Celestial NutriFoods was a holding company listed in Singapore. Via three BVI companies it controlled three subsidiaries in mainland China. After it defaulted on a CB, its liquidator identified a number of suspicious transactions. 1) the disposal of substantially all of Celestial’s assets in December 2010 by the auction of the shares of the PRC subsidiaries which had been pledged to the China Construction Bank (“CCB”) as security for certain loans apparently extended by CCB to the BVI subsidiaries. As a result, Celestial’s shareholders and creditors were left holding shares or bonds in a worthless company; 2) Cash payments totalling $17m to Power Charm Group Ltd, a BVI company. 3) Payment of RMB70m in December 2009 to purchase technical know-how in respect of a bio-diesel plant; 4) The sale of returned goods. The value of goods sold but later returned amounted to RMB 254m in 2009 and RMB 437m in 2010. However, some of them were re-sold for only RMB 15m. 4) Cash payments of some RMB529m without written documentation in relation to the construction of a “Soybean Hi-Tech Industrial Zone” in Daqing, PRC; and 5) An undisclosed lease of a land to construct a hotel.
SAL: BNY Corporate Trustee Services Ltd v Celestial Nutrifoods Ltd, 6 Aug 2014
Celestial NutriFood: Annual Report 2009