ANGELA BARKHOUSE, THE OFFICIAL LIQUIDATOR OF BRIDGE GLOBAL ABSOLUTE RETURN FUND SPC (IN OFFICIAL LIQUIDATION) v. LEADING SECURITIES COMPANY LTD (formerly known as CRIC SECURITIES COMPANY LTD) AND OTHERS

HCMP 322/2024

[2024] HKCFI 1160

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 322 OF 2024

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REASONS FOR JUDGMENT

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1.  By Originating Summons dated 26 February 2024 (as amended on 23 April 2024) (“OS”) Ms Angela Barkhouse[1], the official liquidator (“Liquidator”) of Bridge Global Absolute Return Fund SPC (in liq) (“Company”), seeks an order for recognition of her appointment and powers to assist the performance of her functions as liquidator in Hong Kong. In the OS, the Liquidator also seeks an order against Leading Securities Company Ltd (“D1”), Maples Fund Services (Asia) Ltd (“D2”) and BDO Limited (“D3”) requiring them to produce documents relating to the Company.

2.  D2 is neutral to the application and has been excused from attending the hearing.

3.  At the hearing, leave was granted to the Liquidator to amend the name of D1 to the name as it appears in the title, and without reference to “Hanhong (Hong Kong) Limited” so as to address the concern raised by D1. After hearing the parties’ submissions, this Court made an order in terms set out in the Schedule hereto.

4.  These are the reasons for my judgment.

Background

5.  The Company was incorporated under the laws of the Cayman Islands as an exempted limited liability segregated portfolio company and was registered as a regulated mutual fund under the Mutual Funds Act of the Cayman Islands on 8 August 2012. The Company purported to carry on the business of investment fund until 20 May 2020 when the Cayman Islands Monetary Authority cancelled its mutual fund registration.[2]

6.  On 5 May 2022, the Company was wound up by the Grand Court of the Cayman Islands (“Cayman court”) on the grounds of inability to pay debts and that it would be just and equitable for the Company to be wound up.[3] On the same day, the Liquidator alongside with Mr George Kimberley Leck were appointed as the joint official liquidators of the Company. Following Mr Leck’s release on 23 January 2024, the Liquidator became the sole liquidator of the Company.[4]

7.  On 12 August 2022, under the authority of Mr Justice Ian Kawaley, a Letter of Request was issued by the Cayman court (“LoR”) to the Hong Kong court requesting recognition of the liquidation and appointment of the Liquidator, and assistance to the Liquidator in effecting the winding up of the Company generally by making such further orders to the extent and in the manner considered appropriate by the court to enable the Liquidator to properly discharge her duties and functions.[5]

8.  1Malaysia Development Berhad (“1MDB”) was established as a sovereign wealth fund and was subsequently converted into a federal entity owned by the Malaysian Ministry of Finance. Its purpose was to promote social and economic development of Malaysia through foreign investment and development partnerships.[6]

9.  Since her appointment, the Liquidator has been investigating what is believed to be a massive fraud perpetrated against 1MDB and SRC International Sdn Bhd and public funds of over US$7,650 million for the personal benefit of the fraudsters of which US$4,500 million remains unaccounted for (“Fraud”)[7].

10.  Based on the Liquidator’s investigation, the Fraud:

(1)  was perpetrated by the then Prime Minister of Malaysia, Mr Mohb Najib bin Hj Abdul Razak, and Malaysian financier, Mr Low Taek Jho (“Jho Low”), through their control over 1MDB. Both of them have been subject to criminal proceedings in Malaysia and/or the United States;[8]

(2)  involved dissipating public funds under the guise of a series of purported investments held through a web of offshore entities[9]; and

(3)  involved using the Company, which seemingly operated a legitimate and profitable fund, to conceal the fraudulent diversion of over US$1,800 million intended to be invested by 1MDB in a joint venture (“1MDB PetroSaudi”) with PetroSaudi International. Specifically, the Company was found to be a key vehicle involved in 2 out of the 4 principal phases of the Fraud identified by the United States Department of Justice namely, the “Good Star” Phase and “Options Buyback” Phase.[10]

11.  In the “Good Star” Phase:

(1)  1MDB purportedly invested US$1,830 million in 1MDB PetroSaudi, when in fact US$1,030 million was diverted to an account beneficially owned and controlled by Jho Low.[11]

(2)  To conceal the diversion of funds, 1MDB’s investment in 1MDB PetroSaudi was then restructured into 49% equity interest in PetroSaudi Oil Services Limited (“PSOSL”) held through 1MDB International Holdings Limited (“1MDB International”).[12]

(3)  On 2 August 2012, 1MDB disposed its entire interest in 1MDB International to a BVI company, Bridge Partners International Investment Limited (“Bridge Partners International”) for US$2,318 million which was paid by way of 6 promissory notes. 1MDB then invested the sale proceeds (i.e. promissory notes) into Brazen Sky Limited (“Brazen Sky”) which, in turn, used the proceeds to subscribe for various classes of shares in 6 segregated portfolios (“Segregated Portfolios”) in the Company. The Company was essentially an investment fund managed by Bridge Global Asset Management Ltd[13] (“Investment Manager”).[14]

(4)  Through the sale to Bridge Partners International, 1MDB’s investment appeared to have generated sale proceeds of US$2,138 million which were then invested into the Company, whose only asset was the equity interest in PSOSL.[15]

(5)  The Company paid substantial management fee and investment fees in the amount of US$32,652,000 to the Investment Manager.[16]

12.  In the “Options Buyback” phase:

(1)  The former officers of 1MDB made a series of misrepresentations about the value of the fund units in the Company and obtained syndicated loans from Deutsche Bank (“DB Loans”) using the fund units in the Company as collateral. The DB Loans were purportedly obtained to terminate 2 option agreements relating to 1MDB Energy Limited and 1MDB Energy (Langat) Limited.[17]

(2)  The proceeds of the DB Loans were not used for the stated purpose but repeatedly cycled through Brazen Sky and the Company in order to conceal the investment losses sustained in the “Good Star” Phase, and create the false appearance that (a) Brazen Sky had liquidated its investments in the Segregated Portfolios; (b) Brazen Sky received cash redemptions from the Company in exchange for sale of fund units; and (c) the assets underlying the Company were liquid and valuable.[18]

13.  Based on the books and records of the Company and the information provided by Campbells, the attorneys of Mr Nicholas McDonald, the former sole director of the Company, D1-D3 had provided services to the Company during the period from 2013 to 2015 in that:

(1)  D1 was the former investment advisor and/or fund administrator of the Company.[19] There is a dispute as to whether D1 was formerly known as “Hanhong (Hong Kong) Limited”.

(2)  Vistra Fund Services Asia Limited[20] (“VFSAL”), which was acquired by D2 in 2014 and is now dissolved, was the former administrator of the Company.[21]

(3)  D3 was involved in the preparation and/or audit of the financial statements of the Company for the years 2013/14 and 2014/15 which were never signed off.[22]

14.  In 2022 and 2023, the Liquidator and her solicitors, Messrs Tanner de Witt (“TDW”), had requested the D1-D3 to produce documents relating to the Company but they failed to respond to the requests.[23] It was only until 26 February 2024 that the Liquidator issued the OS and sought an order requiring the Ds to produce the classes of documents described in §§4-6 of the OS.

Recognition and Assistance

15.  The approach of the court in dealing with an application for recognition of foreign insolvency proceedings and assistance to foreign office-holder has been summarised in Re Guangdong Overseas Construction Corporation [2023] 3 HKLRD 262, §17:

(1)  The power at common law to recognize and assist a foreign office-holder does not depend on winding up proceedings having been commenced against the company in the assisting court, as the court is asked to recognize the office-holder appointed in the place of incorporation as the lawful agent in accordance with principle of private international law;

(2)  The applicant has to satisfy the court that:

(a)  the foreign insolvency proceedings are collective insolvency proceedings;

(b)  the foreign insolvency proceedings are conducted in the jurisdiction in which the company’s centre of main interest is located; and

(c)  the assistance is necessary for the administration of a foreign winding up or the performance of the office-holder’s functions, and the order is consistent with the substantive law and public policy of the assisting court so it is not available for purposes which are properly the subject of other schemes.

(3)  As to the extent and terms of assistance to be provided to the office-holder, the authorities show that the court has granted assistance to a foreign office-holder, inter alia, to obtain and gather information and documents relating to the company from third parties.[24]

16.  Mr Jonathan Ng, counsel for the Liquidator, submits that this is an appropriate case for the court to recognise and provide assistance to the Liquidator given that:

(1)  the Company was wound up by the Cayman court, and the insolvency proceeding conducted under the supervision of the Cayman court is a collective insolvency proceeding;

(2)  The insolvency proceedings of the Company are conducted in the Cayman Islands, which is the Company’s place of incorporation and its centre of main interest. As regards centre of main interest, the Company (a) had a registered office address in the Cayman Islands, (b) was registered as a regulated mutual fund under the Mutual Funds Act of the Cayman Islands; (c) operated a fund through the Investment Manager in the Cayman Islands; and (d) its former company secretary was also domiciled in the Cayman Islands.[25]

(3)  The assistance sought in the LoR and §2 of the OS are powers commonly granted to foreign liquidators (e.g. power to collect assets of the Company, power to request for documents belonging to the Company, power to bring legal proceedings, etc.) which exist under the laws of the Cayman Islands.[26] They are necessary for the performance of the Liquidator’s functions, given that D1-D3 had refused to cooperate with the Liquidator and failed to provide any documents relating to the Company which could assist in the Liquidator’s investigation in the Fraud and to recover the misappropriated funds.[27] The court’s assistance will aid the orderly and efficient administration of the Company’s insolvency proceedings.

17.  Mr S Hung, solicitor for D3, submits that the application for recognition and assistance should have been made ex parte without joining D3. While the court has power to assist a foreign office-holder under the principle of “modified universalism”, the exercise of such power is subject to various limits, one of which is that the power for which assistance is sought must be available under the law for which the office-holder was appointed (Singularis Holdings Ltd v PricewaterhouseCoopers [2015] AC 1675, §25). Therefore, the introductory part of §2 of the draft Order should be amended to include the following caveats (tracking the language of §10 of the LoR):

“The Liquidator may exercise such powers as are available as a matter of both Cayman Islands and Hong Kong laws and pursuant to the order of the Grand Court of the Cayman Islands dated 5 May 2022. Subject to the foregoing, the Liquidator may exercise the following powers for the purpose of carrying out her functions as Liquidator of the Company:”

18.  This is a clear case where the court should recognize the winding up of the Company and assist the Liquidator in the performance of her duties and functions in terms of §1 and 2(a)-(g) of the OS. I do not think the introductory words suggested by Mr Hung are necessary, as the court must have been satisfied that the powers given to the Liquidator are available as a matter of Cayman law and Hong Kong law before making the order for recognition and assistance.

19.  In my view, it is neither necessary nor appropriate for the court to make an order in terms of §2(h) and 3 of the OS for the following reasons.

20.  §2(h) gives the Liquidator the power to apply for an order under s.286B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) [28] (“CWUMPO”). This is not necessary. The Liquidator has power to make any application as she sees fit. Whether the court will accede to the application is a matter for the court seised with the application.

21.  Mr Ng refers the court to Re BJB Career Education Co Ltd [2017] 1 HKLRD 113 §7, and submits that the common law power of assistance extends to ordering oral examination if such power exists in the jurisdiction of the place of liquidation. For the reasons explained in Re Up Energy Development Group Ltd [2022] 2 HKLRD 993, [2022] HKCFI 1329, §§59-68, I have doubts as to whether the provisions under CWUMPO apply to a company which has not been wound up by the Hong Kong court.

22.  It is not necessary to decide whether s.286B of CWUMPO applies to a company which has not been wound up by the Hong Kong court, as the court undoubtedly has power under the common law to order a third party subject to the in personam jurisdiction of the court to produce documents and information relating to a company in liquidation in another jurisdiction so as to assist the performance of the office-holder’s functions (Re Guangdong Overseas Construction Corp, §17; Singularis Holdings Ltd v PricewaterhouseCoopers, §§10, 19, 25; Re Global Brands Group Holding Ltd (in liq) [2022] 3 HKLRD 316, §45).

23.  The same reasoning applies to §3 of the OS, which deals with automatic stay of action or proceeding and mirrors the wordings of s.186 of CWUMPO. On the face of s.186, it only applies when a company has been wound up or a provisional liquidator appointed by the Hong Kong court. Although the court does have power to grant a stay of action or proceeding where it thinks fit to do so[29] or on case management ground[30], the evidence filed by the Liquidator does not show that there is any need for the court to grant a stay of any proceeding, let alone on a carte blanche basis.

Production of documents against Ds

24.  Mr Ng submits that the court may make an order for production of documents in conjunction with an application for recognition and assistance (Re Rennie Produce (Aust) Pty Ltd, HCMP 1640/2016, 26 August 2016). Under s.286B of the CWUMPO, a liquidator is entitled to seek an order for production of any books and papers “relating to the company or the promotion, formation, trade, dealings, affairs or property of the company”. The purpose of s.286B is to enable liquidators to reconstitute the knowledge of the company in liquidation and to discover facts and documents relating to potential claims by liquidators against third parties (Joint & Several Liquidators of Kong Wah Holdings Ltd v Grande Holdings Ltd (2006) 9 HKCFAR 766, §§25-26, 30). For this purpose:

(1)  The liquidator must show that the documents sought are reasonably required to enable him to carry out his functions, not that they are necessary to enable him to do so.

(2)  In light of the summary nature of the procedure and the need for expedition, the court cannot be expected to indulge in fine judgements as to the precise width of the order which should be made.

(3)  The court must take care not to cut down the width of the order sought by the liquidator in a way which would risk making it ineffective.

25.  It seems to me that the principles discussed in Re Kong Wah apply with equal force when the court considers whether it is appropriate to exercise its power under the common law to make an order requiring a third party to produce documents and information to assist a foreign liquidator in the performance of his duties and functions.

(1)  Under s.286B or the common law, the court is concerned with whether it is appropriate to exercise its power to assist a liquidator to carry out his functions, which are to collect the assets of the company, settle its liabilities and distribute its surplus funds amongst its creditors; and to investigate the causes of the company’s failure and the conduct of those concerned in its dealings and affairs.

(2)  For the court to exercise the wide power to assist a foreign liquidator by ordering a third party to produce documents or information, the liquidator has to satisfy the court that the information or documents sought are reasonably required to enable him to carry out his functions, and the court must endeavour to strike a balance between the liquidator’s reasonable requirement and the need to avoid making an order that is unreasonable, unnecessary or oppressive to the party from whom the document or information are sought.

26.  At the hearing, Mr Ng provides a draft order (“draft Order”) which is substantially the same as the order sought in §§1-9 the OS with some changes in response to the concerns raised by the D1-D3. The order sought in §§4, 5 and 6 of the OS (and reproduced in §§4, 5 and 6 of the draft Order) concern with D1, D2 and D3 respectively.

D1

27.  Mr Ng submits that it is appropriate for the court to make an order requiring D1 to produce the documents described in §4 of the OS/draft Order for the following reasons:

(1)  The documents sought concern (a) the dealings between D1 (as former investment advisor and/or the fund administrator) and the Company; and (b) the records in respect of the Company’s investments and funds held by D1.

(2)  Such information would assist the Liquidator in reconstituting the affairs of the Company and investigating the Fraud.[31]

(3)  D1 adopts a neutral stance in respect of the application.[32]

28.  Mr Philip Li, counsel for D1, does not dispute that the Liquidator reasonably require the documents sought in §4 of the OS. He makes the following points:

(1)  the Liquidator’s characterization of D1 as the “fund administrator” of the Company is incorrect. D1 was only an investment advisor of the Company, and the role was “explicitly outlined” in the Investment Advisory Agreement provided by the Liquidator to D1 on 10 April 2024.

(2)  The Liquidators’ reliance on an unsigned letter dated 1 March 2015 in support of her assertion that D1 had acted as the fund administrator of the Company is “fundamentally flawed” as the absence of a signature on the letter “casts doubts on its authenticity and legal validity”. The letter was issued by “漢紅股權基金 Hanhong (Hong Kong) Limited”, which is distinct from D1 and any of D1’s predecessors.

(3)  As D1’s role was limited to that of an investment advisor, it follows that D1 neither possessed nor was required to keep any documents relating to the Company's financial operations. Hence, D1 did not have possession or control over the financial records or the documentation of funds as described in §4(b) and (d) of the OS.

(4)  Regarding §4(a) and (c) of the OS, D1 will use its best efforts to locate these documents and is willing to provide them to the Liquidator if and when they are found. However, as these documents are at least 7 years old, D1 requires 28 days to conduct the search.

29.  In the draft Order, the Liquidator has removed the reference to “fund administrator” to address the concern raised by D1.

30.  Although Mr Li emphasises that D1 never used the name “Hanhong (Hong Kong) Limited” and insists that the OS should be amended to remove such name, I note that in the Investment Advisory Agreement upon which D1 relies, the name of the investment advisor was “Hanhong (Hong Kong) Limited”. This suggests that D1 has in the past used that name when it dealt with the Company.

31.  While Mr Li contends that D1 does not have documents falling within the scope of §4(b) and (d) of the OS, I do not think that it is appropriate to cut down the width of the order as D1 has not filed any evidence in support of the contention. More importantly, in view of D1’s role as investment advisor, it may well have in its possession or control documents failing within the description of §4(b) and (d) of the OS.

D2

32.  Mr Ng submits that the documents sought in §5 of the OS concern (a) the dealings between VFSAL (as former administrator) and (b) the records relating to the Company’s investments and funds held by VFSAL. This information would assist the Liquidator in reconstituting the knowledge of the Company and investigate the Fraud.[33]

(1)  D2 in principle agrees to produce the documents, with the exception of §5(c). D2 claims that (a) VFSAL had not made decisions regarding investments and such decisions were made by the Company; and (b) such documents are internal records belonging to D2.[34]

(2)  In light of the stance taken by D2, the Liquidator agrees to re-formulate §5(c) as “documents recording the execution and implementation by VFSAL of any instructions from the Company regarding investments, placements or redemptions”. This formulation captures the gist of the information sought by the Liquidator under OS §5(c), viz information relating to the investment decisions made by the Company, and concerns documents recording information provided by the Company (which falls within the scope of s.138 of the Companies Act in the Cayman Islands[35]). The revised formulation is agreeable to D2[36].

(3)  D2 argues that OS §7 is oppressive.[37] This cannot be right. The affidavit merely requires D2 to confirm that it has fulfilled its obligations under OS §5 (which D2 agrees) if it does not have the requested documents in its possession.

33.  I agree with the submissions of Mr Ng. The order sought in §7 of the OS merely requires D2 to confirm that it has produced all documents falling within §5 and to provide information on the whereabouts of the documents which it no longer have possession. Such order is necessary to give efficacy to the order under §5 of the OS/draft Order.

D3

34.  Mr Ng submits that the documents enumerated in OS §6 concern (1) the Company’s financial statements; (2) the underlying documents relied on for the purpose of preparing the financial statements; (3) audit working papers; (4) documents relating to the dealings between the Company and D3; and (5) documents relating to the Company’s assets position. This information is essential for the Liquidator to understand the Company’s financial position and to further her investigation into the Fraud.[38]

35.  Although the Liquidator had during the period from 2022-23 repeatedly requested D3 to produce the documents relating to the audit of the Company, it was only until 26 March 2024 that D3 alleged, for the first time, that BDO Cayman Ltd (“BDO Cayman”) (rather than D3) was the Company’s auditor.[39] On 10 April 2024, D3 further claimed that the audit working papers are property of BDO Cayman.[40] In light of this recent revelation, the Liquidator has been liaising with BDO Cayman for production of the audit working papers. The Liquidator proposes that OS §6(c) be adjourned sine die. In correspondence, D3’s stance is that it is agreeable to produce the documents listed in OS §6(a)-(b), (d)-(f) insofar as they are available to D3.[41]

36.  Mr Hung contends that by reason of the following matters, the court should adjourn the entire §6 of the OS:

(1)  BDO Cayman was engaged by the Company to audit the financial statements of the Company for the year ended 31 March 2015 pursuant to the engagement letter dated 20 October 2015 ("Cayman Audit Engagement"), which was after the 2 phases of the Fraud relied on by the Liquidator.

(2)  D3 was involved in the audit as a sub-contractor of BDO Cayman, and had no contractual relationship with the Company.

(3)  The Cayman Audit Engagement is governed by Cayman law. The Liquidator’s and the Company’s entitlement to any documents retained by D3 should be determined by the Cayman court, in the event no agreement can be reached between the Liquidator and BDO Cayman.

(4)  The question of document production under the Cayman insolvency regime particularly ownership of audit working papers, has been subject to a raft of legal arguments as is evident in Joint Provisional Liquidators of CECEP Costin New Materials Group Limited (in provisional liquidation) v RSM Nelson Wheeler (a firm) and RSM Hong Kong (a firm) [2021] HKCFI 794, where Harris J considered that the Cayman court is better placed to determine the issue (§4).

(5)  To assist the Liquidator, D3 has agreed in correspondence (without prejudice to its position that the court should not make any order to compel D3 to produce any documents), to provide copies of the following documents to the extent they are still retained in D3’s server:

(a)  documents that were initially provided by the Company to D3;

(b)  any correspondence exchanged between D3 and the Company; and

(c)  any bank account details of the Company that may be identified from D3’s finance records.

(6)  If the Liquidator takes issue with the sufficiency of the documents to be produced by D3, she should submit such issue to the Cayman court. An order in terms of §6 of the draft order is “problematic as those terms are confusing and potentially lead to disputes (or may pre-empt certain issues to be determined by the Cayman Court”.

37.  I do not think that the court should adjourn the entire §6 of the OS to await determination by the Cayman court for the following reasons:

(1)  D3 was admittedly involved in carrying out the audit of the Company’s financial statements for at least the years 2014 and 2015 as sub-contractor of BDO Cayman. Such documents would assist the Liquidator in ascertaining the financial position of the Company at the time, how its funds were dealt with and the persons/entitles involved in receiving and paying the funds. They would also assist the Liquidator in her investigation of the Fraud.

(2)  The absence of any contractual relationship between the Company and D3, even if correct (which I express no view), is neither here nor there. The power to order D3 to produce documents to assist the Liquidator does not depend on the existence of any prior contractual relationship between the company in liquidation and the third party against which the documents is sought.

(3)  There is no justification as to why this Court should adjourn the entire §6 of the OS pending determination by the Cayman court when no proceeding has been commenced or pending in the Cayman court.

(4)  It has not been explained why the Cayman court has jurisdiction over D3, which is a Hong Kong company, whether for the purpose of determining the sufficiency of the documents to be produced or any other purpose. The question whether the court should order D3 to produce the remaining documents as a matter of Hong Kong law is an issue which should be determined by this Court.

(5)  The reliance on CECEP Costin is misplaced. In that case, the court was faced with an argument that under Cayman law, there is no power to order a former auditor to produce its audit working papers (§3). It is not surprising that the court considered that it would be desirable for the Cayman court to determine such issue.

(6)  In the present case, to cater for the possibility that the parties will have to argue the issue in the Cayman court, the Liquidator in §6 of the draft Order added the words “(excluding any audit working papers)” after the word “documents”, to make clear that the documents required to be produced by D3 do not cover any audit working papers.

38.  The D1-D3 do not ask for costs. This is right as they failed to provide the documents requested by the Liquidator despite repeated demands and requests. It is only until the Liquidator issued the OS that some concessions were made by D1-D3. Although D3 effectively opposes the application, no additional costs were incurred as the application was disposed of at the first hearing of the OS.

39.  D1-D3 are entitled to be paid reasonable expenses in complying with the order made by this Court. For the avoidance of doubt, such costs do not include any legal costs or any time costs charged or to be charged by any professional advisers engaged by D1-D3 to assist them in complying with the order.

Schedule

1.  The liquidation of Bridge Global Absolute Return Fund SPC (in Official Liquidation) (the “Company”) and the appointment of Angela Barkhouse of Kroll (Cayman) Ltd, Strathvale House, 3^rd Floor, 90 North Church Street, Grand Cayman KY1-1204, Cayman Islands, as Official Liquidator (“OL” or “Plaintiff”) pursuant to the order of the Grand Court of the Cayman Islands dated 5 May 2022 be recognised by this Court;

2.  The OL has and may exercise in the Hong Kong Special Administrative Region the following powers for the purpose of carrying out her functions as OL of the Company:

(1)  to request and receive documents and information belonging to the Company concerning its promotion, formation, business dealings, accounts, assets, liabilities or affairs including the cause of its insolvency;

(2)  to locate, protect, secure and take into her possession and control the books, papers, and records of and in relation to the Company including the accounting and statutory records within the jurisdiction of this Court and to continue her investigation into the assets and affairs of the Company and the circumstances which gave rise to its insolvency;

(3)  to locate, protect, secure and take into her possession and control all assets and property within the jurisdiction of this Court to which the Company is or appears to be entitled;

(4)  to take all necessary steps to prevent any disposal of the Company’s assets and, in particular, to secure any credit balances in any bank accounts in the name or under the control of the Company within this jurisdiction;

(5)  to operate and open or close any bank accounts in the name and on behalf of the Company for the purpose of collecting the assets and paying the costs and expenses of the Plaintiff;

(6)  to retain and employ barristers, solicitors or attorneys, accountants and/or such other agents or professional persons as the OL considers appropriate for the purpose of advising or assisting in the execution of her powers and duties under this Order; and

(7)  to bring legal proceedings and make applications to this Court, whether in her own name or in the name of the Company;

3.  The 1^st Defendant do produce copies of the following documents (whether stored in physical or electronic form) to the OL’s solicitors within 28 days from the date of this Order:

(1)  All agreements and contractual documentation between the 1^st Defendant and the Company;

(2)  All financial records in respect of the Company’s investments;

(3)  All documents showing the fees paid to the 1^st Defendant by the Company, including, copies of all invoice(s) and receipt(s); and

(4)  All documents showing any funds held by the 1^st Defendant for and on behalf of the Company.

4.  The 2^nd Defendant do produce copies of the following documents (whether stored in physical or electronic form) to the OL’s solicitors within 21 days from the date of this Order:

(1)  All agreements and contractual documentation between Vistra Fund Services Asia Limited (“VFSAL”) and the Company;

(2)  All financial records and related data in respect of the Company’s investments;

(3)  All documents recording the execution and implementation by VFSAL of any instructions from the Company regarding investments, placements or redemptions;

(4)  All documents showing the fees paid to VFSAL by the Company, including copies of all invoice(s) and receipt(s); and

(5)  All documents showing any funds held by VFSAL for and on behalf of the Company.

5.  The 3^rd Defendant do produce copies of the following documents (whether stored in physical or electronic form) excluding any audit working papers to the OL’s solicitors within 21 days from the date of this Order:

(1)  All audit reports and/or financial statements, whether in draft or in final form, prepared for or on behalf of the Company;

(2)  All books and records used to prepare the audit reports and/or financial statements referred to in paragraph 5(1) above;

(3)  All correspondence between the 3^rd Defendant and the Company; and

(4)  All documents showing all cash, portfolio securities and any other assets held (or previously held) by the Company;

6.  In the event that any of the 1^st to 3^rd Defendants asserts that it is not in possession of any of the documents failing within the scope of paragraphs 3 to 5 above (as the case may be) (“Requested Documents”), it shall within 35 days from the date of this Order file and serve an affidavit stating whether it has at any time had in its possession, custody or power the Requested Documents or any of them but are not now in its possession, custody or power, and when it parted with the same and what has become of the same;

7.  The 3^rd Defendant shall within 28 days from the date of this Order file and serve an affidavit providing details of all the bank accounts of the Company and the bank accounts from which the 3^rd Defendant received payments in satisfaction of any invoices issued by the 3^rd Defendant to the Company;

8.  Paragraph 6(c) of the OS be adjourned sine die with liberty to restore;

9.  Liberty to apply;

10.  The OL’s costs of this application be paid out of the assets of the Company as an expense of the liquidation; and

11.  The Plaintiff do pay the 1^st – 3^rd Defendants reasonable expenses in compliance with this order.