Hong Kong Case Law: Decisions & Judgments

Topic

Schemes of arrangement

Legal area

Court

10 May 2023

RE JIAYUAN INTERNATIONAL GROUP LTD

Citation

[2023] HKCFI 1254
Court

Court of First Instance
Case number

HCCW317/2022

The court substituted HSBC as petitioner and made a winding up order because the Company was insolvent with undisputed debts, failed to present any concrete restructuring supported by requisite majorities of creditors or useful prospects such that an adjournment would be productive, and therefore creditors’ entitlement to a winding up outweighed the Company’s unsubstantiated restructuring claims.
10 Jan 2019

RE SINOTRANS SHIPPING LTD

Citation

[2019] HKCFI 323
Court

Court of First Instance
Case number

HCMP2240/2018

The court sanctioned the scheme because it was for a permissible privatisation purpose, the meeting was properly convened, shareholders were given sufficient information, the statutory majorities under s674(2)(a) were obtained and no opposition appeared at the hearing; the obsolete headcount test does not defeat compliance with the statutory voting thresholds.
11 Jul 2000

Re KEL Holdings Ltd.

Citation

Re KEL Holdings Ltd.
Court

Court of First Instance
Case number

HCMP2437/2000

The late affidavit alleging dissipation was refused admission because it was filed without good explanation on the eve of the hearing, would unfairly surprise the petitioners and delay an uncontroversial restructuring supported by creditor votes; consequently the court sanctioned the schemes but left open alternative remedies such as applying for a provisional liquidator.
18 Apr 2000

Re UDL Marine Operation Ltd.

Citation

Re UDL Marine Operation Ltd.
Court

Court of First Instance
Case number

HCMP416/2000

The court applied the rights-based test for class determination and concluded that including internal creditors did not produce confiscation or injustice, the meetings were representative, votes (after necessary adjustments) met the statutory majority, disclosure was not so deficient as to have materially affected voting, technical irregularities were waivable, and therefore the 25 Schemes of Arrangement should be sanctioned (subject to the stated condition precedent).
18 Apr 2000

Re UDL Employment Services Ltd.

Citation

Re UDL Employment Services Ltd.
Court

Court of First Instance
Case number

HCMP419/2000

The court applied the rights-based test for class constitution and held that internal creditors (including subsidiaries) were properly included in the voting class because their legal rights as to unsecured claims were not so dissimilar as to make consultation impracticable; disputed claims properly valued at zero after bona fide assessment may be excluded from voting; identified technical irregularities were waived; substantial independent creditor support existed and therefore the court would exercise its discretion to sanction the 25 Schemes, subject to the Stock Exchange approval conditio…

Hong Kong Case Law

RE JIAYUAN INTERNATIONAL GROUP LTD

RE SINOTRANS SHIPPING LTD

Re KEL Holdings Ltd.

Re UDL Marine Operation Ltd.

Re UDL Employment Services Ltd.