THE JOINT AND SEVERAL PROVISIONAL LIQUIDATORS OF C LTD v. X LTD AND OTHERS

HCCW 126/2018

[2020] HKCFI 2446

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO 126 OF 2018

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D E C I S I O N

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1.  I have before me a summons issued by the liquidators of the Company pursuant to s286B and 200(3) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) for disclosure of documents relating to the affairs of the Company. I have already made an order against the 2^nd Respondent. The present application only concerns the 1^st Respondent. The 1^st Respondent is a Mainland company and it has been served at its registered office through judicial channels in August 2019. The original hearing was fixed to take place during the general adjournment period and consequently was adjourned until today.

2.  In short the liquidators seek documents from the 1^st Respondent relating to a share charge over a valuable shareholding entered into shortly before the winding up petition was issued.  From the liquidators’ enquiries they have been unable to establish precisely why the share charge was executed and in particular establish that it was made to secure advances to the subsidiary of the Company which gave it.

3.  The 1^st Respondent has not attended the court today.

4.  The principles which govern applications of this sort are well known.  Section 286B is intended to facilitate a liquidator in collecting the assets of the Company, settling its liabilities and distributing any surplus amongst its creditors.  In addition it supports and assists the liquidator in carrying out their duty to investigate the cause of the company’s failure and the conduct of those concerned with its affairs; Joint and Several Liquidators of Kong Wah Holdings Ltd v Grande Holdings Ltd [1].

5.  In my view it is clear that the liquidators have demonstrated a proper and adequate reason for the order they seek and I will make an order in the terms of the summons against the 1^st Respondent.