Evergrande was officially ordered to be liquidated, how big was the impact？

Today, China Hengda (03333.HK), Hengda Automobile (00708.HK), Hengda Property (06666.HK) suspended trading. As of the time of suspension, the three companies fell by 20.87%, 18.21% and 2.50% respectively.

On the news, the liquidation case of China Evergrande was re-heard in the Hong Kong High Court. The judge said that China Evergrande’s workout plan lacked progress, and the company was insolvent. It officially ordered Evergrande to be wound up, and held a hearing this afternoon to deal with the regulatory order and issue written reasons.

According to the Securities Times, a liquidation petition is a common means of debt collection under the Hong Kong legal system. The court issues a liquidation order, which declares that the company has entered bankruptcy and liquidation procedures. This means that the Hong Kong capital markets have ushered in the largest bankruptcy and liquidation of a real estate company. China Evergrande, which has debts of 2.40 trillion yuan, has been subject to creditors’ application for liquidation. In order to delay the liquidation, it has repeatedly expressed the preparation of a new workout plan. However, due to the slow progress of the workout plan, it was eventually ordered to be wound up by the court.

In fact, there are already signs that China Evergrande is about to receive a winding-up order. According to the official website of the Hong Kong Judiciary, Judge Chan Jing-fen is scheduled to hold a hearing on a potential regulatory order on the afternoon of January 29. Once such a regulatory order takes effect, it means that the court will oversee the winding-up process, which may involve the appointment of a liquidator.

The winding-up hearing has been postponed several times before

I was still trying to liquidate my debt last week

For Evergrande, the way to avoid a winding-up petition is to complete the workout. In order to win the approval of the restructuring plan, China Evergrande’s winding-up hearing has been delayed for a long time, with a total of seven delays.

The Hong Kong High Court had previously decided to postpone December 4, 2023 as the last time for China Evergrande’s liquidation hearing. However, at that time, China Evergrande was granted another extension time after the applicant suddenly said that it would not ask the court to issue a liquidation order and did not object to China Evergrande’s application for adjournment.

The winding-up order, which may be tied to the entry of new applicants, has been reported to include a winding-up petition at the hearing by a special panel of major overseas bondholders, a provisional group of creditors holding more than $2 billion in offshore notes secured by Evergrande and its backers. Industry lawyers say the move increases the chances of an immediate winding-up order.

Evergrande had been pushing for a restructuring plan to avoid liquidation. However, at the end of September and the beginning of October 2023, with Evergrande Real Estate and Xu Jiayin being investigated successively, China Evergrande could not meet the eligibility for the issuance of new bills, resulting in the failure to implement the restructuring plan that all parties had been working hard to promote. Since then, Evergrande has not disclosed a new workout plan.

China Evergrande tried to come up with a last-minute workout to avert a possible imminent liquidation before a liquidation hearing at the end of December. The plan is understood to include converting some of the debt held by foreign creditors into equity in the company and two Hong Kong-listed subsidiaries, and repaying the remainder with non-tradable "certificates" backed by foreign assets. However, creditors are widely seen as unlikely to accept Evergrande’s new plan, given the low likelihood of debt recovery and growing concerns about Evergrande’s future.

Just a few days ago, on January 25, the company also announced the sale of the interests of a project company. According to the announcement, Hengda Real Estate Group Guangdong East Co., Ltd. (the transferor), a subsidiary of China Evergrande, signed an agreement with (among others) the transferee, Shantou Hengyao Real Estate Development Co., Ltd., the transferor will transfer its 65% interest in the project company (Shantou Hengming Real Estate Development Co., Ltd.) to the transferee for a total consideration of 137.60 million yuan. As part of the transaction, the project company will forgive part of the debt of the transferor and its contacts to it, amounting to 376 million yuan. In the announcement, Hengda stated that the sale will revitalize the group’s projects, promote the resumption of work and production of the surviving projects, and protect the legitimate rights and interests of project investors, creditors, and homebuyers.

China Hengda recently disclosed that as of the end of November 2023, Hengda Real Estate involved a total of about 316.391 billion yuan of unliquidated maturing debts; at the end of October this figure was 301.363 billion yuan. In addition, as of the end of November 2023, Hengda Real Estate overdue business tickets accumulated about 2055.37 billion yuan.

In terms of litigation, as of the end of November 2023, Hengda Real Estate had a total of 2053 pending proceedings with a target amount of more than 30 million yuan, and the total amount of the target amount was about 490.069 billion yuan; at the end of October, these two figures were 2002 and 470.755 billion yuan respectively. During November 2023, Hengda Real Estate added 101 pieces of information to be executed compared with the end of October, and the total amount of new executions was about 13.048 billion yuan.

Evergrande real estate 2022 annual report shows that the company’s total liabilities 1.833819 trillion yuan, total assets 1.468557 trillion yuan, has been insolvent.

Hengda Sean: I have done my best, I am very sorry

According to the 21st Century Business Herald, in response, China Evergrande Executive Director, CEO, and Evergrande Group Executive President Sean responded that the Group and China Evergrande have made every effort to defend the petition for overseas liquidation. Previously, the Group supported and urged China Evergrande and its advisory team to continue to conduct comprehensive and in-depth exchanges with various creditors, adhere to the principles of marketization, rule of law, and internationalization to treat domestic and foreign creditors fairly, actively promote overseas workouts, and maximize and fairly protect the maximum interests of domestic and foreign creditors based on the actual situation of the company.

Sean said that although we have been working towards repairing and improving asset value and business vitality, objectively, the group’s operation is facing huge difficulties, resources are extremely limited, and the preliminary voting of creditors has not met expectations. Hengda Real Estate has been investigated by the China Securities Supervision Commission, and the group’s actual controllers have been taken compulsory measures according to law for suspected illegal crimes. The company also believes that it cannot meet the relevant legal conditions for key aspects of overseas workout. These circumstances make various uncertainties continue to intensify, so that the workout plan is ultimately difficult to implement. Today’s court ruling is contrary to our original intention. We can only express our best efforts and regret for this.

Next, the Group will face difficulties and problems, take all legal compliance measures, and steadily promote the normal operation of the Group’s business on the premise of protecting the legitimate rights and interests of domestic and foreign creditors.

Sean stressed that the subject of the overseas liquidation order issued by the court this time is China Evergrande, which is listed in Hong Kong. At present, the management and operation system of Evergrande Group and other domestic and foreign subsidiaries as independent legal entities remains unchanged. The group will still strive to do everything possible to ensure the stability of domestic business and operation, steadily advance key tasks such as guaranteeing the delivery of buildings, and maintain the quality of property services. It will still make every effort to ensure the smooth progress of risk resolution and asset disposal. It will still try its best to advance all work fairly in accordance with the law.　

Liquidation or impact on foreign assets

Expert: Guaranteed building has legal protection

According to the HKFC, under the relevant laws of Hong Kong, the court may issue a winding-up order against a company once it is satisfied that one of the requirements set out in section 177 (1) of the Companies Winding-up Ordinance (including the company’s insolvency) has been met. The court will take into account the wishes of the creditors and the principles of justice and fairness.

During the compulsory winding-up period, all proceedings against the company and actions by creditors are automatically suspended unless the court grants permission for such proceedings to begin or continue. In addition, the powers of the directors will be suspended, while the court-supervised liquidator will be responsible for recovering and realising the company’s assets, investigating the company’s affairs, adjudicating creditors’ claims, and distributing to creditors from the winding-up estate. Once the company is wound up, the liquidator will apply to the court to release the liquidator from liability and dissolve the company.

According to the Daily Economic News, a senior lawyer said that the liquidation of China Evergrande will not directly affect the domestic subsidiaries of Evergrande Group in the short term, such as the most concerned Hengda Real Estate. The bankruptcy liquidation of China Evergrande will not directly lead to the bankruptcy of Hengda Real Estate. At most, the equity of Hengda Real Estate held by China Evergrande may be disposed of during the bankruptcy liquidation process.

In addition, within the territory, home buyers have the statutory "super priority" according to law. On April 20 last year, the Supreme People’s Court issued the "Reply of the Supreme People’s Court on the Protection of Consumer Rights of Commercial Housing" (Fa Shi [2023] No. 1) (referred to as the "Reply"), which makes it clear that if a consumer of commercial housing purchases a house for the purpose of living and has paid the full price, and claims that his claim for the delivery of the house has priority over the right to payment for the price of the construction project, the mortgage and other claims, the people’s court shall support it. At the same time, the Supreme People’s Court also pointed out that in the case that the house cannot be delivered and there is no possibility of actual delivery, if the consumer of commercial housing claims that the right to return the price has priority over the right to payment for the construction project price, the mortgage and other claims, the people’s court shall support it.

According to the 21st Century Business Herald, a legal expert familiar with the situation said that, in general, as long as the debt risk is resolved in accordance with the law and regulations, the guaranteed building is guaranteed by law, which is the saying that "the sky cannot fall". The court’s ruling means that although China Evergrande has made every effort to defend the liquidation and promote the workout, it is still being liquidated due to its long-term accumulation of serious defects, and may eventually lead to the dissolution of the overseas company. Although there are still cases in history that the company can try to revoke the liquidation order by restarting the workout procedure under the leadership of the liquidator, the current probability for China Evergrande is only theoretical.　

"A fair, ordinary and objective view of China Evergrande’s liquidation"