HCCW 243/2023

[2024] HKCFI 2097

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) PROCEEDINGS NO 243 OF 2023

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J U D G M E N T

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1. The Company was incorporated in the Cayman Islands on 7 December 2000. It has since 23 February 2001 been registered as a non-Hong Kong company. The Company has issued share capital of HK$500 million divided into 500 million shares all of which have been paid up or credited as paid up. Its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (“ HKEx ”) (stock code 362).

2. The Company through its indirect subsidiaries engage in the business of manufacture and sale of chemical products, generation and supply of heat and power and construction services in the Mainland. Ms Chan Yuk Foebe (“ Chan Yuk ”) has since at least 2013 been the chairman, chief executive officer and executive director of the Company.

3. The Company has raised funds by issuing bonds each with a principal amount of HK$10 million to individual investors. The “Petitioner” (as defined in §5 below) and the Supporting Creditors (as defined in §18 below) on their case, have subscribed for the bonds issued by the Company in 2013, 2014 or 2015, apparently for the purpose of fulfilling the investment requirement under the Capital Investment Entrant Scheme in Hong Kong.

4. The proceedings have a chequered history with the Company trying to deploy every conceivable tactic so as to delay payment of the debts due to the Petitioner and the Supporting Creditors under the bonds issued by the Company.

Petitioner’s Judgment Debt

5. On 13 April 2023, Ms Wang Yuexian, the original petitioner in these proceedings (“ Petitioner ”), obtained summary judgment in HCA 231/2022 on part of her claim from a Master in the amount of HK$5,500,000 (“ Judgment ”). In HCA 231/2022, the Petitioner claimed that:

(1) HK$10 million was due and payable by the Company under a bond issued by the Company pursuant to a written agreement dated 4 December 2013 (“ P’s Bond ”).

(2) The date of redemption of P’s Bond was 6 December 2021 whereupon the principal together with interest at 4% p.a. was payable to the Petitioner. In breach of P’s Bond and the agreement, no payment was made by the Company.

(3) By letter dated 20 December 2021, the Company through its solicitors alleged that the Petitioner had executed an undated deed of waiver with effect that the amount due to the Petitioner shall be reduced to HK$5.5 million. The Petitioner said that she never executed the alleged deed of waiver.

(4) The Company was liable to pay HK$13.2 million to her, being the principal and the interest due on P’s Bond [1] . A copy of P’s Bond was appended to the statement of cla