Re Sino Trade Asia Ltd

HCCW 827/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 827 OF 2004

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Before: Hon Kwan J in Chambers

Date of Hearing: 16 February 2005

Date of Decision: 16 February 2005

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D E C I S I O N

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1.This is an application taken out by the provisional liquidators of Sino Trade Asia Limited (“the Company”) under sections 182 and 193 of the Companies Ordinance, Cap. 32.  The provisional liquidators seek an order that they be at liberty to sell, transfer, deal with or otherwise dispose of certain assets of the Company, being electronic chips listed in the 1^st Schedule to the summons, by public auction or private contract or to sell them in parcels.  They also seek an order that they be at liberty to terminate the lease agreement in relation to the premises occupied by the Company, as described in the 2^nd Schedule to the summons.

2.The provisional liquidators were appointed on an ex parte application made on 29 July 2004.  The appointment was continued at an inter partes hearing on 6 August 2004 pending a decision by the Company whether to oppose the appointment.  Subsequently by letter dated 18 August 2004, the Company indicated that it would not oppose the appointment of provisional liquidators but would oppose the petition.

3.By paragraph 3(p) of the appointment order, leave of the Court is required to dispose of any assets of the Company. 

4.The electronic chips being the subject of this application were recovered by the provisional liquidators in the circumstances described in the supporting affidavit.  They were the subject of a transaction purportedly entered into between the Company and a company in Korea known as Maxon Telecom Company Limited (“Maxon”).  The full circumstances relating to the purported transaction would require further investigation but the key issue at the moment is whether the chips having been recovered should be sold.  No party so far has laid claim to the chips or demanded payment for the chips.  There is material before the Court to indicate that the transaction purportedly entered into with Maxon might not be genuine.

5.The provisional liquidators have obtained a valuation of the chips with a fair market value of HK$400,000.00.  They are of the view that the chips should be sold as there could be rapid changes in demand for the chips.  I am satisfied it is in the best interest of the Company to dispose of the chips as proposed by the provisional liquidators.

6.As for the lease of the premises which have been occupied by the Company, the provisional liquidators are desirous of terminating the lease, taking the view that there is no benefit to the Company in continuing to maintain the lease. 

7.No business has been conducted by the Company and the nature of the business of the Company is such that no specific premises would be required for the business allegedly carried on.

8.Although there would appear to be power in paragraph 3(k) of the appointment order for the provisional liquidators to terminate the lease, they have considered it prudent to seek directions from the court in so doing. 

9.The application is not opposed by the Company or by the Official Receiver.  I am satisfied in the present circumstances it would be appropriate to grant the application and I make an order in terms of paragraphs 1 to 3 of the summons. 

Mr Darton, of Messrs White & Case, for the Provisional Liquidators

Ms Chan Ngo Yin, of Messrs K Y Lo & Co., for the Company

Official Receiver, attendance excused