THE JOINT & SEVERAL LIQUIDATORS OF KONG WAH HOLDINGS LTD (In Liquidation) v. THE STOCK EXCHANGE OF HONG KONG LTD

HCCW 49/2000

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 49 OF 2000

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HCCW 50/2000

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 50 OF 2000

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BETWEEN

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(Heard together)

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D E C I S I O N

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1.  This is an application taken out under section 221 of the Companies Ordinance, Cap. 32 by the liquidators of Kong Wah Holdings Limited and Akai Holdings Limited (collectively “the Companies”) against The Stock Exchange of Hong Kong Limited (“HKSE”) in each of the proceedings, for HKSE to produce to the liquidators the following documents:

(a)	all announcements issued by each of the Companies;
(b)	all correspondence between each of the Companies and HKSE;
(c)	all correspondence between third parties and HKSE which relates to each of the Companies, their affairs, dealings or assets;
(d)	copies of all information, documentation, representations or submissions made or provided by or on behalf of each of the Companies to HKSE; and
(e)	copies of all information, documentation, representations or submissions made or provided by third parties on behalf of or in relation to each of the Companies to or for HKSE
for the period from 1 January 1995 to 23 August 2000, subject to the liquidators’ undertaking to the court that the documents so disclosed will be used by the liquidators solely for the purpose of the administration of each of the Companies unless otherwise permitted by leave of the court.

2.  I do not propose to go into the complex history of the Companies’ operations and dealings, which has been rehearsed on more than one occasion in similar applications made by the liquidators.  There are a number of transactions, all involving substantial assets, which require further investigation by the liquidators.  Such investigations have been substantially hampered by lack of available books and records, limited meaningful assistance from former directors and officers, and lack of financial resources to complete the investigations required.

3.  Both Companies were listed on HKSE.  Their compliance with the Listing Rules would have required the Companies to submit regular reports, information and submissions to HKSE, including documentation in support of requests for necessary approvals from HKSE and in response to queries or requisitions raised by HKSE.

4.  The liquidators wish to inspect such documents and other information that HKSE has in its possession, power and custody and believe that the information sought would help to advance these areas of investigation:

(1)	the information available to the Companies at various points in time in relation to the affairs of the Companies and the substantial transactions which the liquidators would need to investigate;
(2)	documentation and information supplied to HKSE in relation to the Companies’ financial statements and analysis of them;
(3)	the individuals representing the Companies or others involved in providing HKSE with documentation and information on behalf of and in relation to the Companies;
(4)	the legal and other advisers acting for or in relation to the Companies;
(5)	the roles of representatives of James Ting, the Grande Group, Toyo Holdings Limited in relation to the affairs of the Companies; and
(6)	details of the employees and directors of the Companies dealing with HKSE and their roles and responsibilities.

5.  The liquidators have ascertained from HKSE that they have no objection to the terms of the order sought in the summons.

6.  It would be appropriate to exercise my discretion to grant the relief sought.  I make an order in terms of the draft order submitted to me.