Chu Kong (“Mr Chu”), the Appellant in these proceedings, sought to reinstate the winding up order made against Ocean Sino Ltd (“OSL”) on 28 July 2017 by the BVI Commercial Court Judge, Wallbank J (the “Judge”).
The winding up application (the “Application”) before the BVI Commercial Court was brought by Lau Wing Yan (“Mr Lau”), one of the two shareholders of OSL. The grounds of the Application were that (i) there was an irretrievable breakdown of trust and confidence between Messrs. Lau and Chu and (ii) there was functional deadlock in the management of OSL both at board and shareholder level.
Messrs. Chu and Lau were the only two directors of OSL and were both known to be business colleagues and friends who invested in a number of jointly owned commercial enterprises mainly in shipping and logistics.
OSL is the holding company of a Hong Kong entity named PBM Asset Management Limited (“PBM”). PBM owns a 49% share interest in another Hong Kong entity named Beibu Gulf Ocean Shipping (Group) Limited (“Beibu Gulf”). The remaining shares in Beibu Gulf are owned by the People’s Republic of China through its company (“PRC Holdco”). Mr Chu and Mr Lau were at one point both executive directors of Beibu Gulf, but most of Beibu Gulf’s directors were appointed by PRC Holdco.