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HCCW 84/2025
[2025] HKCFI 6238
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
COMPANIES WINDING-UP PROCEEDINGS NO 84 OF 2025
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IN THE MATTER of Shunfeng International Clean Energy Limited （順風國際清潔能源有限公司）(the “Company”) |
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and |
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IN THE MATTER of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) |
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| Before: |
Hon Harris J in Court |
| Date of Hearing: |
19 November 2025 |
| Date of Judgment: |
19 November 2025 |
| Date of Reasons for Judgment: |
12 December 2025 |
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R E A S O N S F O R J U D G M E N T
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1. On 19 November 2025 I heard the adjourned petition to wind up the Company. The Company does not dispute that the Petitioner has locus to present the petition or that it is insolvent. The Petition was adjourned on 25 August 2025 to allow the Company more time to formulate and introduce a scheme to restructure its unsecured debt. The Company has not taken steps to introduce a scheme. It is still in the process of negotiating an agreement with a potential investor to provide new working capital and a proposal for the unsecured creditors to be paid a proportion of their debts. The Petitioner is not satisfied with the progress that the Company has made and sought an immediate winding up order.
2. It is not in dispute that to obtain an adjournment of a petition in these circumstances it is necessary for the Company to produce a concrete restructuring proposal or a scheme of arrangement that has been prepared and put forward to the creditors for their consideration: Re DaFa Properties Group Limited[1]; Re China Evergrande Group[2]. A four-page non-binding term sheet of the sort obtained two days before the hearing plainly does not satisfy these requirements particularly when the Petition has already been adjourned twice over a period of six months and at the last hearing on 25 August 2025 the Company was directed to file by 24 October 2025 a report on the restructuring.
3. Although, the Company has obtained letters from 66% in value of the unsecured creditors in value and 4 out of 12 in number indicating agreement to a further adjournment it seems to me this (which is not enough to demonstrate that any scheme that it is introduced will be successful) does not justify refusing the Petitioner’s request for an immediate winding up given the Company’s failure to provide a proposal, which satisfied the criteria to which I have referred in the previous paragraph.
4. For these reasons I made the normal winding up order.
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(Jonathan Harris)
Judge of the Court of First Instance
High Court
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Mr Charlie Liu, instructed by Kwok Yih & Chan, for the Petitioner
Mr Thomas Wong and Mr William Wong, instructed by P.C. Woo & Co., for the Company
Attendance of Koo, Li & Partners LLP, for the Supporting Creditor (Rainbow Fort Investment Limited), was excused
Attendance of the Official Receiver was excused
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