Re Hong Kong Sports Industrial Development Ltd (Formerly Known As “Letv Sports Culture Develop (Hong Kong) Co Ltd”)

HCCW 66/2018

[2018] HKCFI 1309

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING‑UP PROCEEDINGS NO 66 OF 2018

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D E C I S I O N

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1.I have before me an amended winding-up petition that was issued on 12 March 2018 and amended on 25 April 2018. The debt relied upon by the petitioners arises pursuant to a settlement agreement dated 31 January 2017 (“Agreement”) between the petitioners, the Company, Le Holdings (Beijing) Co Ltd and LeTV Sports Culture Develop (Beijing) Co Ltd.

2.The Agreement contained terms resolving a dispute about the payment of a sum of US$40,600,000 to the petitioners.  Essentially, the Agreement provided for payment of a reduced amount in accordance with an agreed instalment schedule.  The Agreement provided for payments in four tranches, the last two tranches were not paid.

3.The Agreement provided in clause 1.5 that in the event of default in the payment of any of the instalments, the entire initial agreed amount less any payments received should become immediately due and payable.  The petitioners have commenced an arbitration to obtain an award in their favour for this amount.  In the meantime, however, they say that as clearly there is a significant sum payable which cannot be disputed they are entitled to issue the present petition.

4.The Company was given a 14-day extension of time to serve an affirmation in opposition on 16 May 2018.  The affirmation that has been filed on behalf of the Company by Mr Zhang Lei, in my view, clearly does not explain why at least a sum of US$12,905,000 is not payable.  It does not seem to me that the payment of at least that sum is an issue in dispute in the arbitration. 

5.That being the case, there is no evidence before the court which demonstrate a bona fide defence on substantial grounds to the claim for that sum and I can see no justification for requiring the arbitration to be completed before allowing the petitioners to petition to wind up the Company for the significant debt which, on the basis of the evidence before me, is indisputably payable to them.

6.I will therefore make the normal winding-up order.  I will make an order that the costs of the supporting contributory are paid out of the assets of the Company.

Mr Jin Pao, instructed by Bird & Bird, for the petitioners

Mr Sabrina Leung, instructed by Ng & Shum, for the company

Mr Martin Kok, instructed by Stevenson, Wong & Co, for the supporting contributory

Ms Sharon Ng, instructed by the Official Receiver’s Office, for the Official Receiver