阿尔法企业 二零一八中期报告(11)

阿尔法企业 二零一八中期报告

10ALPHA PROFESSIONAL HOLDINGS LIMITED • Interim Report 2018Notes to the Unaudited Condensed Consolidated Financial Statements

For the six months ended 30 September 2018

2. BASIS OF PREPARATION (Continued)

Winding up petition, appointment of the Provisional Liquidators

and restructuring of the Group

On 4 April 2014, Australia and New Zealand Banking Group Limited

(“ANZ ”) presented winding-up petitions to the Court of First Instance

of the H igh Court of the H ong Kong Special Administrative Region

(the “High Court ”) for the winding-up of the Company and Max Sunny

Limited (“Max Sunny ”), a wholly owned subsidiary of the Company.

On the same day, summonses were filed with the High Court seeking

the appointment of provisional liquidators to the Company and Max

Sunny. The petitions and summonses were also supported by the

H ongkong and Shanghai Banking Corporation Limited (“HSBC ”).

Following the presentation of the petitions, the Company and Max

Sunny engaged in negotiations with ANZ, with the view to reaching a

settlement in respect of the petitions and summonses.

On 2 May 2014, the Company, Max Sunny and ANZ agreed on the

principal terms of settlement. On 7 May 2014, the deed of settlement

(the “Deed ”) was entered into among ANZ, HSBC, the Company and

Max Sunny in full and final settlement of the loans due to ANZ and

HSBC. The Deed provided for an agreed amount to be paid to each of

ANZ and HSBC in five instalments. Upon full compliance of the Deed

by the Company and Max Sunny, ANZ would apply to the High Court

for the withdrawal or dismissal of the winding-up petitions.Accordingly, the winding-up petitions were further adjourned to 2 July 2014 and the applications for the appointment of provisional liquidators were adjourned on terms that allowed ANZ to restore the applications on an urgent basis and without objection from the Company and Max Sunny in the event that the Company and Max Sunny failed to meet their obligations under the Deed.On 6 June 2014, the Company and Max Sunny failed to pay the third instalment due in accordance with the Deed. On 16 June 2014, the applications for appointment of provisional liquidators were restored on an urgent basis and the H igh Court provided notices to the Company and Max Sunny that the applications would be heard on 27 June 2014.At the hearing of 27 June 2014, the High Court handed down orders appointing Yat Kit Jong and Donald Edward Osborn as the joint and several provisional liquidators of the Company and Max Sunny (the “Provisional L iquidators ” or the “Joint and Several Provisional Liquidators ”). Accordingly, trading in the shares on the Stock Exchange was suspended at 2:37 p.m. on 27 June 2014 at the request of the Company.Pursuant to the court orders made by the High Court dated 2 June 2015, So Man Chun was appointed as an additional Joint and Several Provisional Liquidator.

2.

Donald Edward Osborn