Re Sino Oil and Gas Holdings Ltd

HCMP 252/2023

[2023] HKCFI 3374

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 252 OF 2023

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DECISION

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1.This is the application of 35 Opposing Creditors to have this sanction hearing adjourned for eight weeks to allow them to obtain financial advice and to seek future information from the Company.

2.Whilst I can see some merits in the Company’s submission that the Opposing Creditors could have acted more expeditiously in marshalling their opposition to the sanction application thereby avoiding delay to the disposal of the same, the evidence before the Court is that the Opposing Creditors are collectively owed a substantial amount of debt by the Company (HK$ 195.25 million). The Scheme of Arrangement in question has effect of reducing such debt by 90%. The prejudice to the Opposing Creditors is self-evident. On the other hand, any prejudice to the Company has to be viewed in the context that it is unable to repay its debts and is liable to be wound up by the Court.

3.Further, the Court must take into account the evidence that the Opposing Creditors were residing in the Mainland, most of them do not understand English and most of them had no prior exposure to the stock market in Hong Kong. Taking a realistic view, the evidence that the Opposing Creditors had only recently become aware of their right to attend this hearing and to oppose the sanction application is credible.

4.Finally, I can see real substance in some of the complaints raised by the Opposing Creditors, eg, the conduct of the Scheme Meeting. It is wrong not to have these complaints examined more closely.

5.For these reasons, I grant the adjournment sought and I shall hear Counsel on the terms of the directions.

Mr John Hui and Mr Terrence Tai, instructed by Michael Li & Co, for the Company

Ms Jasmine Cheung, instructed by Lau, Horton & Wise LLP, for the Opposing Creditors