CHOW HON LEUNG VINCENT v. BOKEN LTD. and Others

1997, CWU No. 212

IN THE SUPREME COURT OF HONG KONG

HIGH COURT

COMPANIES (WINDING-UP) NO. 212 OF 1997

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D E C I S I O N

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1. This is an unusual case. It is a petition for a winding-up under the just and equitable grounds with an alternative prayer for relief that the Respondents do buy the shares of the Petitioner.

2. The strange part of this case is that the Respondents appear today by counsel and are prepared to consent to the Petitioner's primary prayer for relief, namely the winding-up. In those circumstances, I am distinctly unhappy about the further conduct of these proceedings but I do not feel that the matter has been fully argued today and am not prepared to make a final order on this although I will give leave for the matter to be brought back to this Court for further directions and further application when the parties have had a chance to research the matter fully. After such research as I have been able to do this morning and having reminded myself of some of the authorities, it seems to me clear that the Petitioner may have an advantage in bringing proceedings under Section 168A rather than leaving it to the company to take proceedings against potential wrongdoers.

3. In those circumstances, I propose to give directions that the Respondents do file evidence. It will be evidence on the whole petition but it will be on the basis of having today conceded that they are prepared to allow a winding-up order to be made. If the Petitioner does not succeed in obtaining any more than a winding-up order on the hearing of the Petition, it is very likely that the Petitioner will have to bear all the costs of the petition from today onwards.

4. I will hear the parties as to what orders as to the filing of evidence they need, bearing in mind that they may also wish to have the matter restored for further directions and argument on the procedural point.