【正文】 [Lecture Kit] Shareholders’ Agreement, [Edward Woo] failed to disclose the following matters to the Defendants:(i) There are building certificates numbered 013088 and 014809 for the buildings erected on the [Campus] which would have shown that the buildings were used as teaching premises, premises for the staff and premises for the students. According to the laws of China, when that being the case, the [Campus] together with the buildings cannot be mortgaged to the bank to obtain finance. In the premises, such building certificates constitute 9 / 97an encumbrance or restrictions on the [Campus], in breach of Clauses (C) and (E) of the Sale and Purchase Agreement and such defects have rendered the chance of [UR Limited] and 2nd Defendant being listed nugatory.(ii) Pursuant to [the December Agreement] on 2nd December 2022, CIDST had acquired certain rights including, inter alia, the right to occupy and to further develop the [Campus]. In breach of Clauses , , (B) and (F) of the Sales and Purchase Agreement, CIDST and its various divisions were still occupying the [Campus] at the date of signing of the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement.(iii) On 13 March 2022, UREDY had made an application to the Economic Planning Bureau in the Yanjiao Development Zone Authority in the PRC and submitted a Campus Expansion Plan. 6(d) [Edward Woo] warranted and represented to the Defendants that the [Campus] can be used for various purposes including but not limited to establishing an institution and/or hotel, spas and other buildings. As [Edward Woo] well knew that their representations were untrue and their proposals could never be materialised due to the occupation of the [Campus] by CIDST, their representations were false and were made fraudulently and/or recklessly (“False Representations”), with the view to induce the Defendants to enter into the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement. 6(e) The Defendants had relied on the False Representations and were induced by the False Representations to enter into the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement.7. … By reason of the matters pleaded in paragraph 6(c) to (h) herein, the Defendants are discharged from its liability to the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement for reason of False Representations made by [Edward Woo] to the Defendants.”(The words in [ ] are my substitutions in place of those in the original pleading for consistent reading and to reflect the abandonment of the third party proceedings against Andrew Law.)10 / 9717. Mr Li submits that the Defendants have pleaded five false representations and nondisclosures made by Edward Woo on numerous occasions between late 2022 and January 2022. Those representations are:(1) the village representation: the Campus could be used to establish an institution there under the name of “East West Cultural Exchange Village (東西方文化交流村)” for the purpose of promoting educational and cultural exchange (paragraph 5(f) of the ADamp。HCA 1221/2022IN THE HIGH COURT OF THEHONG KONG SPECIAL ADMINISTRATIVE REGIONCOURT OF FIRST INSTANCEACTION NO. 1221 OF 2022____________BETWEEN PINE ENTERPRISES LIMITED Plaintiffand CYBER STRATEGY LIMITED 1st Defendant LECTURE KIT COMPANY LIMITED 2nd Defendant and WOO PAK HAY EDWARD 1st Third Party LAW SHIU KAI ANDREW 2nd Third Party ____________HCCW 593/2022IN THE HIGH COURT OF THEHONG KONG SPECIAL ADMINISTRATIVE REGIONCOURT OF FIRST INSTANCECOMPANIES WINDINGUP PROCEEDINGS NO. 593 OF 2022____________IN THE MATTER of Union Resources (Educational Development) LimitedAND IN THE MATTER of Sections 168A and 177(1)(f) of the Companies Ordinance (Cap 32)2 / 97BETWEEN PINE ENTERPRISES LIMITED Petitionerand LECTURE KIT COMPANY LIMITED 1st Respondent UNION RESOURCES 2nd Respondent(EDUCATIONAL DEVELOPMENT) LIMITED____________(HCA 1221/2022 and HCCW 593/2022 are heard and tried together pursuant to the order of High Court Judge Poon dated 31 July 2022)Before: Deputy High Court Judge To in CourtDates of Hearing: 17 21, 24 25, 27 28 September 2022, 2 3 October 2022, 5 6, 8 9, 12 14 November 2022, 4, 7 8, 14, 30 31 January 2022 and 1, 4 February 2022 Date of Judgment: 14 March 2022_______________J U D G M E N T_______________INTRODUCTION1. This is a trial of two actions, namely HCCW 593/2022 and HCA 1221/2022, ordered to be tried together pursuant to the order of Poon J. The dispute arose out of four agreements in connection with the sale by Pine Enterprises Limited (“Pine”) of its shares in Union Resources (Educational Development) Limited (“UR Limited”) to Lecture Kit 3 / 97Company Limited (“Lecture Kit”). The shares in UR Limited were duly transferred to Lecture Kit on 13 May 2022. Pine plained of breach of the agreements. On 1 August 2022, Pine petitioned for the winding up of UR Limited on just and equitable ground under HCCW 593/2022. On 7 June 2022, Pine also menced action HCA 1221/2022 against Lecture Kit and its parent pany Cyber Strategy Limited (“Cyber Strategy”) for breach of agreement. Cyber Strategy and Lecture Kit counterclaimed against the 1st and 2nd Third Parties for false representation. I consider the main action is HCA 1221/20