RE DIPENDA LTD.

HCCW 558/2002

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 558 OF 2002

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J U D G M E N T

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1. This petition is presented by the Bank of China (Hong Kong) Limited as the successor corporation to the National Commercial Bank Limited, on the ground that the Company is unable to pay its debts. The debt in the petition is in the sum of HK$25,239,248.65, being the balance of the judgment debt due to the National Commercial Bank Limited in HCMP No. 2017 of 2000 obtained on 18 June 2001.

2. On 6 March 2002, a statutory demand was served by the petitioner for this amount by leaving the same at the registered office of the Company. The petition herein was filed on 24 May 2002. It would appear from the evidence filed by the petitioner that there had been negotiations with the Company with a view of debt restructuring. Messrs Moores Rowland was appointed to review the financial position of the Company and to prepare an independent report for the consideration of the petitioner. However, despite repeated requests from Messrs Moores Rowland, the Company has failed to provide necessary information to it for the report to be finalised. As a result, no settlement agreement was reached with the Company for a debt restructuring.

3. When the matter came before Deputy Judge Woolley on 19 August 2002, a one-week adjournment was granted by the Judge with a very clear indication that no further adjournment would be granted unless for a very good reason.

4. At the hearing today, Mr Maurellet who appeared for the Company was instructed to inform me that a relative of one of the two shareholders of the Company has expressed an interest over the weekend of injecting funds into the Company. There is no document confirming this expression of interest and I have no idea of the amount of funds this potential investor might inject. It does not appear to me that any viable proposition has been put forward by the Company.

5. In the circumstances, I think it is appropriate to make a winding-up order against the Company. I also order that the costs of the petition be paid out of the Company's assets.