Re Wo Hing Engineering Ltd

HCCW000285/2003

HCCW 276 and 285/2003

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 276 OF 2003

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HCCW 285/2003

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 285 OF 2003

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(Heard Together)

Coram: Hon Kwan J in Court

Date of Hearing: 26 May 2003

Date of Judgment: 26 May 2003

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J U D G M E N T

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1.I have before me two petitions for the winding-up of a company known as Wo Hing Engineering Ltd ("the Company). HCCW No. 276 of 2003, being the petition presented earlier in time on 6 March 2003, was presented by Thermtech Building Products Ltd ("Thermtech"). The other petition being HCCW No. 285 of 2003 was presented a day later and it was presented by Dah Sing Bank Ltd ("the Bank").

2.The petition presented by Thermtech was on the basis of a judgment debt of HK$193,925.00 in DCCJ No. 5871 of 2002 dated 11 November 2002. A demand for the debt was served on the Company on 12 February 2003. After the petition was presented and on 15 March 2003 the Company took out an ex parte application on notice for the appointment of a provisional liquidator. The purpose for the application was to enable the Company which has serious cash flow problems of engaging RSM Nelson Wheeler Corporate Advisory Services Ltd to explore the possibility of novating certain contracts of Davenham Engineering Projects Ltd, a wholly-owned subsidiary of the Company, and to implement a scheme of arrangement for the Company and its subsidiary.

3.An order for the appointment of provisional liquidators was made on 15 March 2003 and when the petition came before Deputy Judge Poon on 28 April 2003, the Company sought an adjournment of four weeks for the provisional liquidator to further explore discussions with potential investors to implement a scheme of arrangement. The petition was therefore adjourned to 26 May 2003.

4.An affirmation was filed by the provisional liquidators on 22 May 2003 stating that the majority of the accounts receivable of the Company are not collectable and that although it would not be impossible for the Company to be restored to the approved list of supplier and specialist contractors for government projects, this would prove extremely difficult.

5.In the circumstances, the provisional liquidators do not appear to find it feasible to continue with any scheme of arrangement insofar as the Company is concerned. The Company no longer has any objection to a winding-up order against it. This being the position and as the petitioning debt is not in dispute and the Company is clearly insolvent, I make a winding-up order on the petition presented by Thermtech in HCCW No. 276 of 2003. The petition which was presented later in time being HCCW No. 285 of 2003 must be dismissed.

6.Insofar as costs are concerned, I order the costs of Thermtech be paid out of the Company's assets.

7.Mr Bernard Man who appeared for the Bank in the latter petition sought an order for costs only in respect of the hearing before the Deputy Judge on 28 April 2003. Having considered the letter of 8 April 2003 written by the solicitors for the Bank to which no reply was given by the Company's solicitors, I consider it justified for the Bank to appear by counsel on 28 April 2003. I therefore allow the costs incurred by the petitioner in HCCW No. 285 of 2003 in respect of the hearing on 28 April 2003 to be paid out of the Company's assets.

8.Other than the hearing before the Deputy Judge on 28 April 2003, I make no order as to costs in respect of the petitioner in HCCW No. 285 of 2003.

9.The Official Receiver's costs in relation to HCCW No. 285 of 2003 are to be paid out of the petitioner's deposit. The sum to be deducted is HK$6,500.00.

Representation:

Mr Jin Pao, instructed by Messrs Or, Ng & Chan, for the Petitioner in HCCW No. 276 of 2003

Mr Bernard Man, instructed by Messrs K B Chau & Co., for the Petitioner in HCCW Nos. 285 of 2003

Mr Jonathan Wong, instructed by Messrs Deacons, for the Company in HCCW Nos. 276 & 285 of 2003

Miss Sara Chung, for the Official Receiver