Tanner De Witt successfully defends appeal in relation to ownership of the subsidiaries of the Global Cord Blood Corporation group
In a two-and-a-half-year battle between the Cayman-appointed joint provisional liquidators (Chow Tsz Nga Georgia of Grant Thornton Recovery & Reorganisation Limited, Margot MacInnis and John Royle of Grant Thornton Specialist Services (Cayman) Limited) (“JPLs”) and the former directors of Global Cord Blood Corporation (“GCBC”), Tanner De Witt successfully obtained a favourable preliminary issues Judgment from The Honourable Madam Justice Linda Chan in February 2024. This was followed by another successful outcome on 21 May 2025 in the appeal brought by certain defendants.
The case revolved around matters that took place around 22 September 2022, the date on which the JPLs were appointed. The former directors of GCBC, who were also former directors of the Plaintiff companies, orchestrated the transfer of all shares in four Hong Kong companies—which collectively hold the GCBC group’s assets—to a Japanese individual for a total sum of USD4.00, which allegedly took place prior to the JPLs’ appointment. Subsequently, directors and company secretaries were appointed by the purported new shareholder, who sought to represent themselves as such by submitting various forms with the Companies Registry.
The Plaintiff companies, directed by the JPLs, commenced four actions in October 2024. Instead of waiting for the proceedings to go to trial in the usual manner which could take years, the Plaintiff companies made an application under Order 33 of The Rules of the High Court for seven preliminary issues to first be determined before the trial of other questions and issues. These preliminary issues include whether the purported transfer of shares and the subsequent appointment of directors and company secretary occurred after the JPLs’ appointment and were backdated, and if not, whether the former directors did so in breach of their fiduciary duties owed to the Hong Kong companies.
Following a three-day trial on preliminary issues in September 2023, which took place less than one year after the commencement of the actions, Her Ladyship ruled entirely in favour of the Plaintiff companies in relation to all seven preliminary issues, including finding that the purported transfer of shares took place after the JPLs’ appointment and that the relevant transfer documents were backdated. These rulings affirm the JPLs’ authority to act on behalf of the Hong Kong entities and exercise control over their subsidiaries in the PRC.
Shortly after the handing down of the judgment in February 2024, 3 of the 7 Defendants appealed against the judgment on various grounds, including, as they allege, the trial Judge’s failure to take into account material facts when arriving at the findings in the Judgment, or that the trial Judge made findings in relation to mattes outside of the scope of the preliminary issues.
On 21 May 2025, the Court of Appeal held that none of the grounds of appeal raised by the appellants has merit and ordered the dismissal of the appeals.
Read the decision of the Court of Appeal here.
Ian De Witt, Sunny Hathiramani, Samantha Chan and Phoebe Chan
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The above is not intended to be relied on as legal advice and specific legal advice should be sought at all times in relation to the above.