Re Wise Fare Investments Ltd.

HCCW 1122/2000

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING UP NO. 1122 OF 2000

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J U D G M E N T

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1. In this petition, the petition is based on a consent order dated 22 July 2000. The outstanding debt from the Company to the Petitioner is $6 million. That debt is not disputed.

2. Pursuant to that consent order, a statutory demand was made against the Company in September 2000. No payment was made, and in November 2000 the present petition was presented to the Court.

3. Before me today, there is an affirmation affirmed on behalf of the Company by Mr Lam Wai Sing, who has also appeared to ask for leave to represent the Company. Mr Lam says that the Company cannot afford to instruct legal advisors but he wishes for leave to represent the Company. He has deposed in his affirmation and in Court today that the Company would be able, he says, to repay part of the debt from a commission that an associated company called Moon Tung hopes to get from acting as agent in a sale and purchase.

4. According to the affirmation as elaborated upon by Mr Lam orally today, it appears that Moon Tung Property Investment Co. Ltd was the agent in relation to a sale and purchase agreement for certain property in the People's Republic of China, Inner Mongolia. A copy of the sale and purchase agreement has not been exhibited and indeed, Mr Lam has admitted that he has not even seen a copy of the sale and purchase agreement. However, he says that the vendor and purchaser have told him that a sale and purchase agreement has been signed and that completion would be two weeks after an indefinite date, that date being the date when all relevant documents are available. It is not known when these documents will be made available; that is not something apparently within the control of Moon Tung and/or the Company in this petition.

5. Therefore, in my view, the Company has failed to satisfy me that it has any viable hope of getting this $5 million to repay part of the indebtedness to the bank (Petitioner).

6. In any event, even if there may be payment of this $5 million, there would still be an amount of $1 million outstanding. There has been no agreement by the bank which is still existing today that it would be prepared to accept payment by instalments.

7. Accordingly, the deponent Mr Lam has not been able to satisfy me that there are any grounds on which the Court should exercise its discretion to let him represent the Company or to have the Company successfully resist the winding up or to obtain an adjournment. The fact that the Company is unable financially to instruct legal advisors today is itself telling.

8. Accordingly, I see no ground on which to exercise my discretion to adjourn the hearing of this petition as sought by the Company, and I would make the usual winding up order.