Hong Kong Case Law: Decisions & Judgments

Topic

Scheme of arrangement (s166)

Legal area

Court

9 Jul 2009

RE HANG FUNG JEWELLERY CO LTD

Citation

RE HANG FUNG JEWELLERY CO LTD
Court

Court of First Instance
Case number

HCCW503/2008

The court sanctioned the Schemes because all statutory requirements were met, creditor meetings were properly convened and resulted in unanimous approval, and the envisaged restructuring and asset sale to the Investor offered materially better and quicker recoveries to creditors than the likely outcomes of insolvent liquidation or forced sale. The court exercised its discretion to grant leave to the provisional liquidators to sell Hang Fung's remaining stock to the Investor because that arrangement realistically maximised returns and avoided the lower forced sale values and additional costs a…
7 Jun 2006

RE UDL HOLDINGS LTD AND OTHERS

Citation

RE UDL HOLDINGS LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP429/2000

The court sanctioned the proposed Modifications to the Schemes for the Company and 23 of the Scheme Participating Subsidiaries but refused to sanction modifications in relation to Universal Dockyard Limited without the consent of Dockyard's liquidators; the Disputed Assets (certain Unencumbered Assets and Accounts Receivable not evidenced as transferred or received) constitute assets of Dockyard for the purpose of its winding up and are not held on trust for scheme creditors because no vesting or receipt had occurred to create a fully constituted trust; scheme creditors may nonetheless prove…
7 Jun 2006

RE UDL HOLDINGS LTD AND OTHERS

Citation

RE UDL HOLDINGS LTD AND OTHERS
Court

Court of First Instance
Case number

HCMP424/2000

The court sanctioned the proposed Modifications as to the Company and 23 Scheme Participating Subsidiaries because the meetings were properly constituted, the explanatory material was adequate in the circumstances, and the result fairly reflected creditors' views; however the court cannot sanction modifications of Dockyard's scheme without the liquidators' consent and, crucially, the Disputed Assets and Accounts Receivable of Dockyard that had not been transferred or realised at the commencement of liquidation constitute assets of Dockyard for the purposes of its winding up and are not to be…
1 Mar 2006

RE LEGEND INTERNATIONAL RESORTS LTD

Citation

RE LEGEND INTERNATIONAL RESORTS LTD
Court

Court of Appeal
Case number

CACV210/2005

The Court held that (1) the petitioner qualified as an Eligible Transferee because it was proven to be an entity that lends money and thus had locus to present the winding-up petition; (2) the petition was not plainly an abuse of process; and (3) the judge below did not err in refusing to appoint provisional liquidators because the traditional basis for such appointment (assets in jeopardy/preservation of assets) had not been made out and active Philippine rehabilitation proceedings and practical obstacles meant appointment would not serve its intended protective purpose; accordingly the appe…
6 Jun 2005

RE LEGEND INTERNATIONAL RESORTS LTD

Citation

RE LEGEND INTERNATIONAL RESORTS LTD
Court

Court of First Instance
Case number

HCCW1139/2004

The court found on construction and the commercial context, following and applying the reasoning in Aikens J in Argo Fund, that MSEMI qualified as an Eligible Transferee and thus had locus to present the creditor's winding-up petition; the strike-out application failed. Although the court recognised it has jurisdiction to appoint provisional liquidators to facilitate restructuring, it exercised its discretion to refuse appointment here because a Philippine rehabilitation with a court-appointed receiver and stay was in place, the receiver was performing the necessary protective and evaluative…
10 Dec 2003

RE FUJIAN GROUP LTD

Citation

RE FUJIAN GROUP LTD
Court

Court of First Instance
Case number

HCCW68/2003

The court sanctioned the scheme because the statutory majorities under s166 were achieved, the explanatory materials and notice were adequate, creditors were better off under the scheme than in liquidation, shareholder approvals and investor undertakings were in place; the capital reduction was confirmed because it was properly explained, equitable and creditors' rights were safeguarded; the winding-up petition was dismissed conditionally with clear restoration safeguards and cost allocation.

Hong Kong Case Law

RE HANG FUNG JEWELLERY CO LTD

RE UDL HOLDINGS LTD AND OTHERS

RE UDL HOLDINGS LTD AND OTHERS

RE LEGEND INTERNATIONAL RESORTS LTD

RE LEGEND INTERNATIONAL RESORTS LTD

RE FUJIAN GROUP LTD