WAH YAN PROPERTY LTD. v. IDEACTION STRATEGIC INVESTMENT LTD. AND ANOTHER

HCCW 187/97

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 187 OF 1997

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J U D G M E N T

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1. This is the hearing of a Petition to wind-up the 1st Respondent company. The Petition has had a very long history. It was first started in 1997 with a different Petitioner being an associated company of the present Petitioner. By various orders made by the Companies Judge, there is now a Re-Re-Re-Amended Petition and there has now been substituted for the original Petitioner the present Petitioner, namely Wah Yan Property Limited, one of the two shareholders of the Company in question. The other shareholder of the Company in question is the 2nd Respondent.

2. Before me today, the Petitioner has indicated that it would not be proceeding with the Re-Re-Re-Amended Petition on the second ground, namely that it would be just and equitable to wind-up the company, so the present Re-Re-Re-Amended Petition is concerned only with a debt of more than $20,000,000.00 owed by the Company to the Petitioner. This is now unopposed and it is clear that, therefore, a winding-up order ought to be made on the ground of insolvency of the Company.

3. The parties are agreed as to the costs order to be made, which is as follows:

1. that the Official Receiver's costs should be paid out of the 1st Respondent's assets;

2. that the Petitioner's costs should, in the first instance, be paid by the 2nd Respondent with any shortfall being paid out of the assets of the 1st Respondent; and

3. that the 1st Respondent's costs should be deferred until all unsecured creditors have been paid in full.

Accordingly, I would make an order that the Company be wound-up under section 177(1)(d) of the Companies Ordinance and I will make the costs order as indicated.