RE EVER FIRST (ASIA) LTD.

HCCW 408/2001

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING UP NO. 408 OF 2001

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J U D G M E N T

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1. This is a petition for the winding up of a company known as Ever First (Asia) Limited. The petition shows that it is based upon a judgment which was obtained by the Petitioner bank against the Company in January 2001. The judgment amount is in the sum of $880,000.00 with interest. A statutory demand was served against the Company in March 2001 and a petition was presented in May 2001. There has been no affidavit from the Company disputing liability for the judgment debt. There has been no appeal from the judgment and there has been no stay of execution.

2. Accordingly, the Petitioner has satisfied me that it is entitled ex debito justitiae to a winding up order and I would make the usual winding up order unless there are any grounds put before me to enable me to exercise my discretion against making a winding-up order today. There are no supporting or opposing creditors.

3. Before me today, a Mr Lee Yiu Kwong, who is not a director of the Company but who has been authorised by a resolution of the Company to represent it, has asked me for leave to represent the Company. I heard Mr Lee's representations, as it were, de bene esse with a view to seeing whether the Company has any grounds to dispute this petition. Having heard Mr Lee quite extensively, I take the view that there is no point in granting him leave to represent the Company because it is clear that there are no grounds at all for the Company to resist this winding up petition.

4. As I have indicated, the judgment debt is in the sum of about $800,000.00 odd and it has been outstanding for about 6 months. There have been discussions between the bank and the Company, but the result of the discussion is that the bank is not prepared to give any further time to the Company and it is pressing for a winding-up order today.

5. Mr Lee has shown me a letter of today's date in which it is indicated that an investor may be interested to inject money into the Company. The proposal is that the bank would be repaid as to $100,000.00 today and $140,000.00 by the end of this month, and another sum of $240,000.00 to be payable by 120 instalments of $2,000.00 per month presumably starting after 31 July 2001.

6. In my view, to spread the third payment to something like 10 years is commercially unrealistic. The Company has not shown that it has any assets and apparently it has no receivables.

7. In my view, it is clear that the Company is hopelessly insolvent and I can see no grounds whatever for me to exercise my discretion not to make the usual winding up order. Accordingly, I would make the usual winding up order.