RE MOULIN GLOBAL EYECARE HOLDINGS LTD

HCCW 470/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 470 OF 2005

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AND

HCCW 471/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 471 OF 2005

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AND

HCCW 472/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 472 OF 2005

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J U D G M E N T

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1.  I have before me petitions to wind up 3 companies - Moulin Global Eyecare Holdings Limited (“MGEH”), Moulin Global Eyecare Trading Limited (“MGET”) and Leadkeen Industrial Ltd (“Leadkeen”). The petitions were initially presented by HSBC on 21 June 2005.  I have today granted an application to substitute Standard Chartered Bank (HK) Ltd as petitioner in each of the petitions and for the petitions to be amended.  The reason for the substitution is because HSBC has on 24 March 2006 assigned all the debts owed to it by the 3 companies to Deutsche Bank AG, London.  The assignment took effect on 7 April 2006, as a result HSBC is no longer a creditor.  It is necessary for the Standard Chartered Bank to be substituted as petitioner to take over the winding-up proceedings.

2.  MGEH was incorporated in Bermuda and registered under Part XI of the Companies Ordinance, Cap. 32.  Its shares were listed on the Hong Kong Stock Exchange and trading has been suspended since April 2005.

3.  MGET and Leadkeen were operating subsidiaries of MGEH.  Their business is the manufacture, marketing and sale of optical products.

4.  By facility letters in 2002 and 2003, the petitioner granted combined facilities to MGET and Allied Industrial Ltd.  In consideration, MGEH entered into an unlimited corporate guarantee dated 2 June 2003 in favour of the petitioner covering the liabilities of MGET.

5.  By a facility agreement in November 2004, MGEH was granted a loan facility by a syndicate comprising the petitioner, HSBC and other banks.  The share of the petitioner in the syndicated loan is HK$200 million.  In consideration, MGET and Leadkeen provided guarantees to each of the parties in the syndicate regarding the liabilities of MGEH in the syndicated loan agreement.

6.  As at 23 June 2005, MGEH and MGET were indebted to the petitioner in the total sums of HK$247,999,332.75 and US$4,370,053.71, under the facilities, the guarantees and the syndicated loan.  Leadkeen was indebted to the petitioner in the sum of HK$200,929,987.08 under the guarantee in respect of the syndicated loan.

7.  Letters of demand were served by the petitioner on MGEH and MGET on 20 June 2005 to pay HK$47,069,345.67 and US$4,370,053.71 under the facility and the guarantee.  Further demands on MGEH, MGET and Leadkeen were served by the syndicate on 23 June 2005 to pay the syndicated loan.

8.  Provisional liquidators were appointed for the 3 companies on 23 June 2005.  None of the above debts demanded has been paid.  There has never been any dispute that these companies are insolvent.

9.  The petitions were adjourned twice since August 2005 to allow the provisional liquidators to sell the investment of MGEH in Eye Care Centres of America, Inc. (“ECCA”), the single largest remaining asset of the group.  The agreement for the sale of ECCA has almost been completed, and the Stock Exchange has released an announcement of the sale made by MGEH on 12 May 2006.

10.  The provisional liquidators are not aware of any matter which makes it desirable for the companies to remain in provisional liquidation.  The companies will have to be wound up for proofs of debt to be adjudicated and distributions made to unsecured creditors.

11.  I make a winding-up order against each of the companies.  The petitioner’s costs in each of the proceedings are to be paid out of the assets of the company concerned.