【正文】 er 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 They seek a declaration that the four agreements are rescinded and counterclaim for damages for false representation and nondisclosure.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 be on the Defendants to prove the false representations and nondisclosures in 8 / 97order to have the four agreements rescinded and relieved of their liability under the four agreements.The alleged false representations and nondisclosures16. The Defendants’ pleaded defence is excessive, confusing and overlapping. In broad terms, the defences are false representation, nondisclosure and nonfulfilment of condition precedent. Mr Poon SC and Mr Li adopt different approaches to the interpretation of the pleaded defence. To consider their submissions, it is necessary for me to quote the pleaded defence in full. The relevant pleadings are paragraphs 5(f), 5(g), 5(h), 6(c), 6(d), 6(e) and 7 of the Amended Defence and Counterclaim (“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 2