【正文】 022, 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 1221/2022.2. The Plaintiff and the 1st Third Party are represented by Mr Poon SC and Ms Linda Chan. The Defendants are represented by Miss Angela Gwilt and Mr C Y Li who joined in as leading counsel on the 12th day of trial. The 2nd Third Party, who is a practising solicitor, appeared in person except for the last day of the trial when he is represented by Ms Elsie Yiu.3. By the seventh day of the trial, the parties were still entangled in pretrial matters. Rather than to have both actions adjourned and refixed, I considered it in the best interest of all parties to continue hearing the main action and to adjourn the winding up action. Hence, on my own motion, I adjourned HCCW 593/2022 to a date to be fixed and continued hearing HCA 1221/2022. I am glad to have taken that course, because as the evidence unfolds, it became obvious that the evidence in the winding up action would be highly prejudicial to the Defendants in the main action and the evidence in the main action would also be prejudicial to the Respondents in the winding up action. In this judgment, I shall refer to some of the evidence in the winding up action for the purpose of setting out the background in which the material issues which I have to decide in the 4 / 97main action arose. I do not rely on any of those evidence in my assessment of credibility of witnesses or finding of fact in the main action. I make no finding of fact in respect of the winding up action either, not even a provisional view.4. On the 13th day of trial, shortly after opening the defence case, the Defendants offered to discontinue the third party proceedings against the 2nd Third Party, Andrew Law, with costs. The offer was not accepted because of disagreement on the scale of costs. Andrew Law continued as a third party. But for all practical purposes, the Defendants have abandoned their claim against Andrew Law. The issue as between the Defendants and Andrew Law is whether Andrew Law is entitled to have his costs on indemnity basis. 5. The dispute is about two of the four agreements. On 12 April 2022, Pine, Cyber Strategy and Lecture Kit entered into three agreements in connection with the sale and purchase of shares in UR Limited. On the same day, they also entered into a fourth agreement with UR Limited to regulate their management of UR Limited. 6. Under the Sale and Purchase Agreement, Lecture Kit purchased from Pine 51% of its shares in UR Limited (. 510,002 shares) and Pine purchased from Cyber Strategy 20% of its shares in Lecture Kit (. 1,000 shares). In essence, that was a share swap agreement. The principal asset of UR Limited was, and still is, its wholly owned subsidiary, Union Resources Limited Educational Development (Yanjiao) Company Limited (“UREDY”) which owns a piece of land (“the Campus”) in the People’s Republic of China (“PRC”). 5 / 977. Under the Lecture Kit Shareholders’ Agreement, Cyber Strategy agreed to repurchase Pine’s 1,000 shares in Lecture Kit at HK$ million if Lecture Kit is not listed by 12 April 2022 and Cyber Strategy agreed to deposit its 510,002 shares in UR Limited with Messrs Andrew Law amp。 Franki Ho as custodian.8. Under the Option Agreement, Lecture Kit granted an irrevocable option to Pine to call upon Lecture Kit to issue a convertible note for HK$20 million with interest, in consideration of Pine’s agreement to procure Edward Woo to waive his director’s loan to UR Limited. Pursuant to this agreement, Edward Woo signed a letter of release confirming his agreement to release and discharge “all loans and liabilities hitherto due and owing by” UR Limited to him, whether listed or not listed in the books of UR Limited, and which was not less than HK$53,547,843. 9. The sale and purchase of the shares in UR Limited was pleted on 13 May 2022. Pursuant to the Option Agreement, a convertible note in the adjusted amount of HK$ million was executed by Lecture Kit, which was subsequently dated 1 February 2022 with a maturity date on 1 February 2022. The dispute between the parties is related to the Lecture Kit Shareholders’ Agreement and the convertible note issued pursuant to the Option Agreement.10. On 2 July 2022, Gary Ho, for and on behalf of UREDY, entered into the Cooperation Agreement (合作辦學(xué)合同書(shū) ) with China Institute of Defence amp。CC”):“5(f) [Edward Woo] warranted and represented to Gary Ho that the [Campus] can be used to establish an institution there under the name “The East West Cultural Exchange Village” for the purpose of promoting education and cultural exchange. 5(g) As a further and/or alternative proposal, [Edward Woo] warranted and represented to Gary Ho that the [Campus] can be used and/or developed as a hotel, spa, sports centre or residential buildings.5(h) In or about January 2022, Gary Ho … went to inspect the [Campus] upon the arrangement of the 1st and 2nd Third Parties. At the time of the inspection, the [Campus] was not occupied and was vacant. As a result, the Defendants were led to believe that [Edward Woo’s] intention and/or proposal were genuine and that the [Campus] was in a state of vacant possession. 6(c) Prior to signing the Sale and Purchase Agreement and the [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 t