 [2025] HKCFI 5736, Linda Chan J ordered the winding-up of a joint venture in one of the first winding-up petitions presented on the basis of arbitral findings to have been considered by the Hong Kong court thus far.

CEIBS Publishing was a publishing and online learning company established in 2007 as a joint venture between China Europe International Business School (CEIBS) and funds run by Chengwei Capital, a venture capital firm. In 2019, the Chengwei investors effected a series of changes by which they seized control over the joint venture and secretly sold their stake to a competitor without disclosing the transaction to CEIBS.

In 2021, CEIBS presented a petition to wind up CEIBS Publishing, which was stayed by the Hong Kong court in favour of arbitration pursuant to the shareholders’ agreements signed by the parties. In 2024, the tribunal handed down a Partial Final Award in favour of CEIBS, holding that “CEIBS had been deprived of equal board representation, relative majority voting power in shareholders’ meetings and its ability to participate in the Company’s management, and its interests as a shareholder have been seriously and unfairly prejudiced”.

On the basis of the findings made by the arbitral tribunal, CEIBS returned to court to seek a winding-up order, which was granted by Linda Chan J. Applying the principles explained by the Privy Council in 

, Linda Chan J held that the findings of exclusion from management were sufficient to justify a winding-up order, and the various “alternative proposals” proffered by the opposing shareholder were insufficient to redress the unfair prejudice suffered by CEIBS.

Linda Chan J’s decision illustrates the complementary and synergistic relationship between an arbitral tribunal’s power to adjudicate on the parties’ disputes which are relevant to the ultimate question of winding-up (which is important when viewed from the perspective of arbitrability) and the Court’s exclusive jurisdiction over the winding-up of companies (which is likewise important when considered from the perspective of public policy). It also provides useful guidance on the court’s approach to alternative remedies in the winding-up context.

, instructed by Chong & Partners LLP, acted for CEIBS.

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