Re Master Glory Group Ltd

HCCW 363/2019, HCCW 364/2019 and HCCW 365/2019
(HEARD TOGETHER)

[2020] HKCFI 1141

HCCW 363/2019

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING‑UP PROCEEDINGS NO 363 OF 2019

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IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING‑UP PROCEEDINGS NO 364 OF 2019

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IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING‑UP PROCEEDINGS NO 365 OF 2019

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(HEARD TOGETHER)

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D E C I S I O N

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1.I have before me three Petitions to wind up Master Glory Group Limited (“Company”) which is listed on the Main Board of the Stock Exchange of Hong Kong Limited with stock code: 275. Each petition was issued on the 22 November 2019. In respect of each petition a statutory demand had been issued in October 2019. The Petitioners are related companies.

2.The Company has not filed any evidence in opposition to the three Petitions.  This morning the Company’s counsel handed up to the Court a brief affirmation of a director and shareholder of the Company seeking an adjournment of the Petitions.  The reason said to justify the application is attempts that are being made in the Mainland by the principal shareholder of the Company to realise assets with a view to settling the Company’s debts.

3.Producing an affirmation more than six months after the Petition is issued, and on a Monday morning is evidently unsatisfactory.  Further, the affirmation itself is short on detail and manifestly inadequate.  The Court has not even been told what the current financial position of the Company is, or had produced to it the most recent audited financial statements.  The Company also produced a letter dated this morning attaching to it, what purports to be letters from a series of creditors who support an adjournment. It seems to me that in the face of a rejection of the application by the Petitioner, which would appear owns approximately 25% of the Company’s debt and a supporting creditor who has appeared today, there is simply inadequate material on which the Court could properly reach the conclusion that the Petition should be adjourned.

4.As I have explained in recent decisions [1], Mainland business groups which wish to secure adjournments of petitions, in order to have the opportunity to restructure debt, must go about the process properly.

5.It is ridiculous that the court when dealing with a Petition to wind up a company listed on the Main Board should only receive a response from the Company the morning on which the Petition comes on for hearing before a judge, and which contains evidence which is as vague and unsophisticated as that which has been produced today.  If listed companies are going to respond to petition in this way, the very likely consequence as in the present case, is the court will feel that there is no sensible alternative, but to make the normal winding-up order, which I will make in HCCW 363/2019.  I will also order one set of costs for the supporting creditors.  The other two petitions I shall dismiss and order that the Petitioners’ costs be paid out of the assets of the Company and the deposits, less the Official Receiver’s fees, be returned to the Petitioners.

Mr Dan Leung, instructed by Nixon Peabody CWL, for the petitioner

Mr Tommy Cheung, instructed by Bobby Tse & Co, for the company

Mr Harrison Miao, instructed by Shum & Co, for the supporting creditors, Citizens Money Lending Corporation Limited and CW Financing Limited

Mr Danny Tang, instructed by Iu, Lai & Li, for the supporting creditor, Advance Tech Limited

Mr Brian Chok, instructed by Official Receiver’s Office, for the Official Receiver