【正文】 and (3) whether the Campus was mortgageable under PRC law。CC did the Defendants plead that the Plaintiff or Edward Woo knew the representations were false and intended the Defendants to act on them.22. Mr Li’s argument is that while the primary basis of the Defendants’ claim is misrepresentation, nondisclosure is nevertheless an alternative basis relied on by the Defendants. This alternative basis is predicated on the basis that Pine or Edward Woo owed the Defendants fiduciary duties including a duty to act in good faith and to make all material disclosure. He refers to Chitty on Contracts, Hong Kong Specific Contracts, paragraphs 1920, 1045 to 1052。CC. In their answer, the Defendants confirmed that both representations were false in that, contrary to the representations, 12 / 97“in fact, CIDST had occupied and acquired certain rights to further develop the [Campus]. The building certificates for the buildings erected on the [Campus] further disclosed that the buildings were used as teaching premises, premises for the staff and premises for the students and as such cannot be mortgaged to the bank to obtain finance and constitute an encumbrance or restrictions on the [Campus].” (Words in [ ] are my substitutions for consistent reading.)The second part of the answer relates to the mortgage representation. Mr Poon SC submits that insofar as the first part of the answer is concerned, the Defendants are alleging that it was CIDST’s occupation of the Campus which rendered the village representation and the user representation false. Thus the falsity does not lie in whether the Campus could be used to establish the “East West Cultural Exchange Village” or could be used and/or developed as a hotel, spa, sports centre or residential buildings, but that the Campus could not be used for those purposes due to the occupation by CIDST. Edward Woo did not deny that he had mentioned about establishing the East West Cultural Exchange Village and in that connection the use to which the Campus could be put. The building certificate shows that the Campus was to be used as the “East West Cultural Exchange Village”. The building plan shows the type of facilities, including hotel, spa and sports centre which were permitted to be built. The real factual issues in relation to the false representations pleaded in paragraph 5(f) and 5(g) are the same, . whether CIDST was in occupation of the Campus and that such occupation render it impossible for the Campus to be used for the purposes represented. 20. I can well understand Mr Poon SC’s ingenious argument. It appears to be a little strained and semantic. But I agree with him. The pleadings draw a distinction between nondisclosures and false representations. Mr Li also puts nondisclosures as an alternative basis for 13 / 97rescinding the four agreements. That is how the two should have been pleaded and dealt with. Thus, in view of the Defendants’ answer to the request for further and better particulars, there is only one false representation, . the vacant possession representation which covers the first three of the five representations submitted by Mr Li. The factual issue is whether CIDST was in possession of the Campus before 12 April 2022. The above conclusion does not mean the nondisclosure issues are struck off from the ADamp。(2) the user representation:the Campus could be used and/or developed as a hotel, spa, sports centre or residential buildings (paragraphs 5(g) and 6(d) of the ADamp。 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 t