Re Rossoneri Sport Investment Co., Ltd
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HCCW 692/2025 [2026] HKCFI 5305 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE COMPANIES WINDING-UP PROCEEDINGS NO 692 OF 2025 ________________
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_________________________________ REASONS FOR JUDGMENT _________________________________ Introduction 1.I have before me a petition dated 7 November 2025 and amended on 27 November 2025 (“Petition”) to wind up Rossoneri Sport Investment Co., Limited (“Company”), which was incorporated in Hong Kong on 28 June 2016, on the grounds of insolvency. The Petitioner, General Fantasy Company, contends that pursuant to a loan agreement dated 4 August 2016 (“Agreement”) it was owed, as at 16 July 2024, EUR17,966,989.59 (“Debt” or “Loan”). On 16 July 2024 the Petitioner served a statutory demand on the Company (“Statutory Demand”). In [7] of the Petition it is asserted that the Debt was admitted by the Company on 18 July 2024, but no part of which was paid and thus the Petition was presented. 2.The Company opposes the Petition. The grounds of its opposition are first set out in the affirmation of Mr Suen Man Fung (“Mr Suen”) made on 12 January 2026. Mr Suen was appointed as a director of the Company on 26 September 2024. Background 3.On 27 February 2017, by a subscription agreement between Sheng Rong Stable Investment Fund Limited, Zhi Hua Stable Investment Fund Limited, Shen Zhou Long Yuan Industry Investment Fund Limited, Zhu Hua Cheng Rong Industry Investment Fund Limited and Long Teng Zhi Zhong Industry Investment Fund Limited (together, “Funds”) as lenders, and Rossoneri Advance Company Limited (“Rossoneri Advance”) as issuer, the Funds agreed to subscribe to notes in the total principal amount of US$150,000,000 (“Subscription Agreements”). 4.Also on 27 February 2017, by a share charge entered into between Rossoneri Advance as chargor and the Funds as chargees, Rossoneri Advance as legal and beneficial owner of all of the shares of the Company charged, by way of first fixed charge, all its present and future rights, title and interest in those shares as a continuing security for payment of its indebtedness under the Subscription Agreements (“Share Charge”). 5.On 16 September 2024, pursuant to the terms of the Share Charge, China XinZhi Overseas Investment Holdings Co., Limited (being a subsidiary within the corporate group ultimately controlled by China CITIC Financial AMC International Holdings Limited (“China CITIC”)), acting on behalf of the Funds, appointed Mr So Man Chun and Mr Jong Yat Kit, both partners in PricewaterhouseCoopers’ (“PwC”) restructuring and insolvency practice in Greater China, as joint and several receivers over all of the shares of the Company (“Receivers”). 6.Other personnel were engaged to support the Receivers in the discharge of their receivership duties and to conduct investigations into the affairs, financial position and other relevant matters of the Company. In particular:
7.The signature page of each Subscription Agreement shows that it was signed by Mr Chen Huashan (“Mr Chen”). As indicated in Schedule 7 to the Subscription Agreement, Mr Chen was a director of Rossoneri Advance and Mr Li Yonghong (“Mr Li” or “Husband”) was its sole shareholder. 8.Pursuant to the terms of the Subscription Agreements, each Fund subscribed for notes issued by Rossoneri Advance. In return, Rossoneri Advance undertook to, among other obligations, redeem the notes upon the expiry of 24 months by paying the full redemption price, consisting of both the principal amount of the notes and accrued interest thereon, to each of the Funds. 9.The proceeds from the issuance of the notes were intended to finance Mr Li’s acquisition of the well-known Italian football club, AC Milan, through the following structure (which has been simplified for present purposes): 
10.As security for the performance of Rossoneri Advance’s obligations under the Subscription Agreements:
11.Based on the internal records available to China CITIC, during the various discussions with Mr Li in the lead-up to the signing of the Subscription Agreements in late February 2017, Mr Li indicated to China CITIC that the funds raised for his acquisition of AC Milan came from proceeds from the issuance of the notes to the Funds and also from external financing through Elliott Management Corporation (“Elliott”). Specifically, financing would be provided by Project Redblack Sàrl, a special purpose vehicle used by Elliott for the transaction, to RSI, which would be secured by share pledges granted by: (i) the Company over the RCI shares and (ii) RCI over the RSI shares. 12.Based on the same internal records, there is no evidence that, during those discussions, Mr Li or anyone related to the Rossoneri group of companies referred to in [9] above mentioned to China CITIC that, other than the financing from Elliott and through the issuance of the notes to the Funds, respectively, the Company had taken out any other loan or financing for the purpose of funding Mr Li’s acquisition of AC Milan. 13.On 21 July 2025 Ms Hsu was appointed as a director of the Company. In his affirmation, Mr Suen refers in [7] to Ms Hsu as his colleague, although it is unclear how they came to be appointed directors. Mr Suen’s affirmation starts by explaining how China CITIC came to make investments in the Company’s immediate parent company, Rossoneri Advance, without any explanation as to how this is relevant; and then launches into a description of the attempts by himself and the Receivers to retrieve books and records of the Company from Ms Lee Sui Har (“Ms Lee”) (an original director of the Company) and its former company secretaries, resulting in a funder letter being delivered to the Company’s board of directors by Mr Lam Siu Sun, the relevance of which is entirely unclear. This continues until [28] with no explanation of how what is being read is relevant to the Debt. 14.From [29] onwards Mr Suen explains how the Company became aware of the Statutory Demand. Apparently Mr Suen was unaware of the Agreement until 27 November 2025 when the Petitioner’s solicitors sent to the Company a copy of the Agreement and an affirmation of Ms Huang Qingbo (“Ms Huang” or “Wife”) dated 7 November 2025 exhibiting the Statutory Demand and a copy of a letter dated 18 July 2024 (“18 July Letter”) from the Company to the Petitioner acknowledging the Debt. Mr Suen suggests it was unusual that the Statutory Demand, the 18 July Letter and the Agreement were absent from the Company’s records. In [32] Mr Suen says the Company:
Is the Agreement a sham? 15.The Petitioner is owned by Ms Huang, who is the Wife of Mr Li. Mr Li is the ultimate beneficial owner of Rossoneri Advance, and was made bankrupt in Hong Kong on 21 July 2025. Mr Suen says the Receivers have liaised with the Company’s secretaries, who say they have supplied all the records in their possession to the Receivers, which contain no documents consistent with the Agreement having ever been made.
16.The Agreement appears to have been executed by Mr Li’s Wife on behalf of the Petitioner. The documents only surfaced after Mr Suen and Ms Hsu had instructed the counsel acting for the Company in the proceedings in Luxembourg not to act on instructions from Ms Lee alone. The effect of the Agreement would be to give the Petitioner claims over the proceeds of the proceedings in Luxembourg in priority to the Funds’ claims as creditors of Rossoneri Advance. 17.The Receivers’ investigations have not found any evidence of the Company ever having a bank account which records receipt of the Loan. 18.The Receivers point out that the copy of the Agreement provided by the Petitioner’s solicitors states that repayment is to be made by instalments in accordance with a repayment schedule, which is missing from the copy of the Agreement. The Receivers also point out that not only is the schedule missing, but there is also no evidence of any demands for repayment in accordance with whatever repayment schedule the parties had agreed. In short, the Receivers say there is every reason to doubt the authenticity of the arrangement, which the Agreement records. Finally, the Receivers say that any right to repayment pursuant to the Agreement is time barred. 19.Ms Huang responds to this evidence in her affirmation dated 30 January 2026. She explains how the Loan came to be made. Her Husband asked her to lend the Company the balance of the money needed to fund the acquisition of AC Milan. She adduces documents evidencing her making the payment of the Loan amount from her personal account with Chong Hing Bank to the Company’s account with China Merchants Bank in Shenzhen at that time. She says the fact that the Company does not now have a bank account is immaterial except to the extent that it illustrates the Company’s deponents’ lack of first-hand knowledge of the Company’s affairs at the material time. The Agreement was the way in which she agreed with her Husband the Loan she funded was to be treated. Ms Huang then explains the occurrence of an event of default on 16 July 2018, the Petitioner’s notification to the Company of an event of default and the Company’s subsequent admission in writing by a letter dated 20 July 2018 of the outstanding amount as well as the subsequent correspondence between the parties concerning repayment of the Loan. Ms Huang summarises the communications between the parties in [23] of her affirmation:
20.Ms Huang contests the suggestion that Mr Chen did not sign the Agreement, saying she witnessed it and pointing out that as she has documents demonstrating the transfer of the Loan, the suggestion that Mr Chen’s signature is a forgery is not credible. She says the reference to the Agreement having a second schedule was a mistake and the repayment terms of the Agreement are clear: it was a fixed term of 24 months from drawdown. It was repayable in full with the agreed interest of 7% on 4 August 2018. Mr Chen has made an affirmation confirming Ms Huang’s evidence. Ms Huang also made a further affirmation dealing with various matters and, in particular, source of funds as the Company suggested that she had filed evidence in other proceedings in 2019 saying that she had a very low income and no savings before marriage. She confirms this but exhibits account statements showing that she had substantial means at the material time, which she says are derived from money given to her over the years by her Husband. She has also obtained from Mr Chen contemporaneous documents consistent with her evidence including a draft submission prepared in August 2016 for submission to the National Development and Reform Commission recording that the first deposit payment of EUR15,000,000 made on 5 and 8 August 2016 came from a loan in Hong Kong obtained by the Company (as Rossoneri Advance’s subsidiary in Hong Kong). 21.The facts that Ms Huang explains up to July 2016 were not known to the Receivers at the time the Company prepared its evidence in opposition. It changed the evidential landscape considerably and, in my view, necessitated a reconsideration of the factual defence. In particular, the Company’s lawyers needed to be mindful that the allegations that the Agreement and the Loan were shams and that Mr Chen’s signature was a forgery (which he had, following the filing of the Company’s evidence, gone on oath to deny) were serious allegations of fraud[1]. 22.It is well-established that fraud may only be pleaded when there is sufficient evidence. It must then be specifically pleaded and the party making the allegations must give full particulars of them. What the Court of Appeal said in Lin Zhen Man trading as Yet Chong Electric Co v Topfine Machinery Co Ltd[2] at [25] serves as a helpful reminder to litigants and lawyers alike when raising allegations of fraud:
23.One would have thought that the Company’s lawyers would be familiar with these basic principles. After all, the Law Society’s Code of Advocacy for Solicitor Advocates provides unequivocally at [6.6] that solicitor advocates “must not draft any originating process, pleading, affidavit, witness statement or notice of appeal containing … (c) any allegation of fraud unless they have clear instructions to make such allegation and have before them reasonably credible material which as it stands establishes a prima facie case of fraud …”. Similarly, solicitors “must not allow themselves to be the instrument of their clients to settle a pleading containing groundless allegations [of a serious nature]”[3]. 24.Nevertheless, in its skeleton, the Company submitted that “no weight can be placed on any of these documents or Huang’s evidence in these Proceedings” ([31]) and “The Company’s case, therefore, is simple. The so-called contemporaneous pillars as termed in [the Petitioner’s] skeleton did not come into existence on the dates these documents apparently bear but were created and signed much later to create a false impression that [the Petitioner] is a creditor of the Company” ([10]). This is to repeat the allegation that the Agreement and the Loan were shams. It is an allegation of fraud. 25.This allegation evolves later in the skeleton into this: “The Company has reasonable grounds for contending that the transfer of funds from Huang’s account to the Company’s account on 5 August 2016 was not in fact in the nature of a repayable loan. Instead, it was Mr Li as ultimate beneficial owner using his own funds and Huang’s bank account to finance the acquisition of AC Milan. In view of Huang’s sworn evidence that she had the practice of letting Mr Li decide and handle matters related to her bank accounts, just because money was transferred from her bank account to the Company’s account is not, and cannot be, conclusive proof of the existence of the alleged loan from Huang’s company to the Company” ([54]). I would make the following points in relation to this allegation. First, the burden is on the Company to demonstrate a bona fide defence on substantial grounds; whether Ms Huang’s evidence is “conclusive” proof that the advance to the Company, which it appears the Company now accepts was made, is properly treated as being made by the Petitioner is to misunderstand the burden the bona fide defence on substantial grounds test places on the Company. Secondly, the submission is based on what is contended to be materially different evidence filed by Ms Huang in HCA 1922/2018, which was an action brought against the Company, Mr Li and Ms Huang by Great Earn International Limited (which is now a supporting creditor of the Petition) for US$7,300,000 and in respect of which summary judgment was entered on 11 September 2019. Ms Huang filed an affirmation in those proceedings. In [6] she says this:
26.The Company suggests that this is inconsistent with her evidence in these proceedings. In my view there is not a sufficiently material difference either to call into question Ms Huang’s explanation of what took place in or subsequent to 2016, or to support what is the new defence advanced in [54] of the Company’s skeleton. Ms Huang acknowledges that the money she had was given to her by her Husband, but there is no presumption that it was not a gift. If the Company asserts that there is, it has to adduce evidence to support the contention. It has adduced none. It would be entirely unsurprising that if Mr Li needed an additional EUR15,000,000 to fund the acquisition of AC Milan he would ask his Wife to lend it to him, she would agree and then they would decide how to record the loan quite possibly with Mr Li suggesting the way it would be done. The evidence I have quoted from HCA 1922/2018 in my view plainly does not provide an evidential foundation for the suggested defence that the Petitioner is not entitled to claim repayment of the admitted advance from the Company. 27.As I have noted in [14] above, Mr Suen says in [32] of his affirmation that the Company disputes that the Agreement was a genuine transaction. At the hearing, however, the Company submitted that it is not going as far as to allege fraud or forgery. Instead, its latest contention is that whilst EUR15,000,000 was transferred from Ms Huang’s account to the Company’s account on 5 August 2016, the transfer was not made in the nature of a loan in that Mr Li, as the ultimate beneficial owner, was merely using his own funds and the funds in Ms Huang’s account to finance the acquisition of AC Milan. In my view if the Company is not alleging fraud or forgery, it must necessarily follow that it accepts the genuineness of the Agreement such that some weight should be given to the contemporaneous documents when determining whether the Company has a bona fide defence on substantial grounds. Is the principal due and payable? 28.On the assumption that the Agreement is genuine the Company advances an alternative defence that it has not been demonstrated that any principal has become due. It is clear from clause 3 that it was intended that the principal and the interest be repaid by instalments. Clause 3 envisages a repayment schedule being appended. One was not. Ms Huang says the mistake was not the omission of the schedule, but the failure to delete reference to it from clause 3. The First Schedule, however, contains a clause (d): “The Term: 24 months commencing from the date of drawdown of the Principal”. It is clear from the First Schedule that the Loan was for a period of 24 months. It makes no difference whether a repayment schedule has been lost and it cannot now be established what the instalments were. The only sensible construction of the Agreement, if that is the case, is that the entirety of the principal and the interest was payable by the end of the term and is thus now payable. Such construction, unlike the construction submitted by the Company at the hearing (that the second schedule could have provided that repayment by instalments shall begin upon the expiry of the term), poses no difficulty to the calculation of interest pursuant to clause (e). 29.The Company also suggests that what the Petitioner is asking the Court to do is to correct clause 3 and this is only permissible if the strict conditions explained in Palladian Partners LP v Argentina[4] are satisfied:
30.For this to be relevant, it must be proved that there was no second schedule and the reference to it in clause 3 was a mistake. Ms Huang has gone on oath stating that there was no second schedule and the reference to it was a mistake. If the parties never agreed or included a schedule of instalments, necessarily the reference to it in clause 3 was a mistake. The Company has adduced no evidence to suggest Ms Huang is wrong. There is no reason in the circumstances not to believe her evidence. The Company submits that determining whether Ms Huang is correct is not suitable for summary determination in insolvency proceedings. This is to misunderstand what has to be proved. In my view it is strongly arguable that on the construction of the Agreement either (A) assuming it did have a second schedule, the principal and the interest are clearly repayable or (B) assuming it did not have a second schedule, it is clear what the error was and that the Agreement should be rectified by deleting the second sentence of clause 3. It is for the Company to demonstrate that there is a substantial dispute about either of these, and it has not. Legal Principles 31.To defeat the Petition, it is necessary for the Company to demonstrate that it has a bona fide defence on substantial grounds. It must adduce “sufficiently precise evidence which is believable” and establish “a defence of substance, not just a fair probability of one”; and its evidence is to be weighed against the undisputed and indisputable background, “not to be approached with a wholly uncritical eye”: Re Genstar Investment Holding Ltd[5]. 32.Bare allegations “uncorroborated by documentary evidence or contrary to common and commercial sense” do not raise a substantial dispute; nor may a company “point to shortcomings in … records” and decline to pay. “Not only is that not a defence on substantial grounds, but it also falls short of satisfying the bona fide component of the test”: Re China Cultural City Ltd[6]. Whether the Company’s assertions are believable “is a question to be answered not by taking those assertions in isolation but rather by taking them in the context of so much of the background as is either undisputed or beyond reasonable dispute”—a recognition without which the law “would create a debt dodgers’ charter”: Re Yueshou Environmental Holdings Ltd[7]. 33.The onus lies on the Company to identify a dispute of substance. It is not for the Petitioner to prove the genuineness of its documents against a catalogue of “anomalies”; to require that would impermissibly reverse the burden: Re Asia Television Holdings Ltd[8] — a case which, like this one, concerned a loan agreement and an acknowledgment of debt met by allegations of unexplained “peculiarities”. 34.Decisively for the present case, as the Company has admitted the Debt in writing four times. Two further principles from Yueshou are directly on point:
Limitation 35.The Petitioner submitted that the claim is not time barred because it is well-established that a written acknowledgment by the debtor restarts the limitation period, the right being “deemed to have accrued on and not before” the date of acknowledgment: sections 23(3) and 24 of the Limitation Ordinance, Cap. 347, Guangzhou Finance Co Ltd v Chung Kin Holdings Co Ltd[9] and 曾韻如 v 柯金牌[10]. 36.The chain is unbroken. Each acknowledgment (see [19] above quoting [23] of Ms Huang’s affirmation) falls within six years of the last accrual:
Disposition 37.For the foregoing reasons, I made a winding-up order against the Company. I will now make a costs order nisi that the Petitioner’s costs of the Petition be taxed and paid out of the assets of the Company.
Mr Look Chan Ho and Mr Charlie Liu, instructed by Gall, for the Petitioner Mr Justin Tang (Solicitor Advocate) of Linklaters for the Company Ms Nicole Chan, instructed by CK Lee & Co, for the Supporting Creditor (Great Earn International Limited) [1] Provided that the facts which make the conduct complained of fraudulent are pleaded, it is not necessary to use the word “fraud” or “dishonesty” in order to plead fraud: Hong Kong Civil Procedure 2026, 18/8/19, citing Armitage v Nurse [1998] Ch 241 which was followed by the Court of Appeal in Haifa International Finance Co Ltd v Concord Strategic Investments Ltd [2009] 4 HKLRD 29 at [16]. [2] The judgment of the Court (Tang JA, Yam and Lam JJ) was given in Chinese: 林哲民經營日昌電業公司訴特佳機器廠有限公司及另一人(unreported, CACV 122/2004, 29 November 2005). The Chinese original reads as follows:「在訴訟事宜中，訴訟人士亦須明白就性質嚴重的指控，法庭必定要求非常嚴謹的證明才會接納這些指控。因此，所有的律師及大律師亦明白在作出這些嚴重指控前，他們必須得到確實充分的證據才向法庭提出相關的論點。這項責任不單是應用於陳詞當中，在沒有充分證據下，律師及大律師不應該在狀書或其他法庭文件中提出欺詐，詐騙或同等嚴重性的指控。過往亦有案例，若一位訴訟人士在沒有充分證據支持下提出這些嚴重的指控，法庭可以引用固有的權力撤銷這些沒有基礎的訴狀，因為法庭不會容忍訴訟人士以訴訟為名向對方作出一些無理的辱罵，濫用司法程序 (參考Tam Chi Kok Gabriel v Fok Eugina, HCA 1859/1992, 12 June 2003; ‘The Gagich’, HCAJ 361/1995, 7 January 1997; C S Low Investment Ltd v Freshfields [1991] 1 HKLR 12 at p. 23A-D)」. [3] CS Low Investment Ltd v Freshfields [1991] 1 HKLR 12, Fuad VP at 23D. [4] [2024] EWCA Civ 641, quoting East v Pantiles (Plant Hire) Ltd (1981) 263 EG 61. [5] [2022] HKCFI 3482 at [5]. [6] [2020] HKCFI 1598 at [10], [12]. [7] [2014] HKCLC 787 at [8]. [8] [2026] HKCFI 3098, Fung J at [11], [17]. [9] [2023] HKCFI 2398; [2024] 1 HKC 385, Au-Yeung J at [46]–[49]. [10] [2022] HKCFI 890, Au-Yeung J at [31]. |
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