Re Add Hero Holdings Ltd
Read the full judgment text of HCMP 1695/2023 on BabelCite. This High Court CFI judgment was delivered on 11 January 2024.
1. China Aoyuan Group Limited (“ Holdings ”) and Add Hero Holdings Limited (“ Hero ”) seek the Court’s sanction under section 673 of the Companies Ordinance , Cap. 622 (“ Ordinance ”), of two schemes of arrangement (“ Scheme ” or “ Schemes ” as the context requires) between each of them and the groups of creditors I describe later in these reasons [1] . The purpose of the Schemes is to restructure debt in excess of US$6 billion owed by Holdings and its principal subsidiary Hero, to avoid the liq
Cited by 1 case · Cites 11 cases
|
HCMP 1695/2023 and HCMP 1696/2023 (HEARD TOGETHER) [2025] HKCFI 310 HCMP 1695/2023 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 1695 OF 2023 ____________________
____________________
IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE MISCELLANEOUS PROCEEDINGS NO 1696 OF 2023 ____________________
____________________ (HEARD TOGETHER)
__________________________________ R E A S O N S F O R D E C I S I O N __________________________________ Introduction 1.China Aoyuan Group Limited (“Holdings”) and Add Hero Holdings Limited (“Hero”) seek the Court’s sanction under section 673 of the Companies Ordinance, Cap. 622 (“Ordinance”), of two schemes of arrangement (“Scheme” or “Schemes” as the context requires) between each of them and the groups of creditors I describe later in these reasons[1]. The purpose of the Schemes is to restructure debt in excess of US$6 billion owed by Holdings and its principal subsidiary Hero, to avoid the liquidation of the business Group of which Holdings is the listed holding company and allow the Group to continue its business as a major property developer principally in the Mainland. The Holdings’ Scheme was approved by Scheme Creditors holding 79.11% in value of Holdings’ Scheme debt at a Scheme meeting held on 28 November 2023 pursuant to an order made on 31 October 2023 convening a meeting of Scheme Creditors to consider and vote on the Scheme. In the case of Hero’s Scheme, Scheme Creditors holding 88.31% in value of the Scheme debt approved the Scheme at a meeting also held on 28 November 2023 pursuant to an order made on 31 October 2023. Hero’s petition is unopposed. Holdings’ petition is opposed by China Ping An Insurance Overseas (Holdings) Limited (“Ping An”). 2.Holdings also sought the sanction of a parallel scheme in the Cayman Islands in which it is incorporated. The petition in the Cayman Islands was unopposed and heard by Mr Justice Doyle on 7 December 2023, who sanctioned the petition on the same day. I have been provided with a transcript of an ex tempore judgment that he gave[2]. Hero similarly sought sanction of a parallel scheme in the British Virgin Islands (“BVI”) in which it is incorporated. The Hero petition was also unopposed and heard by Madam Justice Mangatal on 8 December 2023 and judgment entered sanctioning the Hero’s Scheme on 13 December 2023. 3.As is well-known the Mainland property market has been subject to a significant correction and a large number of the Mainland’s major property groups have consequently experienced severe financial difficulties. The highest profile is China Evergrande Group[3], whose holding company, listed in Hong Kong, was wound up in Hong Kong by my colleague Linda Chan J on 29 January 2024, its attempts to introduce a scheme to restructure its debt having failed. One other Mainland property company has successfully sought the Hong Kong Court’s approval of a scheme; Sunac China Holdings Ltd[4], which I sanctioned on 5 October 2023. I sanctioned the Holdings’ Scheme and the Hero’s Scheme on 11 January 2024. 4.The present Petitions give rise to important issues, which will probably have significance for the restructuring of other Mainland property groups, which will come before the Hong Kong Court as part of the resolution of the challenges developers face, in particular, issues relating to the constitution of the classes of creditors required to approve the Schemes: see [63]–[77]. As I mentioned in [1] the Hero’s Scheme was unopposed and most of this decision deals with the Holdings’ Scheme. The circumstances in which the Hero’s Scheme has been introduced is the same as the Holdings’ Scheme. I explain the Hero’s Scheme to the extent that it differs materially from the Holdings’ Scheme. The Companies 5.Holdings was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on 6 March 2007. It is registered as a non-Hong Kong company in Hong Kong with registration number 18322. The shares of the Holdings were listed on the main board of The Stock Exchange of Hong Kong Limited (“HKSE”) (Stock Code: 3883) on 9 October 2007. Trading of the shares on the HKSE were suspended on 1 April 2022 as a result of delayed financial results. Holdings subsequently fulfilled the conditions required for the resumption of trading, which occurred on 25 September 2023. The authorised share capital of Holdings is HK$1 billion divided into 100 billion ordinary shares of a nominal or par value of HK$0.01 each, of which 2.966 billion have been issued and are fully paid up, or credited as fully paid up, with the rest remaining unissued (“Shares”). Approximately 56.01% of the Shares are beneficially held by Guo Zi Wen, the Chairman of Holdings or his family and the remaining 43.99% are held by other shareholders, including the general public. 6.Holdings is the ultimate holding company of the China Aoyuan Group (“Group”), which comprises Holdings and its directly or indirectly owned subsidiaries in the BVI, Australia, Canada, Hong Kong, and the Mainland. The Group focuses on the development and sale of residential properties and commercial properties. The Group’s projects comprise various types of developments, including residential apartments, commercial apartments, low-density residentials, retail shops and others. 7.The Group focuses on the Guangdong-HongKong-Macao Greater Bay Area, and covers four other major regions, including Southern China, the core region of Central and Western China, Eastern China, and Bohai Rim. The Group is significal in urban redevelopment in the Greater Bay Area. The Group also has property development and investment projects in Canada and Hong Kong, and holds a 24.68% stake in Aoyuan Healthy Life Group Co Ltd (“Healthy Life”), which is a property management services and commercial operational services provider in China. 8.The following diagram summarises the Group’s structure.
9.The Schemes are part of Holdings Plan to restructure and compromise its liabilities and those of its subsidiaries incorporated outside of China (“China Aoyuan Offshore Group”). Certain Scheme Creditors, in addition to their claims against Holdings, also have separate structurally superior claims against members of the Group that are incorporated in China (“China Aoyuan Onshore Group”). It would not be possible for Holdings to include the compromise of those onshore claims as part of the Restructuring without risking a significant impact on the onshore operations of the Group. In particular, any attempt to compromise the onshore claims may trigger enforcement actions being taken by other creditors in the Mainland against the China Aoyuan Onshore Group which would be value-destructive for all stakeholders of the Group. Holdings therefore intends to address the claims against such members of the China Aoyuan Onshore Group through bilateral negotiations and/or restructuring processes in the Mainland, taking into account the value of any Scheme Consideration Entitlement received by such Scheme Creditors pursuant to the Schemes. Holdings believes that the compromise of the liabilities of the China Aoyuan Offshore Group will allow the Group as a whole to comply with its post-restructuring obligations and to trade on a going-concern basis. The Group’s existing debt 10.The Group has incurred substantial debt to finance its day-to-day operations and investments. The Group’s debts include the “ICA Debt” and “Non-ICA Debt”, which together I shall call the “Existing Debt”. The Existing Debt is proposed to be subject to the Holdings’ Schemes and the ICA Debt (and one instrument of Non-ICA Debt) is proposed to be subject to the Hero’s Schemes. The total outstanding principal of the Existing Debt is approximately US$6.25 billion and represents approximately 84% of the Holdings’ total debt. The ICA Debt 11.The ICA Debt is comprised of:
12.Holdings is the primary obligor of the ICA Debt and the outstanding principal is approximately US$4.03 billion. The ICA Debt is secured, with the benefit of collateral granted under an intercreditor agreement originally dated 23 November 2012, entered into by, among others, Holdings and amongst others, certain subsidiary guarantor pledgers (“ICA”). 13.The collateral provided under the ICA consists of guarantees granted by certain direct and indirect subsidiaries of Holdings (including Hero) in favour of the holders of the Existing Public Notes (“Existing Public Notes Guarantors”) and the Existing Syndicated Facilities (“Existing Syndicated Facilities Guarantors”) in respect of all of the obligations of the Holdings to pay the principal, premium (if any), and interest under the ICA Debt. Additionally, substantially all of the ICA Debt is secured by a first priority lien over the capital stock of all the Existing Public Notes Guarantors and Existing Syndicated Facilities Guarantors. The Non-ICA Debt 14.The Non-ICA Debt is not secured by the ICA collateral. Holdings is the borrower or guarantor under the Non-ICA Debt and the outstanding principal is approximately US$2.22 billion. The Non-ICA Debt consists of:
As indicated above, the debt instruments constituting the Non-ICA Debt are governed by the laws of Hong Kong, England, or the Mainland. 15.The Non-ICA Debt constitutes unsecured liabilities of Holdings. However, certain debt instruments under the Non-ICA Debt have the benefit of guarantees or security provided by certain direct and indirect subsidiaries of the Holdings and entities outside of the Group. Other debt 16.As well as the ICA and Non-ICA Debt, the Group has the following debts which are subject to the Holdings and Hero’s Schemes:
17.The following tables summarise the Group’s debts in US$ as at 30 June 2023:
The Group’s financial difficulties 18.The Group, like many others in the Mainland real estate sector, has been severely and negatively affected by the impact of the COVID-19 pandemic, and the downturn in the sector and capital markets since mid-2021. In this regard:
19.The confluence of the above factors has had two principal effects. First, it has resulted in a significant deterioration of the Group’s financial position, with the Group’s total revenue decreasing from approximately RMB32.5 billion (US$4.5 billion) for the six-month period ended 30 June 2021 to approximately RMB10.9 billion (US$ 1.5 billion) for the six month period ended 30 June 2023; secondly it has affected the Group’s ability to sustain its existing capital structure. Events of default and enforcement action 20.In an announcement on the HKSE dated 19 January 2022, Holdings announced that it would not make payments of principal and interest on certain of the Existing Public Notes and other material offshore indebtedness. This was to ensure that all of its creditors are treated fairly and for the Group to preserve as much liquidity as possible. 21.As a result of this, creditors have taken steps to enforce their debts including serving statutory demands on Holdings (which remain outstanding) and commencing proceedings in Hong Kong against Holdings and certain subsidiaries. Further, Noble Prestige obtained an arbitral award rendered by the Shanghai International Economic and Trade Commission against Aoyuan Group Co, which is a member of the China Aoyuan Onshore Group, in connection with the guarantee provided by that company in respect of the USD100m Noble Prestige Facility. 22.Except for the Noble Prestige arbitral award, none of the other proceedings have resulted in a judgment or award being entered against any members of the Group. Financial position 23.As at 30 June 2023, Holdings’ non-current assets amounted to approximately RMB735,947 (US$101,850) and Holdings’ current assets amounted to approximately RMB11,736,643,689 (US$1.624 billion). The vast majority of these current assets (RMB11,725,377,589 (US$1.623 billion)) are intercompany receivables, i.e. amounts owing to Holdings from other subsidiaries in the Group. 24.Holdings’ equity interest in its direct subsidiaries is valued at zero because the security granted by Holdings over the shares of Hero (the intermediate holding company of the Group that holds substantially all of the Group’s onshore and offshore subsidiaries) has become enforceable and because the Group has ceased to be the controlling shareholder of Healthy Life following the disposal of 29.9% of the issued capital of Healthy Life on 17 July 2023. 25.As at 30 June 2023, Holdings’ main liabilities were current liabilities relating to borrowings and its total indebtedness amounts to approximately US$7.464 billion. 26.As at 30 June 2023, the Group’s non-current assets on a consolidated basis amounted to approximately RMB24,866.6 million (US$3.441 billion) and the Group’s current assets on a consolidated basis amounted to approximately RMB196,954.3 million (US$27.257 billion). 27.As at 30 June 2023, the Group’s key assets are primarily the following:
28.As at 30 June 2023, the Group’s non-current liabilities on a consolidated basis amounted to approximately RMB8,883 million (US$1.229 billion) and the Group’s current liabilities on a consolidated basis amounted to approximately RMB233,470 million (US$32.311 billion). The proposed Restructuring 29.The Group has been involved in extensive negotiations with its major offshore creditors with the aim of implementing a comprehensive financial restructuring for the benefit of all stakeholders, including the Scheme Creditors. The negotiations and discussions have been with certain significant beneficial holders or lenders of record of the Existing Debt (both the ICA Debt and Non-ICA Debt), including an ad hoc group comprising of certain of the holders of the Existing Public Notes or the investment managers or investment advisers to such holders (“Ad Hoc Group”) and a steering/coordination committee of lenders holding the Existing Syndicated Facilities (“CoCom”). Given the ratio of the ICA Debt to Non-ICA Debt (approximately 2:1 or a split of 64.5% to 35.5% of the total Existing Debt), Holdings took the view that a consensual restructuring would likely require the support of creditors holding ICA Debt and creditors holding Non-ICA Debt (as either group could present a “blocking vote” in any scheme of arrangement proposed by Holdings) and accordingly negotiated with both significant beneficial holders or lenders of record of the Existing Debt (both the ICA Debt and Non-ICA Debt). 30.On 24 March 2023, following discussions with the major offshore creditors, Holdings entered into a standstill agreement with the Ad Hoc Group. Holdings entered into standstill agreements with other offshore creditors on substantially the same terms (together with the standstill agreement referred to above, the “Standstill Agreements”). By 12 June 2023, more than 1,880 offshore creditors, representing approximately 64% of the total outstanding principal amount of the Existing Debt had entered into Standstill Agreements with Holdings. 31.On 10 July 2023, Holdings entered into the restructuring support agreement (“RSA”) with the Ad Hoc Group. By 22 September 2023, over 1,100 holders of Existing Debt had executed or acceded to the RSA, representing 55% by value of the outstanding principal amount of the Existing Debt, in particular:
32.The RSA provides for the Restructuring of the Existing Debt and the obligations of Holdings and Hero. In broad terms, the Restructuring involves the following four schemes of arrangement. Two parallel and inter-conditional schemes of arrangement in respect of Holdings, namely, the Holdings’ Scheme in Hong Kong and its Scheme in the Cayman Islands. Two parallel and inter-conditional schemes of arrangement in respect of Hero, namely, the Hero’s Scheme in Hong Kong and its Scheme in the BVI. Scheme Creditors who have executed or acceded to the RSA have undertaken to vote in favour of the proposed Scheme to effect the Restructuring. 33.The primary purpose of Holdings’ Schemes and Hero’s Schemes is to achieve an effective release, discharge and/or compromise of the Existing Debt against the Group. Specifically:
The Holdings’ Scheme 34.In broad terms, the Holdings’ Scheme involves each Scheme Creditor fully releasing Holdings and its offshore subsidiaries from their obligations and liabilities under the Existing Debt in consideration for proportionate entitlements in a set of new (or transferred) securities, namely new notes, convertible bonds, and perpetual securities issued by Holdings, as well as new shares of Holdings and transferred shares currently beneficially owned by Mr Guo. 35.As well as the new securities issued by Holdings under the Holdings’ Schemes, Hero will distribute additional notes and cash consideration under the Hero’s Schemes. 36.In addition:
The Holdings’ Scheme Debt and Holdings’ Scheme Creditors 37.As I have explained, the debt that is subject to the Holdings’ Scheme is the Existing Debt. The Scheme separates the Existing Debt into loans and notes as follows:
38.Holdings’ Scheme Excluded Liabilities are the claims of the Scheme Creditors (whether principal, guarantee and/or security) against Hero, the Existing Public Notes Guarantors, the Existing Syndicated Facilities Guarantors, any member of the China Aoyuan Onshore Group and other entities (which are not part of the China Aoyuan Group). These will not be subject to the arrangement and compromise effected by the Holdings’ Schemes. Scheme Creditors are the persons holding a beneficial interest as principal in the Existing Debt. The operation of the Holdings’ Scheme 39.The Holdings’ Scheme in Hong Kong and the Cayman are inter-conditional and upon the Scheme Effective Date, the Company will execute the restructuring documents by the Company on its own behalf and on behalf of the Scheme Creditors. The Scheme appoints the Holdings as agent and attorney on behalf of each of the Scheme Creditors to enter into a number of contractual documents, including deeds of release, to give effect to the compromise and arrangement under the Scheme. This is a commonly used means of implementing a scheme of arrangement: see Re ColourOz Investment 2 LLC[5], following Re Premier Oil plc[6]. 40.The compromises envisaged by the Scheme will take effect on the “Restructuring Effective Date”, which is subject to the “Restructuring Conditions” having been satisfied or waived. The conditions include, among other things:
41.If the Restructuring Effective Date has not occurred on or before the long-stop date, the terms of the Scheme will lapse and the compromises and arrangements provided for by the Scheme will have no effect. 42.On the Restructuring Effective Date, Holdings will procure that the steps set out in the Scheme occur in sequence to provide to each Scheme Creditor a Scheme Consideration Entitlement in each new (or transferred) security, calculated according to each Scheme Creditor’s proportionate holding of Existing Debt. On the Restructuring Effective Date, conditional on completion of each of the Restructuring Steps, the Scheme Creditors will release and waive its Scheme Claims against the Group. The Holdings’ Scheme Consideration Entitlements 43.Each Scheme Creditor is to receive a Scheme Consideration Entitlement calculated by multiplying each Scheme Creditor’s proportionate holding of the Existing Debt by the principal amount of the new financing instruments. The Scheme Consideration Entitlements include the following new securities:
The Explanatory Statement summarises the terms of the new finance documents pursuant to which the new securities are issued. Determination and adjudication of Scheme Claims 44.The Scheme establishes a conventional mechanism for the determination and adjudication of Scheme Claims. The Scheme appoints the “Scheme Administrators” and, in the event a Scheme Creditor disputes the Scheme Administrators’ determination of its Scheme Claim, provides for the appointment of an experienced lawyer or accountant to act as independent “Adjudicator”. Holdings is not required to postpone the Restructuring Effective Date in the event that any Disputed Scheme Claim has not been determined by the Adjudicator on or before the Restructuring Effective Date. The Fees 45.As I have explained, each Scheme Creditor who executed or acceded to the RSA by a specified deadline (termed the “RSA Fee Deadline”) and voted in favour of the Schemes will be entitled to receive the RSA Fee. 46.The RSA Fee will be paid as a combination of cash and Aoyuan New Notes:
47.The Work Fee is to be paid by Holdings to the Ad Hoc group and certain members of the CoCom. The Work Fee represents commercial compensation for the time and effort expended by the Ad Hoc Group and members of the CoCom to formulate and negotiate the Restructuring. It also compensates the Ad Hoc Group for restricting themselves from trading at various points during the negotiations because they were in receipt of material non-public information. The Work Fee represents less than 0.31% of the aggregate outstanding principal amount of the Existing Debt. 48.The Adviser Fees are to be paid by Holdings to the financial and legal advisers to Holdings, the financial and legal advisers to the Ad Hoc Group, the financial and legal advisers to the CoCom, and the legal advisers to the Existing Public Notes administrative parties. The Adviser Fees are payments of costs necessarily incurred by the relevant Scheme Creditors in undertaking the role that is typical for a transaction of this kind. The total amount of the Adviser Fees and Work Fees represents less than 0.85% of the aggregate outstanding principal amount of the Existing Debt. The Likely Alternative to The Scheme 49.In the event that the Restructuring is unsuccessful, Holdings considers that the likely alternative is that Holdings and the Group would be placed into insolvent liquidation proceedings. Holdings has engaged Kroll to produce the Liquidation Analysis, which is appended to the Explanatory Statement. The Liquidation Analysis assumes that: (a) Holdings and its offshore subsidiaries were placed into liquidation on 31 December 2022 and ceased trading and operations upon liquidation; (b) no material realisations would be available from the Company’s onshore subsidiaries (so the Liquidation Analysis focuses on the offshore subsidiaries); (c) all assets would be sold or realised on a liquidation basis; and (d) creditors would enforce against all secured assets associated with their debts and claim the remaining balances. 50.In terms of recoveries to Scheme Creditors:
The Hero’s Scheme 51.As I have mentioned in [33] the Hero’s Scheme involves each Scheme Creditor fully releasing Hero and certain offshore subsidiaries from their obligations and liabilities under the ICA Debt and USD100m Noble Prestige Facility in consideration for proportionate entitlements in:
52.The debt that is subject to the Hero’s Scheme is the ICA Debt and the USD100m Noble Prestige Facility. Scheme Creditors are the persons holding a beneficial interest as principal in that Debt. 53.The Hero’s Scheme separates the Debt into loans and notes as follows:
54.The Hero’s Scheme Excluded Liabilities are the liabilities owed by Holdings to the Scheme Creditors in relation to the Existing Debt and by the Group under the USD100m Noble Prestige Facility. 55.Each Scheme Creditor is to receive a Scheme consideration Entitlement calculated by multiplying each Scheme Creditor’s proportionate holding of the Debt by the principal amount of the new financing instruments. 56.The Hero Notes are to be issued on the Restructuring Effective Date in three tranches.
57.Each Scheme Creditor will be entitled to a proportionate amounts of each tranche. The Cash Consideration will be the aggregate balance of moneys held in six designated accounts as at the Restructuring Effective Date after deducting all professional fees incurred in respect of the Restructuring, as notified by PwC (in its capacity as a monitoring accountant) to the Ad Hoc Group and the CoCom three business days before the Restructuring Effective Date. The Hero’s Scheme operates in materially the same way as the Holdings’ Scheme. The principles by which the court determines a scheme 58.In considering whether to sanction a scheme, the Court applies well-established principles, which I summarised in Re Sunac China Holdings Ltd[7]. They are as follows:
I will address each of these, although only (2) and (4) are controversial. Was the meeting duly convened in accordance with the Court’s directions? 59.I am satisfied having read the 3rd affirmation of Chen Zhi Bin, a director of Holdings, that the order that I made on 31 October 2023 convening a Scheme Meeting of each of Holdings and Hero has been complied with. The Notice of the Scheme Meeting, the Explanatory Statement and Scheme have been circulated and published as directed. Statutory Majorities 60.Section 670(1)(a) and (b) of the Ordinance provides that for the purposes of section 673(1)[8] the creditors, or class of creditors, of a company are taken to have agreed to a compromise constituting a scheme of arrangement if a majority in number representing at least 75% in value of the class of creditors present and voting in person or by proxy at a scheme meeting vote in favour of it. 61.The Scheme Meeting was chaired, as directed by the convening order, by Mr Edward Middleton of Alvarez & Marsal Asia Limited, who has reported to the Court on the conduct of the meeting, which took place without controversy. The detailed results of the Scheme Meeting are set by Mr Middleton in his report. They are as follows:
62.As is apparent from the table the required statutory majorities were obtained. The test for determining classes 63.I summarise the test for determining classes in Re Sunac China Holdings Ltd[9] at [20]–[22]:
64.Lord Millett NPJ explains in [20] of UDL Argos Engineering & Heavy Industries Co Ltd & others[12] that “….. creditors with different and potentially conflicting interests arising from circumstances unconnected with their interests as members of the class are not precluded from attending and voting at a meeting of the class. But while their presence does not invalidate the result of the meeting, it may lead the court to decline to sanction the Scheme.” The court asks first, whether or not the rights to be varied are sufficiently similar to allow creditors to vote in one class and, secondly, if the question is controversial, whether notwithstanding that the court takes the view that the creditors are properly treated as one falling into one class (or possibly two if there are multiple classes) does a sub-set of the creditors have an additional interest, which calls into question whether in supporting a scheme they were motivated by the same considerations as other creditors. 65.Before turning to consider the characteristics of an additional or conflicting interest that may render a vote unrepresentative, I will address Ms Lam’s argument that the deliberate inter-locking and inter-conditional nature of the two Schemes means that the Scheme Creditors’ rights under the two Schemes as a whole need to be considered when determining whether or not the class had been properly constituted. Central to Ms Lam’s argument is the decision of Snowden J in Re The Baltic Exchange Limited[13]. The scheme in Baltic Exchange was a transfer takeover scheme the object of which was to enable SGX Baltic Investments PTE Ltd to acquire all of the issued shares of The Baltic Exchange Limited, which was a private company with one class of shareholders and a single class of shareholders was convened to consider the scheme. The particular matter that concerned the constitution of the class, which lead to those parts of Showden J’s judgment on which Ms Lam relies are explained in [13]–[14] of the judgment:
66.Some of the panellists were shareholders in The Baltic Exchange Limited. The issue was, therefore, whether or not the additional contractual rights made the views of those shareholders unrepresentative of the class of shareholders generally. Ms Lam argued that Snowden J accepted that these additional rights that were not derived from the scheme, but from another contractual arrangement, should be taken into account in determining whether the class had been properly constituted. She relied on [15]–[18]:
67.Ms Lam also took me to Snowden J’s judgment in Re Sunbird Business Services Limited[14] in which the same approach is explained in [23]:
68.Snowden J refers in the passage that I have quoted to [49] of Falk J’s judgment in Re Codere Finance 2 (UK) Limited[15]:
69.In September 2020 Falk J heard an application for an order by Codere Finance 2 (UK) Limited for a meeting of a single class of creditors for the purpose of considering and approving a scheme of arrangement. The scheme creditors were the ultimate holders of two series of notes issued by the scheme company and another group company; their parent being listed on the Madrid stock exchange. The notes were issued in registered global form and traded through Euroclear and Clearstream. The liabilities under the notes and several other liabilities of other group companies including €85 million super senior notes due on 30 September 2023 issued on 29 July 2020 (“interim notes”) benefited from substantially the same guarantee and security package granted by a number of group companies. Falk J accepted that the most likely alternative to restructuring, and thus the comparator for purposes of assessing class composition, was some form of formal insolvency. During the negotiation of the group’s debt restructuring several creditors of the group, including a small proportion of those holding debt arising under the notes, signed a lock-up agreement with several group debtors. The lock-up agreement and associated term sheets provided the following:
70.At the hearing to convene a meeting one creditor, Kyma, argued that scheme creditors should vote as two classes with a group (referred to in the judgment as the AHC members) voting in a separate class to other scheme creditors. Kyma argued that the AHC members had negotiated a special package of benefits for themselves, which I have described in the previous paragraph, including the lock-up agreement. Falk J described the fundamental question before him as whether the Scheme should be regarded as a number of linked arrangements rather than a single arrangement and then explained the relevant test in [49], which I have quoted above. It is clear from [49] and [52]–[54] that Falk J took the view that the additional rights including the lock-up agreement negotiated by the AHC members were rights to which the court should have regard when determining class composition. Although they were not rights conferred expressly by the scheme they were rights arising as part of the restructuring of which the scheme formed part rather than genuinely independent of the scheme. However, Falk J concluded that the interim notes should not be regarded as new rights which the scheme confers. He took the view that on a proper analysis they were issued in exchange for the funds advanced for them by the relevant AHC members rather than disguised consideration for the variation of rights under the scheme. Falk J took the opposite view in respect of the work fee, which he considered was clearly linked to the AHC members holding of the existing notes and was close to a form of disguised consideration for support for the scheme. Falk J concluded that the differences, however, were not sufficiently substantial to prevent the scheme creditors consulting and voting together as one class. 71.In Re Hawk Insurance Co Ltd Chadwick LJ[17], referring to Bown LJ in Sovereign Life, talks of the rights being sufficiently similar that a scheme can be treated as one arrangement; and if the rights are not, as being part of a number of linked arrangements; the test for determining which it is being whether the rights of the creditors are so dissimilar as to make it impossible for them to consult together in their common interest. Zacaroli J refers to Chadwick LJ’s decision in In the matter of Dundee Pikco Limited[18]when explaining that in a scheme with more than one class the fact that certain creditors in each class hold debt in the other class is not regarded as splitting the class of creditors, and that such a scheme is viewed as a series of linked compromises or arrangements. Zacoroli J explains that in his opinion the better view is that in such a scheme there is no difference in the rights, but a difference in the interests of the relevant creditors and, as is well established, a difference in interests does not split the class, although it may be a matter relevant at the sanction hearing when the court comes to consider the issue of a scheme’s fairness. This, argues Holdings, is the correct view to take of the compromise sought to be achieved by the Holdings and Hero’s Schemes. 72.The issues raised by Ping An are these. Are the only rights to which the court has regard in determining the constitution of a class of creditors the rights compromised and new rights granted under the terms of the scheme? Alternatively, if as a consequence of a restructuring of the company the subject of a scheme, or an associated company in the case of a group restructuring of which a scheme forms part, a scheme creditor acquires other rights or has other existing rights compromised should regard be given to these modifications of a creditor’s rights in determining the class composition? 73.In [27(3)] of UDL[19] Lord Millett says that “the test is based on similarity or dissimilarity of legal rights against the company….”. He goes on in [27(4)]: “The question is whether the rights which are to be released or varied under the Scheme or the new rights which the Scheme gives in their place are so different that the Scheme must be treated as a compromise or arrangement with more than one class”. This language clearly suggests that it is only the rights compromised by the scheme or granted by it that are relevant to the question of class composition. The reason for not straying beyond the confines of the rights effected by the scheme had been addressed in the previous paragraph. The first identified by Lord Millett is the impracticality in many cases of constituting classes by reference to distinctions other than those arising from the terms of the scheme itself. Lord Millett is referring specifically to interests, but the same consideration applies to rights with which a scheme is not concerned as illustrated by complications considered in Codere Finance. This is not to say that other rights or interests are not relevant. They will be relevant at the stage described by Lord Millett in [27(6)]; the discretionary stage at which the court considers whether the result of the meeting fairly reflected the views of creditors. At that stage the court may discount or disregard votes of creditors who had such other interests or rights that their support for the scheme cannot be regarded as fairly representative of the class; what for convenience I shall refer to in the remainder of this judgment as a “special interest”. 74.In my view the approach taken by the English courts in Baltic Exchange, Re Sunbird Business Services and Codere Finance, which I accept do support Ping An’s argument that regard should be had to rights altered outside the scheme, as part of the broader restructuring of which the scheme forms part, is not consistent with the Court of Final Appeal’s decision in UDL and, consequently, the law in Hong Kong. It seems to me that those decisions do not sit comfortably with those that I have referred to in [71] such as Dundee Pikco, but it is not for the Hong Kong to reconcile them. I would add one qualification. 75.In [131]–[132] of his judgment in Re Noble Group Limited[20] Snowden J accepts as a general proposition that payments made by a company to some scheme creditors independently of a proposed scheme and its “associated restructuring agreements”, which are not dependent on the scheme coming into effect are not relevant in determining the composition of a class. Pausing here, it would appear by “associated restructuring agreements” Snowden J has in mind agreements, which may or may not form part of a scheme, for example, a consent fee rather than an agreement, but which viewed commercially might be said to be associated with the restructuring of which the scheme forms part as, for example, in the case of a group restructuring such as that before me now, which involves two independent schemes (in the sense that the sanction and implementation of one is not a condition of the other) of two associated businesses. This being the case Snowden J is accepting as a general proposition that it is the rights altered by the scheme before the court which determines class composition, which is an uncontroversial. He then refers to Richards J’s (as the then was) judgment in Telewest Communications Plc[21] in which it is suggested that a class might be fractured if in consideration of a creditor’s agreement to vote in favour of a scheme a creditor receives benefits not available to other creditors. Snowden J describes such a payment as disguised consideration. I agree that a right to payment granted to some scheme creditors in return for voting for a scheme, can properly be viewed as a relevant right when determining a class. This is because it forms part of the arrangement the company wishes to enter with its creditors, albeit only some of them, and should be included in the scheme; not, to use Snowden J’s language, disguised and omitted from the scheme put before creditors for consideration and resolution and the court for sanction. If it is included in the scheme and it is material this might, depending on the size and the significance of the payment, justify those creditors who the company have agreed to pay, voting in a separate class. Special Interest 76.The circumstances in which an additional benefit available to some members of a class, but not others, renders a vote unrepresentative was considered by Hildyard J in [89]–[90] of his judgment in Re Lehman Brothers International (Europe) (in administration)[22]:
77.I agree that a proportion of Scheme Creditors of Holdings had the benefit of guarantees granted by Hero and were able to vote in both the Holdings and Hero’s Schemes on the basis of the full value of their claims and receive Scheme Consideration in both sets of Schemes and this is a special interest (which I note was acknowledged by Holdings in the application for sanction of the Holding’s Scheme before Doyle J in the Cayman Islands), because it is an additional reason for the over-lapping Scheme Creditors to vote in favour of the Holdings’ Scheme. However, it does not seem to me that it has been demonstrated by Ping An that it undermines the representative nature of the vote by the majority at the Holdings’ Scheme Meeting. To do so Ping An would have to prove that the additional benefits obtained by the over-lapping creditors from the approval of the Hero’s Scheme were, or were likely to have been, a material reason for voting for the Holdings’ Scheme. Ping An has adduced no evidence which suggests that this was the case; in fact, Ms Lam did not in argument goes so far as to suggest it was the case. The absence of any evidence or argument that identifies a credible reason for thinking that the over-lapping creditors decision to approve the Holdings’ Scheme was motivated by the benefit to be obtained by approval of Hero’s Scheme is consistent with my decision in respect of the constitution of the class. In practice what might, in my view, reasonably be assumed is that some of the over-lapping creditors considered the two Schemes together, i.e. as a package, but this does not of itself mean that their approach to the decision to support the Holdings’ Scheme was influenced by factors that made their deliberations unrepresentative of those of other Holdings’ Scheme Creditors. As I have demonstrated an additional interest does not fracture a class. Neither does it mean that the deliberations are to be assumed to be unrepresentative. The latter has to be proved. Adequacy of the Explanatory Statement 78.An unusual feature of the Holdings’ Scheme Petition was that there was cross-examination of both one of the Liquidators of Holdings (Patrick Cowley) and an expert on behalf of Ping An (Matt Ng, who is also an accountant dealing mainly with insolvency matters). As far as I am aware this is the first time that this has taken place in a scheme in Hong Kong; although there have been occasions on which individual creditors or members (in the case of a privatisation) have addressed the court[23]. Oral evidence was required because it was contended by Ping An that there were material mistakes or insufficiency of information in the Explanatory Statement. 79.Ping An makes two complaints. First, that the assessment of the recovery rate of 36.1% under the Schemes contained in Kroll’s Report does not present a fair picture, because it uses an outdated share price and does not adequately consider the payment terms of the instruments and Holdings’ ability to generate sufficient cash flow to pay the sums due on them. Secondly, no cashflow forecast has been provided in Holdings’ Explanatory Statement to enable the Scheme Creditors to assess the true value of the Scheme consideration. 80.As I explain in [23] of Re Century Sun International Ltd[24] a company is under a duty to include in the explanatory statement all the information necessary for creditors to assess whether the scheme is in their best interests or not. The extent of the information required will depend on the facts of the case. Generally, a company will be required to provide specific information to support its predicted outcomes. 81.There are two components to the first complaint. The first concerns the share price used to assess the recovery rate. Holdings used a November 2023 price. Mr Ng suggests that this should have been discounted. His reason for so contending is that “in theory” the Scheme would put downward pressure on the share price, in addition to having a dilution effect (which Mr Ng calculates would be 25.22%), because a significant proportion of creditors would be likely to sell their shares. Mr Cowley explained that he had taken the view that determining the value of the shares if the Scheme was to be implemented was largely speculative, but the Liquidators considered it reasonable to assume that if the Scheme was approved it was likely to have a positive effect on the share price. Mr Cowley points in his report to the Sunac Scheme (which I have referred to previously[25], which was sanctioned in November 2023) seeing a 38.9% increase in its share price the day after it resumed trading as illustrating what he considers to be the most likely impact of the approval of the Scheme. I think that it is a reasonable assumption that the share price will recover if the Scheme is approved, and, of course, it can never be more than an assumption. One difficulty with Mr Ng’s approach is that it does not consider why the share price was HK$0.18 on 15 November 2023. Without some understanding of what resulted in the price being at that level five weeks after the application was issued for an order convening a meeting of Scheme Creditors it seems to me that not only is Mr Ng’s calculation very much theoretical as he himself acknowledges, but probably it ignores factors operating in the market, which result in the shares trading at HK$0.18. I do not accept that the assumed value of the share price is likely to be misleading and calls into question the reliability of the valuation to extent that justifies rejecting the adequacy of the financial information included in the Explanatory Statement. 82.The second complaint is that no cash flow forecast has been provided and Ping An argues that something similar to the cash flow forecast and report, which tested the report and pointed out reasons for caution, which was included in the explanatory statement in Re Kaisa Group Holdings Ltd[26], was necessary and that its absence renders the information provided to Scheme Creditors materially inadequate. In cross-examination Mr Cowley explained that the cash flow forecasts had changed during the discussions with creditors; the most material change being the reduction of the debt figure from US$2.9 billion to US$1.8 billion. Mr Ng had used the initial higher figure and his criticism that the cash flow did not support the scheduled debt repayments fell away once this was factored in, which I did not understand Mr Ng to dispute when he was cross-examined. I accept that generally in a restructuring, which involves materially delaying repayment of the debt, a cash flow analysis is desirable in order to demonstrate that the schedule is likely to be met. The analysis should also identify matters that might reasonably be expected to adversely affect the accuracy of the analysis. 83.In practice, it will commonly be possible for an opposing creditor to identify matters that can plausibly be argued have not been dealt with adequately in an explanatory document, because by its nature a scheme requires the justification of a commercial decision, which involves more than scrutinising numbers; it requires a degree of judgment about the credibility of the restructuring and what it purports to offer creditors in contrast to what return can reasonably be expected if the company is put into compulsory liquidation. What is required is an explanatory statement, which allows creditors to make this assessment. The creditors are likely to vary in terms of commercial and financial sophistication and the effort they are likely to put into understanding the information with which they are presented. The explanatory statement has to achieve at least two things. Provide sophisticated creditors with enough information to assess the scheme and perhaps identify further information they consider is necessary to decide whether or not to support it, but be intelligible to the average creditor. It seems to me that the Explanatory Statement achieves these aims. Discretionary considerations 84.Ping An argued that even if I decided in Holdings’ favour the issues I have addressed in earlier sections of these reasons, I should decline to sanction the Holdings’ Scheme, because it is not one that an “intelligent and honest man”, acting in accordance with his interests as a Holdings’ creditor might reasonably approve. 85.The Court is normally slow to differ from the majority of creditors’ views, as it normally acts on the basis that businessmen are much better judges of what is in their commercial interest than the Court[27]. Whether a compromise of the sort contained in the Holdings’ Scheme is financially preferable to a compulsory winding up is a matter of commercial judgment. Opinions may differ on which course is likely to be most beneficial, but as the language in which the “intelligent and honest man” test is framed indicates the Court will only override the views of the majority if their view seems sufficiently odd that it suggests it was arrived at as a consequence of either a failure properly to assess the terms of the compromise or considerations other than its merits. It is rare for the Court to interfere on this ground and I am only aware of one case in Hong Kong in which a judge considered this to be a ground (although only one amongst others) for declining to sanction a scheme; a privatisation for which the judge considered the offer price was too low[28]. The company’s share price in subsequent years illustrates the danger of the Court straying into the area of commercial judgment. 86.In practice an argument that the compromise is so unattractive it is not one a hypothetical intelligent and reasonable creditor would approve is likely to be unnecessary, because if it is satisfied it is likely to be because either creditors have not had the scheme properly explained to them (in which case it is likely that the explanatory statement will have been shown to be defective and sanction refused for that reason) or there is evidence to suggest that a statutory majority was only obtained because creditors with some collateral reason for supporting the scheme did so in which case it is likely that they would have had a special interest and their votes discounted. These are more straightforward issues to determine than the commercial merits of a scheme. I have addressed earlier the complaints about the Explanatory Statement and the special interest arguments in the present case. 87.Ping An argued that the weight that is normally given to the majority creditors’ views should be discounted where inadequate information has been provided and referred me to [22] of Mr Justice Snowden’s judgment in Re Ophir Energy plc[29] as authority for the proposition. What Mr Justice Snowden says is this: “…if the members or creditors have been provided with materially inaccurate, incomplete or otherwise inadequate information, the Court will most likely not be able to place any reliance upon, or give effect to, an affirmative vote at the Court meeting.” I do not read this as supporting, as Ping An argued, that the greater the Court’s concerns about the adequacy of the information provided in the explanatory statement the less weight it will give to the majority view; in other words there is a kind of sliding scale with the Court being readier to review the commercial judgment of the majority (it being in the context of this issue that the proposition is advanced by Ping An) if the Court considers the information provided does not satisfy the criteria I explained in the previous section of this judgment. I disagree. It seems to me that either the Court takes the view that inadequate or misleading information has been provided, in which case it should decline to sanction the scheme for that reason, or it accepts that sufficient and accurate information has been provided and the resolution of the majority of creditors should be taken at face value, namely, in their commercial judgment the compromise offered is preferable to the alternative, which will normally be a compulsory winding up. If the Court is satisfied that the class or classes were properly constituted and adequate information was provided normally the question of whether or not the “intelligent and honest” creditor criteria is satisfied will be moot, but if it is controversial it is to be answered by the Court considering whether on the basis of the evidence before it approving the scheme was a rationale commercial one even if opinions could reasonably differ over it. Ping An’s argument elides the “intelligent and honest man” test with the tests I have referred to in [86]. Questions of commercial judgment, the proper constitution of a class and the adequacy of information engage different considerations, and it is unhelpful to elide them. 88.Ping An question the assessment of the majority of Scheme Creditors of the merits on the grounds that the recovery rate under the Scheme (0.75%) is lower than Holdings’ assessed recovery rate in an insolvent liquidation (3.7 to 4.2%) and Kroll suggest in their report that the latter may be an underestimation. Also, the cash payment is delayed so long, 8 years, that it does not offer an obvious advantage over an insolvent liquidation. It does not seem to me that these differences are such as to support the conclusion that a decision to support the Scheme was irrational and calls into question the integrity of the support. Blot or defect in the Schemes 89.As Ping An correctly submitted the court will assess whether or not there is, what is commonly referred to in the authorities, as a “blot” on the scheme. However, Ping An mischaracterised what constitutes a blot. Ping An argued that it is something considered at the discretion stage of the Court’s deliberation and that, in the present case “In assessing this, the Court is invited to take into account the artificiality of the structure adopted and the manner in which this structure overrides the legitimate interests of creditors: see Re Gategroup Guarantee Ltd [2021] BCC 549 at [12] – [13].”[30] Paragraphs 12 to 13 of Zacoroli J’s decision in Gategroup says nothing relevant to what constitutes a blot on a scheme generally or on facts relevant to the present matter. A blot refers to a fundamental flaw in a scheme that could impede its effective operation: see China Bozza Development Holdings Ltd[31] and Re AVEVA Group Plc. It is not an independent category of consideration at the discretionary stage of the approval process. That having been said I will deal with the substance of the objection. 90.Ping An argues that the Schemes appear to have been designed for the sole purpose of using Overlapping Creditor votes to reach the requisite statutory majorities to bind Non-Overlapping Creditors, in the absence of a mechanism in Hong Kong for cross-class or cross-creditor group cramdown. This argument is premised on the assumption that the restructuring of the Existing Debt and the ICA Debt could have been structured to release the Overlapping Creditor’s claims against Hero as well. This is said to have been possible as it is established[32] that a guarantor may introduce a scheme of arrangement, which compromises not only the company’s liabilities but also the debts owed by the principal obligors, who are members of the same business group. Commonly the principal obligor will be a subsidiary of the guarantor, which has provided a parent/holding company guarantee. The release of the principal obligor is necessary to avoid creditors undermining the restructuring of the holding company’s liabilities. 91.It may have been possible to compromise the relevant part of the Non-ICA Debt using the structure suggested by Ping An, but Ping An’s submission simply invites the Court to assess whether there was a better or more appropriate way of restructuring that debt. This is not, however, the function of the Court and the criticism advanced by Ping An is certainly not what in my view can properly be characterised as a blot on the Holdings’ Scheme. 92.Ping An’s second criticism under this heading is that the ICA Debt is being compromised under the Holdings’ Scheme only to the extent it is not compromised under the Hero’s Scheme, the Schemes having been structured such that the Overlapping Creditors have been able to prove for the entirety of their debt in both Schemes. The consequence of this is that the Overlapping Creditors have been given an unnecessary and artificial right to vote in both Schemes, which functionally gives them a greater say in the outcome of the voting by Scheme Creditors. This is simply a different way of presenting the objection based on the constitution of the class and the alleged presence of a special interest. If the class was properly constituted and the interests of the Overlapping Creditors are not properly viewed as a special interest justifying assessing the level of creditor support without regard to their votes, the criticism advanced by Ping An cannot sensibly be viewed as a blot on the Holdings’ Scheme. 93.The third and final objection under this heading is that the Overlapping Creditors were only allowed to submit one account holder letter or proxy form in respect of both Schemes, with the result that they had to vote the same way for each of the Schemes. Although, from a presentational perspective it might have been better to have required separate documentation for each Scheme there is no evidence to suggest that it made any difference or that one would have expected an Overlapping Creditor to have voted differently for each Scheme. It does not of itself mean that that in making their decision Overlapping Creditors were influenced by considerations likely to lead to a conclusion as to the attraction of either Scheme different to that of other members of the relevant class. 94.It seems to me clear that there was no blot on the Holdings’ Scheme. Lack of Utility 95.Ping An’s final objection to the Scheme is that it lacks utility. It argues as follows. The Court will not sanction a scheme, which to achieve its intended commercial effect must be recognised in other jurisdictions in order for it to prevent enforcement in them, which would undermine the scheme[33]. Approximately US$270 million of Holdings’ debt is governed by English law. As the Courts of England and Wales still apply the Rule in Gibbs[34] the Holdings’ Scheme will not be recognised as compromising that debt. This is relevant, because of the English law governed debt, US$120 million and US$150 million is owed to King World Facilities, which voted against the Schemes. I accept that if Holdings or Hero had substantial assets in England, against which that debt could be enforced this might call into question the viability and thus the utility of the Schemes. That is not, however, the case. The Companies do not operate or own assets in England and any English judgment would not be enforceable in Hong Kong or in the Cayman Islands and the British Virgin Islands. It is not necessary for Holdings to demonstrate that the Scheme will be effective in every jurisdiction, whose laws govern part of the debt to be compromised[35]. What is necessary is that it is demonstrated that the Scheme will be effective in the jurisdictions in which it needs to be effective to achieve its intended purpose. It seems to me clear that the Schemes will be. Conclusion 96.For these reasons I sanctioned the Schemes.
Mr William Wong SC and Mr Look Chan Ho, instructed by Linklaters, for the Company in both actions Ms Rachel Lam SC and Ms Jasmine Cheung, instructed by Ashurst Hong Kong, for the Opposing Creditor, China Ping An Insurance Overseas (Holdings) Limited (in HCMP 1696/2023) Attendance of Weil, Gotshal & Manges, for the Supporting Creditor, MDR Limited in both actions, was excused [1] I shall refer to Holdings and Hero collectively as the “Companies”. The Companies were represented before me by William Wong SC and Look Chan Ho, and Ping An, a creditor in HCMP 1696/2023 by Rachel Lam SC and Jasmine Cheung. [2] I have also been provided with a copy of Holdings and Hero’s skeleton arguments filed in the Cayman and BVI proceedings, which have been of assistance in preparing this judgment. [4] [2023] HKCFI 2850. Linda Chan J approved a scheme introduced by E-House (China) Enterprise Holdings Limited on 23 November 2023, which provides real estate agency and associated services: [2023] HKCFI 3117, [2023] HKEC 4491. [5] [2020] BCC 926 (Ch), [74]-[75] (Snowden J). [6] [2020] CSOH 39, [218]-[230] (Lady Wolffe). [7] [2023] 5 HKLRD 765, [17]. [8] Creditors or a class of creditors with whom a compromise is proposed agree to it. [9] [2023] HKCFI 2850; [2023] 5 HKLRD 765. [10] [2021] HKCFI 1592; [2021] HKCLC 911 at [15]–[16]. [11] [2023] EWHC 696 (Ch) at [28]–[29] (Leech J). [12] (2001) 4 HKCFAR 35. [13] [2016] EWHC 3391. [14] [2020] EWHC 2860 (Ch). [15] [2020] EWHC 2441. [16] 23 July under the revised Lock-up Agreement. [17] [2001] EWCA Civ 241, [2001] 2 BCLC 480, [16]. [18] [2020] EWHC 89 (Ch). [19] Supra. [20] [2019] BCC 349. [21] [2004] BCC 342, [52]. I note that an agreement to pay a small consent fee to a creditor is generally unobjectionable if it was available to all creditors, see Sunac Supra [25(3)]. [22] [2018] EWHC 1980 (Ch), [2019] Bus LR 1012. [23] See, for example, PCCW [2009] HKEC 553 (CFI), [2009] HKEC 738 (CA), which was an attempted privatisation; National Arts Entertainment and Culture Group [2020] HKCFI 275, [2020] HKEC 278, which was a creditors scheme. [24] [2021] HKCLC 1477. [25] Supra. [26] [2017] 1 HKLRD 18. [27] Re Allied Properties (HK) Ltd [2020] HKCA 973; [2020] HKCLC 1549, [37]. [28] Re PCCW Ltd CACV 85/2009, [2009] HKEC 738, [162]–[165]. [29] [2019] EWHC 1278, [22]. [30] Ping An’s skeleton argument [60]. [31] [2023] HKCFI 1620; [2023] HKCLC 469, [29]. [32] Re Unity Group Holdings International Ltd [2022] HKCLC 1293, [13]–[17]. [33] Re Hong Kong Airlines Ltd [2022] HKCFI 3792, [30]. [34] Gibbs (Anthony) & Sons v Societe Industrielle et Commerciale des Metaux (1890) 25 QBD 399 (CA). [35] Re Sunac China Holdings Ltd [2023] HKCFI 2850, [34]; Re Lamo Holdings BV [2023] EWHC 1558 (Ch), [130]. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cases cited in this judgment
Other judgments that cite this case
Further hearings and rulings under HCMP 1695/2023