Re Violet Profit Holdings Ltd (in Liquidation)

HCCW 366/2018

[2021] HKCFI 2249

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NO 366 OF 2018

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D E C I S I O N

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1.On 27 February 2019 an order was made by the court winding up the Company. On 2 July 2021 the Company’s sole shareholder issued a summons seeking a permanent stay of the winding up proceedings.

2.The Liquidators have filed evidence in response to the application and have been represented by counsel today.  The position as at the time of the hearing is that it would appear there is no reason to think there is any unpaid creditor of the Company which the evidence demonstrates is balance sheet solvent.  Although the Liquidators have in the past been investigating the custody of certain shares which they were concerned the Company had an interest in and needed to recover, there is currently no relevant outstanding matter which requires investigation and would justify declining the application for a stay.

3.The principles governing the grant of a permanent stay of a winding up are uncontroversial.  They are as follows:

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

See Re The Grande Holdings Ltd [1]; Leung Kai Hung v Choi Tze Kit Sammy [2].

4.I am satisfied that they are met in the present case and I will grant an order that all further proceedings in relation to the winding up of the Company be permanently stay and that there be no order as to costs.

Mr Look Chan Ho, instructed by Jones Day, for the applicant

Ms Frances Lok, instructed by Wilkinson & Grist, for the liquidators

The attendance of the Official Receiver was excused