Hong Kong Case Law: Decisions & Judgments

Topic

Sanction hearing

Legal area

Court

12 Dec 2023

RE CHINA BEIDAHUANG INDUSTRY GROUP HOLDINGS LTD

Citation

[2023] HKCFI 3232
Court

Court of First Instance
Case number

HCMP397/2023

The court sanctioned the scheme because it served a permissible purpose, the unsecured creditors constituted a single class with the same legal rights, the convening directions and disclosure obligations were complied with and the Explanatory Statement furnished sufficient information, the scheme was approved by the requisite statutory majorities, and an intelligent and honest creditor could reasonably approve the scheme; foreign-law claims either submitted to the scheme by voting or otherwise did not impede the court's jurisdiction. China Vered lacked locus and failed to present evidence at…
11 Nov 2022

RE UNITY GROUP HOLDINGS INTERNATIONAL LTD (formerly known as SYNERGY GROUP HOLDINGS INTERNATIONAL LTD)

Citation

[2022] HKCFI 3419
Court

Court of First Instance
Case number

HCMP869/2022

The court sanctioned the scheme because it is a bona fide debt restructuring for a permissible purpose, the proposed class of unsecured creditors could properly vote as a single class, the Convening Order and voting majorities complied with the Companies Ordinance, the explanatory statement furnished adequate information under section 671(3), the discretionary 'intelligent and honest man' test was satisfied given materially better recoveries under the scheme than in liquidation, and the scheme is likely to be effective internationally as the Claims are governed by Hong Kong law.
6 Oct 2021

RE CENTURY SUN INTERNATIONAL LTD

Citation

[2021] HKCFI 2928
Court

Court of First Instance
Case number

HCMP759/2021

The court held that rights against third parties (guarantees or rights against joint obligors) do not affect constitution of the class for voting on a company scheme; releases of third‑party liabilities are permissible where necessary to give the scheme efficacy; the majority vote of creditors, including affiliated group creditors, fairly represented the class absent evidence that they voted for extraneous motives; however the explanatory statement was inadequate and a further meeting with an improved explanatory statement was required.
27 Nov 2020

RE ALLIED PROPERTIES (H.K.) LTD

Citation

[2020] HKCA 973
Court

Court of Appeal
Case number

CACV560/2020

The Court of Appeal allowed the appeal because the judge erred in law and discretion: (1) the headcount test did not apply to this Scheme which involved a takeover offer and the required statutory tests (75% in value and negative 10% of disinterested shares) were satisfied; and (2) the Composite Document, when read as a whole, provided adequate information for shareholders and the judge impermissibly substituted a hypothesis about future dividend policy for the directors. Accordingly the Scheme was properly sanctionable and the reduction of capital was confirmed.

Hong Kong Case Law

RE CHINA BEIDAHUANG INDUSTRY GROUP HOLDINGS LTD

RE UNITY GROUP HOLDINGS INTERNATIONAL LTD (formerly known as SYNERGY GROUP HOLDINGS INTERNATIONAL LTD)

RE CENTURY SUN INTERNATIONAL LTD

RE ALLIED PROPERTIES (H.K.) LTD