XCHRX Re Skychain Investment Ltd.

HCMP 6506/2000

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 6506 OF 2000

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D E C I S I O N

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1. This is an application to reinstate the registration of Skychain Investment Limited ("the Company") under S.291AB(2) of the Companies Ordinance, Cap. 32.

2. The evidence in support of this application comes from an affirmation of Mr Waung Shuai who claims to be the manager of the Company. Mr Waung deposed that the Company applied for deregistration on about 27 April 2000 and the Company was deregistered on 16 October 2000. Subsequently, it was discovered that there is still fund held respectively in a savings bank account, a current bank account and a fixed deposit account in the Company's name. This application was made to reinstate the Company for the purpose of enabling the said fund to be properly disposed of.

3. As stated earlier, this application is made under S.291AB(2), Cap. 32. This sub-section reads:-

"The court may order that the Registrar reinstate the registration of the company that was deregistered under Section 291AA if -

(a) an application for reinstatement is made to the court within 20 years of the deregistration by a person who feels aggrieved by the deregistration; and

(b) the court is satisfied that it is just that the registration of the company be reinstated."

4. The Company's annual return shows that its directors were:-

(a) Chow Shiu Yuen;

(b) EMTEX International Co. Ltd.;

(c) So Wong Siu Lan.

Its shareholders were:-

(1) the said Mr Chow;

(2) So Chung Kwong;

(3) EMTEX Industrial Co. Ltd.

5. In the absence of any good reason to the contrary, it is only proper that upon the deregistration of the Company, which results in its dissolution (see S.291AA(11), Cap. 32), its properties are to be returned to the shareholders. The applicant herein is said to be the Company and it is contended that the Company, alternatively, the deponent Mr Waung, are the persons who feel aggrieved by the deregistration. With respect, I do not see how that can be so said. Mr Waung only claims to be the Company's manager and, not prima facie entitled to the fund in the said account, has not established how he would be aggrieved by the deregistration. The same observation applies to the Company.

6. Further, I pause to note that:-

(1) although Mr Waung claims to have been duly authorized by the Company to make this application, I do not understand how this could be done by a company which has already been dissolved in October 2000;

(2) I do not understand how a Company which has already been dissolved can properly be the applicant of this application.

7. I therefore do not consider it appropriate to grant an order in terms of this application at this stage.

8. Mr Lam who appears today for the applicant asks for an adjournment to consider:-

(a) whether the title of the action needs to be amended;

(b) filing further evidence in support of this application.

9. By reason of the matters aforesaid this application is adjourned sine die with liberty to restore.