Re GUANG ZHOU ELECTRONIC LTD.

HCCW 788/2001

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO. 788 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 called Guang Zhou Electronic Limited. The Petitioner is a Bank and it would appear from the affidavit in support of the petition that an amount of about $9 million has been outstanding by way of overdraft and bills.

2. A statutory demand was presented in June last year. That was not satisfied and in July, the petition was presented.

3. The affidavits filed on behalf of the company merely ask for an adjournment of the petition on the basis that its parent is a substantive company in the PRC.

4. However, the company before the court is a trading company in Hong Kong and it has had difficulties repaying mortgage payments, and this difficulty has persisted for some time. The matter came before the court in October 2001, and on 5 November 2001 the matter first came before me when 4 weeks adjournment was granted on the basis that negotiations for a settlement were in progress.

5. After 4 weeks, on 3 December 2001, there was a further application for an adjournment and Deputy Judge Poon granted a further adjournment of 8 weeks.

6. On 28 January 2002, the matter came before Deputy Judge Poon again, when it was said that a written proposal had been put forward to the Petitioner for consideration and that there was a 'chance' for settlement. Again, a four-week adjournment was sought and was granted.

7. This meant that today the matter had come before the court 3 times previously, with a total period granted for negotiations of 16 weeks.

8. What is causing me some concern is that this company has carried on trading in Hong Kong and although it has been said that there were no other "major" creditors other than the Petitioner, the fact remains that I have, on the evidence, no substantive payment proposal at all.

9. Today, the Petitioner together with the company ask for yet a further adjournment of 3 weeks. It was said on behalf of the company that negotiations were still going on in China. Be that as it may, the fact remains that this company, which is substantially indebted in a large amount and which apparently has been carrying on trading in Hong Kong, has not been able to put up any sort of opposition to the petition, and I am not satisfied that such negotiations as has been going on have reached any realistic stage.

10. Accordingly, I refused any further adjournments. After consultation, the Petitioner has asked for the petition to be dismissed and I would accordingly dismiss this petition with the costs of the Petitioner to be borne, by consent, by the Company, to be taxed if not agreed.

11. The Official Receiver's costs at $10,100.00 are be deducted from the deposit.