Re Founder Information (Hong Kong) Ltd

Judgment Date24 May 2021
Neutral Citation[2021] HKCFI 1508
Year2021
Judgement NumberHCCW350/2020
Subject MatterCompanies Winding-up Proceedings
CourtCourt of First Instance (Hong Kong)
HCCW350A/2020 RE FOUNDER INFORMATION (HONG KONG) LTD

HCCW 350/2020

[2021] HKCFI 1508

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO 350 OF 2020

________________

IN THE MATTER of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32)

and

IN THE MATTER of Founder Information (Hong Kong) Limited (香港方正資訊有限公司)(Company No. 0798158) (the “Company”)

________________

Before: Hon Harris J inChambers

Date of Hearing: 24 May 2021

Date of Decision: 24 May 2021

________________

D E C I S I O N

________________

1. I have before me an application by the Liquidators of Founder Information (Hong Kong) Limited (the “Company”) for leave to issue and serve a High Court Action against Peking University Founder Group Company Limited 北大方正集團有限公司 (“PUFG”) in respect of PUFG’s obligations to the Company under the following agreements:

“1a. the Keepwell Deed, the Trust Deed, and the Deed of Equity Interest Purchase Undertaking, each of which was made between Kunzhi Limited, the Company, PUFG and The Bank of New York Mellon, London Branch dated 21 May 2018 in respect of the US$310,000,000 Floating Rate Guaranteed Bonds due 2021 issued by Kunzhi Limited;

1b. the Keepwell Deed, the Trust Deed, and the Deed of Equity Interest Purchase Undertaking, each of which was made between Kunzhi Limited, the Company, PUFG and The Bank of New York Mellon, London Branch and/or the Deed of Equity dated 17 April 2018 for the US$490,000,000 Floating Rate Guaranteed Bonds due 2020 issued by Kunzhi Limited.”

2. It is not necessary for the purposes of this application for me to explore the nature of those claims. The application before me is necessary because there is no committee of inspection to approve the commencement of the legal proceedings. Essentially the Liquidators are concerned that claims that they believe the Company has arising as a consequence of PUFG’s failure to honour its obligations to take steps to ensure that Kunzhi Limited’s obligations under trust deeds could be met, the Company having guaranteed Kunzhi’s obligations, give rise to claims for effectively an indemnity from PUFG. I would note in passing that it is not being contended that the suite of agreements to which I have referred earlier constitute a guarantee given by PUFG to the...

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