GALSWORTHY LTD v. LIU POR appointed to represent the estate of LIU CHENG CHAN, deceased AND OTHERS

HCA 560/2017

[2020] HKCFI 334

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 560 OF 2017

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BETWEEN

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DECISION

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I. INTRODUCTION

1.  On 30 September 2019, I handed down Judgment in respect of a number of applications by the plaintiff (“P”) and by the 1^st, 2^nd and 3^rd defendants (“D1, D2 and D3” or collectively “Ds”) (“Judgment”). I have set out in the Judgment the background to the present action, which I adopt but shall not repeat here. For convenience, I adopt herein the abbreviations in the Judgment.

2.  On 9 March 2017, Barnes J granted an ex parte Mareva injunction restraining each of D1/D2 (ie the 1^st Order) and D3 (is the 2^nd Order) from removing from Hong Kong any of his/her Hong Kong assets up to the amount of the Cap Sum or in any way disposing of, dealing with or diminishing any of his/her global assets up to the same value (see paragraph 10 of the Judgment). On 10 March 2017, P filed P’s Summons for continuation of the 1^st/2^nd Orders until conclusion of the trial or until further order (ie the Continuation Application) (see paragraph 11 of the Judgment).

3.  By the Variation Order dated 17 March 2017 made by consent, Campbell-Moffat J inter alia varied the 1^st/2^nd Orders for Ds to have ordinary/legal expenditure at capped sums, continued the 1^st/2^nd Orders until further order, and adjourned P’s Summons for argument (see paragraph 11 of the Judgment). By the Further Variation Order dated 26 May 2017, Au-Yeung J further varied the 2^nd Order (see paragraph 20 of the Judgment).

4.  On 11 August 2017, A Chan J discharged the 1^st Order as varied against D2, and dismissed P’s application for leave to appeal (see paragraph 23 of the Judgment). P renewed its application for leave to appeal to the Court of Appeal. On 29 August 2017, upon certain undertakings given by Ds,[1] the Court of Appeal dismissed P’s application for leave to appeal with provisions for costs.

5.  By the Judgment, I granted the following orders in respect of P’s Summons:

(a)	the 1st Order as varied by the Variation Order in relation to D1 be continued until conclusion of the trial in the present action or until further court order;
(b)	the 2nd Order as varied by the Variation Order and Further Variation Order in relation to D3 be continued until conclusion of the trial in the present action or until further court order.

6.  On 3 May 2019, P filed P’s Injunction Summons for an order that D2 (whether acting by herself or through others) must not in any way dispose of or deal with or diminish the net proceeds of sale of 2G Bishopgate completed on 15 February 2019 (“Proceeds”) save that D2 might pay the Proceeds or parts thereof to the Liquidator solely for the purpose of settling the judgment sum and/or other sums payable in whole or in part by D1/D2 in, arising from or in connection with Suit 434/2014 before the SG Court and Civil Appeals Nos 55-58/2017 before the SGCA (see paragraph 35 of the Judgment).

7.  By the time of the 2^nd Hearing, the parties agreed to deal with P’s Injunction Summons by way of a Consent Summons dated 17 July 2019, ie (a) to set out a case management timetable for filing affirmation evidence, and (b) to adjourn such summons for substantive argument upon certain undertakings given by D2 to P and the court. Thus, at the 2^nd Hearing, upon P’s undertaking through counsel to file such Consent Summons on or before 4pm on 22 July 2019, I granted an order in terms thereof (see paragraph 39 of the Judgment).

8.  P’s Injunction Summons was fixed to be heard by this court on 3 April 2020 at 10:00am (“3^rd Hearing”).

9.  On 16 December 2019, P’s solicitors (“PSols”) wrote to this court (with copy to D2’s solicitor (“D2Sols”)) (“Letter”) to advise that P and D2 had reached an in-principle agreement for an order to be made in respect of P’s Injunction Summons, but they were unable to agree on the terms of the cross-undertakings to be provided by P, Jinhui and Jinhui Holdings to the court (“Cross-undertakings”). PSols enclosed a series of correspondence with D2Sols on the subject from October to December 2019 (“Correspondence”), and a draft order prepared by PSols as set out in the schedule to this Decision (“Draft Order”). The Draft Order set out what had been agreed between P and D2 with the disagreed parts of the Cross- undertakings introduced by P (ie addition of pargarpah (f) with consequential changes to paragraphs (c)-(d), “P’s Proposal”) marked up for easy reference. For convenience of the parties, for the Draft Order set out in the schedule to this Decision, I adopt the terms and abbreviations in the draft prepared by P rather than the abbreviations in the Judgment.

10.  By the Letter, PSols urged this court to determine the disagreement between P and D2 by way of paper disposal or alternatively by way of a re-fixed earlier oral hearing with estimated hearing time of not more than 15 minutes so that the 3^rd Hearing could be vacated. But D2Sols’ letter dated 11 December 2019 said D2 should not have to incur cost in attending any hearing on such disputed issue, and should the court think that a hearing would be necessary, D2Sols invited the court to excuse D2 from attending such hearing and to order D2 not be liable for costs of P’s application on the disputed issue. D2Sols added that if PSols were to write to the court, “please enclose a copy of all relevant correspondence, including the revised draft Consent Summons enclosed with this letter, for the Court’s consideration”. Having reviewed P’s Injunction Summons, Correspondence, Letter and Draft Order, I consider it is appropriate and cost-saving to deal with the matter by way of paper disposal.

II.  CORRESPONDENCE

(a)  D2Sols’ letter dated 30 October 2019

11.  D2 by D2Sols’ letter dated 30 October 2019 offered a voluntary undertaking in terms of paragraph 1 of P’s Injunction Summons in place of her previous undertakings to the Court of Appeal (see paragraph 24 of the Judgment) conditional upon each of P, Jinhui and Jinhui Holdings providing usual cross-undertakings as to damages. The draft consent summons attached to D2Sols’ letter dated 30 October 2019 did not contain P’s Proposal, which meant that unless P separately obtained leave of the court, it would not have been able to (a) commence proceedings against D2 in any other jurisdiction or use information obtained as a result of any court order granted in this jurisdiction for the purpose of civil/criminal proceedings in any other jurisdiction, and/or (b) seek to enforce the order to be made (including D2’s new voluntary undertaking) outside Hong Kong, or seek an order of a similar nature including an order conferring a charge or other security against D2 or D2’s assets. Nevertheless, the Cross-undertakings in the draft consent summons attached to D2Sols’ letter dated 30 October 2019 did not absolutely prohibit the acts in (a)-(b) above, which meant P would have to seek leave of the court in this jurisdiction for carrying out such acts, and it would be up to the court seized of the matter to decide whether or not to grant such leave.

(b) PSols’ letter dated 22 November 2019

12.  On 22 November 2019, PSols stated P was prepared to accept D2’s offered undertakings as the Proceeds then held by D2’s solicitors in Singapore were subject to the SG Undertaking that would prevent D2 from dealing with the Proceeds (and D2’s solicitors in Singapore were also bound by the SG Undertaking) pending satisfaction by the defendants in the SG Proceedings of all amounts owed by any or each/all of them arising from such proceedings. But P was concerned that once the SG Proceedings came to an end, the SG Undertaking would cease to have effect in which case there would be risk that the Proceeds would be dissipated. Indeed, P obtained Singapore legal advice[2] to the effect that the voluntary undertaking offered by D2 would not of itself have any legal force and would not be recognised/enforced in Singapore. P feared any protection supposedly afforded by D2’s offered voluntary undertaking would be illusory if it could not be enforced or legally asserted against third parties in Singapore, so P invited D2 to give a consent order instead of a mere voluntary undertaking. P asserted that (a) “it is essential that [P] be allowed to enforce the consent order in Sinagpore in order to adequately protect [P’s] interests”, so (b) there ought to be an exception to paragraphs (c)-(d) of the Cross-undertakings to allow P to register/enforce the consent order in Singapore without further need to apply for leave from this court.

(c)  D2Sols’ letter dated 29 November 2019

13.  On 29 November 2019, D2Sols replied to say P’s concerns as to the recognition/enforceability of D2’s offered undertaking in Singapore was a matter for P and the courts, and D2 had no obligation to assist P in this regard. It was said the Cross-Undertakings provided in the draft consent summons particularly concerning P’s ability to enforce D2’s proposed undertaking or to commence proceedings against D2 outside Hong Kong were substantively the same as the undertakings P gave for the Mareva injunctions against D1 and D3, so there was no reason for the position in respect of D2 to differ. D2 rejected P’s Proposal in PSols’ letter of 22 November 2019 for liberty to be given to P to register/enforce the order in Singapore without the leave of the court as this would put P in a better position than it would be in had P obtained the relief sought in P’s Injunction Summons. But in the spirit of cooperation and to allow expeditious progress of the main action, D2 was agreeable to the terms proposed by PSols except P’s Proposal which “is a matter for [P] to seek leave from the relevant Courts for registration and/or enforcement of the proposed order. [P] is free to make any application that it considers appropriate. Whether leave is granted is, however, a matter for the relevant Courts”. D2Sols enclosed a revised consent summons embodying the changes accepted by D2 for the consideration by PSols.

(d)  PSols’ letter dated 9 December 2019

14.  On 9 December 2019, PSols reiterated it was essential for P to enforce/register the injunction against D2 in Singapore, so P’s Proposal was intended to avoid incurring further resources, time and costs unnecessarily for the court and the parties, and disagreed with D2’s stance for the following reasons:

(a)	P’s Injunction Summons related solely to the Proceeds held in Singapore from the sale of 2G Bishopgate (which was solely owned by D2 after D1’s demise on 6 May 2017);
(b)	but the Mareva injunction against D1 and D3 (originally obtained ex parte) related to their worldwide assets including those in Hong Kong and in Singapore;
(c)	given that P’s Injunction Summons was against a specific property held in Singapore, it would be meaningless/misconceived to compare D2’s position with the undertakings of the 1st/2nd Orders which had a different scope;
(d)	PSols’ letter dated 22 November 2019 explained it was imperative for P to have liberty to seek recognition/enforcement of the consent order in Singapore otherwise the purported protection supposedly conferred by such order would be illusory, which was why PSols proposed for a consent order to be entered into instead of a voluntary undertaking by D2 as initially proposed by D2;
(e)	D2 did not explain why the consent order should not be enforceable and/or registrable in Singapore even though she accepted paragraph 1 of P’s Injunction Summons in terms, so it appeared D2 was merely determined to make P’s efforts to preserve the status quo more difficult;
(f)	further, “despite [P’s] earlier suggestion (in the context of a voluntary undertaking), [D2] declined to arrange for the proceeds to be deposited in her bank account in Hong Kong after the lapse of the Singapore Undertaking (as previously defined)”.

For the above reasons, P could not agree to the draft consent order unless P’s Proposal was incorporated, and further reminded that the nature of P’s Cross-undertakings would invariably be an issue to be determined at the 3^rd Hearing if such hearing were to proceed as scheduled.

15.  PSols also disclosed that P had obtained advice on Singapore law that suggested further amendments to the draft consent order. PSols further informed D2Sols that since the parties were in-principle agreeable to an order in terms of paragraph 1 of P’s Injunction Summons, and the main outstanding issue was only on a narrow point on the terms of the Cross-Undertakings to be given by P, Jinhui and Jinhui Holdings to the court, they would write to the court on the following matters and provide the court with the parties’ correspondence on P’s Injunction Summons for consideration:[3]

(a)	update the court on the latest developments regarding P’s Injunction Summons, including the in-principle agreement on paragraph 1 of such summons;
(b)	inform the court of the remaining narrow issue as to the terms of the Cross-undertakings to be given to the court which the parties had yet to agree on;
(c)	invite the court to either (i) reduce the 1-day hearing for the 3rd Hearing to a 30 minutes’ hearing since the remaining issue on the Cross-undertakings was sufficiently narrow and self-contained, (ii) allow the parties to re-fix an earlier hearing date to deal with the issue on the Cross-undertakings, or (iii) determine the issue of the Cross- undertakings on paper.

(e)  D2Sols’ letter dated 11 December 2019

16.  On 11 December 2019, D2Sols replied to reiterate D2’s stance set out in their letter of 29 November 2019. It was said that P had chosen to commence the present proceedings against Ds and had filed P’s Injunction Summons in the Hong Kong court, and to save time/costs D2 had proposed an undertaking to the Hong Kong court in substantially the same terms sought in P’s Injunction Summons and further accommodated P’s request by accepting an order to be made in terms of paragraph 1 of P’s Injunction Summons until conclusion of the trial in the present action or until further order of the court, so D2 had taken all reasonable steps to dispose of P’s Injunction Summons.

17.  D2Sols could not understand P’s alleged concern as D2, a Hong Kong resident, would be bound by the order when the draft consent summons was approved by the court, and P would have remedies in Hong Kong (eg contempt proceedings before a Hong Kong court) should P breach that order. To the extent P wished to obtain remedy against persons out of jurisdiction, P had no right to assert any proprietary interest in the subject matter against such third parties whether in or out of Hong Kong. In any event, if P wished to seek leave to enforce any order of the Hong Kong court outside jurisdiction, including an order against third parties, it would be a matter for the Hong Kong court and not a matter to be dealt with by consent between the parties, particularly as third parties would be involved. D2 did/could not take any position in respect of any such application, and would defer to the Hong Kong court to make any appropriate order.

18.  Further, save for some minor counter-suggestions, D2 were agreeable to the changes proposed by PSols based on Singapore legal advice, and to the course of action in paragraph 15(a)-(b) above. But D2 reiterated that the remaining issue in paragraph 15(c) above “on leave to enforce out of jurisdiction is not a matter for [D2] and [D2] does not and cannot take any position in respect thereof. [D2Sols] therefore do not think [D2] should incur any cost in attending any hearing on this issue. If the Court thinks that a hearing is necessary, [D2Sols] would respectfully invite the Court to excuse [D2] from attendance to the hearing, and order that [D2] shall not be subject to any costs order in respect of [P’s] application for leave to enforce out of the jurisdiction”. D2Sols also noted the Consent Summonses filed on 12 and 26 November 2019 for extension of time to file affidavit evidence ought to be withdrawn with no order as to costs as there was no longer any need for D2 to file any evidence in opposition. D2Sols therefore enclosed a revised draft consent summons incorporating the various changes, and reminded PSols to enclose copies of all relevant correspondence (including the revised draft consent summons) should they write to the court.

(f)  PSols’ letter dated 16 December 2019

19.  On 16 December 2019, PSols replied to say they disagreed with D2’s position. Since D2 asserted she was a Hong Kong resident, PSols sought D2’s confirmation as to whether she was currently and would be living in Hong Kong during the course of the present proceedings as it would be futile to commence contempt proceedings against D2 if she was not in Hong Kong. Next, as D2 had no objection to PSols writing to the court, PSols would proceeded to do so (and enclose all relevant correspondence), and leave the court to decide whether the issue concerning the terms of the Cross-Undertakings should be determined on paper, or whether the court would like to hear submissions from P (given D2 indicated she would like to be excused from attending such hearing) before deciding on the issue.

20.  PSols noted the Consent Summonses filed on 12 and 26 November 2019 were necessitated by D2’s voluntary decision after having received P’s application for over 6 months, and P agreed to the extension of time on both occasions on the basis that D2 would pay the usual costs for time extension. PSols asserted there was no justifiable basis for D2 to then claim these 2 Consent Summonses be withdrawn with no order as to costs. But P was agreeable for such Consent Summonses to be withdrawn subject to payment of costs of $1,040 forthwith for each Consent Summons (ie a total of $2,080) as agreed between the parties.

III.  DISCUSSION

21.  In respect of the Draft Order, the essential area of dispute is P’s Proposal introduced by P to the Cross-undertakings which is opposed by D2. The starting point was to go back to the fundamental purpose of the freezing injunction contemplated in paragraph 1 of the Draft Order, the terms of which P and D2 had no dispute. This meant that pending the conclusion of the trial in this action or further order of the court the Proceeds would be “frozen” (save for payments to be made to the Liquidator for settling judgment or other sums payable in the SG Proceedings or related appeal proceedings in the SGCA). Given the Mareva nature of the injunction order contemplated in the Draft Order, it must be important for P and the court to be in a position to “police” such injunction order. This court has an armoury of powers to “police” freezing injunction order if the “frozen” assets are in Hong Kong. But if the “frozen” assets are sited overseas, the long-arm jurisdiction of the Hong Kong court to “police”, preserve and protect such “frozen” overeas assets is doubtful, and the claimant may well have to seek judicial assistance from foreign courts where the overseas assets are sited.

22.  To do so, 2 things are of note: (a) the Hong Kong injunction order must be registrable and/or enforceable in the relevant foreign jurisdiction, and (b) the Hong Kong court has to allow the relevant party to register/enforce the injunction order in the relevant foreign jurisdiction. P addressed (a) above by taking Singapore legal advice and adjusted the terms of the draft consent summons accordingly, and D2 had no disagreement with the contents/form of the Draft Order (save for P’s Proposal). As for (b) above, P intended to address the same by P’s Proposal. Whilst P would by paragraphs (c)-(d) of the Cross-undertakings confirm it would not sue D2 in other jurisidictions, use information obtained as a result of local court orders in civil/criminal proceedings in other jurisdictions, and not enforce the injunction order to be made (or to seek similar order) outside Hong Kong, it asked for an exclusion for Singapore so that it would have liberty to register/enforce the injunction order to be made there. In short, P’s Proposal is tantamount to seeking the court’s permission to register/enforce the injunction order to be made in Singapore.

23.  I see nothing unreasonable/untoward in P’s Proposal. Rather, it is only reasonable that P would ask for P’s Proposal since the only asset “frozen” by the Draft Order (if approved by the court) was sited in Singapore and not in Hong Kong. But the incorporation of P’s Proposal in the injunction order to be made would not mean that P would become immediately able to register/enforce the injunction order in Singapore. It only allowed P to make suitable applications to the appropriate Singapore court(s), and it will be for those court(s) seized of the matter to decide whether to allow registration/enforcement of the injunction order to be made by the Hong Kong court that would “freeze” the Proceeds. In my view, this court can do no less than to allow this when the asset to be “frozen” under the injunction order to be made (without disagreement between the parties) is sited not in Hong Kong but in Singapore, and when there is doubt over this court’s long-arm powers to “police” the injunction order to be made in respect of overseas asset “frozen” by such order.

24.  D2 made several answers. First, D2 said she had no obligation to assist P. That, of course, is true. But a party adopting such stance takes a litigation risk that his or her unhelpful attitude may be found to be unsustainable or unreasonable, and he or she puts himself or herself at risk as to costs. It was then said this would be a matter between P and the Hong Kong court of which D2 would not be concerned, and it would be up to P to persuade this court to allow P’s Proposal. Of course, the Cross-undertakings are made to the court, but it would be strange to say that D2 would have no stance over any of the Cross-undertakings, including P’s Proposal which (as explained above) was tantamount to P being granted liberty to register/enforce the injunction order to be made in Singapore (if P could) without need for further/separate application for leave. It would be for D2 to assess the propriety of P’s Proposal and take a view as she did with the other Cross-undertakings.

25.  Secondly, it was said that with the addition of P’s Proposal, P would have done better with D2 than with D1 and D3 under the 1^st/2^nd Orders, and also better than it would have been able to achieve under P’s Injunction Summons. I disagree. Insofar as the 1^st/2^nd Orders freezed worldwide asserts of D1 and D3 up to the Cap Sum, the Hong Kong court plainly had power to “police” the injunction against “frozen” assets of D1 and D3 in Hong Kong, and it would be up to P to make application to the Hong Kong court on sufficient grounds for leave to register/enforce the 1^st/2^nd Orders against which “frozen” asset in which part of the world when the need arises (eg when an asset is shown to be at risk of dissipation). Here, there was no such concern because the Proceeds are known to be in Singapore. With this in mind, this court would necessarily permit appropriate steps to be taken to render its own injunction order against D2 and the Proceeds (which order has yet to be made) effective, and it would not be a question of P being placed in a better position vis-à-vis D2 than vis-à-vis D1/D3. Even if P were to proceed with P’s Injunction Summons and the court seized of the matter were to grant the injunctive relief sought, such court surely would have granted the injunction with cross-undertakings in terms that would allow the injunction to be effectively “policed”.

26.  Thirdly, D2 claimed P could “police” the injunction order to be made by contempt proceedings against D2 in Hong Kong should she breach such order. In my view, that would be cold comfort for P if in the meantime the Proceeds disappear pursuant to D2’s breach. Quite understandably, P’s primary concern would be to ensure the “frozen” Proceeds under the injunction order to be made would be properly protected and “policed”, and hence P put forward P’s Proposal.

27.  Fourthly, D2 raised query about P’s possible wish to obtain remedy against third parties to the proceedings whether in or out of Hong Kong. At this stage, it is unnecessary to consider whether P would take action against third parties in Hong Kong or elsewhere. Insofar as P’s Proposal was concerned, it did not yet contemplate action to be taken in Hong Kong against third parties. Further, whether P could take action against third parties in Singapore would be a matter for the the appropriate courts in Singapore, and P’s Proposal only allowed liberty for P to take steps in Singapore to register/enforce the injunction order to be made.

28.  For all the above reasons, I consider P’s Proposal should be included in the Cross-undertakings, and P, Jinhui and Jinhui Holdings should provide the Cross-undertakings with incorporation of P’s Proposal.

IV. CONCLUSION

29.  I therefore grant an order in terms of the Draft Order (including the marked up P’s Proposal). Since it was agreed that P’s costs of and occasioned by the P’s Injunction Summons be costs in the cause (see paragraph 5 of the Draft Order), which in my view would cover this matter of dispute, there is no need for me to make any further costs order.

Schedule

DRAFT ORDER

UPON the application of the Plaintiff by way of Summons filed herein on 3 May 2019 (the “D2 Injunction Summons”)

AND UPON the Plaintiff, Jinhui Shipping and Transportation Limited (a company incorporated under the laws of Bermuda and listed on the Oslo Stock Exchange (stock code JIN), whose registered office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda) (“Jinhui Shipping”) and Jinhui Holdings Company Limited (a company incorporated under the laws of Hong Kong with company number 306295 and listed on the Stock Exchange of Hong Kong Limited (stock code 137), whose registered office is at 26th Floor, Yardley Commercial Building, 1-6 Connaught Road West, Hong Kong) (“Jinhui Holdings”) each undertaking to the Court that:

(a) if the Court later finds that this Order has caused loss to the 2^nd Defendant or any other party and decides that the 2^nd Defendant or that other party should be compensated for that loss, each of the Plaintiff, Jinhui Shipping and Jinhui Holdings will comply with any order the Court may make;

(b) each of the Plaintiff, Jinhui Shipping, and Jinhui Holdings agree to be jointly and severally liable for and will pay the reasonable costs of anyone other than the 2^nd Defendant which have been incurred as a result of this Order including the costs of ascertaining whether that person holds the proceeds from the sale of the property (net of reasonable expenses incurred for such sale) at 2G Bishopsgate, Singapore 249993 which completed on 15 February 2019 or any part thereof and if the Court later finds that this Order has caused loss to such a person, and decides that such person should be compensated for that loss, each of the Plaintiff, Jinhui Shipping, and Jinhui Holdings will comply with any order the Court may make;

(c) subject to paragraph (f) below, the Plaintiff will not without the leave of the Court commence proceedings against the 2^nd Defendant in any other jurisdiction or use information obtained as a result of an order of the Court in this jurisdiction for the purpose of civil or criminal proceedings in any other jurisdiction;

(d) subject to paragraph (f) below, the Plaintiff will not without the leave of the Court seek to enforce this Order outside Hong Kong or seek an order of a similar nature including orders conferring a charge or other security against the 2^nd Defendant or the 2^nd Defendant’s assets;

(e) if for any reason this Order ceases to have effect, the Plaintiff will forthwith take all reasonable steps to inform, in writing, any person or company to whom he has given notice of this Order, or who he has reasonable grounds for supposing may act upon this Order, that it has ceased to have effect; and

(f) notwithstanding paragraphs (c) and (d) hereinabove, the Plaintiff shall be at liberty to register and/or enforce this Order (including to commence such proceedings against the 2^nd Defendant as may be necessary of the registration and/or enforcement of this Order) in the Republic of Singapore without leave of the Court.

(the “Cross-Undertakings”)

AND UPON reading the Affirmation of Ching Wei Man Raymond filed herein on 3 May 2019 confirming that both Jinhui Shipping and Jinhui Holdings are willing and able to provide the Cross­Undertakings

IT IS ORDERED that:

1. until conclusion of the trial in this action or further order of the Court, the 2^nd Defendant (whether acting by herself or through others, including but not limited to her agents and/or nominees and/or servants) must not in any way dispose of or deal with or diminish the Proceeds, SAVE THAT the 2^nd Defendant may pay the Proceeds or parts thereof to the liquidator of Parakou Shipping Pte Ltd solely for the purpose of settling the judgment sum and/or any other sums payable, in whole or in part, by the 1^st and 2^nd Defendants in, arising from or in connection with Suit 434 of 2014 before the Singapore High Court and Civil Appeals No. 55, 56, 57 and 58 of 2017 before the Singapore Court of Appeal;

2. paragraph 1 above is made without admission by the 2^nd Defendant to any of the Plaintiff’s claims in the D2 Injunction Summons and/or these proceedings;

3. the 2^nd Defendant be discharged from her previous undertakings given to the Court under the Order of the Honourable Mr Justice Lam VP dated 26 October 2017 and the Order of the Honourable Madam Justice Marlene Ng dated 22 July 2019;

4. there be liberty to apply; and

5. the Plaintiff’s costs of and occasioned by the D2 Injunction Summons be in the cause.