ASIC has applied to the Federal Court of Australia for the appointment of provisional liquidators to Tianmei Beverage Group Corporation Limited (Tianmei).

The application arises from ASIC’s concerns that Tianmei:

• has failed to lodge its 2017 Annual Report
• has not had a company secretary since 10 August 2018
• does not currently have at least two directors ordinarily residing in Australia
• failed to address certain significant concerns raised by two separate auditors in relation to Tianmei’s financial records and transactions the company has entered into;
• failed to provide adequte explanations in relation to irregularities identified with bank account confirmations; and
• fails to hold regular board meetings.

ASIC seeks that the Federal Court make orders:

• for the appointment of Adam Nikitins and Marcus Ayres of EY as      provisional liquidators of Tianmei; and
• requiring the provisional liquidators to provide a detailed report to the Court that sets out the financial position of Tianmei, an opinion as to solvency and identification of any suspected breaches of the Corporations Act so the Court can consider at a later date whether it ought to make orders to wind up the company.

ASIC’s application has been listed for hearing in the Federal Court of Australia in Melbourne on 3 December 2018 at 12.00pm.

Background

Tianmei, which has its registered office in Barangaroo, New South Wales and conducts business operations in China through Tianmei’s wholly-owed subsidiary, Guangdong Tianmei Selenium-Rich Beverage Chain Company Limited (Tianmei China), a Chinese registered company. Tianmei China’s business consists of:

• a product promotion business for the introduction of food, beverage and general grocery suppliers to convenience stores in Guangdong province; and
• a water products business for the development, distribution and sale of bottled water in China.

In late 2016, Tianmei issued a prospectus for the offer of shares to raise up to $10 million. On 28 February 2017, Tianmei was admitted to the official list of the Australian Securities Exchange (ASX).

Since 1 March 2018, Tianmei’s shares have been suspended from trading.

Editor's note 1:

On 28 November 2018, the Supreme Court of Victoria made orders for the winding up of Tianmei in insolvency following non-compliance with a statutory demand issued by the company’s former auditors, BDO. Mr Ivan Glavas of Worrells was appointed Tianmei’s liquidator. Any appeal to the winding up order must be made within 14 days. 

ASIC’s proceeding - in which it sought the appointment of a provisional liquidator to, and ultimately the winding up of, Tianmei - has been adjourned until further order. 

General information about liquidation and its implications for creditors can be found in ASIC's Information Sheet Information Sheet 45 Liquidation: a guide for creditors [INFO 45].

Editor's note 2:

On 8 March 2019, the Federal Court made orders by consent under which ASIC was given leave to discontinue the proceeding. ASIC discontinued the proceeding given the appointment of a liquidator to Tianmei Beverage by an order of the Supreme Court of Victoria on 28 November 2018.