1. The Appellant was a Mainland Chinese company listed in Hong Kong. Following disputes between the parties under a joint venture agreement, the Respondent obtained an arbitral award (the “Award”) in its favour. Subsequently, the Respondent obtained leave from the Court of First Instance to enforce the Award in Hong Kong. In October 2016, the Respondent served a statutory demand on the Appellant in respect of the amounts due under the Award. The Appellant did not pay the amounts demanded and sought declaratory relief to prevent the Respondent from presenting a winding-up petition against it. 2. In the present proceedings, the Appellant argued that, since the Appellant was an unregistered company, the Respondent would not be able to satisfy the three core requirements for the Hong Kong court to exercise its jurisdiction to wind up the Appellant pursuant to section 327(3) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (the “Ordinance”). The three core requirements are that: (1) There must be a sufficient connection with Hong Kong; (2) There must be a reasonable possibility that the winding-up order would benefit those applying for it; and (3) The court must be able to exercise jurisdiction over one or more persons in the distribution of the company’s assets. 3. In the courts below, the Appellant accepted that the first and third requirements were met and the argument proceeded on whether the second requirement was satisfied. At trial, Harris J held that the second requirement was satisfied because the leverage created by the prospect of a winding-up petition constituted sufficient benefit for the Respondent. Unless the Appellant was surprisingly indifferent to the adverse consequences of a winding-up order, such as the loss of its status as a Hong Kong listed company, one would expect it to pay the Award.The Court of Appeal upheld Harris J’s decision on the basis that there was a real possibility of benefit to the Respondent in the leverage created by the making of a winding-up order against the Appellant. 4. Before the Court of Final Appeal, the Appellant contended that the second requirement was not met on two broad bases: (1) First, since the three requirements are restraints on the court’s jurisdiction, they must be interpreted in light of comity and, in this case, comity required the court to pay sufficient deference to the jurisdiction of the company’s state of incorporation. This weighed against accepting leverage as a proper benefit. (2) Secondly, the benefit under the second requirement had to be a benefit resulting from the making of a winding-up order, not from any pressure or leverage arising before such an order was actually made. Further, the relevant benefit had to be money or property convertible into money, not an intangible benefit such as leverage. The purpose of the three core or threshold requirements 5. The Court noted that the jurisdiction to wind up foreign companies is provided by sections 327(1) and (3) of the Ordinance and that the three requirements are self-imposed restraints on the court’s exercise of jurisdiction to set in motion its winding-up procedures over a foreign company. But they were not statutory provisions and their interpretation should not be approached as if it were an exercise of statutory construction. They did not go to the existence of jurisdiction, but to the discretion of the court in deciding whether to exercise jurisdiction. It would therefore be preferable to refer to these requirements as threshold requirements, to avoid their description as “core” requirements being misunderstood. The nature of the benefit under the second threshold requirement 6. The Court observed that, in the case of an undisputed debt due and owing from a company to a creditor, the statutory demand mechanism provided a convenient means for seeking payment of that debt by the presentation of a winding-up petition. A company which failed to comply with a statutory demand is deemed to be insolvent. Where this was so, the case law recognised that it is entirely proper for a creditor to present a winding-up petition on the basis of the company’s insolvency as a means of applying commercial pressure to seek repayment of the undisputed debt. 7. The Court held that the benefit for the purposes of the second requirement is not limited only to one arising from the making of a winding-up order and need not be monetary or tangible in nature. The rationale of the benefit requirement is to ensure that the winding-up process will serve some useful purpose to the petitioner and the Court noted that the threshold for the benefit requirement had been recognised by the case law to be a low one. Since it was entirely proper to seek repayment of an undisputed debt by a statutory demand and winding-up petition, there was no reason to confine the relevant benefit narrowly to a consequence materialising only upon the making of the winding-up order itself. Further, once it was accepted that commercial pressure to achieve the repayment of an undisputed debt is an entirely proper purpose for a creditor’s winding-up petition, there was no reason to exclude such commercial pressure as a relevant benefit for the purposes of the second requirement. Comity and the three threshold requirements 8. The Court noted that, in the present context, comity meant that the court should exercise its winding-up jurisdiction over a foreign company only where it had a sufficient connection with Hong Kong. However, this issue did not arise in the present case because the Appellant had accepted, correctly, that the first requirement was satisfied. 9. The Court observed that the Appellant’s comity argument was an attempt to add a separate jurisdictional requirement of appropriate forum, namely that there was no more appropriate jurisdiction in which to wind up the company than Hong Kong. The Court held that there was no room for adding such a further requirement. If sufficient connection were established under the first requirement, any issue related to appropriate forum should only be a factor (as opposed to an essential requirement) that the court would consider at the hearing of the petition in deciding if a winding-up order should be made. Application of the principles to this case 10. The Court held that the second requirement could be satisfied by the commercial pressure placed on the debtor to pay an undisputed, or indisputable, debt by the invocation of the court’s winding-up procedures. In the present case, this was satisfied by the presentation of the winding-up petition. Disposition 11. Accordingly, the Court unanimously dismissed the appeal. It also directed that the sum paid into court pursuant to the order of Harris J, as a condition on which the winding-up petition presented by the Respondent in respect of the Appellant had been adjourned, together with the accrued interest thereon, be paid out to the Respondent forthwith.