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HCCW 1267/2004
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
COMPANIES (WINDING-UP) NO. 1267 OF 2004
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IN THE MATTER of WENG HENG INVESTMENT COMPANY LIMITED (永興投資有限公司) |
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and |
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IN THE MATTER of the Companies Ordinance (Cap. 32) |
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Before: Hon Kwan J in Court
Date of Hearing: 21 February 2005
Date of Judgment: 21 February 2005
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J U D G M E N T
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1. This is a petition presented against Weng Heng Investment Company Limited (“the Company”) by Umbrella Finance Company Limited. By a facility letter dated 23 March 2000, the Bank of China, Hong Kong branch, now the Bank of China (Hong Kong) Ltd (“the Bank”), granted a term loan to the Company to the extent of HK$60 million. Under Heads of Agreement dated 21 March 2002, the Company agreed to pay certain moneys to the Bank and executed documents in its favour. Two charges over securities were executed by the Company in favour of the Bank, in April 2000 and April 2002, by which the Company also agreed to pay on demand all sums of money due and owing to the Bank.
2. Under an assignment dated 26 June 2002, the Bank assigned to the Bank of China, Cayman Islands branch, all its legal and beneficial interest in the facility letter, the Heads of Agreement and the share charges.
3. Under an assignment dated 23 December 2003, the Bank and the Bank of China, Cayman Islands branch, assigned to the petitioner all legal and beneficial interest in a portfolio of loans, including the debt owed by the Company under the facility letter, the Heads of Agreement and the share charges.
4. The Company was notified of this assignment of debt by notice in writing delivered to it in January 2004.
5. According to the petition, the Company was indebted to the petitioner in the sum of HK$31,328,957.44 and US$6,425,812.72, calculated up to 30 November 2004, being the sums due under the facility letter, the Heads of Agreement and the share charges. A demand for this debt was served on the Company under section 178(1)(a) of the Companies Ordinance, Cap. 32 on 21 October 2004.
6. This petition was presented on 14 December 2004.
7. The Company has not appeared by counsel. It obtained leave from a Master on 16 February 2005 for a director to represent the Company as it has no means to engage legal advisers. Its director Mr Wong Man Shi appeared before me today and made submissions on the Company’s behalf. Mr Wong disputed the amount of the debt in the petition. But on his own admission, the Company is indebted to the petitioner in the sum of at least HK$40 million. Mr Wong informed the court that the Company is able to make payment, provided that the petitioner would give the Company time to repay over a period of two years. This proposal has been put forward to the petitioner and was rejected.
8. In these circumstances, as there is clearly a debt due to the petitioner and the Company is not able to pay, I see no reason not to wind up the Company.
9. I make a winding-up order against the Company.
10. The petitioner’s costs would be paid out of the Company’s assets.
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(S Kwan)
Judge of the Court of First Instance
High Court |
Mr Jose Antonio Maurellet, instructed by Clifford Chance, for the Petitioner
The Company, represented by its director Mr Wong Man Shi
Miss Vivian Yeung for the Official Receiver
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