HCCW 80/2024

[2024] HKCFI 2574

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO 80 OF 2024

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REASONS FOR JUDGMENT

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1. By a petition presented on 6 February 2024 (“Petition”) Heritage Management Consultancy FZE (“the Petitioner”) seeks a winding up order against Brite Advisory Group Limited (“the Company”), a company incorporated in Hong Kong.

2. At the commencement of the hearing, the Company was absent. Towards the conclusion of the hearing, an unidentified person in the public gallery claiming to be one of directors of the Company sought to address the Court. As he had not obtained leave to represent the Company as required by RHC Order 5 rule 6, he could not be heard.

3. At the conclusion of the hearing, I ordered that the Company be wound up. My reasons appear below.

4. After the hearing concluded, the Petitioner’s solicitors conducted a company search on the Company only to discover that, shortly before the hearing, on 17 September 2024, the Company changed its name to BAG HK Limited. In the circumstances, all references to the “Company” in these Reasons must be understood as applying to BAG HK Limited, formerly known as Brite Advisory Group Limited. I also grant to effect any necessary amendments to these proceedings.

Relevant background

5. On 16 November 2021, the Company entered into a loan agreement with the Petitioner (“the Loan Agreement”):

(a) the Petitioner agreed to advance a loan of £470,000 (“Loan”) to the Company, with interest during the term of the Loan at a monthly rate of 1% (clause 1);

(b) the Company acknowledged receipt of the Loan (clause 2);

(c) the Loan would be repayable on 16 December 2021 (the Repayment Date”) and interest shall accrue at the monthly rate of 1% until repayment of the Loan (clauses 4 and 6).

6. On 16 November 2021, on the instruction of Mark Donnelly (“Mr Donnelly”), the Company’s founder and then CEO, the Petitioner transferred the Loan to the account of PSG SIPP Limited (“PSG”).

7. The Company failed to repay the Loan on the Repayment Date (16 December 2021).

8. Brite Advisors Pty Ltd (“Brite Advisors”) made interest payments on the Loan (pursuant to clause 6 of the Loan Agreement) on behalf of the Company to the Petitioner for the periods from (i) 16 November 2021 to 15 April 2022; (ii) 16 April 2022 to 1 June 2022; and (iii) 2 June 2022 to 15 August 2022 on 27 May 2022, 26 August 2022 and 2 September 2022 respectively.

9. The Petitioner’s solicitors (“Kennedys”) issued a statutory demand (“the November SD”) on 3 November 2023 in respect of the Loan and interest outstanding as at 3 November 2023.

10. John Lymer (“Mr Lymer”) a director of the Compan