Re Tin Tin Publication Development Ltd.

HCCW 784/2000

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO. 784 OF 2000

____________

_______________

D E C I S I O N

_______________

1. This is an application by the Company to adjourn this petition. The petition was commenced on 29 August 2000 in relation to a judgment debt in the sum of $6.6 million.

2. The petition has been adjourned for quite a few times. Those adjournments were applied for, and granted, on the ground that the parties were close to a settlement. On 4 December 2000, Yuen J indicated to the parties that although she would grant another adjournment on that occasion, that should be the last adjournment.

3. Despite the said adjournment and the said indication, the parties yet again asked for another adjournment on 18 December 2000 when the matter came before Yuen J. Upon an undertaking of the Company to file an affirmation to explain the circumstances of the negotiations undertaken by it, Yuen J adjourned the matter to today. In the meantime, Messrs John Ho & Tsui, the former solicitors of the Company in HCA 6856/1990 (and the related appeals) filed an affirmation indicating that the Company owes the firm about $2.8 million by way of legal fees and asks to be substituted as a creditor if a settlement is reached between the Petitioner and the Company.

4. When the parties appear before me today, the Company yet again asks for an adjournment to enable a settlement to be put into effect. The Petitioner adopts in effect what can be described as a "neutral" stance as regards this application. The Company also submits that the application for adjournment is supported by 2 of its major creditors, one Times-Ringier (HK) Ltd and one Chios Ltd. They filed 2 "Notices of Intention to Appear on Petition" respectively on 21 December 2000 and 14 November 2000 and claim therein to be the creditors for the respective sums of about $26.2 million and $59.578 million.

5. Although these creditors indicated in these 2 notices an intention to appear at the petition hearing, they are not legally represented today.

6. Mr Benjamin Lau, who is a director and shareholder of the Company and who filed herein an affirmation for the Company on 22 December 2000, claims to represent Times-Ringier but the document purporting to authorise him to do so is vague and does not even appear to contain the resolution of the board of directors of Times-Ringier. Chios Ltd has not provided any document of authorisation although a Mr Wong claims to be its director authorised to represent it at today's hearing.

7. After hearing all the parties interested in this petition, I find that the assertions made by the 2 gentlemen claiming to represent the 2 creditors, Times-Ringier and Chios Ltd, to be unsupported by evidence. Their claims that the Company would be able to pay off its debts within a reasonable period of time also appear to be doubtful because, as was made known to me at today's hearing, the Company has not been running a profitable business up to now. Even Mr Wong only said that the Company's business is on the track of becoming "break-even". I therefore conclude that no weight should be given to the claims of Times-Ringier or Chios Ltd when determining the application to adjourn.

8. This petition, as stated earlier, is based on the judgment debt of $6.6 million. Mr Hingorani for the Petitioner informed me that a proposed settlement has been reached between the parties and the only matter standing in the way of a settlement with the Company is the need for a court sanction of the proposed settlement. He has now given an undertaking for the Petitioner to the Court that the application for such a court sanction will be made within 7 days from today unless the committee of inspection approves the proposed settlement before then.

9. As regards the claim of Messrs John Ho & Tsui, an originating summons has been taken out by the Company on 22 December 2000 (in HCMP 6586/2000) asking inter alia for the bill of costs to be taxed pursuant to s.67 of the Legal Petitioner's Ordinance, Cap.159.

10. With the above matters in mind, in particular the undertaking regarding the making of the application for court sanction of the proposed settlement and the commencement of HCMP 6586/2000, I find that the most appropriate course would be to grant the adjournment now sought.

11. I would therefore adjourn this matter to Monday 8 January 2001 at 9.30 a.m. before the Companies Judge.