RE SENOX INVESTMENT LTD

HCCW 1383/2003

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1383 OF 2003

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J U D G M E N T

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1. This is a petition to wind up Senox Investment Limited ("the Company") presented by the Bank of China (HK) as the successor of the Kincheng Banking Corporation. The petition is based on a judgment debt obtained against the Company on 29 March 2001 in HCA No. 718 of 2001. The judgment debt as at 26 September 2003 amounted to HK$79,302,085.44, including interest and fixed costs. On 9 October 2003, a demand for this debt was served on the Company. The petition herein was presented on 10 December 2003.

2. The Company has belatedly put in an affirmation from its director Mr Chen Xun, which was made on 21 February 2004 and has not been filed. In that affirmation, Mr Chen has accepted that the Company does not dispute the judgment debt in the region of HK$79 million odd. He seeks an adjournment of four weeks and says this is to enable the Company to pursue restructuring negotiations with the petitioner and with the other creditors.

3. Mr Chen claims that the Company has secured an investor who is willing to inject HK$8 million into the Company in exchange for the shares in the Company. That investor is not identified and there is no evidence in writing produced to his affirmation of the offer made by the investor. Be that as it may, Mr Chen deposed that the fund to be injected by this investor in the sum of HK8 million would be used wholly for the purpose of settling the debt to the petitioner, which, as I have stated, is in the region of HK$79 million. Other than the petitioner, the Company is indebted to other creditors and related companies in the region of HK$80 million and to shareholders or its controlling company in the region of HK$26 million.

4. The total liabilities of the Company, according to Mr Chen, are approximately HK$185 million. No financial statements of the Company are exhibited to Mr Chen's affirmation. On the basis of the figures put forward by Mr Chen, the Company's liabilities to the petitioner would be about 43% of the total liabilities.

5. I understand from Miss Jacqueline Lee, who appeared for the petitioner, that the proposal to settle the petitioner's debt with the HK$8 million to be injected by the investor is rejected by the petitioner. That being the case, I see no useful purpose of adjourning the petition albeit for a short period as requested by the Company.

6. In the circumstances, I think it appropriate to wind up the Company and I so order. The petitioner's costs would be paid out of the assets of the Company.