Sections 15 and 86 of the Companies Act (2021 Revision) and Order 102 of the Grand Court Rules 1995 and Bestway Global Holding Inc.

• Jurisdiction: Cayman Islands
• Judge: Justice David Doyle
• Judgment Date: 07 October 2021
• Court: Grand Court (Cayman Islands)
• Docket Number: CAUSE NO. FSD 208 OF 2021 (DDJ)

In the Matter of Sections 15 and 86 of the Companies Act (2021 Revision)

And in the Matter of Order 102 of the Grand Court Rules 1995

And in the Matter of Bestway Global Holding Inc.

Before:

The Hon. Justice David Doyle

CAUSE NO. FSD 208 OF 2021 (DDJ)

IN THE GRAND COURT OF THE CAYMAN ISLANDS

FINANCIAL SERVICES DIVISION

HEADNOTE

Sanction of scheme of arrangement under section 86 of the Companies Act (2021 Revision)

Appearances:

Mr Ben Hobden for the Petitioner

Introduction

1 This Court is asked to sanction a scheme of arrangement, the scheme of arrangement of Bestway Global Holdings Inc., (the “Company”) under section 86 of the Companies Act (2021 Revision) (the “ Companies Act”). The Court is also asked to confirm a reduction of share capital pursuant to section 15 of the Companies Act. The Company is incorporated in the Cayman Islands as an exempted company pursuant to the Companies Act.

Documents and submissions considered

2 I have considered the pleadings and the evidence contained in the hearing bundle. I considered the skeleton arguments dated 2 August and 22 September 2021 of Ben Hobden, who appears on behalf of the Company, and I have also considered Mr Hobden's oral submissions made at the hearing this morning. I am grateful to Mr Hobden and his team for their assistance to the Court.

3 I note the undertakings dated 14 July 2021 to the Court given by the Offeror and the Offeror Concert Parties (as defined in the petition dated 20 July 2021).

The purpose and principal features of the scheme of arrangement

4 I note the purpose and principal features of the scheme of arrangement. The purpose of the scheme of arrangement is to privatise the Company so that the Company will become a wholly owned subsidiary of Great Success Enterprises Holdings Limited, a company incorporated in the British Virgin Islands with limited liability (“Offeror”), Mr Zhu Qiang (“Mr Zhu”), M.S.N.K.S Investments LLC, MSNK Investments II, LLC, Mr Bogden Nowak, Outland Enterprise Company Limited and Mr Patrizio Fumagalli (all being the Offeror Concert Parties).

5 The Offeror notes that the trading volume of the shares in the Company has been at a relatively low level over an extended period of time and this could make it difficult for scheme shareholders to sell their shareholdings in large volume on the market without causing negative impact on the share price of the Company. The Offeror is of the view that the scheme of arrangement provides a good opportunity for the scheme shareholders to realise their investment in the shares without suffering any discount due to low trading liquidity and also an opportunity for investments to be realised at an attractive premium over the prevailing price of the shares.

6 The Offeror is of the view that the Company's ability to raise funds in the equity capital markets for future development and growth is limited and that the administrative costs and management resources associated with maintaining the Company's listing status are no longer justified. Moreover, the Offeror considers that the scheme of arrangement will provide the Offeror with more flexibility in supporting the long-term business development of the Company. The directors, (with Mr Zhu being the Offeror Concert Party abstaining from voting), concluded that the terms of the scheme of arrangement were fair and reasonable and that its implementation was in the interest of the Company and the scheme shareholders.

The relevant requirements are satisfied in respect of...