RE WILMORE MANUFACTURING LTD

HCCW 566/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 566 OF 2004

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J U D G M E N T

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1.  This is a petition presented by Wonderful Light Precision Manufacturer Limited against Wilmore Manufacturing Limited (“the Company”).  The debt in the petition is HK$1,288,709.36, being the price of goods sold and delivered by the petitioner to the Company.

2.  A demand for the debt was served on the Company on 15 March 2004.  In July 2004, the Company filed evidence seeking an adjournment of the petition to enable the Company to sell its property, which is under mortgage, so as to raise money to pay the petitioner.  When the petition came before me on 12 July 2004, I gave leave to the Company to amend its application to seek relief under section 182 of the Companies Ordinances, Cap. 32 to enable it to enter into the transaction to sell the property.

3.  I should mention that from the papers before the court, the Official Receiver has informed the Company that any application for a validation order should not be considered in the absence of evidence relating to the solvency or otherwise of the Company.  The Official Receiver further pointed out that there is no evidence that the transaction has been entered into at market value or at arm’s length.  Since then, no application for a validation order has been made by the Company.  On 2 September 2004, the Company’s solicitors obtained an order for leave to cease to act for the Company in these proceedings.

4.  At the hearing today, a director has attended but has not obtained leave to represent the Company in these proceedings.  There being no dispute of the petitioning debt, and the Company is apparently unable to pay its debts, I should make a winding-up order against the Company.  The petitioner’s costs are to be paid out of the Company’s assets.