1. In 2013, the Appellant and the Respondent entered into a joint venture agreement (the “JVA”). The JVA provided that one party might exclude the other from the joint venture if the other were insolvent. Should this option be invoked, the excluded party would be entitled to a share of the profit up to the date of exclusion, less expenditure and losses caused by the excluded party. 2. In August 2018, a winding-up petition was presented against the Appellant and, subsequently, the Respondent exercised its option under the JVA to exclude the Appellant from the joint venture. In December 2018, the parties entered into a Supplemental Agreement (the “SA”). Under the SA, the Respondent agreed to pay a sum of money for the Appellant’s residual rights and interests under the JVA (the “Transaction”) to Cogent Spring Limited (“Cogent Spring”), a sister company of the Appellant within the Hsin Chong Group. The Respondent paid the first instalment to Cogent Spring (the “Funds”). The Funds were then dissipated through various payroll and MPF payments owed by the Appellant, as well as legal costs and other expenses of other entities in the Hsin Chong Group. 3. The Respondent retrospectively sought to validate the Transaction. The Court of First Instance (“CFI”) granted a validation order (the “Validation Order”), holding that the payment of the Funds by the Respondent should be regarded as a discharge of its obligations under the SA, and not as a disposition of the Appellant’s property. Also, the CFI found that the Appellant might have to repay the Funds to the Respondent if the Transaction were not validated. While the Respondent had “an inkling” as to how the Funds would be spent, they did not breach any duties. To not validate the transaction would be to punish the Respondent, which would not benefit the Appellant’s unsecured creditors. The Court of Appeal held that there was no valid ground to interfere with the CFI’s exercise of discretion in granting the Validation Order. 4. The issue before this Court was whether, in validating the Transaction, the lower courts correctly applied section 182 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (“CWUMPO”). 5. The Court of Final Appeal held that under section 182 of CWUMPO, after the presentation of a winding-up petition, a transaction that disposes of a company’s property would be void unless the court grants a validation order. If the Transaction is seen as a transaction disposing of the Appellant’s property, it is presumptively void and the burden is on the Respondent to show why the Validation Order should be granted. In granting a validation order, the order must benefit all unsecured creditors and the interests of the general body of creditors is paramount. 6. The Court of Final Appeal held that the Transaction involved a disposition of the Appellant’s property. The Appellant exchanged its rights under the JVA for the right to be paid under the SA: this right to be paid was the Appellant’s property. By paying Cogent Spring instead of the Appellant, the Transaction dissipated the Appellant’s property. The court would look at the substance of a transaction instead of its form. It was irrelevant that the parties contractually agreed that the Funds were to be paid to Cogent Spring. 7. The Court of Final Appeal held that the lower courts wrongly emphasised that the Respondent had no ulterior motive and breached no duty. The concern of section 182 of CWUMPO is to preserve the company’s property for proper distribution to unsecured creditors and it does not concern itself with the parties to the transaction or require it to be shown that such parties were involved in any breaches of duty before the disposition is rendered presumptively void. The Appellant never received any of the Funds, nor was any part of them made available to be distributed to the creditors of the Appellant. Further, contrary to what was suggested by the CFI, the Appellant would not have to repay the Respondent because none of the Funds were ever paid to the Appellant. Therefore, the Transaction was void by reason of section 182 and the Validation Order set aside. Disposition 8. Accordingly, the appeal was unanimously allowed.