Re Hong Kong Mercantile Exchange Ltd

HCCW 10/2014

[2018] HKCFI 1986

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING‑UP PROCEEDINGS NO 10 OF 2014

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D E C I S I O N

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1.I have before me a summons dated 14 June 2017 seeking a permanent stay of the winding-up proceedings involving Hong Kong Mercantile Exchange Limited and a simultaneous discharge of the liquidators. The background to the application is straightforward. The Company’s liabilities to unsecured creditors have been compromised pursuant to a scheme of arrangement.

2.The circumstances in which the court will grant a stay of extant winding-up proceedings are summarised in para 2 of my judgment in Re The Grande Holdings Limited, unreported, HCCW 177/2011, 9 May 2016.  They are—

(1)   the court has regard to the interests of members, creditors and the liquidator;

(2)   the court also considers whether the stay is conducive to commercial morality and the interests of the public at large;

(3)   in the circumstances of the case, whether if a stay is granted all creditors and potential outstanding liabilities of the company are provided for.

3.It is normally the case where unsecured debts have been compromised pursuant to a scheme of arrangement that these conditions are readily satisfied.

4.An issue did arise in the present matter as a result of a delay in completion of the scheme but that issue has now been resolved and as a consequence, I am satisfied that the normal criteria have been met and it is an appropriate case to stay the winding-up proceedings and make the consequential order discharging the liquidators.

5.The costs of the application will be paid out of the assets of the Company.

Mr Michael Lok, instructed by Wilkinson & Grist, for the liquidators

The attendance of the Official Receiver was excused