Doyle J
250121 Beijing Capital Grand Limited – FSD 342 of 2024 (DDJ) - Judgment Page 1 of 5 IN THE GRAND COURT OF THE CAYMAN ISLANDS FINANCIAL SERVICES DIVISION Neutral Citation Number: [2025] CIGC (FSD) 6 CAUSE NO. FSD 342 OF 2024 (DDJ) IN THE MATTER OF SECTIONS 15 AND 86 OF THE COMPANIES ACT (AS REVISED) AND IN THE MATTER OF ORDER 102 OF THE GRAND COURT RULES 2023 (AS REVISED) AND IN THE MATTER OF BEIJING CAPITAL GRAND LIMITED 首創鉅大有限公司 Before: The Hon. Justice David Doyle Appearances: Tonicia Williams of Conyers Dill & Pearman LLP, for Beijing Capital Grand Limited Heard: 21 January 2025 Ex Tempore Judgment delivered: 21 January 2025 Draft Transcript of Ex Tempore Judgment circulated: Transcript approved: 21 January 2025 24 January 2025 Determination of application for court sanction of a scheme of arrangement and confirmation of a capital reduction and approval of minute Page 1 of 5 FSD2024-0342 2025-01-21 FSD2024-0342 2025-01-21 Digitally signed by Advance Performance Exponents Inc Date: 2025.01.24 10:24:08 -05:00 Reason: Apex Certified Location: Apex 250121 Beijing Capital Grand Limited – FSD 342 of 2024 (DDJ) - Judgment Page 2 of 5 JUDGMENT Introduction
I shall now deliver a short judgment in respect of this matter.
Beijing Capital Grand Limited (the “Company”) applies by Petition dated 25 November 2024 for sanction by the Court of a scheme of arrangement under section 85 of the Companies Act (2023 Revision) (the “Scheme”).
I record that I have considered the hearing bundle filed with the Court together with the skeleton arguments dated 4 December 2024 and 13 January 2025. I also benefit from the helpful oral submissions of Tonicia Williams who is the author of the skeleton arguments and has appeared before the Court today on behalf of the Company. I am grateful to her for her assistance to the Court. It is most appreciated. Compliance with Order of 5 December 2024
I am satisfied that the Order made on 5 December 2024 has been duly complied with. No opposition
There is no opposition to the relief claimed in the Petition. The Scheme
In respect of the Scheme, I am satisfied that: (1) the Scheme is a Scheme of Arrangement within section 86 of the Companies Act (2023 Revision) (the “Act’); (2) the Scheme documents provide the necessary information; Page 2 of 5 FSD2024-0342 2025-01-21 FSD2024-0342 2025-01-21 250121 Beijing Capital Grand Limited – FSD 342 of 2024 (DDJ) - Judgment Page 3 of 5 (3) the meeting was properly held and the statutory majorities were met; (4) there was fair and adequate representation of the Scheme Shareholders and the majority were acting bona fide. There is no question of any coercion being exercised against the minority; and (5) the Scheme is fair. The Capital Reduction
In respect of the capital reduction, I am satisfied that: (1) the Company has power to reduce its share capital (see Article 6); (2) a valid resolution was passed approving the capital reduction; (3) the creditors have been adequately protected; (4) the shareholders have been treated equitably; and (5) the capital reduction is part and parcel of the Scheme and is for discernible purpose. The Order
I am content to make an Order substantially in terms of the draft helpfully filed before the hearing. Counsel to email an updated draft to my PA before 3 pm this afternoon, incorporating the amendments I specified during the hearing. In particular, the words “which is hereby approved by the Court” need to be added at paragraph 3. See section 17(1) of the Companies Act.
The following order was granted: “UPON the petition of Beijing Capital Grand Limited 首創鉅大有限公司 dated 25 November 2024 for sanction of its scheme of arrangement (the “Scheme”); Page 3 of 5 FSD2024-0342 2025-01-21 FSD2024-0342 2025-01-21 250121 Beijing Capital Grand Limited – FSD 342 of 2024 (DDJ) - Judgment Page 4 of 5 AND UPON reading the first and second affirmations of Yeung Chi Tat (affirmed on 25 November 2024 and 4 December 2024 respectively); the first affirmation of Chan Lai Chung Rachel (affirmed on 25 November2024); the first affirmation of Ho Mei Ling (affirmed on 18 December 2024) the third affirmation of Yeung Chi Tat (affirmed on 13 January 2025); the exhibits thereto; and the Petitioner’s skeleton argument dated 13 January 2025; AND UPON BECL Investment Holding Limited and BGC Chinastar International Investment Limited undertaking to the Court by their letters respectively dated 25 November 2024 that they will respectively be bound by the Scheme and will execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable for the purpose giving effect to the Scheme. IT IS HEREBY ORDERED that:
The Scheme as exhibited to the first affirmation of Ho Mei Ling at HML-1 is hereby sanctioned pursuant to section 86 of the Companies Act (2023 Revision).
The special resolution authorising the capital reduction of the Company by the extraordinary general meeting dated 10 January 2025 is confirmed.
This Order be produced to the Registrar of Companies and that an office copy hereof be delivered to him together with a copy of the attached Schedule “A” in respect of the capital reduction of the Company, which is hereby approved by the court;
Notice of the registration by the Registrar of Companies of this Order and of the said Schedule be published once in the first available Cayman Gazette and once in the Hong Kong South China Morning Post newspaper in English and once in the Hong Kong Economic Journal newspaper in Chinese within 21 days of such registration;
No order as to costs; and
Liberty to apply. Page 4 of 5 FSD2024-0342 2025-01-21 FSD2024-0342 2025-01-21 Page 5 of 5 FSD2024-0342 2025-01-21 FSD2024-0342 2025-01-21