Preliminary
1.
Application of rules
(1)
Subject to the limitation hereinafter mentioned these rules shall apply to the
proceedings in every winding up under the Ordinance of a company, which shall
commence on and after the date on which these rules come into
operation†,
and they shall also, so far as practicable, and subject to any general or special
order of the court, apply to all proceedings which shall be taken or instituted
after the said date, in the winding up of a company which commenced on or after 1
July 1933. Rules which from their nature and subject matter are, or which by the
head lines above the group in which they are contained or by their terms are made
applicable only to the proceedings in a winding up by the court, or only to such
proceedings and proceedings in a creditors voluntary winding up shall not apply to
the proceedings in a voluntary winding up, or as the case may be in a members’
voluntary winding up.
(2)
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
| † | Commencement date: 1 January 1937. |
2.
Interpretation of terms
(1)
bailiff
(執達主任
) means the bailiff of the court and
includes an assistant bailiff;company
(公司
) means a company which is being wound up,
or against which proceedings to have it wound up have been commenced; court
(法院
、法庭
) means the Court of First Instance and
references in these rules, or in the forms in the Appendix, to the High Court of
Hong Kong shall be construed accordingly; creditor
(債權人
) includes a corporation, and a firm of
creditors in partnership;gazetted
(在憲報刊登
) means published in the Gazette;Official
Receiver
(破產管理署署長
) includes any officer appointed by
the Chief Executive to discharge the duties of Official Receiver under the Ordinance
and includes a deputy official receiver so appointed; proceedings
(法律程序
) means the proceedings in the winding
up of a company under the Ordinance; proof
(債權證明表
) means a document by which a creditor
seeks to establish his claim against a company; Registrar
(司法常務官
) means the Registrar of the High Court
and includes a senior deputy registrar, deputy registrar or assistant registrar of
the High Court; relevant provision
(有關條文
)
means a provision of—(a)
the Ordinance;
(b)
the pre-amended Ordinance having a continuing effect under
Schedule 11 to the Companies Ordinance (Cap. 622) or by virtue of section 23
of the Interpretation and General Clauses Ordinance (Cap. 1); or
(c)
rules
(規則
) means these rules, and includes the
prescribed forms;sealed
(蓋章
) means sealed with the seal of the
court;statement of affairs
(資產負債狀況說明書
)—(a)
means a statement as to the affairs of a company required to be made
under section 190(1) of the Ordinance; and
(b)
includes the affidavit verifying the statement as required by that
section;
supplementary affidavit
(補充誓章
) means a supplementary affidavit required to
be made under section 190(2A) of the Ordinance; taxing
officer
(訟費評定官
) means the officer of the court whose
duty it is to tax costs in the proceedings of the court under its ordinary
jurisdiction.(2)
In these rules, where there is a reference to a Form followed by a number or a
combination of a number and a letter, and not in conjunction with the title or short
title of any Ordinance, it is to be construed as the Form that is—
(a)
followed by that number or that combination of the number and letter;
and
(b)
in the Appendix.
3.
Use of forms in Appendix
(1)
Subject
to paragraph (2), the forms in the Appendix, where applicable, and
where they are not applicable forms of the like character, with such variations as
circumstances may require, shall be used. Where such forms are applicable any costs
occasioned by the use of any other or more prolix forms shall be borne by or
disallowed to the party using the same, unless the court shall otherwise direct.
(2)
If any notice, document or information referred to in rule 20A is
required to be given, sent or supplied in a form in the Appendix, the form may be
used with any necessary variations so that it complies with that rule.
Statutory
Demand
3A.
statutory demand
(法定要求償債書
) means the written demand referred to in section
178(1)(a) or 327(4)(a) of the Ordinance.3B.
Form and content of statutory demand
(1)
A statutory demand—
(a)
must be in Form 1A;
(b)
must state—
(i)
the amount of the debt; and
(ii)
the consideration for the debt, or if there is no such consideration, the way in which the debt arises;
(c)
must be dated; and
(d)
must be signed by—
(i)
the creditor; or
(ii)
a person authorized by the creditor.
(2)
If a statutory demand is signed by a person authorized by the creditor, the signature must be accompanied by a statement that the person is authorized to make the demand on the creditor’s behalf.
(3)
Subject to paragraph (4), if the amount of the debt claimed in a statutory demand includes—
(a)
any charge by way of interest not previously notified to the company as a liability of the company; or
(b)
any other charge accruing from time to time,
the charge (whether expressed in an amount or by reference to a rate) must be separately identified, and the grounds on which the charge is claimed must be stated, in the demand.
(4)
The amount of the debt claimed must be limited to that which has accrued due as at the date of the demand.
3C.
Information to be given in statutory demand
A statutory demand must include the following content—
(a)
the purpose of the demand;
(b)
the methods of compliance with the demand;
(c)
a statement to the effect that—
(i)
if the company does not comply with the demand within 3 weeks after the service of the demand on the company, a petition for the winding up of the company may be presented to the court; and
(ii)
if the company disputes the demand in whole or in part, it may institute any legal proceedings that it thinks fit to respond to the demand, including applying to the court for an injunction to restrain the creditor from presenting or advertising a petition for the winding up of the company;
(d)
the name of at least one individual whom the company may, if it wishes, contact with a view to securing or compounding for the debt to the satisfaction of the creditor; and
(e)
the address and telephone number (if any) of any such individual.
Court
and Chambers
4.
Office of Registrar in the court
(1)
All proceedings in the winding up of companies in the court shall be attached
to the Registrar, who shall, together with the necessary clerks and officers, and
subject to the Ordinance and rules, act under the general or special directions of a
judge.
(2)
(Repealed L.N. 372 of 1981)
5.
Matters in court to be heard in court and chambers
(1)
Except as provided in section
180A of
the Ordinance, the following matters and applications in the court
shall be heard before a judge in open
court—
(a)
petitions;
(b)
appeals to the court from the Official Receiver when acting as Official
Receiver and not as liquidator;
(c)
applications under section 290 of the Ordinance;
(d)
applications by the Official Receiver or liquidator under section
284(3) of the Ordinance, or an appeal thereunder;
(e)
applications for the committal of any person to prison for
contempt;
(f)
public examinations;
(g)
applications under section 277(1) of the Ordinance;
(h)
applications to rectify the Register;
(i)
such matters and applications as a judge may from time to time by any
general or special orders direct to be heard before him in open court.
(2)
Where a person is required under section 286B of the Ordinance to
attend before the court and be examined under section 286C of the
Ordinance, the examination is to be held in court or in chambers as the court
directs.
(3)
Every other matter or application in the court under a relevant provision to
which the rules apply may be heard and determined in chambers.
6.
Applications in chambers
Subject to the provisions of the Ordinance and rules—
(a)
the Registrar may under the general or special directions of a judge hear and determine any application or matter which under the Ordinance and rules may be heard and determined in chambers;
(b)
any matter or application before the Registrar may at any time be adjourned by him to be heard before a judge;
(c)
any matter or application may, at any time, if a judge thinks fit, be adjourned
from chambers to court or from court to chambers, and if all the contending parties
require any matter or application to be adjourned from chambers to court it shall be
so adjourned.
7.
Motions and summonses
(1)
Every application in court other than a petition, shall be made by motion,
notice of which shall be served on every person against whom an order is sought, not
less than 2 clear days before the day named in the notice for hearing the
motion. (See
Form 1)
(2)
Every application in chambers shall be made by summons, which, unless otherwise ordered, shall be served on every person against whom an order is sought, and shall require the person or persons to whom the summons is addressed to attend at the time and place named in the summons.
(3)
Every application by the liquidator to the court for directions in relation to
any particular matter arising under the winding up shall be made in
chambers.
8.
Times for holding court
Subject to the provisions of the Ordinance, the times of the sitting of the court
in matters relating to the winding up of companies shall be those which are appointed
for the transaction of the general business of the court, unless a judge shall otherwise
order.
Proceedings
9.
Title of proceedings
(1)
Every proceeding in a winding-up matter shall be dated, and shall, with any
necessary additions, be intituled as
follows—
In
the
High Court
of
Hong
Kong
| Companies (Winding-Up). | No. | of |
20 .
|
|
| In the Matter of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. | ||||
and in the matter of the company to which it relates. Numbers and dates may be
denoted by figures.
(2)
The first proceeding in every winding-up matter shall have a distinctive number
assigned to it in the office of the Registrar, and all proceedings in any matter
subsequent to the first proceeding shall bear the same number as the first
proceeding.
10.
Written or printed proceedings
All proceedings shall be written or printed, or partly written or
partly printed, on paper of the size 210
×
297 mm, or thereabouts, and must have a stitching margin; but no
objection shall be allowed to any proof or affidavit on account
only of its being written or printed on paper of other
size.
11.
Process to be sealed
All orders, summonses, petitions, warrants, process of any kind (including notices
when issued by the court) and office copies in any winding-up matter shall be
sealed.
12.
Issue of summonses
Every summons in a winding-up matter in the court shall be prepared by the
applicant or his solicitor, and issued from the office of the Registrar. A summons, when
sealed, shall be deemed to be issued.
13.
Orders
Every order, whether made in court or in
chambers,
in the winding up of a company shall be drawn up by the
applicant or his solicitor and signed by the Registrar, unless
in any proceeding, or classes of proceedings, the judge or
Registrar who makes the order shall direct that no order need be
drawn up. Where a direction is given that no order need be drawn
up, the note or memorandum of the order, signed or initialled by
the judge or the Registrar making the order, shall be sufficient
evidence of the order having been made.
14.
File of proceedings in office of Registrar
All petitions, affidavits, summonses, orders, proofs, notices, depositions, bills
of costs and other proceedings in the court in a winding-up matter shall be kept and
remain of record in the office of the Registrar and, subject to the directions of the
court, shall be placed in one continuous file.
15.
Office copies
All office copies of petitions, affidavits, depositions, papers and writings, or
any parts thereof, required by the Official Receiver or any liquidator, contributory,
creditor, officer of a company, or other person entitled thereto, shall be provided by
the Registrar, and shall, except as to figures, be fairly written out at length, and be
sealed and delivered out without any unnecessary delay, and in the order in which they
shall have been bespoken.
16.
Inspection of file
Every person who has been a director or officer of a company which is being wound
up, shall be entitled, free of charge, and every contributory and every creditor whose
claim or proof has been admitted shall be entitled on payment of a fee of $1 for each
inspection per diem, at all reasonable times, to inspect the file of proceedings and to
take copies or extracts from any document therein, or to be furnished with such copies
or extracts upon payment of 75 cents per folio of 72 words, each figure being counted as
a word.
17.
Use of file by Official Receiver
Where, in the exercise of his functions under the Ordinance or
rules, the Official Receiver
requires
to inspect or use the file of proceedings the Registrar shall
(unless the file is at the time required for use in court or by
him) on request, transmit the file of proceedings to the
Official Receiver, and the Registrar may, in his discretion,
permit the Official Receiver to retain in his custody for such
time as the Registrar may think fit any file or files of
proceedings.
18.
Defacement of stamps
Every officer of the court who shall receive any document to which an adhesive
stamp shall be affixed, shall immediately upon receipt of the document deface the stamp
thereon and no such document shall be filed or delivered until the stamp thereon shall
have been so defaced.
Service
and Execution of Process and Enforcement of Orders
19.
Duties of bailiff
(1)
It shall be the duty of the bailiff to serve such orders, summonses, petitions
and notices as the court may require him to serve; to execute warrants and other
process; to attend any sittings of the court if so required by the court (but not
sittings in chambers); and to do and perform all such things as may be required of
him by the court.
(2)
Nothing in this rule shall require any order, summons, petition, or notice to
be served by a bailiff or officer of the court which is not specially by the
Ordinance or rules required to be so served, unless the court in any particular
proceeding by order specially so directs.
20.
Service
(1)
All notices, summonses, and other documents other than those of which personal service is required, may be sent by prepaid post letter to the last known address of the person to be served therewith; and the notice, summons, or document shall be considered as served at the time that the same ought to be delivered in the due course of post by the post office, and notwithstanding the same may be returned by the post office.
(2)
No service shall be deemed invalid by reason that the name, or any of the names
other than the surname of the person to be served, has been omitted from the
document containing the person’s name, provided that the court is satisfied that in
other respects the service of the document has been sufficient.
20A.
Person giving notice, etc. to provide contact details
(1)
If a person gives a notice or sends a document in accordance with a provision of Part V or X of the Ordinance or of these rules, the notice or document must, as far as practicable—
(a)
clearly state the name and address of the person; or
(b)
if the person is represented by a solicitor or agent, clearly state the name of the person and the name and address of the solicitor or agent.
(2)
If a person supplies any information in accordance with a provision of Part V or X of the Ordinance or of these rules—
(a)
the name and address of the person must, as far as practicable, be provided together with the information; or
(b)
if the person is represented by a solicitor or agent, the name of the person and the name and address of the solicitor or agent must, as far as practicable, be provided together with the information.
(3)
The notice, document or information may, as far as practicable, contain—
(a)
other contact information relating to the person that the person considers appropriate; or
(b)
other contact information relating to the solicitor or agent that the solicitor or agent respectively considers appropriate.
(4)
Paragraphs (1), (2) and (3) do not apply if it is provided otherwise—
(a)
in any other provision of this Ordinance or a provision under any other Ordinance; or
(b)
in a form specified or prescribed under this Ordinance or any other Ordinance.
21.
Enforcement of orders
Every order of the court made in the exercise of the powers conferred by a relevant
provision or by the rules may be enforced by the court as if it was a judgment or order
of the court made in the exercise of its ordinary jurisdiction.
Petition
22.
Form of petition
Every petition shall be in the Form 2 or
3
with such variations as circumstances may require. (See Forms 2 & 3)
22A.
Deposit by petitioner
(1)
Before presenting a petition the petitioner shall deposit with the Official Receiver the sum of $11,250 for the purpose of covering the fees and expenses to be incurred by the Official Receiver; and no petition shall be received unless the receipt of the Official Receiver for the deposit is produced to the Registrar.
(2)
After presenting a petition the petitioner shall deposit with the Official Receiver, for the purpose set out in paragraph (1), such further sum as the court may, on the application of the Official Receiver, from time to time direct.
(3)
The Official Receiver shall account for the money so deposited to the petitioner, or, if the company itself is the petitioner, to the liquidator of the company, and any money so deposited by a petitioner other than the company shall, except and so far as such money may be required by reason of insufficiency of assets for the payment of the fees of and expenses incurred by the Official Receiver, be repaid to the petitioner out of the proceeds of the assets of the company in the order of priority set out in rule 179(1).
23.
Presentation of petition
A petition shall be presented at the office of the Registrar, who shall appoint the
time and place at which the petition is to be heard. Notice of the time and place
appointed for hearing the petition shall be written on the petition and sealed copies
thereof, and the Registrar may at any time before the petition has been advertised,
alter the time appointed, and fix another time.
23A.
Copies of documents filed in proceedings to be served on Official Receiver and Chief Bailiff
Where a petitioner presents or files at court any document in connexion with any proceedings, he or his solicitor shall, within 24 hours of such presentation or filing, serve a copy of the document presented or filed on the Official Receiver and the Chief Bailiff.
24.
Advertisement of petition
Every petition shall be advertised 7 clear days or such longer time
as the court may direct before the hearing, as follows—
(See
Form 4)
(a)
in the case of a company whose registered office or if
there shall be no such office, then whose principal
or last known principal place of business is or was
situate within Hong Kong once in the Gazette, and
once at least in 2 Hong Kong daily newspapers, or in
such other newspaper as the court directs;
(b)
in the case of any other company, once in the Gazette,
and twice at least in one local newspaper
circulating in the district where the local register
is kept, or the principal or last known principal
place of business, as the case may be, of such
company is or was situate, or in such other
newspaper as shall be directed by the
court;
(c)
the advertisement shall state the day on which the
petition was presented, and the name and address of
the petitioner, and of his solicitor and shall
contain a note at the foot thereof, stating that any
person who intends to appear on the hearing of the
petition, either to oppose or support, must send
notice of his intention to the petitioner, or to his
solicitor within the time and in the manner
prescribed by rule 30, and an
advertisement of a petition for the winding up of a
company by the court which does not contain such a
note shall be deemed irregular.
And if the petitioner or his solicitor does not within the time
hereby prescribed or within such extended time as the Registrar
may allow duly advertise the petition in the manner prescribed
by this rule the appointment of the time and place at which the
petition is to be heard shall be cancelled by the Registrar and
the petition shall be removed from the file unless a judge or
the Registrar shall otherwise direct.
25.
Service of petition
Every petition shall, unless presented by the company, be served upon the company
at the registered office, if any, of the company, and if there is no registered office,
then at the principal or last known principal place of business of the company, if any
such can be found, by leaving a copy with any member, officer, or servant of the company
there, or in case no such member, officer, or servant can be found there, then by
leaving a copy at such registered office or principal place of business, or by serving
it on such member, officer, or servant of the company as the court may direct; and where
the company is being wound up voluntarily, the petition shall also be served upon the
liquidator (if any), appointed for the purpose of winding up the affairs of the company.
(See
Forms 5 & 6)
26.
Verification of petition
Every petition for the winding up of a company by the court shall be verified by an
affidavit referring thereto. Such affidavit shall be made by the petitioner, or by one
of the petitioners, if more than one, or, in case the petition is presented by a
corporation, by some director, company secretary, or other principal officer thereof,
and shall be sworn after and filed within 4 days after the petition is presented, and
such affidavit shall be sufficient prima facie evidence of the statements in the
petition. (See Forms 7 & 8)
27.
Copy of petition to be furnished to creditor or contributory
Every contributory or creditor of the company shall be entitled to be furnished by
the solicitor of the petitioner with a copy of the petition, within 24 hours after
requiring same, upon payment of 75 cents per folio of 72 words for such copy, each
figure being counted as a word.
27A.
Administration of small liquidations
(1)
Where after the presentation of a petition the court orders that winding up of a company shall be by way of summary procedure under section 227F of the Ordinance, the provisions of the Ordinance and these rules shall, subject to any special direction of the court, be modified in accordance with paragraphs (2) to (5).
(2)
On the making of the order the liquidator shall forthwith cause notice thereof
to be
published
by the specified means, but there shall be no advertisement of any
subsequent proceedings unless the court otherwise directs.
(3)
The title of every document in the proceedings subsequent to the making of the order shall contain the words “Summary Case”.
(4)
(Repealed L.N. 139 of 1985)
(5)
Notices of meetings other than first meetings shall not be sent to creditors whose debts do not exceed $1,000, or to contributories.
(6)
(Repealed 46 of 2000 s. 40)
Provisional
Liquidator
28.
Appointment of provisional liquidator
(1)
After the presentation of a petition, upon the application of a creditor, or of
a contributory or of a petitioner, or of the company, and upon proof by affidavit of
sufficient grounds for the appointment of a provisional liquidator, the court, if it
thinks fit, and upon such terms as in the opinion of the court shall be just and
necessary, may make the appointment.
(1A)
Before an order appointing a provisional liquidator is made, the applicant for
the order shall deposit with the Official Receiver the sum of $3,500 towards the
fees and expenses of the Official Receiver in connection with such appointment.
(2)
The order appointing the provisional liquidator shall bear the number of the
petition, and shall state the nature and a short description of the property of
which the provisional liquidator is ordered to take possession, and the duties to be
performed by the provisional liquidator.
(See
Form 9)
(3)
Subject to any order of the court, if no order for the winding up of the
company is made upon the petition, or if an order for the winding up of the company
on the petition is rescinded, or if all proceedings on the petition are stayed the
provisional liquidator shall be entitled to be paid, out of the property of the
company, all the costs, charges, and expenses properly incurred by him as
provisional liquidator, including such sum as is or would be payable under the scale
of fees in force for the time being where the Official Receiver is appointed
provisional liquidator, and may retain out of such property the amounts of such
costs, charges, expenses, and fees.
(4)
Where any person other than the Official Receiver has been appointed
provisional liquidator and the Official Receiver has taken any steps for the purpose
of obtaining a statement of affairs
or
supplementary affidavit or has performed any other duty prescribed
by these rules the provisional liquidator shall pay the Official Receiver such sum,
if any, as the court directs.
Hearing
of Petitions and Orders Made thereon
29.
Attendance before hearing to show compliance with rules
After a petition has been presented, the petitioner or his solicitor, shall, on a
day to be appointed by the Registrar, attend before the Registrar and satisfy him that
the petition has been duly advertised, that the prescribed affidavit verifying the
statements therein and the affidavit of service (if any) have been duly filed, and that
the provisions of the rules as to petitions for winding-up companies have been duly
complied with by the petitioner. No order for the winding up of a company shall be made
on the petition of any petitioner who has not, prior to the hearing of the petition,
attended before the Registrar at the time appointed, and satisfied him in manner
required by this rule.
30.
Notice by persons who intend to appear
Every person who intends to appear on the hearing of a petition shall serve on, or
send by post to, the petitioner, or his solicitor, at the address stated in the
advertisement of the petition, notice of his intention. The notice shall contain the
address of such person, and shall be signed by him or his solicitor, and shall be
served, or if sent by post shall be posted in such time as in ordinary course of post to
reach the address not later than 6 o’clock in the afternoon of the day previous to the
day appointed for the hearing of the petition, or if such day be a Monday, not later
than one o’clock in the afternoon of the Saturday previous to such day. The notice shall
be in Form 10 with such variations as circumstances may require. A person who has failed
to comply with this rule shall not, without the special leave of the court, be allowed
to appear on the hearing of the petition.
(See
Form 10)
31.
List of names and addresses of persons who appear on the petition
The petitioner, or his solicitor, shall prepare a list of the names and addresses
of the persons who have given notice of their intention to appear on the hearing of the
petition, and of their respective solicitors, which shall be in Form 11. On the day
appointed for hearing the petition a fair copy of the list (or if no notice of intention
to appear has been given a statement in writing to that effect) shall be handed by the
petitioner, or his solicitor, to the court prior to the hearing of the petition.
(See
Form 11)
32.
Affidavits in opposition and reply
(1)
Affidavits in opposition to a petition that a company may be wound up by the court shall be filed within 7 days, or such longer time as the court may direct, of the date on which the affidavit verifying the petition is filed and notice of the filing of every affidavit in opposition to such a petition shall be given to the petitioner or his solicitor on the day on which the affidavit is filed.
(2)
An affidavit in reply to an affidavit filed in opposition to a petition shall
be filed within 3 days of the date on which notice of such affidavit is received by
the petitioner or his solicitor.
33.
Substitution of creditor or contributory for withdrawing petitioner
When a petitioner is not entitled to present a petition or whether so entitled or
not, where he (a) fails to advertise his petition within the time by these rules
prescribed or such extended time as the Registrar may allow or (b) consents to withdraw
his petition, or to allow it to be dismissed, or the hearing adjourned, or fails to
appear in support of his petition when it is called on in court on the day originally
fixed for the hearing thereof, or on any day to which the hearing has been adjourned, or
(c) if appearing, does not apply for an order in the terms of the prayer of his
petition, the court may, upon such terms as it may think just, substitute as petitioner
any creditor or contributory who in the opinion of the court would have a right to
present a petition, and who is desirous of prosecuting the petition. An order to
substitute a petitioner may, where a petitioner fails to advertise his petition within
the time prescribed by these rules or consents to withdraw his petition, be made in
chambers at any time.
Order
to Wind Up a Company
34.
Notice that winding-up order has been pronounced to be given to Official
Receiver
When an order for the winding up of a company, or for the appointment of a
provisional liquidator prior to the making of an order for the winding up of the
company, has been pronounced in court, the Registrar shall, on the same day, send to the
Official Receiver a notice informing him that the order has been
pronounced.
The notice may be in Forms 12 and 13 respectively, with such variations as
circumstances may require. (See Forms 12 & 13)
35.
Drawing up and contents of winding-up order
(1)
It shall be the duty of the petitioner, or his solicitor, and of all other
persons who have appeared on the hearing of the petition, at latest on the day
following the day on which an order for the winding up of a company is pronounced in
court, to leave with the Registrar a draft of the order and all other documents
required for the purpose of enabling the Registrar to complete the order forthwith.
It is not necessary for the Registrar to make an appointment to settle the order
unless in any particular case the special circumstances make an appointment necessary.
(See
Form 14)
(2)
An order to wind up a company, or for the appointment of a provisional
liquidator before the making of a winding-up order, must contain at its foot a
notice stating that, as the Official Receiver, provisional liquidator or liquidator
(
interviewer
) may require, it is the duty of a person who is or may
be liable to make the statement of affairs of the company, or a supplementary
affidavit in relation to that statement, to attend on the interviewer according to
the day, time and place the interviewer appoints and to give the interviewer all
information that the interviewer requires. 36.
Transmission and advertisement of winding-up order
(1)
When an order that a company be wound up, or for the appointment of a
provisional liquidator has been made—
(a)
3 copies of the order sealed with the seal of the court shall forthwith be
sent by the Registrar to the Official Receiver;
(b)
the Official Receiver shall cause a sealed copy of the order to be served
upon the company by prepaid letter addressed to it at the registered office of
the company (if any), or if there is no registered office at its principal or
last known principal place of business, or upon such other person or persons,
and in such other manner as the court may direct, and if the order is that the
company be wound up by the court, shall forward to the Registrar of Companies
the copy of the order which by section 185 of the Ordinance is
directed to be so forwarded by the company, or otherwise as may be
prescribed;
and
(c)
the Official Receiver shall forthwith cause notice of the order to be
published
by the specified means.
(See
Form
103(1))
(d)
(Repealed 22 of 2023 s. 69)
(2)
(Repealed L.N. 201 of 1984)
(3)
(Repealed 28 of 2012 ss. 912 & 920)
Special
Manager
37.
Appointment of special manager
An application by the Official Receiver for the appointment of a special manager
shall be supported by a report of the Official Receiver, which shall be placed on the
file of proceedings. No affidavit by the Official Receiver in support of the application
shall be required.
38.
Accounting by special manager
(1)
Every special manager shall lodge with the Official Receiver an account in relation to the total of his receipts and payments as special manager, and such account shall be certified to be correct by the special manager.
(2)
The Official Receiver may require any account referred to in paragraph (1) to be audited.
Statement
of Affairs and Supplementary Affidavit
39.
Preparation of statement of affairs and supplementary affidavit
(1)
A statement of affairs must be in Form 23.
(2)
A statement of affairs must be made and submitted in duplicate, one copy of
which must be verified by affidavit.
(3)
If the provisional liquidator or liquidator has, under section
190(2) of the Ordinance, required a person to make, submit and verify a
statement of affairs, the provisional liquidator or liquidator must furnish the
person with forms and instructions for the preparation of the statement.
(4)
A supplementary affidavit must be submitted together with a copy of that
affidavit.
(5)
The provisional liquidator or liquidator must cause to be filed with the
Registrar the following documents submitted to the provisional liquidator or
liquidator—
(a)
the verified copy of a statement of affairs; and
(b)
the original of a supplementary affidavit.
(6)
The Official Receiver, provisional liquidator or liquidator may, for the
purpose of investigating the company’s affairs, hold interviews from time to time
with a person who is or may be liable to make the statement of affairs of the
company or a supplementary affidavit in relation to that statement.
(7)
If a person is required by the Official Receiver, provisional liquidator or
liquidator (
interviewer
) to attend interviews under paragraph (6), the
person must attend on the interviewer according to the day, time and place the
interviewer appoints and give the interviewer all information that the interviewer
requires.40.
Extension of time for submitting statement of affairs or supplementary affidavit
If a person requires an extension of time for submitting a statement of affairs or supplementary affidavit, the person may apply to the provisional liquidator or liquidator, who may, if thought fit, extend the time by written notice.
41.
Information subsequent to statement of
affairs or
supplementary affidavit
After
a
statement of affairs or supplementary affidavit has been submitted to
the provisional liquidator or
liquidator,
it is the duty of each person who has made the statement or affidavit,
if and when required, to attend on the Official Receiver, provisional liquidator or
liquidator and answer
all questions put
to the person, and give all further information required of the person, by the Official
Receiver, provisional liquidator or liquidator in relation to the statement or
affidavit.
42.
Default
Any default in complying with the requirements of section 190 of the
Ordinance may
be reported by the provisional liquidator or liquidator to the court.
43.
(Repealed 14 of 2016 s. 133)
44.
Dispensing with statement of
affairs or
supplementary affidavit
(1)
Any application to dispense with the requirements of section 190 of
the Ordinance shall be supported by a report of the provisional liquidator or
liquidator showing the special circumstances which in his opinion render such a
course desirable.
(2)
When the court has made an order dispensing with the requirements of the said
section, it may give such consequential directions as it may see fit and in
particular it may give directions as to the sending of any notices which are by
these rules required to be sent to any person mentioned in the statement of
affairs or a
supplementary affidavit in relation to that statement.
Appointment
of Liquidator and Committee of Inspection in a Winding Up by the
Court
45.
Appointment of liquidator
and committee of
inspection on report of meetings of creditors and
contributories
(1)
As soon as possible after the first meetings of creditors and contributories
have been held the Official Receiver, or the chairman of the meeting, as the case
may be, shall report the result of each meeting to the court.
(See
Form 24)
(2)
Subject
to section 206 of the Ordinance, upon the result of the
meetings of creditors and contributories being reported to the court, the court may,
if the meeting of creditors and the meeting of contributories have each passed the
same resolutions, or if the resolutions passed at the 2 meetings are identical in
effect, upon the application of the provisional liquidator, forthwith make the
appointments necessary for giving effect to such resolutions. In any other case the
court shall, on the application of the provisional liquidator, fix a time and place
for considering the resolutions and determinations (if any) of the meetings,
deciding differences (if any), and making such order as shall be necessary.
(3)
When a time and place have been fixed for the consideration of the resolutions
and determinations of the meetings, such time and place shall be advertised by the
provisional liquidator in such manner as the court shall direct, but so that the
first or only advertisement shall be published not less than 7 days before the time
so fixed.
(4)
Upon the consideration of the resolutions and determinations of the meetings
the court shall hear the provisional liquidator and any creditor or contributory.
(4A)
For the purposes of appointing a person to be a liquidator, the Official
Receiver may, if he considers desirable, require an affidavit as to the fitness of
such person to be so appointed.
(5)
If a liquidator is appointed, a copy of the order appointing him shall be
transmitted by him to the Official Receiver and the Official Receiver shall, as soon
as the liquidator has given security, cause notice of the appointment to be
published
by the specified means. The expense of
publishing
the notice of the appointment shall be paid by the liquidator, but may be charged by
him on the assets of the company.
(See
Forms 25 & 103(7))
(6)
Every appointment of a liquidator or committee of inspection shall be
advertised by the liquidator, in such manner as the court directs, immediately after
the appointment has been made and the liquidator has given the required security.
(See
Form 27)
(7)
If a liquidator in a winding up by the court shall die, or resign, or be
removed, another liquidator may be appointed in his place in the same manner as in
the case of a first appointment, and the Official Receiver shall, on the request of
not less than one-tenth in value of the creditors or contributories summon meetings
for the purpose of determining whether or not the vacancy shall be filled; but none
of the provisions of this rule shall apply where the liquidator is released under
section 205 of the Ordinance in which case the Official Receiver
shall remain liquidator.
(See
Forms 103(8) & (9))
(8)
In paragraphs (4A), (5), (6) and (7)—
liquidator
(清盤人
)
does not include a provisional liquidator holding office by virtue of section
194(1)(a) or (aa) or (1A). (Cross-heading repealed 28 of 2003 s. 123)
46.
(Repealed 28 of 2003 s. 124)
Security
by Liquidator or Special Manager in a Winding Up by the
Court
47.
Security to satisfaction of Official Receiver
In the case of a special manager or a liquidator other than the Official Receiver,
the following provisions as to security shall have effect,
namely—
(See
Form 26)
(a)
the security shall be given to such officers or persons, and in such manner as
the Official Receiver may from time to time direct;
(b)
it shall not be necessary that security shall be given in each separate winding
up; but security may be given either specially in a particular winding up, or
generally, to be available for any winding up in which the person giving security
may be appointed, either as liquidator or special manager;
(c)
the Official Receiver shall fix the amount and nature of such security, and may
from time to time, as he thinks fit, either increase or diminish the amount of
special or general security which any person has given;
(d)
the certificate of the Official Receiver that a liquidator or special manager
has given security to his satisfaction shall be filed with the Registrar;
(See
Form 26)
(e)
the cost of furnishing the required security by a liquidator or special
manager, including any premiums which he may pay to a guarantee society, shall be
borne by him personally, and shall not be charged against the assets of the company
as an expense incurred in the winding up.
48.
Failure to give or keep up security
(1)
If a liquidator or special manager fails to give the required security within the time stated for that purpose in the order appointing him, or any extension thereof, the Official Receiver shall report such failure to the court, who may thereupon rescind the order appointing the liquidator or special manager.
(2)
If a liquidator or special manager fails to keep up his security, the Official Receiver shall report such failure to the court, who may thereupon remove the liquidator or special manager, and make such order as to costs as the court shall think fit.
(3)
Where an order is made under this rule rescinding an order for the appointment
of or removing a liquidator, the court may direct that another liquidator is to be
appointed and thereupon the same meetings shall be summoned and the same proceedings
may be taken as in the case of a first appointment of a liquidator.
Public
Examination
49.
Report of liquidator to be filed
A report made by the Official Receiver or liquidator pursuant to section
191(2) of the Ordinance shall state, in a narrative form, the facts and
matters which the Official Receiver or liquidator desires to bring to the notice of the
court, and his opinion as required by the said section.
50.
Appointment of time for consideration of report
The Official Receiver or liquidator may apply to the court to fix a day for the consideration of the report, and on such application the court shall appoint a day on which the report shall be considered.
51.
Consideration of report
The consideration of the report shall be before a judge personally in chambers, and
the party who made the further report shall, and the Official Receiver or the liquidator
when he is not the party who made the further report may, personally, or by counsel or
solicitor, attend the consideration of the report, and give the court any further
information or explanation with reference to the matter stated in the report which the
court may require.
51A.
Further report confidential if public examination ordered
(1)
If the court, after consideration of a further report made under section 191(2) of the Ordinance, makes an order under section 286A(1) of the Ordinance pursuant to paragraph (a) of that section, the further report is not open to inspection.
(2)
Despite paragraph (1)—
(a)
a person in respect of whom the order is made may apply to the court to see all or part of the further report; and
(b)
the court may allow the person, subject to any condition that it thinks fit, to see all or part of the further report if the person satisfies the court that it would be unfair to the person not to be allowed to see it.
51B.
Evidence in support of application for public examination
(1)
If an application for an order of the court under section 286A(1) of the Ordinance (
public examination order
) is made pursuant to paragraph (b) of that section—(a)
evidence in support of the application may be in the form of a report to the court setting out the reasons why a public examination order is needed; and
(b)
a report under subparagraph (a) is not open to inspection.
(2)
Despite paragraph (1)(b)—
(a)
a person in respect of whom the application is made may (whether or not the application has been disposed of) apply to the court to see all or part of the report; and
(b)
the court may allow the person, subject to any condition that it thinks fit, to see all or part of the report if the person satisfies the court that it would be unfair to the person not to be allowed to see it.
52.
Order for public examination
An order under section
286A(1)
of the Ordinance directing any person or persons to attend for public examination
must be in Form 29.
(See Form 29)
53.
Application for day for holding examination
Upon an order directing a person to attend for public examination being made, the
Official Receiver or liquidator, as the case may be, shall apply for the appointment of
a day on which the public examination is to be held.
54.
Appointment of
day,
time and place for public examination
A day,
time and place shall be appointed for holding the public examination,
and notice of the
day,
time and place so appointed shall be given by the Official Receiver or
liquidator, as the case may be, to the person who is to be examined by sending such
notice in a registered letter addressed to his usual or last known address.
(See
Forms 30 & 31)
55.
Notice of public examination to creditors and contributories
(1)
The Official Receiver or liquidator, as the case may be, shall give notice of
the day,
time and place appointed for holding a public examination to the
creditors and contributories
by
the specified means. (See Form 103(3))
(2)
(Repealed 22 of 2023 s. 71)
56.
Default in attending
(1)
If any person who has been directed by the court to attend for public
examination fails to attend at
the
day, time and place appointed for holding or proceeding with the
same, and no good cause is shown by him for such failure, or if before the day
appointed for the examination the Official Receiver or liquidator satisfies the
court that such person has absconded, or that there is reason for believing that he
is about to abscond with the view of avoiding examination, it shall be lawful for
the court, upon its being proved to the satisfaction of the court that notice of the
order and of
the
day, time and place appointed for attendance at the public
examination was duly served, without any further notice, to issue a warrant for the
arrest of the person required to attend, or to make such other order as the court
shall think just.
(See
Form 38)
(2)
A warrant of arrest issued by the court under this rule shall be issued in the
Registry of the High Court pursuant to an order of the court directing such issue.
(See
Form 38A)
57.
Notes of examination to be filed
The notes of every public examination shall, after being signed as required by
section
286A(9)
of the Ordinance, be filed with the Registrar.
(See
Forms 34 &
35)
57A.
Application of certain rules where report is made under section 168IA of Ordinance
Proceedings
by or against Directors, Promoters, and Officers
58.
Application by or against delinquent directors, officers and promoters
(1)
An application under any of the following provisions—
(a)
section 276 of the Ordinance;
(b)
section 275(1), (2) or (4) of the Ordinance;
(c)
section 168I of the Ordinance, where such application relates to
a company in course of being wound up by the court;
(d)
shall be made by a summons returnable in the first instance in chambers, in
which summons shall be stated the nature of the declaration or order for which
application is made, and the grounds of the application, and which summons, unless
otherwise ordered by the court, shall be served, in the manner in which an
originating summons is required by the Rules of the High Court (Cap. 4 sub. leg. A) to be served, on every person against
whom an order is sought, not less than 8 days before the day named in the summons
for hearing the application. Where the application is made by the Official Receiver
or liquidator he may make a report to the court stating any facts and information on
which he proceeds which are verified by affidavit, or derived from sworn evidence in
the proceedings. Where the application is made by any other person it shall be
supported by affidavit to be filed by him.
A copy of every report and affidavit intended to be used in support of the
summons shall be served on every person against whom an order is sought not less
than 4 days before the hearing of the summons.
(2)
On the return of the summons the court may give such directions as it shall
think fit as to the taking of evidence wholly or in part by affidavit or orally, and
the cross-examination either before a judge on the hearing in court or in chambers
of any deponents to affidavits in support of or in opposition to the application and
as to any report it may require the Official Receiver or liquidator to make and
generally as to the procedure on the summons and for the hearing thereof.
58A.
Application for order under section 286B of Ordinance
(1)
An application for an order of the court under section 286B of the Ordinance (
section 286B order
) in respect of a person must—(a)
be in writing;
(b)
sufficiently identify the person; and
(c)
state as the purpose of the application what the person is to be ordered to do.
(2)
For paragraph (1)(c), the purpose of the application must be stated as one or more of the following—
(a)
that the person is to attend before the court;
(b)
that the person is to be examined under section 286C of the Ordinance;
(c)
that the person is to submit an affidavit;
(d)
that the person is to produce books and papers.
(3)
If the purpose of the application includes a purpose specified in paragraph (2)(b), (c) or (d), the application must also specify—
(a)
for a purpose specified in paragraph (2)(b)—
(i)
the particulars of the matters in respect of which the person is required to be examined; and
(ii)
whether the person is to be examined by word of mouth or on written interrogatories;
(b)
for a purpose specified in paragraph (2)(c), the particulars of the matters to which the person is required to swear; and
(c)
for a purpose specified in paragraph (2)(d), the items of books and papers required to be produced.
(4)
If an application for a section 286B order is made—
(a)
evidence in support of the application may be in the form of a report to the court setting out the reasons why a section 286B order is needed; and
(b)
a report under subparagraph (a) is not open to inspection.
(5)
Despite paragraph (4)(b)—
(a)
a person in respect of whom the application is made may (whether or not the application has been disposed of) apply to the court to see all or part of the report; and
(b)
the court may allow the person, subject to any condition that it thinks fit, to see all or part of the report if the person satisfies the court that it would be unfair to the person not to be allowed to see it.
58B.
Order under section 286B of Ordinance and notice for attendance
(1)
An order made under section 286B(1) of the Ordinance must be in Form 38B.
(2)
If an order is made under section 286B(1) of the Ordinance to require a person to attend before the court and be examined under section 286C of the Ordinance, the Official Receiver, provisional liquidator or liquidator who applied for the order must give notice of the day, time and place appointed for the person to attend before the court.
(3)
A notice under paragraph (2) must be—
(a)
in Form 38C; and
(b)
sent in a registered letter addressed to the usual or last known address of the person.
59.
Use of depositions taken at public examinations
Where in the course of the proceedings in a winding up by the court an order has
been made for the public examination of persons named in the order pursuant to
section
286A
of the Ordinance, then in any proceedings subsequently instituted under any of the
provisions of the Ordinance or the Companies Ordinance (Cap.
622) mentioned in rule 58(1), the
signed
notes of the examination of each person who was examined under the order shall, subject
as hereinafter mentioned, and to any order or directions of the court as to the manner
and extent in and to which the notes shall be used, and subject to all just exceptions
to the admissibility in evidence against any particular person or persons of any of the
statements contained in the notes of the examinations, be admissible in evidence against
any of the persons against whom the application is made, who, under section
286A
of the Ordinance, and the order for the public examination, was or had the opportunity
of being present at and taking part in the examination:
Provided that before any such notes of a
public examination shall be used on any such application, the person intending to use
the same shall, not less than 15 days before the day appointed for hearing the
application, give notice of such intention to each person against whom it is intended to
use such notes, or any of them, specifying the notes or parts of the notes which it is
intended to read against him, and furnish him with copies of such notes, or parts of
notes (except notes of the person’s own depositions), and provided also that every
person against whom the application is made shall be at liberty to cross-examine or
re-examine (as the case may be) any person the notes of whose examination are read, in
all respects as if such person had made an affidavit on the application.
Witnesses
and Depositions
60.
Appointment and remuneration of shorthand writers
(1)
The court may at any time in any proceedings, if it considers that it would be
desirable so to do, appoint a person (in these rules called a
shorthand
writer)
to take down, in shorthand or otherwise, the evidence of any witness examined at any
public or private sitting, examination or meeting under the Ordinance.
(2)
A shorthand writer (if any) attached to the Official Receiver’s office shall be
deemed to be duly appointed under paragraph (1), and it shall not be necessary to
make any application to make such an appointment, and a general declaration by such
shorthand writer adapted from Form 33 shall be deemed to apply to all proceedings in
which notes are taken by him of any such evidence.
(See
Form 33)
(3)
Any document purporting—
(a)
to be a transcript of the notes taken by a shorthand writer appointed under
paragraph (1) or by a shorthand writer attached to the Official Receiver’s
office; and
(b)
to be signed by such shorthand writer,
shall until the contrary is proved be sufficient evidence that the questions
and answers therein set forth were so put and answered respectively.
(4)
Every person appointed to be a shorthand writer under this rule shall be paid a
sum not exceeding $150 or otherwise as the court directs for each hour or part
thereof during which he is engaged in such appointment or in the preparation of any
transcript of the evidence that may be required.
(5)
The fees of a shorthand writer shall be paid by the party at whose instance the
appointment was made, or out of the assets of the company, as may be directed by the
court.
(6)
If the person appointed to be the shorthand writer under this rule is a public
servant the fees payable under paragraph (4) shall be paid forthwith by the person
responsible for such fees to the Official Receiver for payment into the
Treasury.
61.
Committal of contumacious witness
(1)
If a person examined before a Registrar or other officer of the court who has
no power to commit for contempt of court, refuses to answer to the satisfaction of
the Registrar or officer any question which he may allow to be put, the Registrar or
officer shall report such refusal to a judge, and upon report being made the person
in default shall be in the same position, and be dealt with in the same manner as if
he had made default in answering before the judge.
(See
Form 36)
(2)
The report shall be in writing, but without affidavit and shall set forth the question put, and the answer (if any) given by the person examined.
(3)
The Registrar or other officer shall, before the conclusion of the examination
at which the default in answering is made, name the time when and the place where
the default will be reported to a judge, and upon receiving the report a judge may
take such action thereon as he shall think fit. If a judge is sitting at the time
when the default in answering is made, such default may be reported
immediately.
62.
Depositions at private examinations
(1)
The Official
Receiver,
provisional liquidator or liquidator may attend in person, or by
counsel or by solicitors employed for the purpose, any examination of a witness
under section
286C
of the Ordinance,
whether
or not the examination was ordered on the application of the Official Receiver,
provisional liquidator or liquidator, and may take notes of the
examination for his own use, and put such question to the persons examined as the
court may allow.
(2)
The notes of the depositions of a person examined under section
286C
of the Ordinance, or under any order of the court before the court, or before any
officer of the court, or person appointed to take such an examination (other than
the notes of the depositions of a person examined at a public examination under
section
286A
of the Ordinance) shall not be filed, or be open to the inspection of any creditor,
contributory, or other person, except the Official Receiver or liquidator, or any
provisional liquidator other than the Official Receiver, while he is acting as
provisional liquidator, unless and until the court shall so direct, and the court
may from time to time give such general or special directions as it shall think
expedient as to the custody and inspection of such notes and the furnishing of
copies of or extracts therefrom.
Disclaimer
63.
Disclaimer
(1)
Any application for leave to disclaim any part of the property of a company
pursuant to section 268(1) of the Ordinance shall be by ex parte summons.
Such summons shall be supported by an affidavit showing who are the parties
interested and what their interests are. On the hearing of the summons the court
shall give such directions as it sees fit and in particular directions as to the
notices to be given to the parties interested or any of them and the court may
adjourn the application to enable any such party to attend.
(See
Forms 39 & 40)
(2)
Where a liquidator disclaims a leasehold interest he shall forthwith file the
disclaimer at the office of the Registrar and, when the property is situate in Hong
Kong, register a notice thereof in the Land Registry. The disclaimer shall contain
particulars of the interest disclaimed and a statement of the persons to whom notice
of the disclaimer has been given. Until the disclaimer is filed by the liquidator
and, when the property is situate in Hong Kong, a notice thereof is registered in
the Land Registry the disclaimer shall be inoperative. A disclaimer shall be in the
Form 39 and a notice of disclaimer in the Form 40
with such variations as circumstances may require.
(3)
Where any person claims to be interested in any part of the property of a
company which the liquidator wishes to disclaim he shall at the request of the
liquidator furnish a statement of the interest so claimed by him.
Vesting
of Disclaimed Property
64.
Vesting of disclaimed property
(1)
Any application under subsection (6) of section 268 of the Ordinance
for an order for the vesting of any disclaimed property in or the delivery of any
such property to any persons shall be supported by the affidavit filed on the
application for leave to disclaim such property.
(2)
Where such an application as aforesaid relates to disclaimed property of a
leasehold nature and it appears that there is any under-lessee of such property or
person entitled to a mortgage or charge in respect thereof, the court may direct
that notice shall be given to such under-lessee or person so entitled that, if he
does not elect to accept and apply for such a vesting order as aforesaid upon the
terms required by the above-mentioned subsection and imposed by the court within a
time to be fixed by the court and stated in the notice, he will be excluded from all
interest in and security upon the property and the court may adjourn the application
for such notice to be given and for such under-lessee or person so entitled to be
added as a party to and served with the application and, if he sees fit, to make
such election and application as is mentioned in the notice. If at the expiration of
the time so fixed by the court such under-lessee or person so entitled fails to make
such election and application, the court may make an order vesting the property in
the applicant and excluding such under-lessee or person so entitled from all
interest in or security upon the property.
Arrangements
with Creditors and Contributories in a Winding Up by the
Court
65.
Report by Official Receiver on arrangements and compromises
In a winding up by the court, if application is made to the court to sanction any
compromises or arrangement, the court may, before giving its sanction thereto, hear a
report by the Official Receiver as to the terms of the scheme, and as to the conduct of
the directors and other officers of the company, and as to any other matters which, in
the opinion of the Official Receiver, ought to be brought to the attention of the court.
The report shall not be placed upon the file, unless and until the court shall direct it
to be filed.
Collection
and Distribution of Assets in a Winding Up by the Court
66.
Collection and distribution of company’s assets by liquidator
(1)
The duties imposed on the court by section 210(1) of the Ordinance,
in a winding up by the court with regard to the collection of the assets of the
company and the application of the assets in discharge of the company’s liabilities,
shall be discharged by the liquidator as an officer of the court subject to the
control of the court.
(2)
For the purpose of the discharge by the liquidator of the duties imposed by
section 210(1) of the Ordinance, and paragraph (1) of this rule, the
liquidator in a winding up by the court shall for the purpose of acquiring or
retaining possession of the property of the company, be in the same position as if
he were a receiver of the property appointed by the court, and the court may, on his
application, enforce such acquisition or retention accordingly.
67.
Power of liquidator to require delivery of property
The powers conferred on the court by section 211 of the Ordinance shall
be exercised by the liquidator. Any contributory for the time being on the list of
contributories, trustee, receiver, banker or agent or officer of a company which is
being wound up under order of the court shall, on notice from the liquidator and within
such time as he shall by notice in writing require, pay, deliver, convey, surrender or
transfer to or into the hands of the liquidator any sum of money or balance, books,
papers, estate or effects which happen to be in his hands for the time being and to
which the company is prima facie entitled.
(See
Form 41)
List of Contributories in a Winding Up by the Court
67A.
Interpretation
of rules 67A to 73
notice of provisional list of
contributories
(分擔人臨時列表通知
) means a notice
required by rule 69(1)(b) to be served on a person included in a provisional
list of contributories made under rule 69(1)(a);notice to contributory
(致分擔人通知
)
means a notice required by rule 71(1) to be served on a person included in a
list of contributories finally settled under rule 70;notice to objector
(致反對人通知
) means a notice of the liquidator’s determination of an objection as
required by rule 69(7)(b);objection
(反對
), in
relation to a notice of provisional list of contributories served on a person, means an
objection by the person under rule 69(6);objection period
(反對期
), in relation to a notice of provisional list of contributories served
on a person, means the period of 21 days from the date of service of the notice on the
person, as referred to in rule 69(6).68.
Liquidator to settle list of contributories
(1)
The duties imposed on the court by section 210(1) of the Ordinance
with regard to the settlement of the list of contributories of a company are to be
performed by the liquidator as an officer of the court subject to the control of the
court.
(2)
Unless the court dispenses with the settlement of a list of contributories, the
liquidator must, with all convenient speed after the liquidator’s appointment,
settle the list of contributories of the company.
(3)
The list of contributories must—
(a)
contain a statement of—
(i)
the address of each contributory;
(ii)
the number of shares, or extent of interest, to be attributed to each
contributory; and
(iii)
the amount called up, and the amount paid up, in respect of such shares
or interest; and
(b)
distinguish the different classes of contributories.
(4)
In the list of contributories, the liquidator must, as far as practicable,
distinguish between—
(a)
persons who are contributories in their own right; and
(b)
persons who are contributories as being representatives of, or liable for
the debts of, others.
69.
Provisional list of contributories and objection by person included in the list
(1)
For the purposes of settling the list of contributories of a company as required by rule 68, the liquidator must—
(a)
make a provisional list of contributories; and
(b)
as soon as reasonably practicable after making the provisional list, serve a notice on each person included in the provisional list.
(2)
The provisional list of contributories must be in Form 42.
(3)
A notice of provisional list of contributories must—
(a)
notify the person on whom the notice is served that the person is included in the provisional list of contributories of the company;
(b)
state—
(i)
in what character, and for what number of shares or extent of interest, the person is included in the provisional list; and
(ii)
what amount has been called up, and what amount has been paid up, in respect of such shares or interest;
(c)
inform the person that—
(i)
the liquidator will settle the list of contributories of the company based on the provisional list;
(ii)
the person will be included in the settled list unless, on considering an objection or otherwise, the liquidator decides to exclude the person from the list when settling it; and
(iii)
in relation to any shares or interest not fully paid up, the inclusion of the person in the settled list may result in the unpaid capital being called; and
(d)
inform the person of the effect of paragraph (6).
(4)
In addition, a notice of provisional list of contributories must be in Form 43.
(5)
An affidavit in Form 44 is, unless the contrary is proved, sufficient evidence that a notice of provisional list of contributories has been served on each of the persons included in the provisional list of contributories.
(6)
If a person on whom a notice of provisional list of contributories is served objects to the inclusion of the person in the settled list of contributories, the person may inform the liquidator of the objection in writing within 21 days from the date of service of the notice on the person.
(7)
On receiving an objection from a person, the liquidator must—
(a)
determine the objection; and
(b)
give notice of the determination to the person—
(i)
within 14 days from the date of receipt of the objection; or
(ii)
within any further period allowed by the court.
70.
Settlement of list of contributories
(1)
Subject to paragraph (2), after a provisional list of contributories of a company has been made under rule 69, the liquidator must finally settle the list of contributories of the company.
(2)
The liquidator may finally settle the list of contributories only if—
(a)
all notices of provisional list of contributories have been served; and
(b)
for each of the notices—
(i)
no objection to the notice has been received by the liquidator within the objection period; or
(ii)
if an objection to the notice has been received by the liquidator within the objection period—the liquidator has determined the objection and given the notice to objector.
(3)
The list of contributories must be finally settled by a certificate in Form 45, and the list, when so settled, is the list of contributories of the company.
71.
Notice to contributory
(1)
After the list of contributories of a company has been finally settled under rule 70, the liquidator must immediately serve a notice on each person included in the list.
(2)
A notice to contributory must—
(a)
notify the person on whom the notice is served that—
(i)
the liquidator has finally settled the list of contributories of the company; and
(ii)
the person is included in the list;
(b)
state—
(i)
in what character, and for what number of shares or extent of interest, the person is included in the list; and
(ii)
what amount has been called up, and what amount has been paid up, in respect of such shares or interest; and
(c)
inform the person that any application for excluding the person from the list, or for a variation of the list, must be made to the court by summons—
(i)
within 21 days from the date of service of the notice on the person; or
(ii)
within any further period as the court may extend or allow under rule 72(1).
(3)
In addition, a notice to contributory must be in Form 46.
(4)
An affidavit in Form 48 is, unless the contrary is proved, sufficient evidence that a notice to contributory has been served on each of the persons included in the list of contributories.
72.
Application to the court to vary the list
(1)
Subject to the power of the court to extend the time or to allow an application
to be made notwithstanding the expiration of the time limited for that purpose, no
application to the court by any person
included in the
list of contributories as finally settled by the liquidator for excluding the person
from the list, or for a variation of the list, is to be entertained after the expiry
of 21 days from the date of service of a notice to contributory on the person.
(See
Form 49)
(2)
The Official Receiver shall not in any case be personally liable to pay any
costs of or in relation to an application to set aside or vary his act or decision
settling the name of a person on the list of contributories of a company.
73.
Variation of or addition to list of contributories
The liquidator may from time to time vary or add to the list of contributories, but
any such variation or addition shall be made in the same manner in all respects as the
settlement of the original list.
(See
Form 47)
Calls
74.
Calls by liquidator
The powers and duties of the court in relation to making calls upon contributories
conferred by section
213
of the Ordinance, shall and may be exercised, in a winding up by the court, by the
liquidator as an officer of the court subject to the proviso to section 226
of the Ordinance, and to the following regulations—
(a)
where the liquidator desires to make any call on the contributories, or any of
them for any purpose authorized by the Ordinance, if there is a committee of
inspection he may summon a meeting of such committee for the purpose of obtaining
their sanction to the intended call;
(See
Form 50)
(b)
the notice of the meeting shall be sent to each member of the committee of
inspection in sufficient time to reach him not less than 7 days before the day
appointed for holding the meeting, or such longer time as the court may appoint, and
shall contain a statement of the proposed amount of the call, and the purpose for
which it is intended. Notice of the intended call and the intended meeting of the
committee of inspection shall also be
published
by the specified means. The notice shall state the time and place
of the intended meeting of the committee of inspection, and that each contributory
may either attend the said meeting and be heard, or make any communication in
writing to the liquidator or members of the committee of inspection to be laid
before the meeting, in reference to the said intended call;
(See
Form 51)
(c)
at the meeting of the committee of inspection any statements or representations
made either to the meeting personally or addressed in writing to the liquidator or
members of the committee by any contributory shall be considered before the intended
call is sanctioned;
(d)
the sanction of the committee shall be given by resolution, which shall be
passed by a majority of the members present;
(See
Form 52)
(e)
where there is no committee of inspection, the liquidator shall not make a call
without obtaining the leave of the court.
75.
Application to the court for leave to make a call
In a winding up by the court an application to the court for leave to make any call
on the contributories of a company, or any of them, for any purpose authorized by the
Ordinance, shall be made by summons stating the proposed amount of such call, which
summons shall be served 4 clear days at the least before the day appointed for making
the call on every contributory proposed to be included in such call or such longer time
as the court may appoint; or if the court so directs, notice of such intended call may
be given by advertisement, without a separate notice to each contributory.
(See
Forms 54 to 57)
76.
Document making the call
When the liquidator is authorized by resolution or order to make a call on the
contributories he shall file with the Registrar a document in the Form 58 with such
variations as circumstances may require making the call.
(See
Form 58)
77.
Service of notice of a call
When a call has been made by the liquidator in a winding up by the court, a copy of
the resolution of the committee of inspection or order of the court (if any), as the
case may be, shall forthwith after the call has been made be served upon each of the
contributories included in such call, together with a notice from the liquidator
specifying the amount or balance due from such contributory in respect of such call, but
such resolution or order need not be advertised unless for any special reason the court
so directs.
(See
Forms 52, 53, 57 & 59)
78.
Enforcement of call
The payment of the amount due from each contributory on a call may be enforced by
order of the court, to be made in chambers on summons by the liquidator.
(See
Forms 60, 61 & 62)
Proofs
79.
Proof of debt
In a winding up by the court every creditor shall prove his debt, unless a judge in
any particular winding up shall give directions that any creditors or class of creditors
shall be admitted without proof.
80.
Mode of proof
A debt may be proved in any winding up by delivering or
sending
a proof of debt in the prescribed form and accompanied by the prescribed fee as the case
may require—
(a)
in a winding up by the court, to the Official Receiver or, if a liquidator has been appointed, to the liquidator; or
(b)
in any other winding up, to the liquidator.
(See
Form 63A)
81.
Verification of proof
A proof of debt may be made by the creditor himself or by a person authorized by or on behalf of the creditor and having knowledge of the facts.
82.
Contents of proof
(1)
The creditor or the person authorized by or on behalf of the creditor shall declare in the proof of debt—
(a)
the creditor’s name and address;
(b)
the total amount of his claim as at the date of the winding up order;
(c)
whether or not that amount includes outstanding uncapitalised interest;
(d)
particulars of how and when the debt was incurred by the debtor;
(e)
particulars of any security held, the date when it was given and the value which the creditor puts upon it; and
(f)
the name and the authority of the person signing the proof (if other than the creditor himself) and means of knowledge of the facts.
(2)
There shall be specified in the proof any documents by reference to which the debt can be substantiated and such documents or a copy of such documents shall be submitted together with the proof.
(3)
The Official Receiver or the liquidator to whom the proof is sent may call for any document, which has not already been submitted, or other evidence to be produced to him, where he thinks it necessary for the purpose of substantiating the whole or any part of the claim made in the proof.
83.
Claim established by affidavit
(1)
The Official Receiver or the liquidator, as the case may be, may, if he thinks
it necessary, require a claim of debt to be verified by affidavit in the prescribed
form notwithstanding that a proof of debt has already been lodged.
(See
Form 63B)
(2)
The affidavit may, in a winding up by the court, be sworn before the Official Receiver, an assistant official receiver or any person authorized to administer oaths or take statutory declarations.
84.
Surrender of security
If it is found at any time that the proof made by or on behalf of a secured creditor has omitted to state that he is a secured creditor, the secured creditor shall surrender his security to the Official Receiver or, where a liquidator has been appointed, to the liquidator, for the general benefit of the creditors unless the court on application is satisfied that the omission has arisen from inadvertence in which case the court may allow the proof to be amended upon such terms as to the repayment of any dividends or otherwise as the court may consider just.
85.
Costs of proof
A creditor shall bear the cost of proving his debt unless the court otherwise
orders.
86.
Discount
A creditor proving his debt shall deduct therefrom (a) all trade discounts, and (b)
any discount, which he may have agreed to allow for payment in cash, in excess of 5 per
cent on the net amount of his claim.
87.
Periodical payments
When any rent or other payment falls due at stated periods, and the order or
resolution to wind
up
is made at any time other than one of those periods, the persons entitled to the rent or
payment may prove for a proportionate part thereof up to the date of the winding-up
order or resolution as if the rent or payment grew due from day to day:
Provided that where the liquidator remains
in occupation of premises demised to a company which is being wound up, nothing herein
contained shall prejudice or affect the right of the landlord of such premises to claim
payment by the company, or the liquidator, of rent during the period of the company’s or
the liquidator’s occupation.
88.
Interest
(1)
On any debt or sum certain, payable at a certain time or otherwise, whereon
interest is not reserved or agreed for, and which is overdue at the appropriate
date, the creditor may prove for interest at a rate not exceeding the rate specified
in section 49 of the High Court Ordinance (Cap.
4) to that date from the time when the debt or sum was payable, if the
debt or sum is payable by virtue of a written instrument at a certain time, and if
payable otherwise, then from the time when a demand in writing has been made, giving
notice that interest will be claimed from the date of the demand until the time of
payment.
(2)
The appropriate date referred to in paragraph (1) is—
(a)
in the case of a voluntary winding up, the date of the commencement of the
winding up;
(b)
in the case of a winding up by the court—
(i)
where the company has by special resolution resolved that the company
be wound up by the court, the date of the resolution; and
(ii)
in any other case, the date of the winding-up order.
89.
Proof for debt payable at a future time
A creditor may prove for a debt not payable at the date of the winding-up order or
resolution, as if it were payable presently, and may receive dividends equally with the
other creditors, deducting only thereout a rebate of interest at the rate of 8 per cent
per annum computed from the declaration of a dividend to the time when the debt would
have become payable according to the terms on which it was contracted.
90.
Workmen’s wages
In any case in which it appears that there are numerous claims for wages by workmen
and others employed by the company, it shall be sufficient if one proof for all such
claims is made either by a foreman or by some other person on behalf of all such
creditors. Such proof shall have annexed thereto as forming part thereof, a schedule
setting forth the names of the workmen and others, and the amounts severally due to
them. Any proof made in compliance with this rule shall have the same effect as if
separate proofs had been made by each of the said workmen and others.
(See
Form 64)
91.
Production of bills of exchange and promissory notes
Where a creditor seeks to prove in respect of a bill of exchange, promissory note,
or other negotiable instrument or security on which the company is liable, such bill of
exchange, note, instrument, or security must, subject to any special order of the court
made to the contrary, be produced to the Official Receiver, chairman of a meeting or
liquidator, as the case may be, and be marked by him before the proof can be admitted
either for voting or for any purpose.
92.
Transmission of proofs to liquidator
Where a liquidator is appointed in a winding up by the court, all proofs of debts
that have been received by the Official Receiver shall be handed over to the liquidator,
but the Official Receiver shall first make a list of such proofs, and take a receipt
thereon from the liquidator for such proofs.
Admission
and Rejection of Proofs and Preferential Claims, and Appeal to the
Court
93.
Notice to creditors to prove
(1)
Subject to the provisions of the Ordinance, and unless otherwise ordered by the
court, the liquidator in any winding up may from time to time fix a certain day,
which shall be not less than 14 days from the date of the notice, on or before which
the creditors of the company are to prove their debts or claims, and to establish
any title they may have to priority under section 265 of the Ordinance or
to be excluded from the benefit of the distribution made next after that date and
from the benefit of any previous distribution or as the case may be from objecting
to such distribution, and the liquidator shall give notice in writing of the day so
fixed by
the
specified means, and in a winding up by the court to every person
mentioned in the statement of
affairs or a
supplementary affidavit in relation to that statement as a
creditor, and who has not proved his debt, and to every person mentioned in the
statement of
affairs or a
supplementary affidavit in relation to that statement as a
preferential creditor whose claim to be a preferential creditor has not been
established and is not admitted, and in any other winding up to the last known
address or place of abode of each person who, to the knowledge of the liquidator,
claims to be a creditor or preferential creditor of the company and whose claim has
not been admitted.
(2)
All the rules hereinafter set out as to admission and rejection of proofs shall
apply with the necessary variation to any such claim to priority as
aforesaid.
94.
Examination of proof
The liquidator shall examine every proof of debt lodged with him, and the grounds
of the debt, and in writing admit or reject it, in whole or in part, or require further
evidence in support of it. If he rejects a proof he shall state in writing to the
creditor the grounds of the rejection.
(See
Form 65)
95.
Appeal by creditor
If a creditor or contributory is dissatisfied with the decision of the liquidator
in respect of a proof, the court may, on the application of the creditor or
contributory, reverse or vary the decision; but, subject to the power of the court to
extend the time, no application to reverse or vary the decision of the liquidator in a
winding up by the court rejecting a proof sent to him by a creditor, or person claiming
to be a creditor, shall be entertained, unless notice of the application is given before
the expiration of 21 days from the date of the service of the notice of
rejection.
96.
Expunging at instance of liquidator
If the liquidator thinks that a proof has been improperly admitted, the court may,
on the application of the liquidator, after notice to the creditor who made the proof,
expunge the proof or reduce its amount.
97.
Expunging at instance of creditor
The court may also expunge or reduce a proof upon the application of a creditor or
contributory if the liquidator declines to interfere in the matter.
98.
Oaths
For the purpose of any of his duties in relation to proofs, the liquidator, in a
winding up by the court, may administer oaths and take affidavits.
99.
Provisional liquidator’s powers
In a winding up by the court the provisional liquidator, before the appointment of
a liquidator, shall have all the powers of a liquidator with respect to the examination,
admission, and rejection of proofs, and any act or decision of his in relation thereto
shall be subject to the like appeal.
100.
Filing proofs by Official Receiver
In a winding up by the court the Official Receiver, where no other liquidator is
appointed, shall, before payment of a dividend, file all proofs tendered in the
winding-up, with a list thereof, distinguishing in such list the proofs which were
wholly or partly admitted, and the proofs which were wholly or partly
rejected.
101.
Proofs to be filed
Every liquidator in a winding up by the court other than the Official Receiver
shall on the first day of every month, forward to the Registrar for filing a certified
list of all proofs, if any, received by him during the month next preceding,
distinguishing in such lists the proofs admitted, those rejected, and such as stand over
for further consideration; and, in the case of proofs admitted or rejected, he shall
cause the proofs to be filed with the Registrar.
(See
Form 66)
102.
Procedure where creditor appeals
The liquidator in a winding up by the court, including the Official Receiver when
he is liquidator, shall, within 3 days after receiving notice from a creditor of his
intention to appeal against a decision rejecting a proof, file such proof with the
Registrar, with a memorandum thereon of his disallowance thereof.
103.
Time for dealing with proofs by Official Receiver
Subject to the power of the court to extend the time in a winding up by the court,
the Official Receiver as liquidator, not later than 14 days from the latest date
specified in the notice of his intention to declare a dividend as the time within which
such proofs must be lodged, shall in writing either admit or reject wholly, or in part,
every proof lodged with him, or require further evidence in support of it.
104.
Time for dealing with proofs by liquidator
Subject to the power of the court to extend the time, the liquidator in a winding up
by the court, other than the Official Receiver, within 28 days after receiving a proof,
which has not previously been dealt with, shall in writing either admit or reject it
wholly or in part, or require further evidence in support of it:
Provided that where the liquidator has
given notice of his intention to declare a dividend, he shall within 14 days after the
date mentioned in the notice as the latest date up to which proofs must be lodged,
examine, and in writing admit or reject, or require further evidence in support of,
every proof which has not been already dealt with, and shall give notice of his
decision, rejecting a proof wholly or in part, to the creditors affected thereby. Where
a creditor’s proof has been admitted the notice of dividend shall be a sufficient
notification of the admission.
105.
Cost of appeals from decisions as to proofs
The Official Receiver shall in no case be personally liable for costs in relation
to an appeal from his decision rejecting any proof wholly or in part.
General
Meetings of Creditors and Contributories in relation to a Winding Up by the
Court
106.
First meetings of creditors and contributories
Unless the court otherwise directs, the meetings of creditors and contributories
under section 194 of the Ordinance (hereinafter referred to as
the
first meetings of creditors and contributories) shall be held within 3
months after the date of the winding-up order. The dates of such meetings shall be fixed
and they shall be summoned by the provisional liquidator.
107.
Notice of first meetings
The provisional liquidator shall forthwith give notice of the dates fixed by him
for the first meetings of creditors and contributories by
the
specified means.
(See
Form 103(2))
108.
Summoning of first meetings
The first meetings of creditors and contributories shall be summoned as hereinafter
provided.
109.
Form of notices of first meetings
The notices of first meetings of creditors and contributories may be in Forms 18
and 19 appended hereto, and the notices to creditors shall state a time within which the
creditors must lodge their proofs in order to entitle them to vote at the first meeting.
(See
Forms 18 & 19)
110.
Notice of first meetings to officers of company
The provisional liquidator shall also give to each of the directors and other
officers of the company who in his opinion ought to attend the first meetings of
creditors and contributories 7 days’ notice of the time and place appointed for each
meeting. The notice may either be delivered personally or sent by prepaid post letter,
as may be convenient. It shall be the duty of every director or officer who receives
notice of such meeting to attend, if so required by the provisional liquidator, and if
any such director or officer fails to attend the provisional liquidator shall report
such failure to the court.
(See
Form 20)
111.
Summary of statement of
affairs,
etc.
(1)
The provisional liquidator or liquidator shall also, as soon as practicable,
send to each creditor mentioned in the company’s statement of
affairs or a
supplementary affidavit in relation to that statement, and to each
person appearing from the company’s books or otherwise to be a contributory of the
company a summary of the company’s statement of
affairs and any
supplementary affidavit in relation to that statement, including
the causes of its failure, and any observations thereon which the provisional
liquidator or liquidator may think fit to make. The proceedings at a meeting shall
not be invalidated by reason of any summary or notice required by these rules not
having been sent or received before the meeting.
(2)
Where prior to the winding-up order the company has commenced to be wound up
voluntarily the Official Receiver may, if in his absolute discretion he sees fit so
to do, send to the persons aforesaid or any of them an account of such voluntary
winding up showing how such winding up has been conducted and how the property of
the company has been disposed of and any observations which the Official Receiver
may think fit to make on such account or on the voluntary winding up.
General
Meetings of Creditors and Contributories in relation to a Winding Up by the Court and of
Creditors in relation to a Creditors Voluntary Winding Up, Including a Winding Up under
Section 228A
112.
Liquidator’s meetings of creditors and contributories
(1)
In addition to the first meetings of creditors and contributories and in
addition also to meetings of creditors and contributories directed to be held by the
court under section 287 of the Ordinance (hereinafter referred to as
court
meetings of creditors and contributories), the liquidator in any
winding up by the court may himself from time to time subject to the provisions of
the Ordinance and the control of the court summon, hold and conduct meetings of the
creditors or contributories (hereinafter referred to as
liquidator’s
meetings of creditors and contributories) for the purpose of
ascertaining their wishes in all matters relating to the winding up.
(2)
In any creditors voluntary winding up the liquidator may himself from time to
time summon, hold and conduct meetings of creditors for the purpose of ascertaining
their wishes in all matters relating to the winding up (such meetings and all
meetings of creditors which a liquidator or a company is by the Ordinance required
to convene in or immediately before such a voluntary winding up and all meetings
convened by a creditor in a voluntary winding up under these rules are hereinafter
called
voluntary
liquidation meetings).
113.
Application of rules as to meetings
Except where and so far as the nature of the subject-matter or the context may
otherwise require the rules as to meetings hereinafter set out shall apply to first
meetings, court meetings, liquidator’s meetings of creditors and contributories, and
voluntary liquidation meetings, but so nevertheless that the said rules shall take
effect as to first meetings subject and without prejudice to any express provisions of
the Ordinance and as to court meetings subject and without prejudice to any express
directions of the court.
114.
Summoning of meetings
(1)
The Official Receiver or liquidator shall summon all meetings of creditors and
contributories by giving not less than 7 days’ notice of the time and place thereof
by
the specified means; and shall not less than 7 days before the day
appointed for the meeting send by post to every person appearing by the company’s
books to be a creditor of the company notice of the meeting of creditors, and to
every person appearing by the company’s books or otherwise to be a contributory of
the company notice of the meeting of contributories.
(See
Form 75)
(2)
The notice to each creditor shall be sent to the address given in his proof, or
if he has not proved to the address given in the statement of affairs of the
company or a
supplementary affidavit in relation to that statement, if any, or
to such other address as may be known to the person summoning the meeting. The
notice to each contributory shall be sent to the address mentioned in the company’s
books as the address of such contributory, or to such other address as may be known
to the person summoning the meeting.
(3)
In the case of meetings
summoned
for the purposes of section 245(b) of the Ordinance the
continuing liquidator or if there is no continuing liquidator any creditor may
summon the meeting.
(4)
This rule shall not apply to meetings under section 241 or
248 of the Ordinance.
115.
Proof of notice
A certificate by the Official Receiver or other officer of the court, or by the
clerk of any such person, or an affidavit by the liquidator, or creditor, or his
solicitor, or the clerk of either of such persons, or as the case may be by some officer
of the company or its solicitor or the clerk of such company or solicitor that the
notice of any meeting has been duly posted, shall be sufficient evidence of such notice
having been duly sent to the person to whom the same was addressed.
(See
Forms 76 & 77)
116.
Place of meetings
Every meeting shall be held at such place as is in the opinion of the person
convening the same most convenient for the majority of the creditors or contributories,
or both. Different times or places or both may if thought expedient be named for the
meetings of creditors and for the meetings of contributories.
117.
Costs of calling meeting
The costs of summoning a meeting of creditors or contributories at the instance of any
person other than the Official Receiver or liquidator shall be paid by the person at whose
instance it is summoned who shall before the meeting is summoned deposit with the Official
Receiver or liquidator (as the case may be) such sum as may be required by the Official
Receiver or liquidator as security for the payment of such costs. The costs of summoning
such meeting of creditors or contributories, which shall be deemed to include all
disbursements for stationery, printing and postage within Hong Kong shall be $1,440. Any
charge for hiring a room outside the Official Receiver’s Office by reason of the large
number of creditors or contributories shall be additional to the said sum.
The said costs, including the costs of summoning a meeting under section
670 of the Companies Ordinance (Cap. 622) and of
complying with the requirements of section 671 of the Companies Ordinance (Cap. 622) in respect of such meeting, shall be repaid out of the
assets of the company if the court shall by order or if the creditors or contributories (as
the case may be) shall by resolution so direct. This rule shall not apply to meetings
summoned under section 241 or summoned for the purposes of section
245(b) of the Ordinance.
118.
Chairman of meeting
Where a meeting is summoned by the Official Receiver or the liquidator, he or
someone nominated by him shall be chairman of the meeting. At every other meeting of
creditors or contributories the chairman shall be such person as the meeting by
resolution shall appoint. This rule shall not apply to meetings under section
241 of the Ordinance.
(See
Form 79)
119.
Resolution
of creditors and contributories
At a meeting of creditors a resolution shall be deemed to be passed when a majority
in value of the creditors present personally or by proxy and voting on the resolution
have voted in favour of the resolution, and at a meeting of the contributories a
resolution shall be deemed to be passed when a majority in value of the contributories
present personally or by proxy, and voting on the resolution, have voted in favour of
the resolution, the value of the contributories being determined according to the number
of votes conferred on each contributory by the regulations of the company.
120.
Copy of resolution to be filed
The Official Receiver or as the case may be the liquidator shall file with the
Registrar a copy certified by him of every resolution of a meeting of creditors or
contributories in a winding up by the court.
121.
Non-reception of notice by a creditor
Where a meeting of creditors or contributories is summoned by notice the
proceedings and resolutions at the meeting shall unless the court otherwise orders be
valid notwithstanding that some creditors or contributories may not have received the
notice sent to them.
122.
Adjournment
The chairman may with the consent of the meeting adjourn it from time to time and
from place to place, but the adjourned meeting shall be held at the same place as the
original place of meeting unless in the resolution for adjournment another place is
specified or unless the court otherwise orders.
(See
Form 78)
123.
Quorum
(1)
A meeting may not act for any purpose except the election of a chairman, the
proving of debts and the adjournment of the meeting unless there are present or
represented thereat at least 3 creditors entitled to vote or
3
contributories or all the creditors entitled to vote or all the contributories, if
the number of the creditors entitled to vote or the contributories as the case may
be shall not exceed 3.
(2)
If within half an hour from the time appointed for the meeting a quorum of
creditors or contributories is not present or represented the meeting shall be
adjourned to the same day in the following week at the same time and place or to
such other day as the chairman may appoint not being less than 7 or more than 21
days, from the day from which the meeting was adjourned.
(See
Form 21)
124.
Creditors entitled to vote
(1)
In the case of a first meeting of creditors or of an adjournment thereof a person shall not be entitled to vote as a creditor unless he has duly lodged with the liquidator not later than the time mentioned for that purpose in the notice convening the meeting or adjourned meeting a proof of the debt which he claims to be due to him from the company. In the case of a court meeting or liquidator’s meeting of creditors a person shall not be entitled to vote as a creditor unless he has lodged with the liquidator a proof of the debt which he claims to be due to him from the company and such proof has been admitted wholly or in part before the date on which the meeting is held:
Provided that this and rules 125 to 128 shall not apply to a court meeting of creditors held prior to the first meeting of creditors.
(2)
This rule shall not apply to any creditors or class of creditors who by virtue
of any direction given under these rules are not required to prove their debts or to
any voluntary liquidation meeting.
125.
Cases in which creditors may not vote
A creditor shall not vote in respect of any unliquidated or contingent debt, or any
debt the value of which is not ascertained, nor shall a creditor vote in respect of any
debt on or secured by a current bill of exchange or promissory note held by him unless
he is willing to treat the liability to him thereon of every person who is liable
thereon antecedently to the company, and against whom a bankruptcy order has not been
made, as a security in his hands, and to estimate the value thereof, and for the
purposes of voting, but not for the purposes of dividend, to deduct it from his
proof.
126.
Votes of secured creditors
For the purpose of voting, a secured creditor shall, unless he surrenders his
security, state in his proof or in a voluntary liquidation in such a statement as is
hereinafter mentioned the particulars of his security, the date when it was given, and
the value at which he assesses it, and shall be entitled to vote only in respect of the
balance (if any) due to him after deducting the value of his security. If he votes in
respect of his whole debt he shall be deemed to have surrendered his security, unless
the court on application is satisfied that the omission to value the security has arisen
from inadvertence.
127.
Creditor required to give up security
The Official Receiver or liquidator may within 28 days after a proof or in a
voluntary liquidation a statement estimating the value of a security as aforesaid has
been used in voting at a meeting require the creditor to give up the security for the
benefit of the creditors generally on payment of the value so estimated with an addition
thereto of 20 per cent:
Provided that where a creditor has valued
his security he may at any time before being required to give it up correct the
valuation by a new proof and deduct the new value from his debt, but in that case the
said addition of 20 per cent shall not be made if the security is required to be given
up.
128.
Admission and rejection of proofs for purpose of voting
The chairman shall have power to admit or reject a proof for the purpose of voting,
but his decision shall be subject to appeal to the court. If he is in doubt whether a
proof should be admitted or rejected he shall mark it as objected to and allow the
creditor to vote subject to the vote being declared invalid in the event of the
objection being sustained.
129.
Statement of security
For the purpose of voting at any voluntary liquidation meetings a secured creditor
shall unless he
surrenders
his security lodge with the liquidator or where there is no liquidator at the registered
office of the company before the meeting a statement giving the particulars of his
security, the date when it was given and the value at which he assesses it.
130.
Minutes of meeting
(1)
The chairman shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in a book kept for that purpose or in the file of proceedings and the minutes shall be signed by him or by the chairman of the next ensuing meeting.
(2)
A list of creditors and contributories present at every meeting shall be made
and kept as in Form 22.
(See
Form 22)
Proxies
in relation to a Winding Up by the Court, and to Meetings of Creditors in a Creditors
Voluntary Winding Up, Including a Winding Up under Section
228A
131.
Proxies
A creditor or a contributory may vote either in person or by proxy. Where a person
is authorized in manner provided by section
285A
of the Ordinance, or section 606 or 607 of the Companies Ordinance
(Cap. 622), to represent a corporation at any meeting
of creditors or contributories such person shall produce to the Official Receiver or
liquidator or other the chairman of the meeting a copy of the resolution so authorizing
him. Such copy must either be under the seal of the corporation or must be certified to
be a true copy by the company secretary or a director of the corporation. The succeeding
rules as to proxies shall not (unless otherwise directed by the court) apply to a court
meeting of creditors or contributories prior to the first meeting.
132.
Form of proxies
Every instrument of proxy shall be in accordance with the form in the Appendix and
shall be signed by—
(a)
the person giving the proxy;
(b)
any manager or clerk or any other person in the regular employment of the
person referred to in
subparagraph
(a); or
(c)
a solicitor employed by the person referred to in
subparagraph
(a) in connection with the matter.
133.
Forms of proxy to be sent with notices
General and special forms of proxy shall be sent to the creditors and
contributories with the notice summoning the meeting, and neither the name nor
description of the Official Receiver or liquidator or any other person shall be printed
or inserted in the body of any instrument of proxy before it is so sent.
134.
General proxies
A creditor or a contributory may give a general proxy to any person.
135.
Special proxies
A creditor or a contributory may give a special proxy to any person to vote at any specified meeting or adjournment thereof—
(a)
for or against the appointment or continuance in office of any specified person as liquidator or member of the committee of inspection; and
(b)
on all questions relating to any matter other than those above referred to and
arising at the meeting or an adjournment thereof.
136.
Solicitation by liquidator to obtain proxies
Where it appears to the satisfaction of the court that any solicitation has been
used by or on behalf of a liquidator in obtaining proxies or in procuring his
appointment as liquidator except by the direction of a meeting of creditors or
contributories, the court if it thinks fit may order that no remuneration be allowed to
the person by whom or on whose behalf the solicitation was exercised notwithstanding any
resolution of the committee of inspection or of the creditors or contributories to the
contrary.
137.
Proxies to Official Receiver or liquidator
A creditor or a contributory in a winding up by the court may appoint the Official
Receiver or liquidator and in a voluntary winding up the liquidator or if there be no
liquidator the chairman of a meeting to act as his general or special proxy.
138.
Holder of proxy not to vote on matter in which he is financially
interested
No person acting either under a general or a special proxy shall vote in favour of
any resolution which would directly or indirectly place himself, his partner or employer
in a position to receive any remuneration out of the assets of the company otherwise
than as creditor rateably with the other creditors of the company:
Provided that where any person holds
special proxies to vote for an application to the court in favour of the appointment of
himself as liquidator he may use the said proxies and vote accordingly.
139.
Lodgment of proxies
(1)
A proxy intended to be used at the first meeting of creditors or
contributories, or an adjournment thereof, shall be lodged with the liquidator not
later than the time mentioned for that purpose in the notice convening the meeting
or the adjourned meeting, which time shall be not earlier than 12 o’clock at noon of
the day but one before, nor later than 12 o’clock at noon of the day before the day
appointed for such meeting, unless the court otherwise directs.
(2)
In every other case a proxy shall be lodged with the liquidator in a winding up
by the court, with the company at its registered office for a meeting under
section 241 of the Ordinance and with the liquidator or if there is
no liquidator with the person named in the notice convening the meeting to receive
the same in a voluntary winding up not later than 4 o’clock in the afternoon of the
day before the meeting or adjourned meeting at which it is to be used.
(2A)
A proxy required to be lodged in accordance with paragraph (1) or (2) shall be
deemed to have been so lodged if such proxy is sent by facsimile transmission
or
electronic means to, and received by, the person specified in
paragraph (1) or (2), as the case may be, within the time provided.
(3)
No person shall be appointed a general or special proxy who is a
minor.
(4)
For the purposes of
paragraph
(2A), a proxy is sent by electronic means if it is sent in the form of an electronic
record to an information system.
(5)
In this rule—
electronic record
(電子記錄
) means a record generated in digital form by an information system,
which can be—(a)
transmitted within an information system or from one information system
to another; and
(b)
stored in an information system or other medium;
information
(資訊、資料
) includes data, text, images, sound codes, computer programmes,
software and databases, and any combination of them;information system
(資訊系統
) means a system that—(a)
processes information;
(b)
records information;
(c)
can be used to cause information to be recorded, stored or otherwise
processed in other information systems (wherever situated); and
(d)
can be used to retrieve information, whether the information is
recorded or stored in the system itself or in other information systems
(wherever situated).
140.
Use of proxies by deputy
Where the Official Receiver holds any proxies and cannot attend the meeting for
which they are given, he may, in writing, depute some person under his official control
to use the proxies on his behalf, and in such manner as he may direct.
141.
Filling in where creditor blind or incapable
The proxy of a creditor blind or incapable of writing may be accepted, if such
creditor has attached his signature or mark thereto in the presence of a witness, who
shall add to his signature his description and residence:
Provided that all insertions in the proxy
are in the handwriting of the witness and such witness shall have certified at the foot
of the proxy that all such insertions have been made by him at the request of the
creditor and in his presence before he attached his signature or mark.
Dividends
in a Winding Up by the Court
142.
Dividends to creditors
(1)
Not more than 4 months before declaring a dividend the liquidator in a winding
up by the court shall, by
the
specified means, give notice of his intention to do so, and shall
at the same time give notice to such of the creditors mentioned in the statement of
affairs or a
supplementary affidavit in relation to that statement as have not
proved their debts. Such notice shall specify the latest date up to which proofs
must be lodged, which shall not be less than 14 days from the date of such notice.
(See
Forms 67, 70 & 103(4))
(2)
Where any creditor, after the date mentioned in the notice of intention to
declare a dividend as the latest date up to which proofs may be lodged, appeals
against the decision of the liquidator rejecting a proof, notice of appeal shall,
subject to the power of the court to extend the time in special cases, be given
within 7 days from the date of the notice of the decision against which the appeal
is made, and the liquidator may in such case make provision for the dividend upon
such proof, and the probable costs of such appeal in the event of the proof being
admitted. Where no notice of appeal has been given within the time specified in this
rule, the liquidator shall exclude all proofs which have been rejected from
participation in the dividend.
(3)
Immediately after the expiration of the time fixed by this rule for appealing
against the decision of the liquidator he shall proceed to declare a dividend, and
shall, by
the
specified means, give notice of such dividend, and shall also send
a notice of dividend to each creditor whose proof has been admitted.
(See
Forms 71 & 103(5))
(4)
If it becomes necessary, in the opinion of the liquidator and the committee of
inspection, to postpone the declaration of the dividend beyond the limit of 4
months, the liquidator shall, by
the
specified means, give a fresh notice of his intention to declare a
dividend; but it shall not be necessary for the liquidator to give a fresh notice to
such of the creditors mentioned in the statement of affairs
or a
supplementary affidavit in relation to that statement as have not
proved their debts. In all other respects the same procedure shall follow the fresh
notice as would have followed the original notice.
(5)
Upon the declaration of a dividend the liquidator shall forthwith transmit to
the Official Receiver a list of the proofs filed with the Registrar under rule
101, which list shall be in the Form 68 or 69, as the case may be, and the
liquidator shall, if so required by the Official Receiver, transmit to him, office
copies of all lists of proofs filed by him up to the date of the declaration of the dividend.
(See
Forms 68 & 69)
(6)
Dividends may at the request and risk of the person to whom they are payable be
transmitted to him by post.
(7)
If a person to whom dividends are payable desires that they shall be paid to
some other person he may lodge with the liquidator a document in the Form 72 which
shall be a sufficient authority for payment of the dividend to the person therein named.
(See
Form 72)
(8)
The Official Receiver when he is liquidator shall cause to be
published
by the specified means notice of his intention to declare a
dividend and notice of his declaration thereof, and shall also at the same time give
to creditors notice of such intention or of such declaration in like manner as
notice thereof is required to be given by a liquidator other than the Official Receiver.
143.
Return of capital to contributories
Every order by which the liquidator in a winding up by the court is authorized to
make a return to contributories of the company shall, unless the court shall otherwise
direct, contain or have appended thereto a schedule or list (which the liquidator shall
prepare) setting out in a tabular form the full names and addresses of the persons to
whom the return is to be paid, and the amount of money payable to each person, and
particulars of the transfers of shares (if any) which have been made or the variations
in the list of contributories which have arisen since the date of the settlement of the
list of contributories and such other information as may be requisite to enable the
return to be made. The schedule or list shall be in the Form 74 with such variations as
circumstances shall require, and the liquidator shall send a notice of return to each
contributory and
publish the notice by the specified means.
(See
Forms 73, 74 & 103(6))
Attendance
and Appearance of Parties
144.
Attendance at proceedings
(1)
Every person for the time being on the list of contributories of the
company, and every person whose proof has been admitted shall be at liberty, at
his own expense, to attend proceedings, and shall be entitled, upon payment of
the costs occasioned thereby, to have notice of all such proceedings as he shall
by written request desire to have notice of:
Provided that if the court shall
be of opinion that the attendance of any such person upon any proceedings has
occasioned any additional costs which ought not to be borne by the funds of the
company, it may direct such costs, or a gross sum in lieu thereof, to be paid by
such person; and such person shall not be entitled to attend any further
proceedings until he has paid the same.
(2)
The court may from time to time appoint any one or more of the creditors or
contributories to represent before the court, at the expense of the company, all or
any class of the creditors or contributories, upon any question or in relation to
any proceedings before the court, and may remove the person so appointed. If more
than one person is appointed under this rule to represent one class, the persons
appointed shall employ the same solicitor to represent them.
(3)
No creditor or contributory shall be entitled to attend any proceedings in
chambers unless and until he has entered in a book, to be kept by the Registrar for
that purpose, his name and address, and the name and address of his solicitor (if
any) and upon any change of his address or of his solicitor, his new address, and
the name and address of his new solicitor.
145.
Attendance of liquidator’s solicitor
Where the attendance of the liquidator’s solicitor is required on any proceeding in
court or chambers, the liquidator need not attend in person, except in cases where his
presence is necessary in addition to that of his solicitor, or the court directs him to
attend.
Liquidator
and Committee of Inspection
146.
Remuneration of liquidator
(1)
Where the remuneration of a liquidator is determined by the committee of
inspection, it may be in the nature of a commission or percentage of which one part
shall be payable on the amount realized, after deducting the sums (if any) paid to
secured creditors (other than debenture holders) out of the proceeds of their
securities, and the other part on the amount distributed in dividend.
(2)
If there is no committee of inspection, the remuneration of the liquidator
shall, unless otherwise provided for under the Ordinance or ordered by the court, be
fixed by the scale of fees and percentages for the time being payable on
realizations and distributions by the Official Receiver as liquidator.
(3)
This rule shall only apply to a liquidator appointed in a winding up by the
court.
147.
Limit of remuneration
Except as provided by the Ordinance or the rules, a liquidator shall not under any
circumstances whatever, make any arrangement for, or accept from any solicitor,
auctioneer, or any other person connected with the company of which he is liquidator, or
who is employed in or in connexion with the winding up of the company, any gift,
remuneration, or pecuniary or other consideration or benefit whatever beyond the
remuneration to which under the Ordinance and the rules he is entitled as liquidator,
nor shall he make any arrangement for giving up, or give up any part of such
remuneration to any such solicitor, auctioneer, or other person.
148.
Dealings with assets
Neither the liquidator nor any
member (or the
representative of a member) of the committee of inspection of a
company shall, while acting as liquidator or member
(or the
representative of a member) of such committee, except by leave of the
court, either directly or indirectly, by himself or any employer, partner, clerk, agent,
or servant, become purchaser of any part of the company’s assets. Any such purchase made
contrary to the provisions of this rule may be set aside by the court on the application
of the Official Receiver in a winding up by the court of any creditor or contributory in
any winding up and the court may make such order as to costs as the court shall think
fit.
149.
Restriction on purchase of goods by liquidator
Where the liquidator carries on the business of the company, he shall not, without
the express sanction of the court, purchase goods for the carrying on of such business
from any person whose connexion with the liquidator is of such a nature as would result
in the liquidator obtaining any portion of the profit (if any) arising out of the
transaction.
150.
Committee of inspection not to make profit
No member (or
the representative of a member) of a committee of inspection shall,
except under and with the sanction of the court, directly or indirectly, by himself or
any employer, partner, clerk, agent, or servant, be entitled to derive any profit from
any transaction arising out of the winding up, or to receive out of the assets any
payment for services rendered by him in connexion with the administration of the assets,
or for any goods supplied by him to the liquidator for or on account of the company. In
a winding up by the court, if it appears to the Official Receiver or in a voluntary
winding up if it appears to the committee of inspection or to any meeting of creditors
or contributories that any profit or payment has been made contrary to the provisions of
this rule, they may disallow such payment or recover such profit, as the case may be, on
the audit of the liquidator’s accounts, or otherwise.
152.
Sanction of payments to committee
Where the sanction of the court to a payment to a
member (or the
representative of a member) of a committee of inspection for services
rendered
by
the member (or the representative) in connexion with the
administration of the company’s assets is obtained, the order of the court shall specify
the nature of the services, and such sanction shall only be given where the service
performed is of a special nature. Except by the express sanction of the court no
remuneration shall, under any circumstances, be paid to a
member
(or the representative of a member) of a committee for services
rendered
by
the member (or the representative) in the discharge of the duties
attaching to his office as a member of such committee.
153.
Discharge of costs before assets handed to liquidator
(1)
Where a liquidator is appointed by the court or under the Ordinance, and has
notified his appointment to the registrar of companies, and given security to
the satisfaction of the Official Receiver, the provisional liquidator shall
forthwith put the liquidator into possession of all property of the company of
which the provisional liquidator may have custody:
Provided that such liquidator
shall have, before the assets are handed over to him by the provisional
liquidator, discharged any balance due to the Official Receiver and provisional
liquidator on account of fees, costs, and charges properly incurred by him, and
on account of any advances properly made by him in respect of the company,
together with interest on such advances at the rate of 8 per cent per annum; and
the liquidator shall pay all fees, costs, and charges of the Official Receiver
and provisional liquidator which may not have been discharged by the liquidator
before being put into possession of the property of the company, and whether
incurred before or after he has been put into such possession.
(2)
The Official Receiver and provisional liquidator shall be deemed to have a lien
upon the company’s assets until such balance shall have been paid and the other
liabilities shall have been discharged.
(3)
It shall be the duty of the Official Receiver and provisional liquidator, if so
requested by the liquidator, to communicate to the liquidator all such information
respecting the estate and affairs of the company as may be necessary or conducive to
the due discharge of the duties of the liquidator.
(4)
This rule and rule 154 shall apply only in a winding up by the
court.
154.
Resignation of liquidator in winding up by court
(1)
If a liquidator in a winding up by the court wishes to resign from the office of liquidator, the liquidator must summon separate meetings of the creditors and contributories of the company to decide whether or not the resignation is to be accepted.
(2)
If the creditors and contributories both by resolutions agree to accept the resignation, the liquidator must—
(a)
file with the Registrar a memorandum of the resignation; and
(b)
send notice of the filing to the Official Receiver.
(3)
The resignation takes effect upon the liquidator complying with paragraph (2).
(4)
If paragraph (2) does not apply, the liquidator must—
(a)
report to the court the result of the meetings; and
(b)
send a report on the result of the meetings to the Official Receiver.
(5)
If paragraph (4) is complied with, the court may, on application by the liquidator or the Official Receiver—
(a)
determine whether or not to accept the resignation; and
(b)
give any directions and make any orders that the court thinks necessary.
154A.
Resignation of liquidator in creditors’ voluntary winding up
(1)
If a liquidator in a creditors’ voluntary winding up wishes to resign from the office of liquidator, the liquidator must summon a meeting of the creditors of the company to decide whether or not the resignation is to be accepted.
(2)
The creditors may by resolution agree to accept the resignation.
(3)
The resignation takes effect on the passing of the resolution.
(4)
If the creditors do not accept the resignation, the liquidator must report to the court the result of the meeting.
(5)
If paragraph (4) is complied with, the court may, on application by the liquidator—
(a)
determine whether or not to accept the resignation; and
(b)
give any directions and make any orders that the court thinks necessary.
154B.
Resignation of liquidator in members’ voluntary winding up
(1)
If a liquidator in a members’ voluntary winding up wishes to resign from the office of liquidator, the liquidator must summon a general meeting of the company to decide whether or not the resignation is to be accepted.
(2)
The members of the company may by an ordinary resolution agree to accept the resignation.
(3)
The resignation takes effect on the passing of the resolution.
(4)
If the members do not accept the resignation, the liquidator must report to the court the result of the meeting.
(5)
If paragraph (4) is complied with, the court may, on application by the liquidator—
(a)
determine whether or not to accept the resignation; and
(b)
give any directions and make any orders that the court thinks necessary.
155.
Cessation of office of liquidator
If a person appointed as a provisional liquidator or liquidator of a company is disqualified under section 262B of the Ordinance, then as soon as the person is disqualified—
(a)
the person immediately ceases to be the provisional liquidator or liquidator of the company; and
(b)
for the purposes of the Ordinance, these rules and the Companies Ordinance (Cap. 622), the person is taken to have been removed from that office.
Payments
into and out of a Bank
156.
Payments out of bank
All payments out of the companies liquidation account shall be made in such manner
as the Director of Accounting Services may from time to time direct.
157.
Special bank account
(1)
Where the liquidator in a winding up by the court is authorized to have a special bank account, he shall forthwith pay all moneys received by him into that account to the credit of the liquidator of the company. All payments out shall be made by cheque payable to order, and every cheque shall have marked or written on the face of it the name of the company, and shall be signed by the liquidator, and shall be countersigned by such other person, if any, as the committee of inspection may appoint.
(2)
Where application is made to the Official Receiver to authorize the liquidator
in a winding up by the court to make his payments into and out of a special bank
account, the Official Receiver may grant such authorization for such time and on
such terms as he may think fit, and may at any time order the account to be closed
if he is of opinion that the account is no longer required for the purposes
mentioned in the application.
Books
158.
Record of proceedings
In a winding up by the court the provisional liquidator, until a liquidator is
appointed under the Ordinance or by the court, and thereafter the liquidator, shall keep
a record in which he shall record all minutes, all proceedings had and resolutions
passed at any meeting of creditors or contributories, or of the committee of inspection,
and all such matters as may be necessary to give a correct view of his administration of
the company’s affairs, but he shall not be bound to insert in the record any document of
a confidential nature (such as the opinion of counsel on any matter affecting the
interest of the creditors or contributories), nor need he exhibit such document to any
person other than a member of the committee of inspection, or the Official
Receiver.
159.
Cash Book
(1)
In a winding up by the court, the provisional liquidator, until a liquidator is appointed under the Ordinance or by the court, and thereafter the liquidator, shall keep a book to be called the “Cash Book” (which shall be in such form as the Official Receiver may from time to time direct) in which he shall (subject to the provisions of the rules as to trading accounts) enter from day to day the receipts and payments made by him.
(2)
In a winding up by the court, a liquidator other than the Official Receiver, shall submit the record and Cash Book, together with any other requisite books and vouchers, to the committee of inspection (if any) when required, and not less than once every 3 months.
(3)
In a creditors voluntary winding up the liquidator shall keep such books as the
committee of inspection or if there is no such committee as the creditors direct and
all books kept by the liquidator shall be submitted to the committee of inspection
or if there is no such committee to the creditors with any other books documents
papers and accounts in his possession relating to his office as liquidator or to the
company as and when the committee of inspection or if there is no such committee the
creditors direct.
Investment
of Funds
160.
Investment of assets in securities, and realization of securities
(1)
Where in a winding up by the court or in a creditors voluntary winding up, the
committee of inspection are of opinion that any part of the cash balance standing to
the credit of the account of the company should be invested, they shall so advise
the liquidator and the liquidator shall inform the Official Receiver in writing
accordingly.
(2)
Where the committee of inspection in any such winding up are of opinion that it
is advisable to sell any of the securities in which the moneys of the company’s
assets are invested or to withdraw any money of the company’s assets held on
deposit, they shall so advise the liquidator and the liquidator shall inform the
Official Receiver in writing accordingly.
(3)
Where there is no committee of inspection in any such winding up as is
mentioned in paragraphs (1) and (2) and members’ voluntary winding up a case has in
the opinion of the liquidator arisen under section 295 of the Ordinance
for an investment of funds of the company, a withdrawal of funds of the company held
on deposit in a bank or a sale of securities in which the company’s funds have been
invested, the liquidator shall inform the Official Receiver in writing accordingly,
stating the facts on which his opinion is founded and requesting the Official
Receiver to make the investment, withdrawal or sale.
Accounts
and Audit in a Winding Up by the Court
161.
Audit of Cash Book
(1)
The committee of inspection must audit the liquidator’s Cash Book not less than
once every 3 months.
(2)
When the Cash Book has been audited, the committee of inspection must issue a
certificate in the prescribed form certifying that the Cash Book has been audited by
the committee. (See Form 86)
162.
Official Receiver’s audit of liquidator’s accounts
(1)
The liquidator shall, at the expiration of 6 months from the date of the
winding up order, and at the expiration of every succeeding 6 months thereafter
until his release, transmit to the Official Receiver a copy of the Cash Book for
such period
and
copies of the certificates of audit by the committee of inspection. He shall also
forward with the first accounts, a summary of the company’s statement of
affairs and
a
copy of
any
supplementary affidavit in relation to that statement, showing
on
the summary the amounts realized, and explaining the cause of the
non-realization of such assets as may be unrealized. The liquidator shall also at
the end of every 6 months forward to the Official Receiver, with his accounts, a
report upon the position of the liquidation of the company in such form as the
Official Receiver may direct.
(2)
When the assets of the company have been fully realized and distributed, the
liquidator shall forthwith send in his accounts to the Official Receiver, although
the 6 months may not have expired.
(3)
The accounts sent in by the liquidator shall be certified to be correct by him.
163.
Liquidator carrying on business
(1)
Where the liquidator carries on the business of the company, he shall keep a distinct account of the trading, and shall incorporate in the Cash Book the total weekly amounts of the receipts and payments on such trading account.
(2)
The trading account shall from time to time, and not less than once in every
month, be certified to be correct by the liquidator in writing, and the liquidator
shall thereupon submit such account to the committee of inspection (if any) or such
member thereof as may be appointed by the committee for that purpose, who shall
examine and certify the same.
(See
Form
88)
164.
Copy of accounts to be filed
When the liquidator’s account has been
audited—
(a)
the Official Receiver must issue a certificate certifying that the account has
been audited by the Official Receiver; and
(b)
the liquidator must file with the Registrar a copy of the account together with
a copy of the certificate.
165.
Summary of accounts
(1)
Subject to the proviso to section 203(5) and the proviso to
section 203(6)(b) of the Ordinance, the liquidator—
(a)
must transmit to the Official Receiver with the liquidator’s accounts a
summary of the accounts in the specified form for the Official Receiver’s
confirmation as to whether the summary conforms with the accounts; and
(b)
must, if the Official Receiver confirms that the summary conforms with the
accounts, send a printed copy of the summary to every creditor and every
contributory as soon as practicable after the confirmation.
(1A)
Where under the
proviso to
section 203(5) or the proviso to section 203(6)(b) of the
Ordinance the Official Receiver dispenses with compliance with that
section,
he may, if he thinks fit, give a written certificate to that effect which shall be
filed with the proceedings in the winding up and shall render an application to the
court unnecessary.
(2)
The cost of printing and posting such copies shall be a charge upon the assets
of the company.
166.
Statement of no receipts
Where a liquidator has not since the date of his appointment or since the last
audit of his accounts, as the case may be, received or paid any sum of money on account
of the assets of the company, he shall, at the time when he is required to transmit his
accounts to the Official Receiver, forward to the Official Receiver a statement of no
receipts or payments certified to be correct by him.
167.
Proceedings on resignation, &c., of liquidator
(1)
Upon a liquidator resigning, or being released or removed from his office, he
shall deliver over to the Official Receiver, or as the case may be, to the new
liquidator, all books kept by him, and all other books, documents, papers, and
accounts in his possession relating to the office of liquidator. The release of a
liquidator shall not take effect unless and until he has delivered over to the
Official Receiver, or as the case may be to the new liquidator, all the books,
papers, documents, and accounts which he is by this rule required to deliver on his
release.
(1A)
Paragraphs (1B) and (1C) apply if a liquidator has passed away and the personal
representative of the deceased liquidator has applied to the court for the release
of the deceased liquidator.
(1B)
On the grant of the release, the personal representative must deliver over to
the Official Receiver, or (if a new liquidator has been appointed) to the new
liquidator—
(a)
all books kept by the deceased liquidator immediately before his or her
death; and
(b)
all other books, documents, papers, and accounts relating to the office of
the deceased liquidator in the possession of the deceased liquidator immediately
before his or her death.
(1C)
The release does not take effect unless and until paragraph (1B) has been
complied with.
(2)
The court may, at any time during the progress of the liquidation, on the
application of the liquidator or the Official Receiver, direct that such of the
books, papers, and documents of the company or of the liquidator as are no longer
required for the purpose of the liquidation, may be sold, destroyed, or otherwise
disposed of.
168.
Expenses of sales
Where property forming part of a company’s assets is sold by the liquidator through
an auctioneer or other agent, the gross proceeds of the sale shall be paid over by such
auctioneer or agent, and the charges and expenses connected with the sale shall
afterwards be paid to such auctioneer or agent, on the production of the necessary
certificate of the taxing officer. Every liquidator by whom such auctioneer or agent is
employed, shall, unless the court otherwise orders, be accountable for the proceeds of
every such sale.
Taxation
of Costs
169.
Taxation of costs payable by or to Official Receiver or liquidator or by
company
Every solicitor, manager, accountant, auctioneer, broker, or other person employed
by an Official Receiver or liquidator in a winding up by the court shall on request by
the Official Receiver or liquidator (to be made a sufficient time before the declaration
of a dividend) deliver his bill of costs or charges to the Official Receiver or
liquidator for the purpose of taxation; and if he fails to do so within the time stated
in the request, or such extended time as the court may allow, the liquidator shall
declare and distribute the dividend without regard to such person’s claim, and subject
to any order of the court the claim shall be forfeited. The request by the Official
Receiver or liquidator shall be in the Form 90.
(See
Form 90)
170.
Notice of appointment
Where a bill of costs or charges in any winding up has been lodged with the taxing
officer, he shall give notice of an appointment to tax the same, in a winding up by the
court to the Official Receiver, and in every winding up to the liquidator, and to the
person to or by whom the bill or charges is or are to be paid (as the case may
be).
171.
Lodgment of bill
The bill or charges, if incurred in a winding up by the court prior to the
appointment of a liquidator, shall be lodged with the provisional liquidator, and if
incurred after the appointment of a liquidator, shall be lodged with the liquidator. The
provisional liquidator or the liquidator, as the case may be, shall lodge the bill or
charges with the taxing officer.
172.
Copy of the bill to be furnished
Every person whose bill or charges in a winding up by the court is or are to be
taxed shall, on application either of the Official Receiver or the liquidator, furnish a
copy of his bill or charges so to be taxed, on payment at the rate of 75 cents per
folio, which payment shall be charged on the assets of the company. The Official
Receiver shall call the attention of the liquidator to any items which, in his opinion,
ought to be disallowed or reduced, and may attend or be represented on the
taxation.
173.
Applications for costs
Where any party to, or person affected by, any proceeding desires to make an application for
an order that he be allowed his costs, or any part of them, incident to such proceeding,
and such application is not made at the time of the proceeding—
(a)
such party or person shall serve notice of his intended application on the Official Receiver or on the liquidator, as the case may be;
(b)
the Official Receiver or liquidator may appear on such application and object thereto;
(c)
no costs of or incident to such application shall be allowed to the applicant,
unless the court is satisfied that the application could not have been made at the
time of the proceeding.
174.
Certificate of taxation
Upon the taxation of any bill of costs, charges, or expenses being completed, the
taxing officer shall issue to the person presenting such bill for taxation his allowance
or certificate of taxation. The bill of costs, charges, and expenses, together with the
allowance or certificate, shall be filed with the Registrar.
(See
Form 91)
175.
Certificate of employment
(1)
Where the bill or charges of any solicitor, manager, accountant, auctioneer,
broker, or other person employed by an Official Receiver or liquidator, is or are
payable out of the assets of the company, a certificate in writing, signed by the
Official Receiver or liquidator, as the case may be, shall on the taxation be
produced to the taxing officer setting forth whether any, and if so what, special
terms of remuneration have been agreed to.
(2)
If a bill of costs of a solicitor is produced to the taxing officer on the
taxation of the bill, it must be accompanied by—
(a)
a copy of the resolution or any other authority sanctioning the employment
of the solicitor to assist the liquidator in performing the liquidator’s duties,
or proof that the requirement under section 199(4)(b) of the
Ordinance has been complied with; and
(b)
the instructions given to the solicitor by the liquidator.
176.
Costs and taxation of bill exceeding $3,000
(1)
Subject to paragraph (2), if the bill of costs, charges and disbursements of a person employed by the Official Receiver or the liquidator, incurred in a winding up by the court, exceed $3,000 in the aggregate, such bill of costs, charges and disbursements shall be taxed by the Registrar.
(2)
Taxation is not required if the bill of costs, charges and disbursements has been approved by a committee of inspection by resolution.
177.
Review of taxation and appeals thereon
The procedure and practice of the High Court shall be observed in all reviews of
taxation.
Costs
and Expenses Payable out of the Assets of the Company
178.
Liquidator’s charges
(1)
Where a liquidator or special manager in a winding up by the court receives
remuneration for his services as such, no payment shall be allowed on his accounts
in respect of the performance by any other person of the ordinary duties which are
required by Ordinance or rules to be performed by himself.
(2)
Where a liquidator is a solicitor he may contract that the remuneration for his
services as liquidator shall include all professional services.
179.
Costs payable out of the assets
(1)
The assets of a company in a winding up by the court, remaining after payment of
the fees and expenses properly incurred in preserving, realizing or getting in the
assets, including where the company has previously commenced to be wound up
voluntarily such remuneration, costs, and expenses as the court may allow to a
liquidator appointed in such voluntary winding up shall, subject to any order of the
court, be liable to the following payments, which shall be made in the following
order of priority, namely—
First.—The
fees, percentages and charges payable to, or costs, charges and expenses incurred by
or authorized by, the Official Receiver, whether acting as Official Receiver or
liquidator, including the costs of any person properly employed by him.
Next.—The
taxed costs of the petition, including the taxed costs of any person appearing on
the petition whose costs are allowed by the court but excluding the interest on such costs.
Next.—The
remuneration of and any fees, disbursements and expenses properly incurred by the
special manager (if any).
Next.—The
costs and expenses of any person who makes
the
statement of affairs of the company or a supplementary affidavit in relation to that statement.
Next.—The
taxed charges of any shorthand writer appointed to take an examination:
Provided that where the shorthand
writer is appointed at the instance of the Official Receiver the cost of the
shorthand notes shall be deemed to be an expense incurred by the Official Receiver
in getting in and realizing the assets of the company.
Next.—The
necessary disbursements of any liquidator, other than the Official Receiver,
appointed in the winding up by the court or under the Ordinance, other than expenses
properly incurred in preserving, realizing or getting in the assets heretofore
provided for.
Next.—The
costs of any person properly employed by any liquidator, other than the Official
Receiver, appointed in the winding up by the court or under the Ordinance.
Next.—The
remuneration of any liquidator, other than the Official Receiver, appointed in the
winding up by the court or under the Ordinance.
Next.—The
actual out-of-pocket expenses necessarily incurred by the committee of inspection,
subject to the approval of the Official Receiver.
Next.—The
reasonable expenses incurred directly by members of the committee of inspection or
their representatives in respect of travelling within Hong Kong—
(a)
to attend the committee’s meetings; or
(b)
on the committee’s business.
(2)
A payment in respect of a bill or charges of a solicitor, manager, accountant,
auctioneer, broker or other person is only allowed out of the assets of a company on
proof that the payment has been allowed by the Registrar, unless it is—
(a)
a payment made for costs and expenses payable under section 190A
of the Ordinance;
(b)
a payment of a bill that has been taxed and allowed under an order made for
its taxation; or
(c)
a payment in respect of a bill or charges that have been approved by the
committee of inspection by resolution.
(2A)
Before allowing the bill or charges mentioned in paragraph (2), a taxing officer
must be satisfied that—
(a)
the employment of the solicitor or other person in respect of the matters
mentioned in the bill or charges has been duly sanctioned; or
(b)
in relation to the employment of a solicitor, proof that the requirement
under section 199(4)(b) of the Ordinance has been complied with.
(2B)
Despite paragraphs (2) and (2A), the Official Receiver, when acting as a
liquidator, may, without taxation, pay and allow the costs and charges of a person
(other than a solicitor) employed by the Official Receiver, if the costs and
charges—
(a)
are within the scale usually allowed by the court; and
(b)
do not exceed $3,000 in total.
(3)
Nothing contained in this rule shall apply to or affect costs which, in the
course of legal proceedings by or against a company which is being wound up by the
court, are ordered by the court in which such proceedings are pending or a judge
thereof to be paid by the company or the liquidator, or the rights of the person to
whom such costs are payable.
Statements
by Liquidator to the Registrar of Companies
180.
Conclusion of winding up
The winding up of a company shall, for the purposes of section 284 of the
Ordinance, be deemed to be concluded—
(a)
in the case of a company wound up by order of the court, at the date on which
the order dissolving the company has been reported by the liquidator to the
Registrar of Companies or at the date of the order of the court releasing the
liquidator pursuant to section 205 of the Ordinance;
(b)
in the case of a company wound up voluntarily, at the date of the dissolution
of the company, unless at such date any funds or assets of the company remain
unclaimed or undistributed in the hands or under the control of the liquidator, or
any person who has acted as liquidator, in which case the winding up shall not be
deemed to be concluded until such funds or assets have either been distributed or
paid into the companies liquidation account.
181.
Times of sending liquidator’s statements, and regulations applicable thereto
In a voluntary winding up, the statements with respect to the proceedings in and position of a liquidation of a company, the winding up of which is not concluded within a year after its commencement, shall be sent to the Registrar of Companies twice in every year as follows—
(a)
the first statement commencing at the date when a liquidator was first appointed and brought down to the end of 12 months from the commencement of the winding up, shall be sent within 30 days from the expiration of such 12 months, or within such extended period as the court may sanction, and the subsequent statements shall be sent at intervals of half a year, each statement being brought down to the end of the half-year for which it is sent. In cases in which the assets of the company have been fully realized and distributed before the expiration of a half-yearly interval a final statement shall be sent forthwith;
(b)
subject to rule 182, Form 92, and where applicable Forms 94, 95 and
96, with such variations as circumstances may require, shall be used, and the
directions specified in the Form shall (unless the court otherwise directs) be
observed in reference to every statement;
(See
Forms 92, 94, 95 & 96)
(c)
every statement shall be certified to be correct by the liquidator in
writing.
182.
Affidavit of no receipts or payments
Where in a voluntary winding up a liquidator has not during any period for which a
statement has to be sent received or paid any money on account of the company, he shall
at the period when he is required to transmit his statement, send to the Registrar of
Companies the prescribed statement in Form 92, which statement shall—
(a)
contain the particulars therein required with respect to the proceedings in and
position of the liquidation; and
(b)
be certified to be correct by the liquidator in writing.
(See
Form 92)
Unclaimed
Funds and Undistributed Assets in the Hands of a Liquidator
183.
Payment of undistributed and unclaimed money into companies liquidation
account
(1)
All money in the hands or under the control of a liquidator of a company
representing unclaimed dividends, which for 6 months from the date when the dividend
became payable have remained in the hands or under the control of the liquidator,
shall forthwith, on the expiration of the 6 months, be paid into the companies
liquidation account.
(2)
In a voluntary winding up all other money in the hands or under the control of
a liquidator of a company, representing unclaimed or undistributed assets, which
under section 285(1) of the Ordinance, the liquidator is to pay into the
companies liquidation account, shall be ascertained as on the date to which the
statement of receipts and payments sent in to the Registrar of Companies is brought
down, and the amount to be paid to the companies liquidation account shall be the
minimum balance of such money which the liquidator has had in his hands or under his
control during the 6 months immediately preceding the date to which the statement is
brought down, less such part (if any) thereof as the Official Receiver may authorize
him to retain for the immediate purposes of the liquidation. Such amount shall be
paid into the companies liquidation account within 14 days from the date to which
the statement of account is brought down.
(3)
Notwithstanding anything in this rule, any moneys representing unclaimed or
undistributed assets or dividends in the hands of the liquidator at the date of the
dissolution of the company shall forthwith be paid by him into the companies
liquidation account.
(4)
A liquidator whose duty it is to pay into the companies liquidation account
money representing unclaimed or undistributed assets of the company shall pay in the
same through the Official Receiver and shall be entitled to a certificate of receipt
for the money so paid in Form 105.
(See
Form 105)
(5)
In a voluntary winding up money invested or deposited at interest by a
liquidator shall be deemed to be money under his control, and when such money forms
part of the minimum balance payable into the companies liquidation account pursuant
to paragraph (2), the liquidator shall realize the investment or withdraw the
deposit, and shall pay the proceeds into the companies liquidation account, provided
that where the money is invested in Government securities, or such securities as the
court may direct, such securities, may, with the permission of the court, be
transferred to the control of the Official Receiver instead of being forthwith
realized and the proceeds thereof paid into the companies liquidation account. In
the latter case, if and when the money represented by the securities is required
wholly or in part for the purposes of the liquidation, the Official Receiver may
realize the securities wholly or in part and pay the proceeds of realization into
the companies liquidation account and deal with the same in the same way as other
moneys paid into the said account may be dealt with.
184.
Liquidator to furnish information to Official Receiver
In a voluntary winding up, every person who has acted as liquidator of any company,
whether the liquidation has been concluded or not, shall furnish to the Official
Receiver particulars of any money in his hands or under his control representing
unclaimed or undistributed assets of the company and such other particulars as the
Official Receiver may require for the purpose of ascertaining or getting in any money
payable into the companies liquidation account at the bank. The Official Receiver may
require such particulars to be verified by affidavit.
(See Form 97)
185.
Official Receiver may call for verified accounts
(1)
In a voluntary winding up, the Official Receiver may at any time order any such
person to submit an account verified by affidavit of the sums received and paid by
him as liquidator of the company and may direct and enforce an audit of the account.
(See
Forms 92 to 96)
(2)
For the purposes of section 285 of the Ordinance, and the rules, the
court shall have, and, at the instance of the Official Receiver, may exercise all
the powers conferred by the Bankruptcy Ordinance (Cap. 6)
with respect to the discovery and realization of the property of a debtor, and the
provisions of Part I of that Ordinance with respect thereto shall, with any
necessary modification, apply to proceedings under section 285 of the
Ordinance.
186.
Application to the court for enforcing an account, and getting in money
An application by the Official Receiver for the purpose of ascertaining and getting
in money payable into the bank pursuant to section 285 of the Ordinance,
shall be made by motion.
187.
Application for payment out by person entitled
An application by a person claiming to be entitled to any money paid into the bank
in pursuance of section 285 of the Ordinance, shall be made in such form and
manner as the Official Receiver may from time to time direct, and shall, unless the
Official Receiver otherwise directs, be accompanied by the certificate of the liquidator
that the person claiming is entitled and such further evidence as the Official Receiver
may direct.
188.
Application by liquidator for payment out
A liquidator who requires to make payments out of money paid into the bank in
pursuance of section 285 of the Ordinance, either by way of distribution or
in respect of the cost and expenses of the proceedings, shall apply in such form and
manner as the Official Receiver may direct, and the Official Receiver may thereupon
either pay to the liquidator the sum required by him for the purposes aforesaid, or may
direct cheques to be issued to the liquidator for transmission to the persons to whom
the payments are to be made.
Release
of Liquidator in a Winding Up by the Court
189.
Proceedings for release of liquidator
(1)
A liquidator in a winding up by the court before making application to the
court for his release, shall give notice of his intention so to do to all the
creditors who have proved their debts and to all the contributories, and shall send
with the notice a summary of all receipts and payments in the winding up.
(See
Forms 98, 99 & 100)
(1A)
If a liquidator in a winding up by the court has passed away and the personal
representative of the deceased liquidator intends to apply to the court for the
release of the deceased liquidator, the personal representative must, before making
the application—
(a)
give notice of that intention to—
(i)
all the creditors who have proved their debts; and
(ii)
all the contributories; and
(b)
send with the notice a summary of all receipts and payments in the winding
up.
(2)
When the court has granted to a liquidator his release, a notice of the order
granting the release shall be
published
by the specified means. The liquidator shall provide the requisite
payment for
publishing
the notice, which he may charge against the company’s assets.
(3)
When the court has granted the release of a deceased liquidator, a notice of
the order granting the release must be published
by
the specified
means.
(4)
The person who applied for the release must provide the necessary payment for
publishing the notice of the order under paragraph (3).
(5)
The payment may be charged against the company’s assets.
Disposal
of Books and Papers
190.
Disposal of books and papers
(1)
The court may order that the books and papers of a company which has been wound
up shall not be destroyed for such period (not exceeding 5 years from the
dissolution of the company) as the court thinks proper.
(2)
Any creditor or contributory may make representations to the court with regard
to the destruction of such books and papers.
(3)
A resolution for the destruction of the books and papers of such a company
within the said period of 5 years or any shorter period fixed by an order of the
court in force at the date of such resolution shall not take effect until the
expiration of such period 5 years or of such shorter period unless the court shall
otherwise direct.
(4)
At least one week’s notice shall be given to the Official Receiver of any
application to the court for an order for destruction of the books and papers of a
company before the expiration of such period of 5 years or shorter period.
Official
Receivers
191.
Appointment
(1)
Judicial notice shall be taken of the appointment of the Official Receivers
appointed by the Chief Executive.
(2)
When the Chief Executive appoints any officer to act as deputy for or in the
place of an Official Receiver notice thereof shall be given in the
Gazette.
(3)
Any person so appoints shall, during his tenure of office, have all the status,
rights, and powers, and be subject to all the liabilities of an Official
Receiver.
192.
Removal
Where an Official Receiver is removed from his office by the Chief Executive, notice
of the order removing him shall be published in the Gazette.
193.
Personal performance of duties
The court may, by general or special directions determine what acts or duties of
the Official Receiver in relation to the winding up of companies are to be performed by
him in person, and in what cases he may discharge his functions through the agency of
his clerks or other persons in his regular employ, or under his official
control.
194.
Assistant official receivers
An assistant official receiver, appointed by the Chief Executive, shall be an officer
of the court, as fully as the Official Receiver to whom he is assistant, and, subject to
the directions of the court, he may represent the Official Receiver in all proceedings
in court, or in any administrative or other matter. Judicial notice shall be taken of
the appointment of an assistant official receiver and he may be removed in the same
manner as is provided in the case of an Official Receiver.
195.
Power of certain officers and Official Receivers’ clerks in certain cases to act
for Official Receivers
In the absence of the Official Receiver any officer duly authorized for the purpose by
the Chief Executive, and any clerk of the Official Receiver duly authorized by him in
writing, may by leave of the court act on behalf of the Official Receiver, and take part
for him in any public or other examination and in any unopposed application to the
court.
196.
Duties where no assets
Where a company against which a winding-up order has been made has no available
assets, the Official Receiver shall not be required to incur any expense in relation to
the winding up without the express directions of the court.
197.
Accounting by Official Receiver
(1)
Where a liquidator is appointed by the court in a winding up by the court, the Official Receiver shall account to the liquidator.
(2)
If the liquidator is dissatisfied with the account or any part thereof, he may report the matter to the court, which shall take such action (if any) thereon as it may deem expedient.
(3)
The provisions of these rules as to liquidators and their accounts shall not
apply to the Official Receiver when he is liquidator, but he shall account in such
manner as the court may from time to time direct.
198.
Official Receiver to act as committee of inspection where no committee of
inspection appointed
Where there is no committee of inspection in a winding up by the court any
functions of the committee of inspection which devolve on the court may, subject to the
directions of the court, be exercised by the Official Receiver.
199.
Appeals from Official Receiver
An appeal to the court from an act or decision of the Official Receiver acting
otherwise than as liquidator of a company, shall be brought within 21 days from the time
when the decision or act appealed against is done, pronounced, or made.
200.
Applications under
section
204 of the Ordinance
(1)
An application by the Official Receiver to the court to examine on oath the
liquidator or any other person under section 204 of the
Ordinance—
(a)
is to be made ex parte; and
(b)
is to be supported by a report to the court filed with the Registrar,
stating the circumstances in which the application is made.
(2)
The report shall be signed by the Official Receiver; and shall for the purposes
of such application be prima facie evidence of the statement therein
contained.
Books
to be Kept and Returns Made by Officers of the Court
201.
Books to be kept by officers of the court
(1)
The Registrar of the court shall keep books according to the Forms in the
Appendix, and the particulars given under the different heads in such books shall be
entered forthwith after each proceeding has been concluded.
(2)
The books shall at all times be open to inspection by the Official Receiver,
and the officers of the court whose duty it is to keep the books prescribed by these
rules shall furnish the Official Receiver with such information and returns as the
Official Receiver may from time to time require.
(See
Forms 101 & 102)
Publication
of
Notices
in a Winding Up by the Court
202.
Publishing
notices
(1)
All notices subsequent to the making by the Court of a winding-up order in
pursuance of the Ordinance or the rules requiring publication
by
the specified means must be published or given by the Official
Receiver or the liquidator, as may be appropriate.
(See
Forms 103, (1) to (9))
(2)
Paragraph (3) applies if—
(a)
a winding-up order is amended;
(b)
a matter gazetted by a responsible person before the appointed date has
been amended or altered, or a matter has been wrongly or inaccurately gazetted
by a responsible person before the appointed date; or
(c)
a matter published by the specified means by a responsible person after the
appointed date has been amended or altered, or a matter has been wrongly or
inaccurately published by the specified means by a responsible person after the
appointed date.
(3)
The responsible person must republish by the specified means such order or
matter with the necessary amendments and alterations in the prescribed form.
(4)
Subject to any order made by the court, the fee for republishing such order or
matter must be paid at the expense of the company’s assets.
(5)
In paragraph (2)—
*
appointed
date
(指定日期
) means the date on which
Part 3 of the Bankruptcy and Companies Legislation (Miscellaneous
Amendments) Ordinance 2023 (22 of 2023) comes into
operation;Editorial Note:
* Appointed date: 29 December
2023.
203.
Filing memorandum of
advertisements
(1)
Whenever the Gazette contains any advertisement relating to any winding-up
proceedings the Official Receiver or liquidator as the case may be shall file with
the proceedings a memorandum referring to and giving the date of the advertisement.
(See
Form 104)
(2)
In the case of an advertisement in a local paper, the Official Receiver or
liquidator as the case may be shall keep a copy thereof and a memorandum referring
to and giving the date of the advertisement shall be placed on the file.
(3)
For this purpose one copy of each local paper in which any advertisement
relating to any winding-up proceeding in the court is
published,
shall be left with the Official Receiver or liquidator as the case may be by the
person who
publishes
the advertisement.
(3A)
In the case of an advertisement relating to any winding-up proceeding in a
medium other than the Gazette or a local paper, the Official Receiver or liquidator
as the case may be must file with the proceeding a memorandum referring to, and
giving the date of, the advertisement.
(4)
A memorandum under this rule shall be prima facie evidence that the
advertisement to which it refers was duly
published
in the issue of the Gazette or newspaper, or in the medium,
mentioned in it.
Arrests
and Commitment
204.
To whom warrants may be addressed
A warrant of arrest, or any other warrant issued under the provisions of the
Ordinance and rules, may be addressed to such bailiff or officer of the court or police
officers of Hong Kong as the court may in each case direct.
205.
Prison to which person arrested on warrant is to be taken
Where the court issues a warrant for the arrest of a person under any of the
provisions of the Ordinance or rules, he shall be committed, unless the court shall
otherwise order, to the prison used by the court in cases of commitment made in the
exercise by the court of its ordinary jurisdiction.
206.
Prison to which a person arrested is to be conveyed, and production
and custody of persons arrested
Where a person is arrested under a warrant of commitment issued
under any of the provisions of the Ordinance and rules, other
than sections
224
and
286B
of the Ordinance, and rule 56 of the rules he shall
be forthwith conveyed in custody of the bailiff or officer
apprehending him to the prison used by the court in cases of
commitment made in the exercise by the court of its ordinary
jurisdiction and kept therein for the time mentioned in the
warrant of commitment, unless sooner discharged by the order of
the court or otherwise by law. Where a person is arrested under
a warrant, issued under section
224
or
286B
of the Ordinance, or under rule 56 of the rules, he
shall be forthwith conveyed in custody of the bailiff or officer
apprehending him to such prison as aforesaid; and the
Commissioner of Correctional Services shall produce such person
before the court as it may from time to time direct, and shall
safely keep him until such time as the court shall otherwise
order, or such person shall be otherwise discharged by
law.
Miscellaneous
Matters
207.
Disposal of moneys received after execution
(1)
Where any money is seized or received by the bailiff in part satisfaction of an
execution against the goods of a company the same shall be paid into court to the
credit of a ledger account in the name of the bailiff with a sub-title in the matter
of the action and if, before the completion of the execution by the receipt or
recovery of the full amount of the levy, notice is served on the bailiff that a
provisional liquidator has been appointed or that a winding-up order has been made
or that a resolution for voluntary winding-up has been passed or that a winding-up
statement made under section 228A of the Ordinance has been delivered to
the Registrar of Companies under that section, the bailiff shall forthwith inform
the Registrar of the service of such notice and the Registrar shall, on being so
required, deliver any money so seized or received in part satisfaction of the
execution to the liquidator after deducting therefrom the costs of the
execution.
(2)
Where under an execution in respect of a judgment for a sum exceeding $200 the
goods of a company are sold or money is paid in order to avoid a sale, the proceeds
of sale or money paid in order to avoid a sale shall be paid into court to the
credit of a ledger account in the name of the bailiff with a sub-title in the matter
of the action and shall be retained for 14 days from the date of such sale or
payment in order to avoid sale, and if within such 14 days notice is served on the
bailiff of a petition for the winding up of the company having been presented or of
a winding-up statement made under section 228A of the Ordinance having
been delivered to the Registrar of Companies under that section or of a meeting
having been called at which there is to be proposed a resolution for the voluntary
winding up of the company, the bailiff shall forthwith notify the Registrar of the
service of such notice and if an order is made or a resolution is passed, as the
case may be, for the winding up of the company, the Registrar shall deduct the costs
of the execution and shall pay the balance to the liquidator.
(3)
Payment by the bailiff into court in pursuance of this rule shall be a good
discharge to him as against the liquidator.
208.
Enlargement or abridgment of time
The court may, in any case in which it shall see fit, extend or abridge the time
appointed by the rules or fixed by any order of the court for doing any act or taking
any proceeding.
209.
Formal defect not to invalidate proceedings
(1)
No proceedings under the Ordinance or the rules shall be invalidated by any formal defect or by any irregularity, unless the court is of opinion that substantial injustice has been caused by the defect or irregularity, and that the injustice cannot be remedied by any order of the court.
(2)
No defect or irregularity in the appointment or election of an Official
Receiver, liquidator, or member of a committee of inspection shall vitiate any act
done by him in good faith.
210.
Application of existing procedure
In all proceedings in or before the court, or any Registrar or officer thereof, or
over which the court has jurisdiction under the Ordinance and rules, where no other
provision is made by the Ordinance or rules, the practice, procedure and regulations
shall, unless the court otherwise in any special case directs, be in accordance with the
rules and practice of the court.
210A.
Transitional and saving provisions relating to Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance 2016 (14 of 2016)
The transitional and saving provisions as set out in the Schedule are to have effect.
Schedule
[r.
210A]
Transitional and Saving Provisions
relating
to Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance
2016
(Schedule added 14 of 2016 s. 179)
1.
Interpretation
In this Schedule—
Amendment Ordinance
(《修訂條例》
) means the Companies (Winding Up and
Miscellaneous Provisions) (Amendment) Ordinance 2016 (14 of
2016);*
commencement
date
(生效日期
) means the date of
commencement of the Amendment Ordinance;former
(原有
), when it
appears in conjunction with a reference to a rule or Form described by a number or a
combination of a number and a letter, means the rule or Form of that number or of
that combination of number and letter of the former Rules;former Rules
(《原有規則》
) means the Companies (Winding-up) Rules (Cap. 32 sub. leg. H) as in force immediately before the commencement
date.Editorial Note:
* Commencement date: 13 February
2017.
2.
Contents of order for winding up or appointment of provisional liquidator
(rule 35)
If the petition for the winding up of a company has been presented before the
commencement date, the former rule 35(2) and the former Forms 9 and 14
continue to apply in relation to the order for the winding up and the order for the
appointment of a provisional liquidator in connection with the petition.
3.
Appointment of liquidator and committee of inspection on report of meetings of
creditors and contributories under rule 45
(1)
If the winding up of a company has commenced before the commencement date,
the former rule 45(2) continues to apply in relation to that winding
up.
(2)
If the petition for the winding up of a company has been presented before
the commencement date, rule 45(8) does not apply in relation to the
appointment of a liquidator or a committee of inspection.
4.
List of contributories (rules 68 to 72)
If the winding-up order of a company has been made before the commencement date,
then in relation to the list of contributories of the company—
(a)
(b)
rule 67A does not apply.
5.
Vacation of office of liquidator under rule 155
The former rule 155 continues to apply in relation to a liquidator
appointed before the commencement date.
6.
Certificate of employment under rule 175
If the petition for the winding up of a company has been presented before the
commencement date, then in relation to a bill or charges of any solicitor, manager,
accountant, auctioneer, broker, or other person employed by the Official Receiver or
liquidator—
(a)
the former rule 175 continues to apply; and
(b)
rule 175(2) does not apply.
7.
Costs and taxation
If the petition for the winding up of a company has been presented before the
commencement date, then for determining whether a bill of costs, charges and
disbursements of a person employed by the Official Receiver or the liquidator is to
be taxed by the Registrar, the former rule 176 continues to
apply.
8.
Costs payable out of the assets
(1)
In relation to the priority of payments in respect of the winding up of a
company, subject to subsections (2) and (3), rule 179(1) applies
irrespective of when the winding up of the company commenced.
(2)
If the petition for the winding up of the company has been presented before
the commencement date, rule 179(1) applies as if “makes or concurs in
making the company’s statement of affairs” were substituted for “makes the
statement of affairs of the company or a supplementary affidavit in relation to
that statement”.
(3)
The new item in rule 179(1) does not apply in relation to any
expenses incurred by a member of a committee of inspection or the representative
of a member before the commencement date.
(4)
If the petition for the winding up of the company has been presented before
the commencement date, then in relation to the payments of bills or charges of
solicitors, managers, accountants, auctioneers, brokers, or other persons out of
the assets of the company, the former rule 179(2) continues to
apply.
9.
Requirements under former rule 200 with regard to applications under
section 204 of the Ordinance
If the winding up of a company has commenced before the commencement date, the
former rule 200 continues to apply in relation to an application made
under section 204 of the Ordinance in respect of that winding
up.
10.
Giving notice to creditors and contributories of intention to apply for release
by Form 98
In relation to an application for release under the former rule 189
by a liquidator appointed before the commencement date, the former Form 98 continues
to apply.
Appendix
Forms
|
Form
1
|
[rule 7] | |||
|
Form
of Summons
(General)
(Title)
|
||||
|
Let (a)
attend at on the day of19 , at o’clock in the noon on the hearing of an application of (b) for an order that (c) Dated the day of , 19 .
This summons was taken out by of Solicitors for To
|
(a) Name of Respondent.
(b) Name and description of applicant. (c) State object of
application.
|
|||
|
NOTE—If you do not attend, either in
person or by your solicitor, at the time and place
above-mentioned, such order will be made, and proceedings
taken as the court may think just and
expedient.
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
1A
|
[rule 3B] | |||||||||
|
Statutory Demand under Section
178(1)(a) or 327(4)(a)
of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32)
(Title)
|
||||||||||
|
Warning
|
||||||||||
|
•
|
This is an important document. This statutory
demand must be
dealt with within 3 weeks after its service on the company. If you
do not, a winding-up order may be made in respect of the company.
Please read this statutory demand and the notes carefully.
|
•
|
If the company has any doubt about its
position, the company should seek advice immediately
from a solicitor.
|
|||||||
|
•
|
Please also see the Notes for Creditor.
|
|||||||||
|
Demand
|
Notes for
Creditor
|
|||||||||
| To |
1.
|
If the creditor is entitled to the debt by
way
of assignment,
then, in addition to the date
of incurrence
of the debt, details of the original creditor and any intermediary
assignees should be given in Part B, including the date
of each assignment
to each of the assignees.
|
||||||||
|
(the
company)
|
||||||||||
| Address |
|
|||||||||
|
|
||||||||||
|
This statutory demand is served on the
company by the creditor—
|
||||||||||
| Name |
|
|||||||||
| Address |
|
|||||||||
|
|
||||||||||
|
The creditor claims that the company owes the
following debt—
|
2.
3.
|
The amount of the debt, and the consideration
for the debt (or if there is no such consideration, the way in which
the debt arises) should be given.
If the amount of the debt includes interest
not previously notified to the company as a liability of the
company, details should be given, including the grounds on which the
interest is charged.
|
||||||||
|
When
incurred (See Note 1) |
Description
of debt (See Notes 2, 3 & 5) |
Amount
due as at the date of this statutory demand (See Note 4) |
||||||||
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
4.
|
If the amount of the debt includes interest,
the amount of interest must be shown separately.
|
||||||||
| Amount of Debt $ |
|
|||||||||
|
The creditor
demands that the company do pay the above debt or secure or
compound for it to the creditor’s satisfaction.
|
5.
|
Any other charge accruing from time to time
may be claimed. The amount or rate of the charge must be identified
and the grounds on which it is claimed must be stated.
|
||||||||
|
6.
|
The amount of the debt claimed must be
limited to that which has accrued due as at the date of this
statutory demand.
|
|||||||||
|
7.
|
If a signatory is a solicitor or an agent
of the
creditor, the name
of the
firm
of the
solicitor or the name of the agent should be given.
|
|||||||||
| Signature |
|
|||||||||
| Name (BLOCK LETTERS) |
|
|||||||||
|
|
||||||||||
| Date |
|
|||||||||
|
*
|
I am authorized to make this statutory demand
on the creditor’s behalf.
|
|||||||||
|
*
|
Position with or relationship to
creditor
|
|
||||||||
|
|
||||||||||
| Address |
|
|||||||||
| Tel. No. |
|
|||||||||
| Ref. No. |
|
|||||||||
|
NB The person
making this statutory demand must complete the whole of this
statutory demand and Parts A and B.
|
||||||||||
|
*
|
Delete if signed by the creditor.
|
|||||||||
Part
A
|
The person or persons* whom the
company may contact regarding this statutory demand is/are—
|
||||||||||
| Name |
|
|||||||||
| Address |
|
|||||||||
|
|
||||||||||
|
|
||||||||||
| Tel. No. |
|
|||||||||
|
*
|
The person or persons must be an individual or individuals.
|
|||||||||
Part B
|
For completion if the creditor is entitled to
the debt by way of assignment
|
||||||||||
|
Name
|
Date of Assignment
|
|||||||||
|
Original creditor
|
||||||||||
|
Assignees
|
||||||||||
|
How to comply with
a statutory demand
|
||||||||||
|
If the company wishes to avoid a winding-up
petition being presented against it to the court, it must pay the
debt set out in this statutory demand within 3 weeks after the
service of this statutory demand on the company. Alternatively, the
company can attempt to come to a settlement with the creditor. To do
this, the company should—
|
||||||||||
|
•
|
immediately inform the person or persons (or
one of the persons) named in Part A that it is willing and able to
offer security for the debt to the creditor’s satisfaction; or
|
|||||||||
|
•
|
immediately inform the person or persons (or
one of the persons) named in Part A that it is willing and able to
compound for the debt to the creditor’s satisfaction.
|
|||||||||
|
If the company disputes this statutory demand
in whole or in part, it should—
|
||||||||||
|
•
|
immediately contact the person or persons (or
one of the persons) named in Part A; or
|
|||||||||
|
•
|
institute any legal proceedings that it
thinks fit to respond to this statutory demand (for example,
applying to the court for an injunction to restrain the creditor
from presenting a winding-up petition or from advertising it).
|
|||||||||
|
Remember: The
company has only 3 weeks after service of this statutory demand
to pay the debt. After the expiry of the 3-week period, the
creditor may present a winding-up petition against the
company.
|
||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
2
|
[rule 22] | ||
|
Petition
|
|||
| (Title) | |||
|
To the High Court of Hong Kong.
|
|||
|
The humble
petition of (a)showeth as follows—
|
(a) Insert full
name, title, etc., of petitioner.
|
||
|
1.TheCompany, Limited (hereinafter called the company), was in
the month of, incorporated under the *Companies
Ordinance 1865 (1 of 1865)/*Companies Ordinance 1911
(58 of 1911)/*Companies Ordinance
(Cap.
32)/*Companies
Ordinance (Cap. 622).
(*delete the inapplicable words) |
|||
|
2.The registered office of the company is at (b)
|
(b) State the
full address of the registered office so as sufficiently to show
where it is situate.
|
||
|
3.The share capital of the company is divided intoshares. The amount of the capital paid up or credited as
paid up is $
|
|||
|
4.The objects for which the company was established are as
follows—
|
|||
|
To
and other objects set
forth in the articles
of association
thereof.
[Here set out in
paragraphs the facts on which the petitioner relies, and
conclude as
follows]:—
Your petitioner therefore humbly prays as
follows—
|
|||
|
(1)That theCompany, Limited, may be wound up by the court under the provisions of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance (Cap. 32).
|
|||
|
(2) Or that such other order may be made in the premises as
shall be just.
|
|||
|
NOTE—(d) It is intended to serve this
petition on.
|
(d) This note
will be unnecessary if the Company is petitioner.
|
||
(L.N. 201 of 1984; 25 of 1998 s. 2; 28 of 2012 ss. 912 & 920; E.R. 1 of 2014; E.R. 1 of
2015; E.R. 6 of
2020)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
3
|
[rule 22] | ||
|
Petition
by
Unpaid
Creditor
on
Simple
Contract
(Title)
|
|||
|
Paragraphs 1, 2, 3, and 4 as in Form 2.
|
|||
|
5. The company is indebted to your petitioner in the sum of
$for (a)
|
(a) State consideration for the debt, with particulars so as to establish that the debt claimed is due. |
||
|
6. Your petitioner has made application to the company for
payment of his debt, but the company has failed and neglected to pay
the same or any part thereof.
7. The company is [insolvent and] unable to pay its
debts.
8. In the circumstances it is just and equitable that the
company should be wound up.
|
|||
|
Your petitioner, therefore, &c. [as in
Form 2].
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Form
3A
(Repealed 28 of 2012 ss. 912 & 920)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
4
|
[rule 24] | ||||
|
Advertisement
of
Petition
(Title)
|
|||||
|
Notice is
hereby given that a petition for the winding up of the above-named
company by the High Court of Hong Kong was, on theday of
, 19, presented to the said court by the said company [or, as the case may be]. And that said petition is directed to be heard before the court at.m. on theday of, 19; and any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same. |
|||||
|
Signed (b)
|
[Name] (c)
[Address] (c)
|
(b) To be
signed by the solicitor to the petitioner or by the petitioner
if he has no solicitor.
(c) The name
and address of the petitioner and the solicitor, if any, to the
petitioner should be stated.
|
|||
|
NOTE—Any person who intends to appear on
the hearing of the said petition must serve on or send by
post to the above-named, notice in writing of his intention
so to do. The notice must state the name and address of the
person, or, if a firm, the name and address of the firm, and
must be signed by the person or firm, or his or their
solicitor (if any), and must be served, or if posted, must
be sent by post in sufficient time to reach the above-named
not later than 6 o’clock in the afternoon of theof19.
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Form
4A
(Repealed 28 of 2012 ss. 912 & 920)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
5
|
[rule 25] | |
|
Affidavit
of
Service
of
Petition
on
Members,
Officers,
or
Servants,
&c.
(Title)
|
||
|
In the matter of a
petition dated
|
||
|
I,, of, make oath and say—
|
||
|
1.[In the case of service of petition on a company
by leaving it with a member, officer, or servant at the
registered office, or if no registered office at the principal
or last known principal place of business of the company.]
|
||
|
That I did
onday, theday of, 19 , serve the above-named company with the above-mentioned
petition by delivering to and leaving with [name and description] a
member (or officer) (or servant) of the said company a copy
of the
above-mentioned petition, duly sealed with the seal of the court, at
[office or place of business as aforesaid], before the
hour ofin thenoon.
|
||
|
2.[In the case of no member, officer, or servant of
the company being found at the registered office or place
of business.]
|
||
|
That I did
onday, theday of, 19, having failed to find any member, officer, or servant
of the above-named company at [here state registered office or
place of business], leave there a copy of the
above-mentioned petition, duly sealed with the seal of the court,
before the hour ofin thenoon [add with whom such sealed copy was left, or
where, e.g. affixed to door of offices, or placed in letter box,
or otherwise].
|
||
|
3.[In the case of directions by the court as to the
member, or members, officer, or servant of the company to be
served.]
|
||
|
That I did
onday, theday of, 19, serve [name or names and description] with a
copy of the above-mentioned petition, duly sealed with the seal of
the court, by delivering the same personally to the said, at [place] before the hour ofin thenoon.
4.The said petition is now produced and shown to me, marked
“A”.
Sworn at, &c.
|
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
6
|
[rule 25] | |
|
Affidavit
of
Service
of
Petition
on
Liquidator
(Title)
|
||
|
In the matter of a petition, dated, for winding up the above company [by] or [under the
supervision of] the court [as the case may
be]. |
||
|
I,, of, make oath and say— |
||
|
That I did onday,
theday of, 19, serve [name
and description] the liquidator of the above-named
company, with a copy of the above-mentioned petition, duly
sealed with seal of the court, by delivering the same personally
to the said at [place], before the hour ofin thenoon. |
||
|
The said
petition is now produced and shown to me, marked “A”.
Sworn at, &c.
|
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
7
|
[rule 26] | ||
|
Affidavit
Verifying
Petition
(Title)
|
|||
|
I,
A.B., of &c., make oath and say, that such of the
statements in the petition now produced and shown to me, and marked
with the letter “A”, as relate to (a) my own acts
and deeds are true, and such of the said statements as relate to the
acts and deeds of any other person or persons I believe to be true.
Sworn, &c.
|
(a) If the petition is by a firm, insert “the acts and deeds of my said firm”. |
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
8
|
[rule 26] | |
|
Affidavit
Verifying
Petition
of a
Limited
Company
(Title)
|
||
|
I,
A.B., of, &c., make oath and say as follows—
|
||
|
1.I am (a director) (the company secretary) of
Company, Limited, the petitioner in the above matter, and am duly authorized by the said petitioner to make this affidavit on its behalf. |
||
|
2.That such of the statements in the petition now produced
and shown to me marked with the letter “A”, as relate to the acts
and deeds of the said petitioner or to my own acts and deeds, are
true, and such of the statements in the said petition as relate to
the acts and deeds of any other corporation, person or persons, I
believe to be true.
Sworn, &c.
|
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
9
|
[rule 28] | |
|
Order
Appointing a
Provisional
Liquidator
after
Presentation
of
Petition,
and before
Order
to
Wind
Up
theday of, 20.
(Title)
|
||
|
Upon the
application, &c., and upon reading, &c., the court doth
hereby appoint the Official Receiver (or as may be) to be
provisional liquidator of the above-named company. And the court
doth hereby limit and restrict the powers
of the
said provisional liquidator to the following acts, that is to say
[describe the acts which the provisional liquidator is to be
authorized to do and the property of which he is to take
possession].
|
||
|
Note—As the Official Receiver or
provisional liquidator (
interviewer ) may require, it is the duty of a
person who is or may be liable to make the statement of
affairs of the company, or a supplementary affidavit in
relation to that statement, to attend on the interviewer
according to the day, time and place the interviewer
appoints and to give the interviewer all information that
the interviewer requires. |
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
10
|
[rule 30] | ||||
|
Notice
of
Intention
to
Appear
on
Petition
(Title)
|
|||||
|
Take
notice that A.B., of (a) a creditor for
$of (or
contributory holding (b)shares in) the above company intends to appear on the
hearing of the petition advertised to be heard on theday of, 19, and to support (or oppose) such petition.
|
(a) State full
name, or if a firm, the name of the firm and address.
(b) State
number and class of shares held.
|
||||
|
(Signed) (c)
|
(c) To be
signed by the person or his solicitor or agent.
|
||||
|
[Address]
|
|||||
|
To
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
11
|
[rule 31] | ||||||
|
List
of
Parties
Attending the Hearing of a
Petition
(Title)
|
|||||||
|
The
following are the names of those who have given notice of their
intention to attend the hearing of the petition herein, on
theday of, 19.
|
|||||||
|
Name
|
Address
|
Name
and
address of solicitor of party who has given notice |
Creditors.
Amount of debt |
Contributories.
Number of shares |
Opposing
|
Supporting
|
|
|
|
|
|
|
|
|
|
|
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
12
|
[rule 34] | |||
|
Notification
to
Official
Receiver
of
Winding-up
Order
(Title)
To the Official Receiver
(Address)
|
||||
|
Order pronounced this day by
[or, as the case may be] for winding
up the under-mentioned company under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance
(Cap.
32).
|
||||
|
Name
of
company |
Registered
office
of company |
Petitioner’s
solicitor |
Date
of
presentation
of petition |
|
|
|
|
|
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
13
|
[rule 34] | |||
|
Notification
to
Official
Receiver
of
Order
Pronounced for Appointment of
Provisional
Liquidator
prior to
Winding-up
Order
being
Made
(Title)
To the Official Receiver
(Address)
|
||||
|
Order pronounced this day
by [or, as the case may be] for the appointment of the Official Receiver (or, as the case may be, the name, address and description of the person appointed) as provisional liquidator prior to any winding-up order being made. |
||||
|
Name of
company |
Registered office
of company |
Petitioner’s
solicitor |
Date of presentation
of petition |
|
|
|
|
|
|
|
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
14
|
[rule 35] | |
|
Order for
Winding
Up by the
Court
day of, 20.
(Title)
|
||
|
Upon the
petition of the above-named company (or A.B., of &c., a
creditor (or contributory) of the above-named company), on
theday of, 20, preferred unto the court, and upon hearingfor the petitioner, andforand upon reading the said petition, an affidavit of (the
said petitioner), filed, &c., verifying the said petition, an
affidavit of L.M., filed theday of, 20, the Gazette of theday of, 20, thenewspaper of theday of(enter any other papers), each containing an
advertisement of the said petition (enter any other evidence), this
court doth order that the saidcompany
be wound up by this court under the provisions of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap.
32).
|
||
|
And it is
ordered that the costs ofof the said petition be taxed and paid out of the assets
of the said company.
|
||
|
Note—As the Official Receiver,
provisional liquidator or liquidator (
interviewer ) may require, it is the duty of a
person who is or may be liable to make the statement of
affairs of the company, or a supplementary affidavit in
relation to that statement, to attend on the interviewer
according to the day, time and place the interviewer
appoints and to give the interviewer all information that
the interviewer requires. |
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Form
15
(Repealed L.N. 201 of
1984)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Form 16
(Repealed 22 of 2023 s. 82)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
17
|
[rule 38] | |
|
Affidavit
by
Special
Manager
Verifying
Account
(Title)
|
||
|
I,,ofmake oath and say as follows—
|
||
|
1.The account hereunto annexed, marked with the letter “A”,
produced and shown to me at the time of swearing this my affidavit,
and purporting to be my account as special manager of the estate or
business of the above-named company, contains a true account of all
and every sums and sum of money received by me or by any other
person or persons by my order or to my knowledge or belief for my
use on account or in respect of the said estate or business.
|
||
|
2.The several sums of money mentioned in the said account
hereby verified to have been paid or allowed have been actually and
truly so paid and allowed for the several purposes in the said
account mentioned.
|
||
|
3.The said account is just and true in all and every items
and particulars therein contained, according to the best of my
knowledge and belief.
Sworn, &c.
|
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
18
|
[rule 109] | |||
|
Notice
to
Creditors
of
First
Meeting
(Title)
|
||||
|
(Under the
order for winding up the above-named company, dated theday of, 20.)
|
||||
|
Notice is
hereby given that the first meeting
of creditors
in the above matter will be held aton theday of20, ato’clock in thenoon.
|
||||
|
To entitle
you to vote thereat your proof must be lodged with me not later
thano’clock on theday of,
20.
|
||||
|
Forms of
proof and of general and special proxies are enclosed herewith.
Proxies to be used at the meeting must be lodged with me not later
thano’clock on theday of, 20.
|
||||
|
Address
|
||||
|
(The company’s statement of affairs
(a)
|
) |
(a) Here insert “has not been
lodged” or “has been lodged, and summary of the statement of
affairs and any supplementary affidavit in relation to that
statement is enclosed”.
|
||
| Note | ||||
|
At the
first meetings of the creditors and contributories they may
amongst other things—
1.By resolution determine whether
or not an application is to be made to the court to appoint a
liquidator in place of the provisional liquidator.
2.By resolution determine whether
or not an application shall be made to the court for the
appointment
of a
committee of inspection to act with the liquidator, and who are
to be the members of the committee if appointed.
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
19
|
[rule 109] | |||
|
Notice
to
Contributories
of
First
Meeting
(Title)
|
||||
|
Notice is
hereby given that the first meeting of the contributories in the
above matter will be held aton theday of, 20, ato’clock in thenoon.
|
||||
|
Forms of
general and special proxies are enclosed herewith. Proxies to be
used at the meeting must be lodged with me not later thano’clock on theday of, 20.
|
||||
|
Dated thisday of, 20.
|
||||
|
Address
|
||||
|
(The company’s statement of affairs
(a)
|
). |
(a) Here insert “has not been
lodged” or “has been lodged, and summary of the statement of
affairs and any supplementary affidavit in relation to that
statement is enclosed”.
|
||
| Note | ||||
|
At the
first meetings of creditors and contributories they may amongst
other things—
1.By resolution determine whether
or not an application shall be made to the court to appoint a
liquidator in place of the provisional liquidator.
2.By resolution determine whether
or not an application shall be made to the court for the
appointment
of a
committee of inspection to act with the liquidator, and who are
to be the members of the committee if appointed.
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
20
|
[rule 110] | ||
|
Notice
to
Directors
and
Officers
of
Company
to Attend
First
Meeting
of
Creditors
or
Contributories
(Title)
|
|||
|
Take
notice that the first meeting of creditors [or contributories] will
be held on theday of, 19, ato’clock at (a)and that you are required to attend thereat, and give
such information as the meeting may require.
|
(a) Here insert
place where meeting will be held.
|
||
|
Dated thisday of, 19.
|
|||
|
To (b)
|
(b) Insert name
of person required to attend.
|
||
|
NOTE—The failure of any director or
officer to attend will be reported to the
court.
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
21
|
[rule 123(2)] | ||||
|
Memorandum
of
Proceedings
at
Adjourned
First
Meeting
(No quorum)
(Title)
|
|||||
|
Beforeaton theday of, 19, ato’clock.
|
|||||
|
Memorandum—The adjourned meeting of
(a)in the above matter was held at the time and place
above-mentioned; but it appearing that there was not a quorum of
(a)qualified to vote present or represented, no resolution
was passed, and the meeting was not further adjourned.
|
(a) Insert “creditors” or
“contributories”, as the case may be.
|
||||
|
Chairman
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
22
|
[rule 130] | ||||
| List of Creditors(a) Present to be Used at Every Meeting (Title) |
(a) “or
contributories”.
|
||||
| Meeting held atthisday of, 19. | |||||
| Number | Names of creditors (a) present or represented | Amount of proof (b) |
(b) In case of contributories insert “number of shares” and “number of votes according to the regulations of the company”. |
||
| $ | ￠ | ||||
| 1 | |||||
| 2 | |||||
| 3 | |||||
| 4 | |||||
| 5 | |||||
| 6 | |||||
| 7 | |||||
| 7 | Total number of creditors (a)present or represented. | ||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Page 1
Form
23
Rule 39 of the Companies (Winding-up) Rules (Cap. 32 sub. leg. H)IN THE HIGH COURT OF HONG KONG COMPANIES
(WINDING-UP) NO. of
19 |
| In the matter of _________________________________________ | |||||||
| and | |||||||
| In the matter of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32). | |||||||
|
STATEMENT OF AFFAIRS on the ___________________ day
of _____________________ 19 _____ , the date of the Winding-up
Order (or such other date as the liquidator has for special
reasons directed).
|
|||||||
Notes |
|||||||
| (1) | Please complete this Statement of Affairs and such of the attached lists A, B, C, D, E, F, G, H, I and J as are applicable. If there is a dispute about any amount due to or by the wound-up company please specify this in the relevant list and supply details in a separate schedule which should be signed and attached as part of the Statement of Affairs. | ||||||
| (2) | Please do not insert figures in the shaded areas. | ||||||
|
|
|
|
|
|
|
|
|
|
I—AS REGARDS
CREDITORS
|
|||||||
|
List Reference
|
Particulars
|
Amount
$ |
Amount
$ |
||||
|
ASSETS
|
|||||||
|
A
|
(1)
|
Various assets
|
|||||
|
B
|
(2)
|
Debts due to the company
|
|||||
|
C
|
(3)
|
Excess value of assets pledged as security to creditors fully secured
|
|||||
|
D
|
(4)
|
Unpaid calls
|
|||||
|
(5)
|
Total Assets, i.e. total of items (1) to (4) above
|
||||||
|
LIABILITIES
|
|||||||
|
E
|
(6)
|
Claims and amounts due to employees and Government departments
|
|||||
|
F
|
(7)
|
Debenture holders
|
|||||
|
(8)
|
Subtotal, i.e. total of items (6) and (7) above
|
||||||
|
C
|
(9)
|
Secured creditors (net of security)—i.e. after deducting the amount
of the security
|
|||||
|
G
|
(10)
|
Unsecured creditors and other liabilities
|
|||||
|
H
|
(11)
|
Contingent liabilities
|
|||||
|
(12)
|
Subtotal, i.e. total of items (9) to (11) above
|
||||||
|
(13)
|
Total Liabilities, i.e. total of items (8) and (12) above
|
||||||
|
(14)
|
Estimated surplus/(deficiency) subject to cost of liquidation
carried forward to item (15) on page 2, i.e. total assets as
in item (5) less total liabilities as in item (13).
|
$
|
|||||
|
Page 2
|
|||||||||||
| II—AS REGARDS CONTRIBUTORIES | |||||||||||
|
List Reference
|
Particulars
|
Amount
$ |
Amount
$ |
||||||||
|
(15)
|
Estimated surplus/(deficiency) brought forward from page 1
|
||||||||||
|
CAPITAL ISSUED AND ALLOTTED, viz:—
|
|||||||||||
|
(16)
|
Ordinary Shares of $ __________ each at nominal value (only
applicable to shares with nominal value)
|
||||||||||
|
I
|
(17)
|
No. of Ordinary Shares issued as fully paid _________________
|
|||||||||
| (specify no. of shares) | |||||||||||
|
I
|
(18)
|
No. of Ordinary Shares issued as partially paid, i.e. amount called up for _____________________ shares at | |||||||||
| (specify no. of shares) | |||||||||||
| $ ____________________ per share | |||||||||||
| (19) |
Total for ordinary share capital fully paid and called up,
i.e. total of items (17) and (18) above
|
||||||||||
|
I
|
(20)
|
Any other type of shares or capital issued (give particulars)
|
|||||||||
|
(21)
|
Subtotal for item (20)
|
||||||||||
|
(22)
|
Total of items (19) and (21) above
|
||||||||||
|
(23)
|
TOTAL
SURPLUS/(DEFICIENCY) AS PER ITEM (15) OF THE DEFICIENCY ACCOUNT
IN LIST J i.e. item (15) less item (22)
|
$
|
|||||||||
|
AFFIDAVIT OR
AFFIRMATION
|
|||||||||||
|
Notes:
|
(1)
|
The Commissioner is particularly requested,
before swearing the Affidavit or making the Affirmation, to
ascertain that the full name, address and description of the
Deponent are stated, and to initial all crossings-out or other
alterations on the printed form. A deficiency in the
Affidavit/Affirmation in any of the above respects will entail its
refusal by the court, and will necessitate it being
re-sworn/re-affirmed.
|
|||||||||
|
(2)
|
Where the liquidator has directed any date
other than the date of the winding-up order, substitute such other
date.
|
||||||||||
|
(3)
|
An asterisk (*) signifies that the
inapplicable words should be
deleted.
|
||||||||||
|
I/We,
______________________________, of _____________________________
|
|||||||||||
| * make oath and say | that the foregoing Statement and the several Lists | ||||||||||
| *solemnly and sincerely affirm | |||||||||||
|
hereunto annexed marked___________________are, to the best of my/our
knowledge and belief, a full, true, and complete statement of
affairs of the above-named Company, on the ______________ day of
__________________________ 19_______, the date of the Winding-up
Order (see Note
2).
|
|||||||||||
|
*Sworn at/*Affirmed at ________________________ in Hong
Kong.
this ____________ day of _____________________ 19____. |
|||||||||||
|
Before
me.
A Commissioner, etc.
|
|
||||||||||
|
(Signature)
|
|||||||||||
|
LIST A
VARIOUS ASSETS
Full particulars of every description of assets not
included in any other lists should be specified in this list. If
the space allotted to items (a) to (h) below is not adequate,
please provide the requisite information by attaching additional
schedule(s) and completing item (j) below. |
|||||||||
|
Particulars
|
Estimated to
produce
$ |
||||||||
|
|
|
|
|
|
|
|
|
||
| (a) | Cash at bank (Please specify the name(s) of the bank(s) and all account numbers) |
|
|
||||||
|
|
|
||||||||
|
|
|
||||||||
|
|
|
||||||||
| (b) | Cash in hand |
|
|
||||||
| (c) | Stock in trade | Cost $ |
|
|
|||||
| (d) | Plant and machinery | Cost $ |
|
|
|||||
| (e) | Investment in stocks or shares, etc. (Please provide details) |
Cost $ |
|
|
|||||
|
|
|
||||||||
|
|
|
||||||||
|
|
|
||||||||
| (f) | Land and buildings | Cost $ |
|
|
|||||
| (g) | Security held by the company in respect of loans granted to
others (Please provide details) |
|
|
||||||
|
|
|
||||||||
|
|
|
||||||||
| (h) | Any other assets (Please provide details) |
|
|
||||||
|
|
|
||||||||
| (i) | Total (show the total under “Assets” on page 1 of the Statement of Affairs) | $ |
|
||||||
| (j) | * | additional schedule(s) are attached/*No additional schedule(s) | |||||||
| (specify no.) | |||||||||
| are attached. | |||||||||
|
Dated this day of 19 . (Signature) (*delete the
inapplicable words)
|
|||||||||
|
Page 1
LIST
BDEBTS DUE TO THE
COMPANY
|
|||||||||
|
Show the total of column (vi) of $
................................ under “Assets” on page 1 of
the Statement of
Affairs |
|||||||||
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
(vii)
|
(viii)
|
||
|
No.
|
Name of debtor
|
Address
|
Amount
of debt |
Date when contracted
|
Estimated to produce
|
Folio of ledger
or other book where particulars to be found |
Nature of debt and particulars of any securities held
for debt |
||
| $ | $ | ||||||||
|
1.
|
|||||||||
|
2.
|
|||||||||
|
3.
|
|||||||||
|
4.
|
|||||||||
|
5.
|
|||||||||
|
6.
|
|||||||||
|
7.
|
|||||||||
|
8.
|
|||||||||
|
9.
|
|||||||||
|
10.
|
|||||||||
|
11.
|
|||||||||
|
12.
|
|||||||||
|
13.
|
|||||||||
|
14.
|
|||||||||
|
15.
|
|||||||||
| Dated thisday of19. | (Signature) | ||||||||
| Notes: | (1) | If the company is also indebted to any of the above-mentioned debtor(s), please specify in column (iii) both the amount of the company’s debt due to the debtor and the amount due from the debtor. The net amount due to the company by the debtor should be inserted in columns (iv) and (vi). If, however, the amount owed by the company to the “debtor” is greater than the amount that the debtor owes the company, do not insert any amount in this list but use List G for the purpose. | |||||||
| (2) | To substantiate the amount of debt, copies of the relevant source documents should be attached. | ||||||||
|
LIST B
(CONTINUED)DEBTS DUE TO THE
COMPANY
|
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
(vii)
|
(viii)
|
||
|
No.
|
Name of debtor
|
Address
|
Amount of debt
|
Date when contracted
|
Estimated to produce
|
Folio of ledger or other book where particulars to
be found |
Nature of debt and particulars of any securities held
for
debt |
||
| $ | $ | ||||||||
| Dated thisday of19. | (Signature) | ||||||||
|
LIST
CSECURED CREDITORS
(either fully or partly secured but
excluding debenture holders for whom List F should be
used) /EXCESS VALUE OF ASSETS PLEDGED AS
SECURITY TO
CREDITORS
|
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
(vii)
|
(viii)
|
(ix)
|
(x)
|
|
No.
|
Name of creditor
or claimant
|
Address
|
Amount owed to
creditor
|
Date when
contracted
|
Particulars of
the asset being held or claimed or pledged
as security |
Date when
security given
|
Estimated value
of the asset in column (vi)
|
Estimated excess
i.e. (viii) less (iv)
|
Net indebtedness
i.e. (iv) less (viii)
|
|
$
|
$
|
$
|
$
|
||||||
|
1.
|
|||||||||
|
2.
|
|||||||||
|
3.
|
|||||||||
|
4.
|
|||||||||
|
5.
|
|||||||||
|
6.
|
|||||||||
|
7.
|
|||||||||
|
8.
|
|||||||||
|
9.
|
|||||||||
|
10.
|
|||||||||
|
11.
|
|||||||||
|
12.
|
|||||||||
|
13.
|
|||||||||
|
14.
|
|||||||||
|
15.
|
|||||||||
|
Total amount owed to creditors, i.e. total of column (iv)
|
Total value of security, i.e. total of column (viii)
|
||||||||
|
Show the total of
column (ix) under “Assets” at item (3) on page 1 of the
Statement of Affairs
|
|||||||||
|
Show the total of
column (x) under “Liabilities” at item (9) on page 1 of the
Statement of Affairs
|
|||||||||
|
|
Dated this day of 19 .
|
(Signature)
|
|||||||
|
Note:
|
If the amount due to the fully-secured creditor (as stated in column
(iv) above) is the same as the estimated value of security (as
stated in column (viii) above), please specify a “Nil” amount in
columns (ix) and (x). If any estimated surplus from security as
reflected in column (ix) above is further pledged to any other
creditor as partial security, that surplus should be deleted from
column (ix) and shown in column (viii) for that other creditor
instead. Such surplus should then be deducted from the relevant
amount due to that other creditor before extending the amount to
either column (ix) or (x), whichever is appropriate.
|
||||||||
|
LIST
DUNPAID CALLS (i.e. amount called up but not yet paid
by the
shareholder)
|
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
(vii)
|
(viii)
|
|
No.
|
No. in share
register
|
Name of
Shareholder
|
Address
|
No. of shares
held
|
Amount of call
per share unpaid
|
Total amount due
i.e. (vi) multiplied by (v)
|
Estimated to
realize
|
|
$
|
$
|
$
|
|||||
|
1.
|
|||||||
|
2.
|
|||||||
|
3.
|
|||||||
|
4.
|
|||||||
|
5.
|
|||||||
|
6.
|
|||||||
|
7.
|
|||||||
|
8.
|
|||||||
|
9.
|
|||||||
|
10.
|
|||||||
|
11.
|
|||||||
|
12.
|
|||||||
|
13.
|
|||||||
|
14.
|
|||||||
|
15.
|
|||||||
|
Totals (show the
total of column (viii) under “Assets” on page 1 of the Statement
of Affairs)
|
$
|
||||||
|
|
Dated this day of 19 .
|
(Signature)
|
|
||||
|
LIST
ECLAIMS AND AMOUNTS DUE TO
EMPLOYEES AND GOVERNMENT DEPARTMENTS (e.g. Wages, Rates, Taxes,
etc.)
|
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
(vii)
|
|
No.
|
Name of creditor
or claimant
|
Address
|
Nature of
claim
|
Period during
which claim accrued
|
Due date for
payment
|
Amount of
claim
$ |
|
1.
|
||||||
|
2.
|
||||||
|
3.
|
||||||
|
4.
|
||||||
|
5.
|
||||||
|
6.
|
||||||
|
7.
|
||||||
|
8.
|
||||||
|
9.
|
||||||
|
10.
|
||||||
|
11.
|
||||||
|
12.
|
||||||
|
13.
|
||||||
|
14.
|
||||||
|
15.
|
||||||
|
Show the total of
column (vii) under “Liabilities” on page 1 of the Statement of
Affairs
|
$
|
|||||
|
|
Dated
thisday
of19.
|
(Signature)
|
||||
|
LIST
FDEBENTURE HOLDERS (excluding Secured Creditors for
whom List C should be
used)Should there be more than one issue
of debentures, separate list must be provided of holders
of each issue of
debenture.
|
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
|
|
No.
|
Date of
debenture
|
Name of debenture
holder
|
Address
|
Amount
$ |
Description of
assets over which security extends
|
|
|
1.
|
||||||
|
2.
|
||||||
|
3.
|
||||||
|
4.
|
||||||
|
5.
|
||||||
|
6.
|
||||||
|
7.
|
||||||
|
8.
|
||||||
|
9.
|
||||||
|
10.
|
||||||
|
11.
|
||||||
|
12.
|
||||||
|
13.
|
||||||
|
14.
|
||||||
|
15.
|
||||||
|
Show the total of
column (v) under “Liabilities” on page 1 of the Statement of
Affairs
|
$
|
|||||
|
Dated thisday of19.
|
(Signature)
|
|||||
|
Page 1
|
||||||||
|
LIST
GUNSECURED CREDITORS AND
OTHER
LIABILITIES
|
||||||||
|
Show the total of column (iv) of $
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. under “Liabilities” on page 1
of the Statement of
Affairs |
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
|||
|
No.
|
Name of
creditor
or claimant
|
Address
|
Amount
$ |
Date when
contracted
|
Consideration and
the nature of liability
|
|||
|
1.
|
||||||||
|
2.
|
||||||||
|
3.
|
||||||||
|
4.
|
||||||||
|
5.
|
||||||||
|
6.
|
||||||||
|
7.
|
||||||||
|
8.
|
||||||||
|
9.
|
||||||||
|
10.
|
||||||||
|
11.
|
||||||||
|
12.
|
||||||||
|
13.
|
||||||||
|
14.
|
||||||||
|
15.
|
||||||||
|
Dated thisday of19.
|
(Signature) |
|||||||
| Notes: |
(1) If any creditor is also indebted to
the company, please specify in column (iii) both the amount due
to the creditor and the amount owed by the creditor. The net
amount due by the company to the creditors should be inserted in
column (iv). If however, the amount owed to the company by the
“creditor” is more than the amount that the company owes the
creditor, do not insert any amount in this list but use List
B for the purpose. |
|||||||
|
(2) The particulars of any bills of
exchange and promissory notes held by a creditor should be
inserted immediately below the name of such creditor. |
||||||||
|
(3) The names of any creditors who are
also contributories, or alleged to be contributories, of the
company must be shown separately and described as such at the
end of the list. |
||||||||
|
LIST G (CONTINUED)
UNSECURED CREDITORS AND OTHER
LIABILITIES
|
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
|||
|
No.
|
Name of creditor
or
claimant
|
Address
|
Amount
$ |
Date when
contracted
|
Consideration and
the nature of liability
|
|||
|
Dated thisday of19.
|
(Signature) | |||||||
|
LIST
HCONTINGENT LIABILITIES
|
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
||
|
No.
|
Name of creditor
or claimant
|
Address
|
Amount
$ |
Date when
contracted
|
Consideration and
the nature of liability
|
||
|
1.
|
|||||||
|
2.
|
|||||||
|
3.
|
|||||||
|
4.
|
|||||||
|
5.
|
|||||||
|
6.
|
|||||||
|
7.
|
|||||||
|
8.
|
|||||||
|
9.
|
|||||||
|
10.
|
|||||||
|
11.
|
|||||||
|
12.
|
|||||||
|
13.
|
|||||||
|
14.
|
|||||||
|
15.
|
|||||||
|
Show the total of
column (iv) under “Liabilities” on
page
1
of the Statement of Affairs |
$
|
||||||
|
Dated thisday of19.
|
(Signature)
|
||||||
|
LIST
ILIST
OF
SHAREHOLDERS
|
||||||||||
| Type of Shares | —* | Ordinary Shares of $ _____ each at nominal value (only applicable to shares with nominal value) | ||||||||
| (*delete whichever | —* | Preference Shares of $ _____ each at ____ % nominal value (only applicable to shares with nominal value) | ||||||||
| is inapplicable) | —* | Others (please specify) ___________________________________________________ | ||||||||
|
(i)
|
(ii)
|
(iii)
|
(iv)
|
(v)
|
(vi)
|
(vii)
|
(viii)
|
|||
|
No.
|
No. in share
register
|
Name of
shareholder
|
Address
|
No. of shares
held
|
Amount per share
fully paid/called up
|
Total amount i.e.
(vi) multiplied by (v)
|
Total amount not
called up
(if any) |
|||
|
Fully
paid
|
Called
up |
|||||||||
|
$
|
$
|
$
|
$
|
|||||||
|
1.
|
||||||||||
|
2.
|
||||||||||
|
3.
|
||||||||||
|
4.
|
||||||||||
|
5.
|
||||||||||
|
6.
|
||||||||||
|
7.
|
||||||||||
|
8.
|
||||||||||
|
9.
|
||||||||||
|
10.
|
||||||||||
|
11.
|
||||||||||
|
12.
|
||||||||||
|
13.
|
||||||||||
|
14.
|
||||||||||
|
15.
|
||||||||||
|
Totals (show the
totals of column (vii) under “Capital Issued and Allotted”
on
page 2 of the Statement of Affairs) |
$
|
|||||||||
|
Dated thisday of19.
|
(Signature)
|
|||||||||
|
Note:
|
Separate list(s) should be used to provide a list of shareholders for
each type of share capital, i.e. use separate list(s) for ordinary
shareholders, preference shareholders, etc.
|
|||||||||
|
Page 1
|
|||||||||
|
LIST
JDEFICIENCY
ACCOUNT
|
|||||||||
|
$
|
|||||||||
| (1) | Excess/(Deficiency) of Assets over Capital and Liabilities as per the company’s latest audited balance sheet as at | ||||||||
| (This and the previous balance sheet to be annexed or handed to Official Receiver) | |||||||||
| (2) | Gross profit (loss) arising from carrying on business from the date mentioned in (1) above or date of incorporation (whichever is the later) to date of winding-up order (as per Trading Account annexed) | ||||||||
| (3) | Receipts, if any, during the same period as per item (2) from the following sources (see note):— | ||||||||
|
$
|
|||||||||
|
(a) Interest on loans |
|||||||||
|
(b) Interest on deposits |
|||||||||
|
(c) Other receipts (please specify) |
|||||||||
|
(d) Amounts paid on shares issued and subsequently forfeited
(as per list annexed) |
|||||||||
|
(4)
|
|||||||||
|
(5)
|
Total of items (1), (2) and (4)
|
||||||||
| LESS | |||||||||
|
(6)
|
Expenditure incurred and
payments, if any, during the same period as per item (2):—
|
||||||||
|
(i)
|
(ii)
|
(iii)
|
|||||||
|
Amount paid
|
Amount
outstanding at date of winding-up order
|
Total
i.e. (i) + (ii) |
|||||||
|
$
|
$
|
$
|
|||||||
|
(a) Salaries |
|||||||||
|
(b) Wages not charged in Trading Account |
|||||||||
|
(c) Rent |
|||||||||
|
(d) Rates and taxes |
|||||||||
|
(e) Legal costs |
|||||||||
|
(f) Commission |
|||||||||
|
(g) Interest on loans |
|||||||||
|
(h) Interest on debentures |
|||||||||
|
(i) Miscellaneous expenditure (as per details annexed)
|
|||||||||
|
(j) Directors’ fees |
|||||||||
|
(k) Dividends declared during same period |
|||||||||
| (7) | Subtotal of items (6)(a) to (6)(k) above | ||||||||
|
(8)
|
Amount carried forward to item (9) on next page, i.e. item (5) less
item (7) |
$
|
|||||||
|
Page 2
|
||||||
|
LIST
JDEFICIENCY ACCOUNT
(CONTINUED)
|
||||||
|
$
|
||||||
| (9) | Amount brought forward from previous page | |||||
| (10) | Losses and depreciation, if any, written off in the company’s books during the same period as per item (2) (see note):— | |||||
|
$
|
||||||
|
(a)
|
Bad debts
|
|||||
|
(b)
|
Losses on investments
|
|||||
|
(c)
|
Depreciation of property
|
|||||
|
(d)
|
Preliminary expenses written off
|
|||||
|
(e)
|
Others (please specify)
|
|||||
|
(11)
|
||||||
|
(12)
|
Losses and depreciation not written off in company’s books, now
written off in the Statement of Affairs (see
note):—
|
|||||
|
$
|
||||||
|
(a)
|
Bad debts
|
|||||
|
(b)
|
Losses on investments
|
|||||
|
(c)
|
Depreciation of property
|
|||||
|
(d)
|
Preliminary expenses written off
|
|||||
|
(e)
|
Others (please specify)
|
|||||
|
(13)
|
||||||
|
(14)
|
Total of items (11) and (13)
|
|||||
|
(15)
|
SURPLUS/(DEFICIENCY) AS PER ITEM (23) IN PART II OF THE STATEMENT
OF AFFAIRS i.e. item (9) less item (14)
|
$
|
||||
|
|
||||||
|
Note: Where particulars are numerous they should be inserted in a
separate schedule.
|
||||||
|
Dated this day of 19 .
|
(Signature)
|
|||||
(L.N. 24 of 1995; 25 of 1998 s. 2; 46 of 2000 s. 40; 28 of 2012 ss. 912 & 920 and E.R. 1 of
2014; E.R. 6 of
2020)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
24
|
[rule 45] | ||||||||
|
Report
of
Result
of
Meeting
of
Creditors
or
Contributories
|
|||||||||
|
In the matter, &c. |
|||||||||
|
I, A.B., the
Official Receiver of the court [or as the case may
be] chairman of a meeting of the creditors [or contributories]
of the above-named company summoned by advertisement [or notice] dated
the day of , 19 , and held on the day of 19 , at , in the , do hereby report to the court the result of such meeting as follows— |
|||||||||
|
The said meeting was attended, either personally or by
proxy, by creditors whose
proofs of debt against the said company were admitted for voting
purposes, amounting in the whole to the value of $ [or by contributories, holding in the
whole shares in the said
company, and entitled respectively by the regulations of the
company to the number of votes hereinafter mentioned]. |
|||||||||
|
The question submitted to the said meeting was, whether the
creditors [or
contributories] of the said company wished that [here state proposal
submitted to the meeting]. |
|||||||||
|
The said meeting was unanimously of opinion that the said proposal should [or should not] be
adopted; [or the result of the voting upon such question was as
follows:] (a) |
(a) Here set out the majorities by
which the respective resolutions were carried.
|
||||||||
|
Resolutions at meetings
|
Voting on resolutions
|
||||||||
|
For
|
Against
|
||||||||
|
No.
|
Amount
|
No.
|
Amount
|
||||||
|
(State the substance of any resolutions
passed and give names of committee of inspection (if any), and
amount of their proofs if creditors or shares if
contributories).
CREDITORS—
|
|||||||||
|
No.
|
Shares
|
Votes
|
No.
|
Shares
|
Votes
|
||||
|
CONTRIBUTORIES—
|
|||||||||
|
Dated
this day of , 19 .
|
|||||||||
|
(Signed)
|
H.T.
|
||||||||
|
Chairman
|
|||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
25
|
[rule 45] | |||
|
Order
Appointing
Liquidator
(Title)
|
||||
|
the day
of .
|
||||
|
Upon the application of the provisional liquidator of the
above-named company, by summons dated and upon hearing the applicant in person and upon reading the order to wind up the said company dated , and the reports of the provisional liquidator of the results of the meetings of creditors and contributories made to the court and respectively dated the (a)[, and the affidavit of as to the fitness of the liquidator hereinafter named filed ]. It is ordered that of be appointed liquidator of the above-named company. |
(a) To be inserted only if such affidavit is required. |
|||
|
(b) It is also ordered that the following persons
be appointed a committee of inspection to act with the said
liquidator, namely— |
(b) To be struck out if no committee
of inspection appointed.
|
|||
|
And it is ordered that the said liquidator do within 7 days
from the date of this order give security to the satisfaction of
the provisional liquidator as provided by the Companies
(Winding-up) Rules (Cap. 32 sub. leg.
H). |
||||
|
And notice of this order is to be
published
in the
(c). |
(c)
State
the
medium.
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
26
|
[rule 47] | |||
|
Certificate
that
Liquidator
or
Special
Manager
has
Given
Security
(Title)
|
||||
|
This is to certify that A.B., of , who was on the day of , 19 , appointed
liquidator [or
special manager] of the above-named company, has duly given
security to the satisfaction of the Official Receiver.
|
||||
|
Dated this day of , 19 . |
||||
|
(Signed)
|
J.S.
|
|||
|
Official Receiver
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
27
|
[rule 45] | ||
|
Advertisement
of
Appointment
of
Liquidator
|
|||
|
In the matter of ,
Limited. |
|||
|
By order of the , dated
the day of 19Mr. of has been appointed liquidator of the above-named company with [or without] a committee of inspection. |
|||
|
Dated this day of , 19 . |
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Form
28
(Repealed 28 of 2003 s. 126)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
29
|
[rule 52] | ||||
|
Order Directing
Public Examination
(Title)
|
|||||
|
[On reading the reports of the [Official
Receiver/liquidator]* in the above matter, dated
respectively the day of , 20 , and the day
of , 20 /On the application of the
[Official Receiver/liquidator]* on the day of , 20
in the above matter]*, and : |
|||||
|
It is ordered that the persons whose names and addresses
are set out in the Schedule do attend before the
court, on a day and at a place to be appointed, and be publicly
examined as to— |
|||||
|
(a)
|
the promotion, formation or management of the above-named
company;
|
||||
|
(b)
|
the conduct of the business and affairs of the company; and
|
||||
|
(c)
|
their conduct or dealings in relation to the company.
|
||||
|
* Delete where not applicable. |
|||||
|
The Schedule referred to
|
|||||
|
Name
|
Address
|
Connexion with
the
company |
|||
|
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form 30
|
[rule 54] | |
|
Order Appointing
Time for Public Examination
(Title)
|
||
|
Whereas by the order of this court dated theday of, 20, [state name and address of person to be examined] was directed to attend before the court and be publicly examined: |
||
|
On the application of the [Official Receiver/liquidator]*
in the above matter, it is ordered that the public examination
of the above-namedbe held on
theday of, 20, at[a.m./p.m.]*,
at [state place to be attended at]. |
||
|
And it is ordered that the above-named do attend before the court according to the above-mentioned day, time and place and at any adjournment of the examination. |
||
|
Dated this day of , 20 . * Delete where not
applicable.
|
||
|
Note to the above-named
—Notice
is hereby given that if you fail, without reasonable
excuse, to attend before the court according to the
above-mentioned day, time and place, or at any
adjournment of the examination, you will be liable to be
committed to prison without further notice. In addition,
if you commit perjury during your examination, you will
be liable on conviction to a fine and imprisonment for 7
years. |
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form 31
|
[rule 54] | |||
|
Notice to Attend
Public Examination
(Title)
|
||||
|
Whereas by an order of the court, made on theday of, 20, it was ordered that you,, should attend before the court,
on a day and at a place to be appointed, and be publicly
examined as to— |
||||
|
(a)
|
the promotion, formation or management of the above-named
company;
|
|||
|
(b)
|
the conduct of the business and affairs of the company; and
|
|||
|
(c)
|
your conduct or dealings in relation to the company:
|
|||
|
And whereas theday of,
20, at[a.m./p.m.]*, at [state place to be attended at] has been appointed as the day, time and place for holding the examination: |
||||
|
Notice is hereby given that you are required to attend
before the court according to the above-mentioned day, time and
place, and at any adjournment of the examination, and you are
advised to bring with you all books, papers, and writing and
other documents in your custody or power in any way relating to
the company or the promotion, formation, trade, dealings,
affairs or property of the company. |
||||
|
And take notice that if you fail, without reasonable
excuse, to attend before the court according to the
above-mentioned day, time and place, or at any adjournment of
the examination, you will be liable to be committed to prison
without further notice. In addition, if you commit perjury
during your examination, you will be liable on conviction to a
fine and imprisonment for 7 years. |
||||
|
Dated thisday of, 20 .
|
||||
|
To
|
||||
|
Official Receiver/liquidator*
|
||||
|
* Delete where not
applicable.
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
32
|
[rule 60] | ||
|
Application
for
Appointment
of
Shorthand
Writer
to Take down Notes
of
Public
Examination
and Order
thereon
(Title)
|
|||
|
Ex parte the
Official Receiver or liquidator, as the case may be. |
|||
|
I, the Official Receiver
or liquidator, as the case may be, herein, do hereby, pursuant
to rule 60 of the Companies (Winding-up) Rules (Cap. 32 sub. leg. H), apply to the
court for an order for the appointment of of to take down in shorthand the notes of examination of at their public examination, the costs of taking such notes, and of making a transcript thereof, to be paid in accordance with rule 60.
|
|||
|
Dated this day of , 19 .
|
|||
|
Official Receiver
or liquidator, as the case may be
|
|||
|
Before
Upon the application of the Official Receiver or
liquidator, as the case may be, the court hereby
appoints ofto take down in shorthand the notes of examination of the persons mentioned in the above application at their public examination, or at any adjournment thereof pursuant to rule 60 of the Companies (Winding-up) Rules (Cap. 32 sub. leg. H), the costs of taking such notes, and of making a transcript thereof, to be paid in accordance with rule 60.
|
|||
|
Dated this day of , 19 .
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
33
|
[rule 60] | ||||
|
Declaration
by
Shorthand
Writer
(Title)
|
|||||
|
Before
|
|||||
|
I, , of , the shorthand writer appointed
by this court to take down the examination of , do solemnly and sincerely
declare that I will truly and faithfully take down the questions
and answers put to and given by the said in this matter, and will deliver true and faithful
transcripts thereof as the court may direct. |
|||||
|
Dated this day of , 19 .
[Declared before me at the time and place
above-mentioned.] |
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
34
|
[rule 57] | ||||
|
Notes
of
Public Examination
where
a
Shorthand
Writer is
Appointed
(Title)
|
|||||
|
Public
examination of
(a)
|
(a) Mr.
an officer [or as the case may be] of the above-named company. |
||||
|
Before
|
at the court
|
||||
|
this day of 19 .
|
|||||
|
The above-named , being
sworn and examined at the time and place above-mentioned, upon
the several questions following being put and propounded to him,
gave the several answers thereto respectively following each
question, that is say:— A.
These are the notes of the public examination referred to
in the memorandum of public examination of , taken before me this day of 19 . |
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
35
|
[rule 57] | ||||
|
Notes
of
Public
Examination
where
a
Shorthand Writer is not Appointed (Title)
|
|||||
|
Public
examination of (a)
|
(a) Mr. an officer [or as the case
may be] of the above-named company.
|
||||
|
Before
|
at the court
|
||||
|
Dated
this day
of 19 .
|
|||||
|
The above-named , being
sworn and examined at the time and place above-mentioned, upon
his oath saith as follows— A.
These are the notes of the public examination referred to
in the memorandum of public examination of , taken before me this day of 19 . |
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
36
|
[rule 61] | |||||
|
Report
to
the
Court
where
Person
Examined Refuses to Answer to Satisfaction
of
Registrar
or
Officer
(Title)
|
||||||
|
At the examination of (a) held before me this day of , 19 , the
following question was [allowed by me to be] put to the said
[ ]. |
(a) e.g. A.B., a person
ordered to attend for examination.
|
|||||
|
Q. (b)
|
(b) Here state question.
|
|||||
|
The (c)
|
refused to answer the said question.
|
(c) Witness.
|
||||
|
(or) The (c)answered the said question as follows:—
|
||||||
|
A. (d)
|
(d) Here insert answers (if
any).
|
|||||
|
I thereupon named the day
of , 19 , at as the time and place for such [refusal to] answer to be reported to the Hon. Mr. Justice [or His Honour Mr. Justice ].
Dated this day of , 19 . |
||||||
|
Registrar
[or as the case may
be]
|
||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Form
37
(Repealed 14 of 2016 s. 173)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
38
|
[rule 56] | ||||
|
Warrant
against
Person
who Fails to Attend
Examination
(Title)
|
|||||
|
To the bailiff of our said court, and to each and all the
police officers of Hong Kong and to the Commissioner of
Correctional Services. |
|||||
|
WHEREAS by an order of this court, made on the day of , 20 , (a) was ordered to attend before the court, on a day and at a place to be appointed, and be publicly examined. |
(a) Name of person required to attend. |
||||
|
AND WHEREAS by evidence taken upon oath, it hath been made
to appear to the satisfaction of the court that the day of , 20 , at a.m./p.m. at the High Court of Hong Kong was appointed as the day, time and place for holding the said examination, and that notice of the said order and of the said day, time and place so appointed was duly served upon the said (a) |
|||||
|
(AND WHEREAS the said (a) did without good cause fail to
attend on the said day
of , 20 , for the purpose of being examined, according to the requirements of the said order of this court made on the day of , 20 , directing him so to attend.) (or, and that the said (a) has absconded (or, and that there is good reason to believe that the said (a) is about to abscond) with a view to avoiding examination under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)). |
|||||
|
THESE ARE THEREFORE to require you the said bailiff and
police officers to take the said (a)and to deliver him to the
Commissioner of Correctional Services, and you the said
Commissioner of Correctional Services to receive the said (a) and him safely keep in prison
until such time as this Court may order.
|
|||||
|
Dated the day of , 20 .
|
|||||
|
Registrar
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
38A
|
[rule 56] | |||
|
Order
for
Warrant
of
Arrest
of Person who has Failed to
Attend
Public
Examination
(Title)
|
||||
|
Upon the application of S.W. the Official Receiver or
Liquidator of the above-named company, as the case may be by
summons dated the day
of , 20 , and upon hearing the applicant
in person and upon reading the order to wind up the said company
dated the order dated
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. and the affidavit of C.D. filed .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. and the exhibits therein
referred to and by which said affidavit it has been made to
appear to the court that by the said order dated A.B. was directed
to attend before the court, on a day and at a place to be
appointed, and be publicly examined as to the matters referred
to in the said order and that the .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. day of .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. , at
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. a.m./p.m. at the High
Court of Hong Kong, were appointed as the day, time and place
for holding the said examination and it has also been duly
proved by the said affidavit of C.D. that the said
order dated the .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. and the
notice to attend such examination on the .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. at .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. a.m./p.m. respectively had been duly served upon
the said A.B. and it
appearing that the said A.B. without good cause failed to attend on the .................................................................................................................................................................................................................................................................................................................................................................................................................................................................. in pursuance of the said order
of the (date). IT IS ORDERED that a warrant do issue for the
arrest of the said A.B. |
||||
|
Dated the day of , 20 .
|
||||
|
Registrar
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form 38B
|
[rule 58B(1)] | |
|
Order under
Section 286B of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap.
32)
(Title)
|
||
|
[On the application of the [Official Receiver/provisional
liquidator/liquidator]* on theday of, 20in the above
matter:]# |
||
|
It is ordered
that [state name and address of person to be examined] do attend before the court [on a day and at a place to be appointed/on theday of, 20, at[a.m./p.m.]*, at [state place to be attended at]]*, and at any adjournment of the examination, and be examined as to the promotion, formation, trade, dealings, affairs or property of the above-named company. And the above-namedis required to produce the documents mentioned in the Schedule, and all other books and papers in the custody or power of the above-namedthat are in any way relating to the company or the promotion, formation, trade, dealings, affairs or property of the company. |
||
|
[Revise the heading and paragraphs above as appropriate
for any other requirements, e.g. submission of
affidavits.] |
||
|
Dated this day
of , 20 .
|
||
|
* Delete where not
applicable.
|
||
|
#
Delete if no
application made.
|
||
|
Note to the
above-named—Notice is hereby given that if you
fail, without lawful impediment, to attend before the
court according to the above-mentioned day, time and
place, or at any adjournment of the examination, the
court may, by warrant, cause you to be apprehended and
brought before the court. In addition, if you commit
perjury during your examination, you will be liable on
conviction to a fine and imprisonment for 7
years.
The Schedule
above referred to
|
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| Form 38C | [rule 58B(3)(a)] | |||||
|
Notice to Attend
Examination under Section 286C of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance (Cap. 32)
(Title)
|
||||||
|
Whereas by an order of the court,
made on theday of, 20in the above matter,
it was ordered that you,,
should attend before the court [on a day and at a place to be
appointed/on theday of, 20, at[a.m./p.m.]*,
at[state place to be
attended at]]*, and at any adjournment of the
examination, and be examined as to the promotion, formation,
trade, dealings, affairs or property of the above-named
company: |
||||||
|
[And whereas theday of, 20,
at[a.m./p.m.]*, at[state place to be attended
at] has been appointed as the day, time and place for
holding the examination:]# |
||||||
|
Notice is hereby given that you are required to attend
before the court according to the above-mentioned day, time and
place, and at any adjournment of the examination. |
||||||
|
And take notice that if you fail, without lawful
impediment, to attend before the court according to the
above-mentioned day, time and place, or at any adjournment of
the examination, the court may, by warrant, cause you to be
apprehended and brought before the court. In addition, if you
commit perjury during your examination, you will be liable on
conviction to a fine and imprisonment for 7 years. |
||||||
|
Dated thisday of, 20.
To
|
||||||
|
Official
Receiver/provisional
liquidator/liquidator*
|
||||||
|
* Delete where not
applicable.
#
Delete if day,
time and place already specified above.
|
||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
39
|
[rule 63] | ||||
|
Disclaimer
(Title)
|
|||||
|
Pursuant to an order for the court dated the day of , 19 , |
|||||
|
I, the liquidator of the
above-named company, hereby disclaim all interest in the lease
dated the day of , 19 , whereby the premises (a)
were demised
to at a rent of $ per annum for a
term of . Notice of this
disclaimer has been given to |
(a) Insert description of the property disclaimed. |
||||
|
Dated this day of , 19 .
|
|||||
|
Liquidator
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
40
|
[rule 63] | ||||
|
Notice
of
Disclaimer
of
Lease
(Title)
|
|||||
|
Take notice that, pursuant to an order of the court dated
the day of , 20 , I, , the liquidator of the above-named company, by writing under my hand bearing date the day of , 20 , disclaimed all interest in the lease dated the day of , 20 , whereby the premises (a) were demised to at a rent of $ per annum for a term of The above-mentioned disclaimer has been filed at the office
of the Registrar at the High Court of Hong Kong and notice
thereof filed in the Land Registry.
|
(a) Insert description of the property disclaimed. |
||||
|
Dated this day of , 20 .
|
|||||
|
Liquidator
|
|||||
|
To
|
|||||
|
(address)
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
41
|
[rule 67] | |||||
|
Notice
by
Liquidator
Requiring
Payment
of
Money
or
Delivery
of
Books,
&c.,
Liquidator
(Title)
|
||||||
|
Take notice that I, the undersigned
(a) have been appointed liquidator of the above-named company, and that you, the under-mentioned (b) , are required, within days after service hereof, to pay to me [or deliver, convey, surrender, or transfer to or into my hands] as liquidator of the said company at my office, situate at (c)&c., the sum of $ , being the amount of debt appearing to be due from you on your account with the said company [or any sum or balance, books, papers, estate or effects], [or specifically describe the property] now being in your hands, and to which the said company is entitled [or otherwise as the case may be]. |
(a) Name of liquidator.
(b) Name of person to whom notice is
addressed.
(c) Address of liquidator’s
office.
|
|||||
|
Dated this day of , 19 .
(Signed)
|
||||||
|
Liquidator
|
||||||
|
To (b)
|
||||||
|
(Address)
|
||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
42
|
[rule 69(2)] | ||||||||||
|
Provisional
List
of
Contributories
(Title)
|
|||||||||||
|
The following is a list of members of the above-named
company liable to be included in the list of contributories of
the company, made by me from the books and papers of the
company, together with their respective addresses and the number
of shares [or extent
of interest] to be attributed to each and the amount called up
and the amount paid up in respect of such shares (or interest)
so far as I have been able to make out or ascertain the
same. |
|||||||||||
|
In the first part of the list, the persons who are
contributories in their own right are identified. |
|||||||||||
|
In the second part of the list, the persons who are
contributories as being representatives of, or liable for the
debts of, others are
identified. |
|||||||||||
|
First Part—Contributories in their
own Right
|
|||||||||||
|
No.
in List |
Name
|
Address
|
Description
|
Number of shares [or extent of
interest]
|
Amount called up
(a)
|
Amount paid up
(a)
|
|||||
|
|
$
|
$
|
|||||||||
|
Second Part—Contributories as
being Representatives of, or
liable for the Debts
of, others
|
|||||||||||
|
No. in
List |
Name
|
Address
|
Description
|
In what character
included
|
Number of shares [or extent of
interest]
|
Amount
called up (a) |
Amount paid up
(a)
|
||||
|
|
$
|
$
|
|||||||||
|
(a) At date of
commencement of winding up. |
|||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| Form 43 | [rule 69(4)] | ||||||||||
|
Notice
of
Provisional
List
of
Contributories
(Title)
|
|||||||||||
|
Take notice that—
|
|||||||||||
|
(a)
|
I, , the liquidator of the above-named company, have made a
provisional list of contributories of the company pursuant to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the rules made under it;
|
||||||||||
|
(b)
|
you are included in the provisional list;
and
|
||||||||||
|
(c)
|
the character in which and the number of
shares [or
extent of interest] for which you are included, and the amount
called up and the amount paid up in respect of such shares (or
interest), are stated below.
|
||||||||||
|
And further take notice that—
|
|||||||||||
|
(a)
|
I will settle the list of contributories of
the company based on the provisional list;
|
||||||||||
|
(b)
|
you will be included in the settled list unless, on considering an
objection or otherwise, I decide to exclude you from the list when
settling it; and
|
||||||||||
|
(c)
|
in relation to any shares (or interest) not fully paid up, your
inclusion in the settled list may result in the unpaid capital being
called.
|
||||||||||
|
If you object to your inclusion in the settled list of
contributories of the company, you must inform me, the
liquidator of the company, of your objection in writing within
21 days from the date of service of this notice on
you. |
|||||||||||
|
Dated this day of , 20 .
|
|||||||||||
|
Liquidator
|
|||||||||||
|
To Mr. A.B. [and
to Mr. C.D.,
his solicitor]. |
|
||||||||||
|
No. in List
|
Name
|
Address
|
Description
|
In what character
included
|
Number of shares [or extent of
interest]
|
Amount called up
(a)
|
Amount paid up
(a)
|
||||
|
|
$
|
$
|
|||||||||
|
(a) At date of commencement of
winding up.
|
|||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form 44
|
[rule 69(5)] |
Affidavit of Service of Notices of Provisional List of
Contributories(Title)
| I, | [state | ||||
| name and description of deponent], make oath and say as follows— | |||||
|
1.
|
That—
|
||||
|
(a)
|
On the day of , 20 , I did, in the manner mentioned below, serve on each
person whose name, address and description appear in the second,
third and fourth columns respectively of the provisional list of
contributories of the company made by the liquidator on the day of , 20 , and now on the file of proceedings of the company, a
notice in the form annexed to this affidavit, marked “A”.
|
||||
|
(b)
|
In the tabular form at the foot of each of
such notices respectively there had been inserted the number in such
list, name, address, description, in what character and for what
number of shares [or extent of interest] included, and the amount called up
and the amount paid up at the date of the commencement of the
winding up in respect of such shares (or interest), of the person on
whom the notice was served, in the same words and figures as those
particulars are set out in the provisional list.
|
||||
|
2. That I served the notices on each of the persons included
in the provisional list by duly addressing the notices to the
persons according to their respective names and addresses appearing
in the provisional list and placing the notices prepaid into the
post office at
before a.m./p.m. on the day of , 20 . |
|||||
|
Sworn, &c.
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| Form 45 | [rule 70(3)] | |||||||||||||||||
|
Certificate
of
Liquidator
of
Final
Settlement
of the
List of Contributories (Title)
|
||||||||||||||||||
|
Pursuant to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) and
the rules made under it, I, the undersigned, being the
liquidator of the above-named company, hereby certify as
follows— |
||||||||||||||||||
|
1.That I am satisfied by
the affidavit of [state
name and description of deponent], now on the file of
proceedings of the company that a notice of provisional list of
contributories has been duly served on each of the persons
included in the provisional list of contributories of the
company, dated the day
of , 20 , informing the person on whom
the notice was served— |
||||||||||||||||||
|
(a)
|
that the person was included in the
provisional list in the character, and for the number of shares [or extent of
interest], stated in it and of the amount called up and the amount
paid up in respect of such shares (or interest);
|
|||||||||||||||||
|
(b)
|
that I would settle the list of
contributories of the company based on the provisional list;
|
|||||||||||||||||
|
(c)
|
that the person would be included in the
settled list unless, on considering an objection or otherwise, I
decide to exclude the person from the list when settling it;
|
|||||||||||||||||
|
(d)
|
that in relation to any shares (or interest)
not fully paid up, the inclusion of the person in the settled list
may result in the unpaid capital being called; and
|
|||||||||||||||||
|
(e)
|
that if the person objected to the inclusion
of the person in the settled list, the person must inform me, the
liquidator of the company, of the person’s objection in writing
within 21 days from the date of service of the notice on the person
(objection period).
|
|||||||||||||||||
|
2.That no objection to
the notices has been received by me within the objection
periods. |
||||||||||||||||||
|
[or 2.That objection to
the notices has been received by me within the objection periods
and that— |
||||||||||||||||||
|
(a)
|
for each of the notices objected to—
|
|||||||||||||||||
|
(i)
|
I have determined the objection; and
|
|||||||||||||||||
|
(ii)
|
a notice of my determination has been given
to the person objecting; and
|
|||||||||||||||||
|
(b)
|
for each of the other notices, the objection
period has expired.]
|
|||||||||||||||||
|
3.That I have finally
settled the list of contributories of the company, and the
result of the final settlement, so far as the list has been
settled, up to the date of this certificate, is as
follows— |
||||||||||||||||||
|
(a)
|
The persons whose names are set out in the
second column of the First Schedule
have been included in the settled list of contributories as
contributories of the company in respect of the number of shares [or extent of
interest] set out opposite to the names of such contributories
respectively in that Schedule. In particular—
|
|||||||||||||||||
|
(i)
|
I have, in the first part of that Schedule,
identified the persons who are contributories in their own right;
and
|
|||||||||||||||||
|
(ii)
|
I have, in the second part of that Schedule,
identified the persons who are contributories as being
representatives of, or liable for the debts of, others.
|
|||||||||||||||||
|
(b)
|
The persons whose names are set out in the
second column of the Second
Schedule, and were included in the provisional list of
contributories of the company, have been excluded from the settled
list of contributories.
|
|||||||||||||||||
|
(c)
|
The date when each of such persons was
included in or excluded from the settled list of contributories are
set out opposite to the name of that person in the sixth column of
the first part of the First
Schedule, the seventh column of the second part of that
Schedule
and the seventh column of the Second Schedule
respectively.
|
|||||||||||||||||
|
(d)
|
The amount called up at the date of the
commencement of the winding up, and the amount paid up at that date,
in respect of the shares (or interest) of each of such persons are
set out opposite to the name of that person in the seventh and
eighth columns of the first part of the First Schedule
and the eighth and ninth columns of the second part of that
Schedule
respectively.
|
|||||||||||||||||
|
Dated this day of , 20 .
In the matter ofLimited.
|
||||||||||||||||||
|
The FIRST
SCHEDULE above referred to
First Part—Contributories in their
own Right
|
||||||||||||||||||
|
No. in List
|
Name
|
Address
|
Description
|
Number
of shares [or extent of interest] |
Date
when included in the List |
Amount called up
|
Amount paid up
|
|||||||||||
|
|
$
|
$
|
||||||||||||||||
|
In the matter ofLimited.
Second Part—Contributories as
being Representatives
of, or Liable for the Debts of, Others
|
||||||||||||||||||
|
No. in List
|
Name
|
Address
|
Description
|
In what character included
|
Number
of shares [or extent of interest] |
Date when included in the
List
|
Amount called up
|
Amount paid up
|
||||||||||
|
|
$
|
$
|
||||||||||||||||
|
In the matter ofLimited.
The SECOND
SCHEDULE above referred to
|
||||||||||||||||||
|
No. in List
|
Name
|
Address
|
Description
|
In what character proposed to be
included
|
Number
of shares [or extent of interest] |
Date when excluded from the
List
|
||||||||||||
|
|
||||||||||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
46
|
[rule 71(3)] | |||||||||
|
Notice
to
Contributory
of
Final
Settlement
of
List
of
Contributories
and that
the
Contributory
is
Included
(Title)
|
||||||||||
|
Take notice that I, ,
the liquidator of the above-named company, have, by certificate,
dated the day of , 20 , under my hand, finally settled the list of
contributories of the company pursuant to the Companies (Winding
Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the rules made under it,
and that you are included in the settled list. The character in
which, and the number of shares [or extent of interest]
for which, you are included, and the amount called up and the
amount paid up in respect of such shares (or interest), are
stated below. |
||||||||||
|
Any application by you for excluding yourself from the list
of contributories, or for a variation of the list of
contributories, must be made by you to the court by summons
within 21 days from the date of service of this notice on you,
or any further period as the court may extend or allow. No such
application will otherwise be entertained. |
||||||||||
|
The settled list may be inspected by you at the Registry of
the High Court of Hong Kong during the opening hours of the
Registry. |
||||||||||
|
Dated this day of , 20 .
(Signed)
|
||||||||||
|
Liquidator
|
||||||||||
|
to
Mr.
[or to Mr. his solicitor]. |
|
|||||||||
|
No. in List
|
Name
|
Address
|
Description
|
In what character included
|
Number
of shares [or extent of interest] |
Amount called up
(a)
|
Amount paid up (a)
|
|||
|
|
$
|
$
|
||||||||
|
(a) At date of commencement of
winding
up.
|
||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
47
|
[rule 73] | ||
|
Supplemental
List
of
Contributories
(Title)
|
|||
|
1. The following is a
supplemental list of persons who, since making the list of
contributories of the above-named company, dated the day of , 20 , I have ascertained are, or have been, holders of shares in [or members of] the company, and to the best of my judgment are contributories of the company. |
|||
|
2.The supplemental list
contains the names of such persons together with their
respective addresses and the number of shares [or extent of
interest] and the amount called up at the commencement of the
winding up and the amount paid at such date in respect of the
shares (or interest) to be attributed to each. |
|||
|
3. In the first part of
the list, the persons who are contributories in their own right
are identified. |
|||
|
4. In the second part of
the list, the persons who are contributories as being
representatives of, or liable for the debts of, others are
identified. [The
supplemental list is to be made in the same form as the original
list.]
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form 48
|
[rule 71(4)] | |||
|
Affidavit of
Service of Notices to Contributory
(Title)
|
||||
| I, | [state | |||
| name and description of deponent], make oath and say as follows— | ||||
|
1.
|
That—
|
|||
|
(a)
|
On the day of , 20 , I did, in the manner mentioned below, serve on each
person whose name, address, and description appear in the second,
third, and fourth columns respectively of the First Schedule
to the list of contributories of the company finally settled
by the liquidator on the
day of , 20 , and now on the file of proceedings of the company, a notice in the form annexed to this affidavit, marked “A”. |
|||
|
(b)
|
In the tabular form at the foot of each of such notices respectively
there had been inserted the number in such list, name, address,
description, in what character and for what number of shares [or extent of
interest] included, and the amount called up and the amount paid up
at the date of the commencement of the winding up in respect of such
shares (or interest), of the person on whom the notice was served,
in the same words and figures as those particulars are set out in
the above-mentioned Schedule.
|
|||
|
2. That I served the notices on each of the persons included
in the list of contributories by duly addressing the notices to the
persons according to their respective names and addresses appearing
in the above-mentioned Schedule
and placing the notices prepaid into the post office at
before a.m./p.m. on the day of , 20 . Sworn, &c.
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
49
|
[rule 72] | ||
|
Order
on
Application
to
Vary
List
of
Contributories
(Title)
|
|||
|
Upon the application of W.N., by summons
dated the day of , 20 , for an order that the list of contributories of the
company and the liquidator’s certificate finally settling the
same be varied by excluding the applicant [or as the case may
be], and upon hearing, &c., and upon reading
&c., it is ordered, that the list of contributories of the
company and the liquidator’s certificate finally settling the
same be varied by excluding the said W.N. from the said
list of contributories, or by including the said W.N. as a
contributory in the said list for shares, [or
as the case may be] [or the court does
not think fit to make any order on the said application, except
that the said W.N.
do pay to the liquidator of the said company his costs of this
application, to be taxed in case the parties differ]. |
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
50
|
[rule 74(a)] | ||||
|
Notice
to Each Member
of
Committee
of
Inspection of Meeting for Sanction to Proposed Call (Title)
|
|||||
|
Take notice that a meeting of the committee of inspection
of the above company will be held aton the (a) day of , 19 , at o’clock in the noon, for the purpose of
considering and obtaining the sanction of the committee to a
call of $ per share proposed
to be made by the liquidator on the contributories. Annexed hereto is a statement showing the necessity for the
proposed call and the amount required. Dated this day of , 19 .
|
(a) To be a date not less than seven days from the date when the notice will in course of post reach the person to whom it is addressed. |
||||
|
(Signed)
|
|||||
|
Liquidator
|
|||||
|
|
|||||
|
STATEMENT
|
|||||
|
1. The amount due in
respect of proofs admitted against the company, and the
estimated amount of the costs, charges, and expenses of the
winding up, form in the aggregate the sum of $or thereabouts. |
|||||
|
2. The assets of the
company are estimated to realize the sum of $ . There are no other assets,
except the amount due from certain of the contributories to the
company, and in my opinion it will not be possible to realize in
respect of the said amounts more than $ . |
|||||
|
3. The list of
contributories has been duly settled, and persons have been
settled on the list in respect of the total number of shares. |
|||||
|
4. For the purpose of
satisfying the several debts and liabilities of the company, and
of paying the costs, charges, and expenses, of the winding up, I
estimate that a sum of $ will
be required in addition to the amount of the company’s assets
hereinbefore mentioned. |
|||||
|
5. In order to provide
the said sum of $ it is
necessary to make a call on the contributories, and having
regard to the probability that some of them will partly or
wholly fail to pay the amount of the call, I estimate that for
the purpose of realizing the amount required it is necessary
that a call of $ per share
should be made.
(Annex tabular statement
showing amounts of debts, costs, &c., and of
assets.)
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
51
|
[rule 74(b)] | ||||
|
Notice
of
Meeting
of
Committee
of
Inspection
to
Sanction
Proposed
Call
(Title)
|
|||||
|
Notice is hereby given that the undersigned liquidator of
the above-named company proposes that a call should be made “on
all the contributories of the said company”, or, as the case may
be,of $ per share, and that he has
summoned a meeting of the committee of inspection of the
company, to be held at on
the day of , , at o’clock in the noon, to obtain their sanction to the proposed
call. |
|||||
|
Each contributory may attend the meeting, and be heard or
make any communication in writing to the liquidator or the
members of the committee of inspection in reference to the
intended call. |
|||||
|
A statement showing the necessity of the proposed call and
the purpose for which it is intended may be obtained on
application to the liquidator
at his office at (a). Dated this day of , .
|
(a) Insert address. |
||||
|
Liquidator
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
52
|
[rule 74(d)] | |||
|
Resolution
of
Committee
of
Inspection
Sanctioning
Call
(Title)
|
||||
|
Resolved, that a call of $ per share be made by the liquidator on all the
contributories of the company [or, as the case may
be].
(Signed)
|
||||
|
Members of the
Committee
of Inspection
|
||||
|
Dated this day of , 19 .
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
53
|
[rule 77] | ||||
|
Notice
of
Call
Sanctioned
by
Committee
of
Inspection
to be Sent to
Contributory
(Title)
|
|||||
|
Take notice that the committee of inspection in the winding
up of this company have sanctioned a call of per share on all the contributories of the company. |
|||||
|
The amount due from you in respect of the call is the sum
of $ .This sum should be paid
by you direct to me at my office (a) on or before the day of , 19 . |
(a) Insert address. |
||||
|
Dated this day of , 19 .
To Mr.
|
|||||
|
Liquidator
|
|||||
|
NOTE—If you do not pay the sum due from
you by the date mentioned interest will be claimed on such
sum at the rate of 8 per cent per annum from the said date
until payment.
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
54
|
[rule 75] | |||
|
Summons
for
Leave
to Make a
Call
(Title)
|
||||
|
Let the several persons whose names and addresses are set
forth in the second column of the schedule hereto, being
contributories of the above-named company, as shown in the third
column of the said schedule, attend at on the day of , 19 , at o’clock in the noon, on the hearing of an application on the part of the [Official Receiver and] liquidator of the company for an order that he may be at liberty to make a call to the amount of per share on all the contributories [or as the case may be] of the said company. |
||||
|
Dated the day of , 19 .
|
||||
|
This summons was taken out
by of Solicitors for the [Official Receiver and]
liquidator. To
|
||||
|
NOTE—If you do not attend either in
person or by your solicitor, at the time and place
above-mentioned, such order will be made and proceedings
taken as the court may think just and
expedient.
|
||||
|
|
||||
|
Number on List
|
Name and address
|
In what character included
|
||
|
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
55
|
[rule 75] | ||
|
Affidavit
of
Liquidator
in Support
of
Proposal
for
Call
(Title)
|
|||
|
I, of, &c., the
liquidator of the above-named company, make oath and say as
follows— |
|||
|
1. I have in the schedule
now produced and shown to me, and marked with the letter “A”,
set forth a statement showing the amount due in respect of the
debts proved and admitted against the said company, and the
estimated amount of the costs, charges, and expenses of and
incidental to the winding up the affairs thereof, and which
several amounts form in the aggregate the sum of $or thereabouts. |
|||
|
2. I have also in the
said schedule set forth a statement of the assets in hand
belonging to the said company, amounting to the sum of $ and no more. There are no other
assets belonging to the said company, except the amounts due
from certain of the contributories of the said company, and, to
the best of my information and belief, it will be impossible to
realize in respect of the said amounts more than the sum of
$ or
thereabouts. |
|||
|
3. persons have been
settled by me on the list of contributories of the said company
in respect of the total number of shares. |
|||
|
4. For the purpose of
satisfying the several debts and liabilities of the said company
and of paying the costs, charges, and expenses of and incidental
to the winding up the affairs thereof, I believe the sum of
$ will be required in
addition to the amount of the assets of the said company
mentioned in the said Schedule A, and the said sum of
$ . |
|||
|
5. In order to provide
the said sum of $ , it is
necessary to make a call upon the several persons who have been
settled on the list of contributories as before-mentioned, and,
having regard to the probability that some of such
contributories will partly or wholly fail to pay the amount of
such call, I believe that, for the purpose of realizing the
amount required as before-mentioned, it is necessary that a call
of $ per share should be
made.
Sworn, &c.
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
56
|
[rule 75] | |||
|
Advertisement
of
Application
for Leave to Make
a
Call
|
||||
|
In the matter of |
||||
|
Notice is hereby given that the court has appointedthe day of 20 , at a.m./p.m. at the High Court of Hong Kong, to hear an
application for leave to make a call on all the contributories
of the said company [or
as the case may be] and that the liquidator of the said
company proposes that such call shall be for $ per share. All persons interested
are entitled to attend at such day, hour, and place, to offer
objection to such call.
|
||||
|
Dated this day of , 20 .
|
||||
|
Liquidator
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
57
|
[rule 75] | |||
|
The day of 19 .
Order
Giving
Leave
to Make a
Call
The day of 19 .
(Title)
|
||||
|
Upon the application of the [Official Receiver and]
liquidator of the above-named company, the order to wind up the
above-named company, the list of contributories of the said
company and the liquidator’s certificate of the final settlement
of the same, and the affidavit of the said [Official Receiver
and] liquidator, filed the day
of 19 , and the exhibit marked “A” therein referred to, and an affidavit of filed the day of19 . |
||||
|
It is ordered that leave be given to the [Official Receiver
and] liquidator to make a call of $per share on all the contributories of the said
company (a). |
(a) Or as the case may be. |
|||
|
And it is ordered that each such contributory do on or
before the day of19 , pay to the [Official Receiver and] liquidator of
thecompany, the amount
which will be due from him or her in respect of such
call. |
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
58
|
[rule 76] | |||
|
Document
Making a
Call
(Title)
|
||||
|
I, the [Official Receiver
and] liquidator of the above-named company, in pursuance of (a) made (or passed) this day of 19 , hereby make a call of per share on all the contributories of the company, which sum is to be paid at my office (b) on the day of 19 . |
(a)
An order of court, or resolution of the committee of
inspection.
(b)
Insert address.
|
|||
|
Dated this day of , 19 .
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
59
|
[rule 77] | |||
|
Notice
to be Served with
the
Order
Sanctioning
a
Call
(Title)
|
||||
|
The amount due from you, A.B., in respect of
the call made pursuant to leave given by the above [or within] order is
the sum of $ , which sum is to
be paid by you to me as the liquidator of the said company at my
office, (a). |
(a) Insert address. |
|||
|
In default of payment interest at the rate of 8 per cent per annum
will be charged upon the amount unpaid from the day of until payment. |
||||
|
Dated this day of , 19 .
To Mr. A.B.
|
||||
|
Liquidator
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
60
|
[rule 78] | |||||||
|
Affidavit
in Support of Application for Order
for
Payment
of
Call
(Title)
|
||||||||
|
I, of, &c., the
liquidator of the above-named company, make oath and say as
follows:— |
||||||||
|
1. None of the
contributories of the said company, whose names are set forth in
the schedule hereto annexed, marked “A”, have paid or caused to
be paid the sums set opposite their respective names in the said
schedule, which sums are the amounts now due from them
respectively under the call of per share, duly made under the Companies (Winding Up
and Miscellaneous Provisions) Ordinance
(Cap.
32)
dated the day of 19 . |
||||||||
|
2. The respective amount
or sums set opposite the names of such contributories
respectively in such schedule are the true amounts due and owing
by such contributories respectively in respect of the said
call.
|
||||||||
|
A
|
||||||||
|
No. on List
|
Name
|
Address
|
Description
|
In what character included
|
Amount due
|
|||
|
|
$
|
￠
|
||||||
|
Sworn, &c.
|
||||||||
|
NOTE—In addition to the above affidavit,
an affidavit of the service of the application for the call
will be required in cases in which the committee of
inspection of the court has authorized a call to be
made.
|
||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
61
|
[rule 78] | ||||||||
|
Order
for
Payment
of
Call
Due from
a
Contributory
The day of , 19 .
(Title)
|
|||||||||
|
Upon the application of the liquidator of the above-named
company, and upon reading an affidavit of filed the day of , 19 , and an affidavit of the liquidator filed the day of , 19 , it is ordered that C.D., of, &c., [or E.F., of, &c., the legal personal representative of L.M., late of, &c., deceased], one of the contributories of the said company [or, if against several contributories, the several persons named in the second column of the schedule to this order, being respectively contributories of the said company], do, on or before the day of , 19 , or within 4 days after service of this order, pay to A.B., the liquidator of the said company at his office, (a) , the sum of $ [if against a legal personal representative add, out of the assets of the said L.M. deceased, in his hands as such legal personal representative as aforesaid, to be administered in due course of administration, if the said E.F. has in his hands so much to be administered, or, if against several contributories, the several sums of money set opposite to the respective names in the sixth column of the said schedule hereto], such sum [or sums] being the amount [or amounts] due from the said C.D. [or L.M.], [or the said several persons respectively], in respect of the call of $ per share duly made, dated the day of , 19 . |
(a)
Insert address.
|
||||||||
|
And it is ordered that the said several persons do within
the like period and at the place aforesaid pay to the said A.B., as such
liquidator as aforesaid, interest at the rate of 8 per cent per annum
on the amounts specified in the sixth column of the said
schedule from day of to the date of payment. |
|||||||||
|
And it is ordered that the said several persons do within
the like period and at the place aforesaid pay to the said A.B., as such
liquidator as aforesaid, the several sums set opposite their
respective names in the seventh column of the said schedule,
such sums being the proportion of the applicant’s costs of the
said application payable by such several persons
respectively. |
|||||||||
|
[Add appropriate paragraphs as to amounts payable by legal
personal representatives, if any.] |
|||||||||
|
No. on List
|
Name
|
Address
|
Description
|
In what character included
|
Amount due
|
||||
|
|
$
|
￠
|
|||||||
|
NOTE—The copy for service of the above
order must be endorsed as follows—
“If you, the undermentioned A.B., neglect
to obey this order by the time mentioned therein you will be
liable to process of execution, for the purpose of
compelling you to obey the same.”
|
|||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
62
|
[rule 78] | ||
|
Affidavit
of
Service
of
Order
for
Payment
of
Call
(Title)
|
|||
|
I, F.B., of, &c., make oath and say as
follows— |
|||
|
1.I did on the day of 19 , personally
serve G.F., of ,
&c., with an order made in this matter by this court, dated
the day of , 19 , whereby it was ordered [set out the order]
by delivering to and leaving with, the said G.F.,
at , a true copy of the
said order, and at the same time producing and showing unto him,
the said G.F., the said original order. |
|||
|
2.There
was endorsed on the said copy when so served the following
words, that is to say, “If you, the undermentioned G.F.,
neglect to obey this order by the time mentioned therein,
you will be liable to process of execution for the purpose
of compelling
you to obey the same”. Sworn, &c.
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
63A
|
[rule 80] | |||||||||||
|
Proof
of Debt—General
FormIN
THE HIGH COURT OF HONG KONG COMPANIES
WINDING-UP No. of
19
|
||||||||||||
|
Except in the case of claims for wages or salary, where the debt
proved for exceeds $250 a fee of $15 must be paid hereon otherwise
the proof cannot be admitted.
|
IN THE MATTER of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap. 32)
and
IN THE MATTER of
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
|||||||||||
|
Date of Winding-up Order
|
||||||||||||
|
1
|
Name of creditor
|
|||||||||||
|
2
|
Address of creditor
|
|||||||||||
|
3
|
Total amount of claim, including any outstanding uncapitalised
interest as at the date of the winding-up order
|
(Analysis of claim can be supplied on separate sheet signed by
creditor or person authorized to act on his behalf) $
|
||||||||||
|
4
|
Details of any documents by reference to which the debt can be
substantiated [Note: Either the originals or copies of documentary
evidence should be submitted. Bills of exchange or other negotiable
securities must be produced before the proof can be admitted. The
Official Receiver or liquidator may call for any document or
evidence to substantiate the claim at his discretion.]
|
|||||||||||
|
5
|
If total amount above includes outstanding uncapitalised interest
please state amount
|
|||||||||||
|
6
|
Particulars of how and when debt incurred
|
|||||||||||
|
7
|
Particulars of any security held, the value of the security, and the
date it was given
|
|||||||||||
|
8
|
I hereby
declare that the particulars set out in this Proof of Debt are, to
the best of my knowledge and belief, true and correct.
|
|||||||||||
| Signature of creditor or person authorized to act on his behalf |
|
|
||||||||||
| Name in BLOCK LETTERS |
|
|
||||||||||
| Position with or relation to creditor and means of knowledge of the matters declared herein |
|
|
||||||||||
|
Warning:
|
A person convicted of making a false statement in respect of a proof
of debt shall be liable to a fine at level 6 and imprisonment for 6
months. (sections 349 and 351)
|
|||||||||||
|
Admitted to vote for
$
Date
Official Receiver/Provisional Liquidator
|
||||||||||||
|
Admitted preferentially for
$
Date
Liquidator
|
||||||||||||
|
Admitted non-preferentially for
$
Date
Liquidator
|
||||||||||||
|
To be returned to the provisional liquidator
or, if a liquidator has been appointed, to the
liquidator.
|
||||||||||||
|
Note:
|
The proof cannot be admitted for voting at the first meeting unless
it is properly completed and lodged with the liquidator not later
than 24 hours before the time specified in the notice convening the
meeting.
|
|||||||||||
(L.N. 225 of 1992; L.N. 306 of 1996; 25 of 1998 s. 2; 46 of 2000 s. 40; 28 of 2012 ss. 912 & 920; E.R. 1 of
2014)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
63B
|
[rule 83] | |||||||||
|
Affidavit
of
DebtIN
THE HIGH COURT OF HONG
KONGCOMPANIES
WINDING-UP No. of
19IN THE
MATTER of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap.
32)and
|
||||||||||
|
IN THE MATTER
of
|
||||||||||
|
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
||||||||||
| I, (a) | , |
(a) Fill in full name, address and
occupation of deponent.
(b) If proof made by creditor personally strike out clause (1). (c) State capacity, e.g. director, company secretary, solicitor, etc. (d) State full name and address of creditor. |
||||||||
| of | ||||||||||
| make oath and say— | ||||||||||
|
(1)
(b) That I am (c) of the under-mentioned creditor, and that I am duly authorized by (d) to make this affidavit, and that it is within my own knowledge that the debt hereinafter deposed to was incurred and that such debt, to the best of my knowledge and belief, still remains unpaid and unsatisfied. |
||||||||||
|
(2) That the above-named
company was, at the date of the order for winding up the same,
viz., the day of 19 , and still is justly and truly indebted to (e) in the sum of dollars as shown in the proof of debt exhibited hereto marked “A”. |
(e) Insert “me” or in case of a firm
“me and C.D. and E.F., my co-partners trading as”,
or, if by clerk or agent etc. insert name, address and
description of principal.
|
|||||||||
|
Debt
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. $: |
||||||||||
|
|
||||||||||
| Sworn at |
|
[Deponent’s
Signature.] |
||||||||
| this |
day of
|
19 | ||||||||
| Before me, |
|
|||||||||
|
[Notary
Public/
Commissioner for Oaths/ other authorized person†] |
||||||||||
|
† Delete as appropriate.
|
||||||||||
|
Warning:
|
A person convicted of making a false
statement in respect of a proof of debt shall be liable to a fine at
level 6 and imprisonment for 6 months. (sections
349 and 351)
|
|||||||||
|
To be returned to the provisional liquidator
or, if a liquidator has been appointed, to the
liquidator.
|
||||||||||
(L.N. 225 of 1992; L.N. 306 of 1996; 47 of 1997 s. 10; 25 of 1998 s. 2; 46 of 2000 s. 40; 28 of 2012 ss. 912 & 920; E.R. 1 of
2014)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
64
|
[rule 90] | ||||||||||
|
Proof
of
Debt
of
Workmen(Title)
|
|||||||||||
| I (a) | of | (b) |
(a)
Fill in full name, address, and occupation of
deponent.
(b)
On behalf of the workmen and others employed by the above-named
company.
|
||||||||
| make an oath and say: | |||||||||||
|
1. That the above-named
company was on the day of 19 , and still is justly and truly indebted to the several persons whose names, addresses, and descriptions appear in the schedule endorsed hereon in sums severally set against their names in the sixth column of such schedule for wages due to them respectively as workmen or others in the employ of the company in respect of services rendered by them respectively to the company during such periods as are set out against their respective names in the fifth column of such schedule, for which said sums, or any part thereof, I say that they have not, nor hath any of them had or received any manner of satisfaction or security whatsoever. |
|||||||||||
|
Sworn at
in Hong Kong this day of 19 |
|
Deponent’s
Signature.
|
|||||||||
| Before me | |||||||||||
|
Schedule
referred to on the other
side
|
|||||||||||
|
1
|
2
|
3
|
4
|
5
|
6
|
||||||
|
No.
|
Full name of workman
|
Address
|
Description
|
Period over which
wages due |
Amount due
|
||||||
|
|
$
|
￠
|
|||||||||
|
Signature of Deponent.
|
|||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
65
|
[rule 94] | |||
|
Notice
of
Rejection
of
Proof
of
Debt(Title)
|
||||
|
Take notice, that, as [Official Receiver and] liquidator of
the above-named company, I have this day rejected your claim
against the company (a) [to the extent of $ ] on the following
grounds—
And further take notice that subject to the power of the
court to extend the time, no application to reverse or vary my
decision in rejecting your proof will be entertained after the
expiration of (b) days from this date.
|
(a) If proof wholly rejected strike out works underlined.
(b) 21 days or 7 days as the case may be. |
|||
|
Dated
this day
of ,
19 .
Signature
Address
To
[Official Receiver and] Liquidator
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
66
|
[rule 101] | ||||||
|
List
of
Proofs
to
be
Filed under
Rules
101
(Title)
|
|||||||
|
I hereby certify that the following is a correct list of
all proofs tendered to me in the above matter during the past
month.
Dated this day of , 19 .
|
|||||||
|
Liquidator
|
|||||||
|
Name of creditor
|
Proofs tendered
|
||||||
|
Amount of proofs
|
Whether admitted, rejected, or standing over
for further consideration
|
If admitted, amount
|
|||||
|
|
$
|
￠
|
$
|
￠
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
67
|
[rule 142(1)] | ||||
|
Notice
to
Creditors
of
Intention
to
declare
Dividend
(Title)
|
|||||
|
A (a)
dividend is intended to be declared in the above matter. You are
mentioned in the statement of affairs or a supplementary
affidavit in relation to that statement, but you have not yet
proved your debt. If you do not prove your debt by the day of 20 , you will be excluded from this dividend. Dated this day of , 20 .
|
(a)
Insert here “first” or “second”, or “final”, or
as the case may be.
|
||||
|
Liquidator
|
|||||
|
To
|
[Address]
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
68
|
[rule 142(5)] | ||||||||||
|
Certified
List
of
Proofs under
Rule
142(5)
Companies
(Winding-up)
Rules
(Cap.
32
sub.
leg.
H),
and
Application
for issue
of
Cheques
for
Dividend
on
Companies
Liquidation
Account
|
|||||||||||
|
Companies
Liquidation Account.
Ledger Folio
|
|||||||||||
|
Re
|
No.
|
||||||||||
|
I hereby certify that the following list has been compared
with the proofs filed, and that the names of the creditors and
the amounts for which the proofs are admitted are correctly
stated.
|
|||||||||||
|
(Signature)
Dated the day of , .
|
|||||||||||
|
I certify that by my books the sum of $ stands to the credit of the above
company with the companies liquidation account at the bank and
that the sum of
$ is
required to meet the undermentioned dividends, on proofs which
have been duly made and admitted to rank for dividend upon the
company, and I have to request that orders for payment may be
issued to me. |
|||||||||||
|
The dividend is payable on the day of , and notice of declaration thereof was forwarded to the Official Receiver for publication in , on the day of . |
|||||||||||
|
Liquidator
|
|||||||||||
|
Date
|
|
.
|
|||||||||
|
Address to which cheques and money orders should be sent.
|
||||||||||
|
To the Official Receiver.
|
|||||||||||
|
No.
|
Surname
|
Christian name
|
Town on which Post Office money order should
be drawn
|
Amount of proof
|
Amount of dividend
|
||||||
|
Sums under
$20
|
Sums of $20 and above
|
||||||||||
|
|
$
|
￠
|
$
|
￠
|
$
|
￠
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
69
|
[rule 142(5)] | |||||
|
Certified
List
of
Proofs
Filed under
Rule
142(5) Companies
(Winding-up)
Rules
(Cap.
32
sub.
leg.
H),
Special
Bank
Case
(Title)
|
||||||
|
I hereby certify that the following list has been compared
with the proofs filed, and that the names of the creditors and
the amounts for which the proofs are admitted are correctly
stated. |
||||||
|
(Signature)
Dated the day of , 19 .
|
||||||
|
I hereby certify that a dividend of per
cent has been declared, and that the creditors whose
names are set forth below are entitled to the amounts set
opposite their respective names. |
||||||
|
Liquidator
|
||||||
|
Dated this day of , 19 .
To the Official Receiver.
|
||||||
|
Surname
|
Christian name
|
Amount of proof
|
Amount of dividend
|
|||
|
|
$
|
￠
|
$
|
￠
|
||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
70
|
[rule 142(1)] | |||||
|
Notice
to
Persons
Claiming to
be
Creditors
of
Intention
to
Declare
Final
Dividend
(Title)
|
||||||
|
Take notice that a final dividend is intended to be
declared in the above matter, and that if you do not establish
your claim to the satisfaction of the court on or before
the day of , 19 , or such later day as the court may fix, your claim
will be expunged, and I shall proceed to make a final dividend
without regard to such claim. |
||||||
|
Dated
this day of , 19 .
|
||||||
|
Liquidator
|
||||||
|
To X. Y.
|
[Address]
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
71
|
[rule 142(3)] | |||||||
|
Notice
of
Dividend
Dividend cheques
are cancelled at the expiration of 6 months from date of issue and
money orders at the expiration of 12 months from date of
issue.
[Please bring this Dividend Notice with you.] (Title)
Dividend
of per cent
|
||||||||
|
[Address]
[Date]
|
||||||||
|
Notice is hereby given that a dividend of per cent has been
declared in this matter, and that the same may be received at my
office, as above, on the day
of , 19 , or on any subsequent between, the hours of
and . |
||||||||
|
Upon applying for payment this notice must be
produced entire, together with any bills of exchange,
promissory notes or other negotiable securities held by you. If
you desire the dividend to be paid to some other person you can
sign and lodge with the liquidator an authority in the
prescribed Form 72. Otherwise if you do not attend personally
you must fill up and sign the subjoined forms of RECEIPT
and AUTHORITY TO DELIVER, when a cheque or money order
payable to your order will be delivered in accordance with the
AUTHORITY. |
||||||||
|
To
|
||||||||
|
(Signed)
|
||||||||
|
Liquidator
|
||||||||
|
NOTE—The receipt or authority should, in
the case of a firm, be signed in the firm’s name, or in the
case of a limited company by an officer of the company, so
described.
|
||||||||
|
RECEIPT
|
||||||||
|
19 .
|
||||||||
| Received of | in this matter the sum | |||||||
| of dollars | and cents | , | ||||||
| being the amount payable to me/us in respect of the | ||||||||
| dividend of | per cent on my/our claim against this | |||||||
| company. | ||||||||
|
Payee’s
Signature
|
||||||||
|
$
|
||||||||
|
AUTHORITY FOR
DELIVERY (a)
|
||||||||
|
Sir,
Please deliver to
me/us by post, at my/our risk or to the Bearer (b),
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. , a specimen of whose
signature is appended hereunder, the cheque or money order for
the dividend payable to me/us in this matter. |
||||||||
|
Specimen signature of
Bearer
|
Payee’s
signature
|
|||||||
|
To the [Official Receiver and] Liquidator.
|
||||||||
|
Date 19
|
||||||||
|
Notes:
|
(a)
|
This is an authority only to deliver the
cheque or money order, NOT to make it payable to
another person.
|
||||||
|
(b)
|
Strike out words inapplicable. If not to
be sent by post strike out words in italics and insert the
name of the person who is to receive the cheque or money
order.
|
|||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
72
|
[rule 142(7)] | |||
|
Authority
of
Liquidator
to
Pay
Dividends
to
Another
Person
(Title)
|
||||
|
To the [Official Receiver and] Liquidator.
|
||||
|
Sir,
|
||||
| I/We hereby authorize and request you to pay to M | ||||
|
of
|
||||
|
(a specimen of whose signature is given below), all dividends as they
are declared in the above-named matter, and which may become due and
payable to me/us in respect of the proof of debt for the sum of
$ , against the above-named company,
made [by Mr. ] on my/our behalf.
|
||||
|
And I/we further request
that the cheque or cheques drawn in respect of such dividends may be
made payable to the order of the said M whose receipt shall be sufficient authority to you for
the issue of such cheque or cheques in his name.
|
||||
|
It is understood that this
authority is to remain in force until revoked by me/us in
writing.
|
||||
|
Signatures
|
||||
|
Witness to the signature
|
||||
|
of
|
||||
|
Witness to the signature
|
||||
|
of
Date
Specimen of signature of person appointed as
above.
|
||||
|
Witness to the signature
|
||||
|
of
|
||||
|
Witness to the signature of person appointed as above.
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
73
|
[rule 143] | |||||||
|
Notice
of
Return
to
Contributories
Cheques are
cancelled at the expiration of 6 months from date of issue, and
money orders at the expiration of 12 months from month of
issue.
[Please bring
this notice with you.]
(Title)
Return of
$ per share.
|
||||||||
|
[Address]
[Date]
|
||||||||
|
Notice is hereby given that a return of per share has been declared in this matter, and that the same may be received at my office, as above, on the day of , 19 , or on any subsequent day, except Saturday, between the hours of |
||||||||
|
Upon applying for payment this notice must be
produced entire, together with the share certificate. If
you do not attend personally you must forward the share
certificate and fill up and sign the subjoined forms of
receipt
and authority to deliver,
when a cheque or money order payable to your order will be
delivered in accordance with the authority. |
||||||||
|
(Signed)
|
||||||||
|
Liquidator
|
||||||||
|
NOTE—The receipt should be signed by the
contributory personally, or in the case of joint
contributories by each, and in the case of a limited company
by an officer of the company, so described.
|
||||||||
|
RECEIPT
No.
|
||||||||
|
19 .
|
||||||||
| Received of the | in this matter the sum | |||||||
| of dollars | and cents | |||||||
| being the amount payable to |
in respect of
the
|
|||||||
| return of per share held by in this company. | ||||||||
|
Contributory’s
signature
|
||||||||
|
$
|
||||||||
|
AUTHORITY FOR
DELIVERY
|
||||||||
|
Sir,
|
||||||||
|
Please deliver
to (Insert the name of
the person who is to receive the cheque or money order, or
the words “me/us by post,” at “my/our risk”, if you wish it
sent to you in that way.) the cheque or money order for the return payable to me/us
in this matter. Contributory’s
signature
To the [Official Receiver and] Liquidator.
|
||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
74
|
[rule 143] | ||
|
Schedule
or
List
of
Contributories
Holding
Paid-up
Shares
to whom
a
Return
is to
be Paid
(a)
In the matter of No. of 19 .
|
|||
Number in settled List |
Name of contributory as in settled List |
Address |
Number of shares held as per settled List |
Total called-up value |
Total paid-up value |
Arrears of calls at date of return |
Previous return of capital
appropriated by liquidator for arrears of calls |
Amount of return payable at per share |
Net return payable |
Date and particulars of transfer of interest or other variation in List |
|
||||||
|
|
$
|
￠
|
$
|
￠
|
$
|
￠
|
$
|
￠
|
$
|
￠
|
$
|
￠
|
|||||
|
(a) Where the articles provide
that the amount divisible among the members or any class of
the members shall be divisible in proportion to the amount
paid up or which ought to have been paid up at the date of
winding up, or contain any other provision which will
necessitate further information before a return can be made,
columns should be added showing the amount called up and the
amount paid up at such date in respect or shares then held
by such members or class of members or such other facts as
may be requisite. |
|||||||||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
75
|
[rule 114] | |||||
|
Notice
of
Meeting
[General Form]
(Title)
|
||||||
|
Take notice that a meeting of creditors [or contributories]
in the above matter will be held aton the day of, 19 , at o’clock in the noon. |
||||||
|
Agenda
|
||||||
|
(a)
|
(a)
[Here insert purpose for which meeting called.]
|
|||||
|
Dated this day of, 19 .
|
||||||
|
(Signed)
(b)
|
(b)
“Liquidator” or “Official Receiver”.
|
|||||
|
Forms of general and special proxies are enclosed herewith.
Proxies to be used at the meeting must be lodged not later
than o’clock on the day of , 19 . |
||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
76
|
[rule 115] | |||
|
Affidavit
of
Postage
of
Notices
of
Meeting
(Title)
|
||||
|
I, a (a) , make oath and say as
follows:— |
(a)
State the description of the deponent.
(b) Insert here “general” or “adjourned general” or “first” meeting of creditors [or contributories as the case may be]. |
|||
|
1.That
I did on the day of , 20 , send to each creditor mentioned in the company’s
statement of affairs or a supplementary affidavit in relation to
that statement [or
to each contributory mentioned in the register of members of the
company] a notice of the time and the place of the (b) in the form hereunto annexed
marked “A”. |
||||
|
2.That
the notices for creditors were addressed to the said creditors
respectively, according to their respective names and addresses
appearing in the statement of affairs of the company or a
supplementary affidavit in relation to that statement or the
last known addresses of such creditors. 3.That
the notices for contributories were addressed to the
contributories respectively according to their respective names
and registered or last known addresses appearing in the register
of the company. 4.That
I sent the said notices by putting the same prepaid into the
post office at before the hour
of o’clock in the noon on the said day. Sworn, &c.
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
77
|
[rule 115] | ||||
|
Certificate
of
Postage
of
Notices
(General)
(Title)
|
|||||
|
I,
|
a clerk in the office
|
||||
|
of the Official Receiver, hereby certify—
|
|||||
|
1. That I did on
the day of , 20 , send to (a)a notice of the time and the
place of the first meeting, or (b) in
the form hereunto annexed marked “A”. |
(a) Each creditor mentioned in the statement of affairs or a supplementary affidavit in relation to that statement, or each contributory mentioned in the register of members of the company, or as the case may be. (b)
“A general meeting”, or “adjourned general meeting”,
or as the case may be.
|
||||
|
Signature
|
|||||
|
Dated
this day
of ,
20 .
|
|||||
|
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
78
|
[rule 122] | ||||
|
Memorandum
of
Adjournment
of
Meeting
(Title)
|
|||||
|
Before at on the day of , 19 , at o’clock. Memorandum.—The (a) meeting of (b)in the above matter was held at
the time and place above-mentioned; but it appearing that (c) the meeting was adjourned until
the day of , 19 , at o’clock in the noon, then to be held at the same place. |
(a)
“First” or as the case may be.
(b)
Insert “creditors”
or
“contributories” as the case may be.
(c)
Here state reason for adjournment.
|
||||
|
Chairman
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
79
|
[rule 118] | ||||
|
Authority
to
Deputy
to Act
as
Chairman
of
Meeting
and
Use
Proxies
(Title)
|
|||||
|
I, the Official Receiver
[or the
liquidator] do hereby nominate Mr. of to be chairman of the meeting of creditors [or contributories] in the above matter, appointed to be held at on the day of , 19 , [and I depute him (a) to attend such meeting and use, on my behalf, any proxy or proxies held by me in this matter].
Dated this day of , 19 .
|
(a)
Where authority given by the Official Receiver. Here
insert “being a person under my official
control”.
|
||||
|
Official
Receiver,
or Liquidator |
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
80
|
[rule 132] | |||
|
General
Proxy
(Title)
|
||||
| I/We, | of | |||
| , | ||||
| a creditor (or contributory)
hereby appoint (1) to be my/our general proxy to vote at the meeting of creditors (or contributories) to be held in the above matter on the day of , , or at any adjournment hereof. |
||||
|
Dated this day of , .
|
||||
|
(Signed)
(2)
|
||||
|
Notes—(1) The person appointed general
proxy may be the Official Receiver, the liquidator, or such
other person as the creditor (or contributory) may approve,
and the proxy form when signed must be lodged by the time
and at the address named for that purpose in the notice
convening the meeting at which it is to be used.
|
||||
|
(2) If a firm, sign
the firm’s trading title, and add “by A.B., a partner in the
said firm”. If the appointor is a corporation, then the form
of proxy must be under its common seal or under the hand of
some officer duly authorized in that behalf, and the fact
that the officer is so authorized must be
stated. |
||||
|
In a voluntary winding up the liquidator or if there is no
liquidator the chairman of a meeting may but the Official
Receiver may not be appointed proxy. The proxy form will be
altered accordingly. |
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
81
|
[rule 132] | ||||||
|
Special
Proxy
(Title)
|
|||||||
|
I/We,
|
of
|
(a) Here insert the word “for” or the
word “against” as the case may require, and specify the
particular resolution.
|
|||||
| , | |||||||
|
a creditor (or contributory), hereby
appoint (1)
as my/our proxy at the meeting of creditors (or contributories) to be held on the day of , , or at any adjournment thereof, to vote (a) the resolution numbered in the . |
|||||||
|
Dated this day of , .
|
|||||||
|
(Signed)
(2)
|
|||||||
|
Notes—(1)The person appointed proxy
may be the Official Receiver, the liquidator, or such other
person as the creditor (or contributory) may approve, and
the proxy form when signed must be lodged by the time and at
the address named for that purpose in the notice convening
the meeting at which it is to be used. A creditor (or
contributory) may give a special proxy to any person to vote
at any specified meeting or adjournment thereof on all or
any of the following matters— |
|||||||
|
(a)
|
for or against the appointment or continuance in office of any
specified person as liquidator or as member of the committee of
inspection;
|
||||||
|
(b)
|
on all questions relating to any matter, other than those above
referred to, arising at a specified meeting or adjournment
thereof.
|
||||||
|
(2)If a firm, sign the firm’s
trading title, and add “by A.B., a partner in the said
firm”. If the appointor is a corporation, then the form of
proxy must be under its common seal or under the hand of
some officer duly authorized in that behalf, and the fact
that the officer is so authorized must be
stated. |
|||||||
|
In a voluntary winding up the liquidator or if there is no
liquidator the chairman of a meeting may but the Official
Receiver may not be appointed proxy. The proxy form will be
altered accordingly. |
|||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Forms
82-83
(Repealed 30 of 1999 s. 44)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Forms
84-85
(Repealed L.N. 247 of
1994)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
86
|
[rule 161] | |||
|
Certificate
by
Committee
of
Inspection
as
to
Audit of
Cash
Book
(Title)
|
||||
|
We, the undersigned, members of the committee of inspection
in the winding up of the above-named company, hereby certify
that we have examined the
Cash
Book kept by the liquidator for the period from the day
of to the day
of (both dates inclusive) with
the vouchers, and that to the best of our knowledge and belief
the Cash
Book
contains a full, true, and complete account of the liquidator’s
receipts and payments. Dated this day
of .
|
||||
|
|
Committee of
Inspection.
|
|
||
|
|
||||
|
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Form
87
(Repealed L.N. 247 of
1994)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
88
|
[rule 163] | |||||||||
|
Liquidator’s
Trading
Account
(Title)
G.H. the liquidator of the above-named company in
account with the estate. |
||||||||||
|
Receipts
|
Payments
|
|||||||||
|
Dr.
|
Cr.
|
|||||||||
|
Date
|
|
|
Date
|
|
|
|||||
|
|
||||||||||
|
Liquidator
(Date) |
||||||||||
|
We have examined this account with the vouchers and find
the same correct, and we are of opinion the expenditure has been
proper. Dated this day of .
|
||||||||||
|
Committee of
Inspection
[or member of the Committee of Inspection] |
||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Form
89
(Repealed L.N. 247 of
1994)
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
90
|
[rule 169] | |||
|
Request
to
Deliver
Bill
for
Taxation
(Title)
|
||||
|
I hereby request that you will, within days of this date, or such
further time as the court may allow, deliver to me for taxation
by the proper officer your bill of costs [or charges] as (a) failing which, I shall, in
pursuance of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance
(Cap.
32)
and rules proceed to declare and distribute a dividend without
regard to any claim which you may have against the assets of the
company, and your claim against the assets of the company will
be liable to be forfeited.
Dated this day of , 19 . |
(a) Here state nature of employment. |
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
91
|
[rule 174] | |||
|
Certificate
of
Taxation
(Title)
|
||||
|
I hereby certify that I have taxed the bill of costs [or charges] [or expenses] of Mr.
C.D. [here state capacity in
which employed or engaged] [where necessary add
“pursuant to an order of the court dated the day of , 19 ”], and have allowed the same at the sum of $ [where necessary add “which sum is to be paid to the said C.D. by as directed by the said order”].
|
||||
|
Dated this day of , 19 .
|
||||
|
Registrar
|
||||
|
$
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
| Form 92 | [rules 181 and 182] | ||||
|
Statement
of
Receipts
and
Payments
and
General
Directions as to Statements(Name of company) |
|||||
|
(1)Every statement must
be on sheets
210
×
297
mm in size. |
Size of sheets.
|
||||
|
(2)Every
statement must contain a detailed account of all the
liquidator’s realizations and disbursements in respect of the
company. The statement of realizations should contain a record
of all receipts derived from assets existing at the date of the
winding-up order or resolution and subsequently realized,
including balance in bank, book debts and calls collected,
property sold, &c.; and the account of disbursements should
contain all payments for costs and charges, or to creditors, or
contributories. Where property has been realized, the gross
proceeds of sale must be entered under realizations, and the
necessary payments incidental to sales must be entered as
disbursements. These accounts should not contain payments into
the companies liquidation account (except unclaimed
dividend—see para. 5) or
payments into or out of bank, or temporary investments by the
liquidator, or the proceeds of such investments when realized,
which should be shown separately— |
Form and contents of
statement.
|
||||
|
(a)
|
by means of the bank pass book;
|
||||
|
(b)
|
by a separate detailed statement of moneys invested by the
liquidator, and investments realized.
|
||||
|
Interest allowed or charged by the bank, bank commission,
&c., and profit or loss upon the realization of temporary
investments, should, however, be inserted in the accounts of
realizations or disbursements, as the case may be. Each receipt
and payment must be entered in the account in such a manner as
sufficiently to explain its nature. The receipts and payments
must severally be added up at the foot of each sheet, and the totals carried
forward from one account to another without any intermediate
balance, so that the gross totals shall represent the total
amounts received and paid by the liquidator
respectively. |
|||||
|
(3)When
the liquidator carries on a business, a trading account must be
forwarded as a distinct account, and the totals of receipts and
payments on the trading account must alone be set out in the
statement. |
Trading account.
|
||||
|
(4)When
dividends or instalments of compositions are paid to creditors,
or a return of surplus assets is made to contributories, the
total amount of each dividend, or instalment of composition, or
return to contributories, actually paid, must be entered in the
statement of disbursements as one sum; and the liquidator must
forward separate accounts showing in lists the amount of the
claim of each creditor, and the amount of dividend or
composition payable to each creditor, and of surplus assets
payable to each contributory, distinguishing in each list the
dividends or instalments of composition and shares of surplus
assets actually paid and those remaining unclaimed. Each list
must be on sheets
210
×
297
mm in size. |
Dividends, etc.
|
||||
|
(5)When
unclaimed dividends, instalments of compositions or returns of
surplus assets are paid into the companies liquidation account,
the total amount so paid in should be entered in the statement
of disbursements as one sum. |
|||||
|
(6)Credit
should not be taken in the statement of disbursements for any
amount in respect of liquidator’s remuneration unless it has
been duly allowed by resolution of the committee of inspection
or of the creditors or of the company in general meeting, or by
order of court as the case may
require. |
|||||
|
Liquidator’s Statement of AccountPursuant
to section 284 of the Companies (Winding Up and Miscellaneous
Provisions)
Ordinance
(Cap.
32)
Name of
company.
|
|||||||||||||||
|
Nature
of proceedings (whether wound up by the court, or under the
supervision of the court, or voluntarily).
|
|
||||||||||||||
|
Date of commencement of winding
up.
|
|||||||||||||||
|
Date of which statement is brought
down.
|
|||||||||||||||
|
Name and address of
liquidator.
|
|||||||||||||||
|
Liquidator’s Statement of Account
pursuant
to
section
284
of The Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap.
32)
|
|||||||||||||||
|
REALIZATIONS
|
DISBURSEMENTS
|
||||||||||||||
|
Date
|
Of
whom received |
Nature of assets realized
|
Amount
|
Date
|
Of
whom paid |
Nature of
disburse-ments
|
Amount
|
||||||||
|
$
|
￠
|
$
|
￠
|
||||||||||||
| Brought | Brought | ||||||||||||||
| forward | forward | ||||||||||||||
|
*
|
|||||||||||||||
| Carried | Carried | ||||||||||||||
| forward | forward | ||||||||||||||
|
*
NOTE— |
No balance should be shown on this account, but only the total realizations and disbursements, which should be carried forward to the next account. | ||||||||||||||
| Analysis of Balance | |||||||||||||
|
$
|
￠
|
||||||||||||
| Total realizations | |||||||||||||
| ” disbursements | |||||||||||||
| Balance |
$
￠
|
||||||||||||
|
$
|
|||||||||||||
|
The Balance is made up as follows—
|
|||||||||||||
| 1. | Cash in hands of liquidator | ||||||||||||
|
$
|
￠
|
||||||||||||
| 2. | Total payments into Bank, including balance at date of commencement of winding up (as per Bank Book) | ||||||||||||
| Total withdrawals from Bank | |||||||||||||
| Balance at Bank | |||||||||||||
|
|
|||||||||||||
| 3. | Amount in companies liquidation account | ||||||||||||
|
$
|
￠
|
||||||||||||
| 4. | Amounts invested by liquidator | ||||||||||||
| Less amounts realized from same | |||||||||||||
| Balance | |||||||||||||
| Total balance as shown above | $ | ||||||||||||
|
Note—Full details of investments should be given in a separate
statement.
Note—The liquidator shall also state—
|
|||||||||||||
|
(1)
|
The amount of the estimated assets and liabilities at the date of the
commencement of the winding up.
|
|
Assets
(after deducting amounts charged to secured creditors and debenture
holders)
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. $ |
||||||||||
|
Liabilities
|
|
secured creditors | $ | ||||||||||
| debenture holders | $ | ||||||||||||
| unsecured creditors | $ | ||||||||||||
|
(2)
|
The total amount of the capital paid up at the date of the
commencement of the winding up.
|
|
Paid up in cash | $ | |||||||||
| Issued as paid up otherwise than | |||||||||||||
| for cash | $ | ||||||||||||
|
(3)
|
The general description and estimated value of outstanding assets (if
any).
|
|
|||||||||||
|
(4)
|
The causes which delay the termination of the winding up.
|
|
|||||||||||
| (5) |
The period within which the winding up may probably be completed.
|
|
|||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
93
|
[rule 185] | ||
|
Affidavit
Verifying
Statement
of
Liquidator’s
Account under Section 284
(Name of
company)
|
|||
| I, | , | ||
| of | , | ||
| the liquidator of the above-named company, make oath and say-That *the account hereunto annexed marked “B”, contains a full and true account of my receipts and payments in the winding up of the above-named company, from the day of 19 , to the day of 19 , inclusive, *and that I have not, nor has any other person by my order or for my use during such period, received or paid any moneys on account of the said company, *other than and except the items mentioned and specified in the said account. | |||
|
I further say that the particulars given in the annexed
Form 92, marked “B”, with respect to the proceedings in and
position of the liquidation, are true to the best of my
knowledge and belief. |
|||
|
Sworn at
|
|
||
|
* NOTE—If no
receipts or payments, strike out the words in
italics.
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
94
|
[rules 181 and 185] | ||||||||||
|
Liquidator’s
Trading
Account under
Section
284
|
|||||||||||
|
(Name of
company)
|
Insert here the name of the company.
Insert here the name of the
liquidator.
|
||||||||||
|
the liquidator of the above-named company in account with the
estate.
This account is required in duplicate in addition to Form
92. |
|||||||||||
|
Receipts
|
Payments
|
||||||||||
|
Dr.
|
Cr.
|
||||||||||
|
Date
|
Date
|
||||||||||
|
|
|||||||||||
|
Date
|
Liquidator
|
||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
95
|
[rules 181 and 185] | ||||||||
|
List
of
Dividends
or
Composition
(Name of
company)
|
|||||||||
|
I hereby certify that a dividend (or composition) ofper cent was
declared payable on and after the day of19 , and that the creditors whose
names are set forth below are entitled to the amounts set
opposite their respective names, and have been paid such amounts
except in the cases specified as unclaimed. |
|||||||||
|
Liquidator
|
|||||||||
|
Dated the day of, 19 .
To the Official Receiver.
|
|||||||||
|
Surname
|
Christian name
|
Amount of proof
|
Amount of dividend (or composition
)
|
||||||
|
Paid
|
Unclaimed
|
||||||||
|
|
$
|
￠
|
$
|
￠
|
$
|
￠
|
|||
|
This List is
required in duplicate.
|
|||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
96
|
[rules 181 and 185] | |||||||
|
List
of
Amounts
Paid
or
Payable
to
Contributories
(Name of
company)
|
||||||||
|
I hereby certify that a return of surplus assets was
declared payable to contributories on and after the day of 19 , at the
rate of per share, and that
the contributories whose names are set forth below are entitled
to the amounts set opposite their respective names, and have
been paid such amounts except in the cases specified as
unclaimed. |
||||||||
| Liquidator | ||||||||
|
Dated the day of , 19 .
|
||||||||
|
To the Official Receiver.
|
||||||||
|
Surname
|
Christian name
|
No. of shares
|
Amount returned on shares
|
|||||
|
Paid
|
Unclaimed
|
|||||||
|
|
$
|
￠
|
$
|
￠
|
||||
|
This List is
required in duplicate.
|
||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
97
|
[rule 184] | |||
|
Affidavit
Verifying
Account
of
Unclaimed
and
Undistributed
Funds
(Title)
|
||||
|
I, of make oath and say that the
particulars entered in the statement hereunto annexed, marked
“A”, are correct, and truly set forth all money in my hands or
under my control, representing unclaimed or undistributed assets
of the above company, and that the amount due by me to the
companies liquidation account in respect of unclaimed dividends
and undistributed funds is $
|
||||
|
Signature
|
||||
|
Sworn, &c.
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
98
|
[rule 189] | ||||
|
Notice
to
Creditors
and
Contributories
of Intention to Apply
for
Release
(Title)
|
|||||
|
Take notice that I, the undersigned liquidator of the
above-named company, intend to apply to the court for my
release, and further take notice that any objection you may have
to the granting of my release must be notified to the court
within 21 days of the date hereof. |
|||||
|
A summary of my receipts and payments as liquidator is
hereto annexed. |
|||||
|
Dated this day of , 20 .
|
|||||
|
|
|||||
|
Liquidator
|
|||||
|
To
|
|||||
|
Note—Section
205(3) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance
(Cap.
32),
enacts that “An order of the court releasing the liquidator
shall discharge him from all liability in respect of any act
done or default made by him in the administration of the
affairs of the company, or otherwise in relation to his
conduct as liquidator, but any such order— |
|||||
|
(a)
|
does not prevent
the exercise of the court’s powers under section
276; and
|
||||
|
(b)
|
may be revoked on
proof that it was obtained by fraud or by suppression or
concealment of any material fact.”
|
||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
99
|
[rule 189] | ||||
|
Application
by
Liquidator
to
the
Court
for
Release
(Title)
|
|||||
|
I , the liquidator of the
above-named company, do hereby report to this Honourable Court
as follows— |
|||||
|
1.That the whole of the
property of the company has been realized for the benefit of the
creditors and contributories [and a dividend to the amount of
$ per cent has been
paid as shown by the statement hereunto annexed, and a return
of per share has been made
to the contributories of the company]; |
|||||
|
[or That so
much of the property of the company as can, according to the
joint opinion of myself and the committee of inspection,
hereunto annexed, in writing under our hands, be realized
without needlessly protracting the liquidation, has been
realized, as shown by the statement hereunto annexed, and a
dividend to the amount of $ per cent has been
paid, together with a return of per share to the contributories of the company]; (a) 2. I hereby make
application to this Honourable Court, (i) that it cause a report
on my accounts to be prepared, and (ii) that on my complying
with all the requirements of the court, it take into
consideration the report and make an order granting my
release. Dated this day of , 19 .
|
(a) Add if necessary, “That the rights of the contributories between themselves have been adjusted”. |
||||
|
|
|||||
|
Liquidator
|
|||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
100
|
[rule 189] | |||||||||||||||||
|
Statement
to
Accompany
Notice
of
Application
for
Release(Title)Statement
showing position of company at date of application for
release
|
||||||||||||||||||
|
Dr.
|
Cr.
|
|||||||||||||||||
Estimated to produce
as per company’s statement of affairs and any supplementary affidavit in relation to that statement |
Re-ceipts
|
Pay-ments
|
||||||||||||||||
|
$
|
￠
|
$
|
￠
|
|||||||||||||||
|
By court
fees (including stationery, printing, and postages in respect of
contributories, creditors, and debtors, and fee for audit)
.......
|
||||||||||||||||||
|
$
|
￠
|
|||||||||||||||||
| Law costs of petition | ||||||||||||||||||
|
Law
costs of solicitor to liquidator
..................
|
||||||||||||||||||
| Other law costs | ||||||||||||||||||
|
Liquidator’s remuneration, viz.—
|
||||||||||||||||||
|
$
|
￠
|
$
|
￠
|
|||||||||||||||
|
To total
receipts from date of winding-up order, viz.—
(State particulars under the several headings specified in
the statement of affairs.)
Receipts
per trading account
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. |
per cent on $ | |||||||||||||||||
| assets realized | ||||||||||||||||||
| per cent on $ | ||||||||||||||||||
|
assets
distributed in dividend
....................
|
||||||||||||||||||
| Shorthand writer’s charges | ||||||||||||||||||
| Special manager’s charges | ||||||||||||||||||
|
Person appointed to assist in preparation of statement of affairs
or supplementary
affidavit
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. |
||||||||||||||||||
| Other receipts | Auctioneer’s charges as taxed | |||||||||||||||||
| Total | Other taxed costs | |||||||||||||||||
|
Costs of
possession and maintenance of estate
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. |
||||||||||||||||||
|
$
|
￠
|
Costs
of publishing
notices
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. |
||||||||||||||||
| Less— | ||||||||||||||||||
| Incidental outlay........................... | ||||||||||||||||||
|
Payments
to redeem securities
.................................................................................................................................................................................................................................................................................................................................................................................................................................................................. |
Total costs and charges | $ | ||||||||||||||||
|
Costs
of
execution............
|
$
|
￠
|
||||||||||||||||
|
Payments
per trading
account..............
|
Creditors, viz.— | |||||||||||||||||
| (a) | Preferential | (a) State number of creditors. | ||||||||||||||||
| (a) | Unsecured: dividend of $ | |||||||||||||||||
| $ | per cent | |||||||||||||||||
| Net realizations | $ |
The
estimate of amount expected to rank for
|
||||||||||||||||
|
Amounts
received from calls on contributories made by the liquidator
|
Amount
returned to
contributories
........
|
|||||||||||||||||
| Balance | ||||||||||||||||||
| $ | $ | |||||||||||||||||
|
Assets not yet realized, including calls,
estimated to produce $
|
||||||||||||||||||
|
(Add here any special remarks the
liquidator thinks
desirable).
|
||||||||||||||||||
|
Creditors can obtain any further
information by inquiry at the office of the liquidator.
|
||||||||||||||||||
|
Dated this day of , 20 .
|
||||||||||||||||||
|
(Signature of
Liquidator) |
||||||||||||||||||
|
(Address) |
||||||||||||||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
101
|
[rule 201] | |||||
|
Register
of
Winding-up
Orders
to be Kept in
the
Court
|
||||||
|
Number of Winding-up Order
|
Number of Petition
|
Date of Petition
|
Date of Winding-up Order
|
Dates of
Public Examinations (if any) |
Liquidator
|
|
|
|
||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
102
|
[rule 201] | ||||||
|
Register
of
Petitions
to be kept in
the
Court
|
|||||||
|
No. of
Petition |
Name
of Company |
Address
of
registered office |
Description
of Company |
Date
of Petition |
Petitioner
|
Date of Winding-up Order
|
|
|
|
|||||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
103
|
[rule 202] | |||
|
(1) Notice
of Winding-up
Order
|
||||
|
Name of
company
|
Address of registered office | |||
|
Number of
matter
|
Date of
order
|
|||
|
Date of
presentation of petition*
|
||||
|
(* Where it is known that a voluntary
winding up preceded the presentation of the petition, the
date of the resolution for voluntary winding up should also
be given)
|
||||
| (2) Notice of First Meeting (rule 107) | ||||
|
Name of company
|
|
Address of registered office
|
||
|
Number of matter
|
Creditors, Date
|
|||
|
Hour
|
Place
|
Contributories, Date
|
||
|
Hour
|
Place
|
|||
| (3) Notice of Public Examination (rule 55(1)) | ||||
|
Name of company
Number of
matter
Names of persons to be examined
Place
|
Address of registered office
Date fixed for examination
Hour
|
|||
|
(4) Notice of Intended Dividend
(rule 142(1))
|
||||
|
Name of company
Number of matter
|
Address of registered office
Last day for receiving proofs
|
|||
|
Name of liquidator
|
Address
|
|||
|
(5) Notice of Dividend
(rule 142(3))
|
||||
|
Name of company
|
Address of registered office
|
|||
|
Number of matter
|
Amount per cent
|
|||
|
First and final or otherwise
|
When payable
|
|||
|
Where payable
|
||||
|
(6) Notice of Return to Contributories
(rule 143)
|
||||
|
Name of company
Number of matter
First and final or otherwise
|
Address of registered office
Amount per share
When payable
|
|||
|
Where payable
|
||||
|
(7) Notice of Appointment of Liquidator
(rule 45(5))
|
||||
|
Name of company
Number of matter
Address
|
Address of registered office
Liquidator’s name
Date of appointment
|
|||
|
(8) Notice of Removal of Liquidator
(rule 45(7))
|
||||
|
Name of company
Number of matter
Liquidator’s address
|
Address of registered office
Liquidator’s name
Date of removal
|
|||
|
(9) Notice of Release of Liquidator
(rule 189(2))
|
||||
|
Name of company
Number of matter
Liquidator’s address
|
Address of registered office
Liquidator’s name
Date of release
|
|||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
104
|
[rule 203] | ||||
|
Memorandum
of
Advertisement
(Title)
|
|||||
|
Name of
medium
and (if applicable) issue
number
|
Date
of publication of
advertisement
|
Date of
filing this memorandum |
Nature of order, &c.
|
||
|
|
|||||
| (Signed) | |||||
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
|
Form
105
|
[rule 183(4) and section 285(1)] | |||
|
Certificate
of
Receipt
for Money Paid
into
Companies
Liquidation
Account
(Title)
|
||||
|
This is to certify that Mr. , liquidator of the above-named company has this day
paid into the companies liquidation account through me the sum
of representing unclaimed
or undistributed assets of the above-named company or money held
by the company in trust in respect of dividends or other sums
due to members of the company. |
||||
|
Dated this day of , 19 .
|
||||
|
Official Receiver
|
||||