RE GUO HAO TRANSPORTATION LTD.

HCCW 648/2001

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO. 648 OF 2001

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J U D G M E N T

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1. This is a petition presented by Outboard Marine Corporation Asia Limited which is itself in creditor's voluntary liquidation for the winding up of Guo Hao Transportation Limited (hereafter referred to as "the Company"). A statutory demand in the sum of about $2.5 million was presented against the Company by the Petitioner in April 2001 and a petition was first presented against the Company on 27 June 2001.

2. In opposition to the Petition, the Company had previously filed evidence to the effect that it had paid an amount to the Petitioner in part settlement of the arrears alleged by the Petitioner and it also had a rental deposit lodged with the Petitioner. Consequent to that, the Petitioner has amended this petition to reduce the amount alleged to be outstanding to a sum of about $2.1 million. However, neither before nor after the amendment has the Company offered to pay any amount to the Petitioner.

3. The Company has previously in its evidence alleged that there has been a misrepresentation by certain personnel of the Petitioner regarding marine access and in relationship to the Special Conditions of land which had been leased and the Company had alleged that it was entitled to a counterclaim which would enable it to set off the amount alleged to be due. However, matters have changed since then and the Company has now indicated that it no longer wished to oppose the petition to wind it up.

4. No other creditors have appeared to either oppose or to support the petition. The debt alleged by the Petitioner in the petition has not been rebutted. There is a presumption of insolvency and consequently I would make the usual winding up order.