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HCCW 273/2023 and HCB 3468/2023
(Heard Together)
[2024] HKCFI 2286
HCCW 273/2023
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
COMPANIES (WINDING-UP) PROCEEDINGS NO 273 OF 2023
________________________
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IN THE MATTER of the Companies (Winding up and Miscellaneous Provisions) Ordinance (
Cap 32
)
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and
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IN THE MATTER of MEGA GOLD HOLDINGS LIMITED 金盛控股有限公司
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________________________
AND
HCB 3468/2023
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
BANKRUPTCY PROCEEDINGS NO 3468 OF 2023
________________________
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Re: MAN CHUN SING MATTHEW (文振聲)
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Debtor
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Ex Parte: NEW DEAL TRADING LIMITED
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Petitioner
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________________________
(HEARD TOGETHER)
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Before:
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Mr Recorder Richard Khaw SC in Court
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Date of Hearing:
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6 December 2023
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Date of Further Submissions:
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13 May 2024, 3 June 2024, 18 June 2024 and 26 July 2024
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Date of Judgment:
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30 August 2024
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_______________
J U D G M E N T
_______________
1.
On 6 December 2023, pursuant to the orders made by Linda Chan J on 10 October 2023 and Anthony Chan J dated 21 August 2023, two petitions filed by the Petitioner, New Deal Trading Limited (“
Petitioner
”) were heard together, namely a winding-up petition (“
the Winding-up Petition
”) against Mega Gold Holdings Limited (“
Company
”) and a bankruptcy petition (“
the Bankruptcy Petition
”) against Man Chun Sing Matthew (“
Debtor
”). Both petitions were presented on the basis of debts allegedly owed by the Company and the Debtor to the Petitioner, which arose from various agreements made between the Petitioner and the Company under which the Debtor agreed to guarantee the performance of the Company’s obligations.
A. FACTUAL BACKGROUND
A1. The Company and the Petitioner
2.
The Company was incorporated in the British Virgin Islands on 6 January 2009. The Debtor is the founder and CEO of the Company. He holds 7,184 Ordinary Shares (i.e. 30.75% of the total issued shares in the Company).
3.
The Petitioner is also a shareholder of the Company, holding 3,389 Series A Preference Shares and 3,794 Ordinary Shares.
4.
Around late 2015, the Petitioner decided to further invest in the Company. While the Company is incorporated in the British Virgin Islands, its principal place of business is located in Hong Kong at the Science Park. The Company holds substantial assets in Hong Kong, including several operating subsidiaries which are incorporated in Hong Kong and provide services related to internet technologies.
A2. Share Purchase Deed
5.
By a share purchase deed dated 23 December 2015 (“
Share Purchase Deed
”), the Petitioner agreed to purchase 3,794 Ordinary Shares in the Company (“
Sale Shares
”) from Mega Treasureland Limited, a holding company wholly owned by the Debtor, at a consideration of HK
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