【正文】 e representations, nowhere in the ADamp。CC)。(2) whether UR Limited owed Edward Woo director’s loan in excess of HK$53,547,843。 Science Technology (中國(guó)防衛(wèi)科技學(xué)院) (“CIDST”) This is a PRC entity originally established under the Ministry of Security. After restructuring within the PRC Government, CIDST became vested under a mercial entity called China Far East International Trading Company Limited (中國(guó)遠(yuǎn)東國(guó)。and the legal issues are: (4) whether the Plaintiff was under a legal duty to make the nondisclosures plained of。CC).It is immediately obvious that the factual issue raised by the occupation nondisclosure is the same as that raised by the vacant possession representation. The only new issue raised by the nondisclosure is whether 16 / 97the Campus could be mortgaged to obtain finance under PRC law. That is an issue of foreign law and is a factual issue. Nonfulfilment of condition precedent25. The only other defence is that pleaded in paragraph 11 of the ADamp。 Cartwright, Misrepresentation Mistake And NonDisclosure, 2nd ed, paragraph and Simms v Conlon [2022] EWCA Civ 1749 at paragraphs 87, 127 and 128. 23. The pleadings have drawn a clear distinction between nondisclosure and false representation. It is manifestly clear that nondisclosure is relied on as an alternative basis for rescinding the four agreements. Fraud is not a necessary element for nondisclosure. In the 15 / 97circumstances, it is not necessary to plead the matters referred to by Mr Poon SC. The way in which the defence is pleaded cannot be said to be mendable. However, the nondisclosures have been fairly pleaded. In paragraph 7 of the ADamp。(3) the representation must be made with the intention that it should be acted upon by the plaintiff, or by a 14 / 97class of persons which will include the plaintiff, in the manner which resulted in damage to him。CC. They will be dealt with as nondisclosures.21. Mr Poon SC takes yet a further pleading point on the nondisclosure issue. He refers to Bullen amp。 and(5) the mortgage representation:the Campus could be mortgaged to obtain finance. The first three representations are based on paragraphs 5(f), 5(g), 5(h) and 6(d) of the ADamp。CC)。 Science Technology (“CIDST”) in providing educational services. CIDST took possession of the Campus and operated a joint educational institute with UREDY there. On 10 November 2022, UREDY demanded CIDST to vacate the Campus for having failed to 6 / 97obtain a bank loan which was a term of the Cooperation Agreement. After some negotiations, on 4 February 2022, UREDY and China Defence Technology Centre (Beijing) (“CDTC”) reached an agreement for the sale of the Campus to CDTC for RMB 50 million (“Campus Sale Agreement”). CDTC paid UREDY RMB 10 million on 12 February 2022. On 5 March 2022, UREDY paid RMB 9 million to Beijing AIR Strategy and Information Technology Limited (“Beijing AIR”) purportedly to settle debts due from UR Limited and UREDY to various panies within the AIR group. On 29 April 2022, UREDY entered into two consultancy agreements with AIR Logistics International Limited (“AIR Logistics”) under which UREDY would pay AIR Logistics RMB million a year for professional realty management advice and RMB million a year for real estate development advice.11. CDTC defaulted in paying the balance due under the Campus Sale Agreement. That was followed by arbitration proceedings in the PRC and then an agreement to sell all the shares in UREDY to Jeavon Limited, a nominee of CDTC (“Jeavon Agreement”) on 3 February 2022. The Jeavon Agreement was terminated on 30 July 2022. 12. The listing of Lecture Kit did not materialise by 12 April 2022. Cyber Strategy refused to repurchase the 1,000 shares in Lecture Kit held by Pine and refused to honour the convertible note. On 1 August 2022, Pine petitioned for the winding up of UR Limited. On 13 September 2022, Asian Information Resources (Holdings) Limited (“AIR Holdings”) entered into an agreement to sell Eleson Inc together with its chain of subsidiaries including Cyber Strategy and Lecture Kit to Beijing Olympics Limited for HK$50,000. On 7 June 2022, Pine menced the main action.7 / 97THE ISSUES 13. Pine claims against Cyber Strategy damages for breach of the Lecture Kit Shareholders’ Agreement in the sum of HK$ million for its failure to repurchase the 1,000 shares in Lecture Kit and against Lecture Kit the sum of about HK$ million under the convertible note. In addition, Pine seeks a declaration that the 510,002 shares of and in UR Limited have been and are charged in favour of Pine as security for payment of all sums owed by Cyber Strategy and Lecture Kit under the Lecture Kit Shareholders’ Agreement and the convertible note.14. In essence, the defence of Cyber Strategy and Lecture Kit is that they entered into the four agreements as a result of certain false representations made by Pine, Edward Woo and Andrew Law and certain nondisclosures in the course of negotiation of the four agreements. They also claim that they were discharged from their liability under the convertible note as Edward Woo had failed to ply with the condition precedent by waiving his director’s loan to UR Limited of the requisite amount. They seek a declaration that the four agreements are rescinded and counterclaim for damages for false representation and nondisclosure. In addition, they also make similar claims against Edward Woo and Andrew Law as third parties.15. There is no dispute that the Plaintiff had performed its obligations under the Sale and Purchase Agreement and has exercised its option under the Option Agreement. The factual dispute is whether the Plaintiff had procured Edward Woo to waive the requisite amount of loan. Subject to the Plaintiff discharging that burden, the burden would then