Re Shanxi Central Pharmaceutical International Ltd

HCCW 1003/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1003 OF 2004

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Before: Hon Kwan J in Court

Date of Hearing: 28 February 2005

Date of Judgment: 28 February 2005

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J U D G M E N T

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1.This is a petition to wind up Shanxi Central Pharmaceutical International Limited (“the Company”) presented by DBS Bank (Hong Kong) Limited.  The Company was incorporated in Bermuda and its shares have been listed in The Stock Exchange of Hong Kong Limited. Trading in the shares has been suspended since July 2003.  The Company was placed into the third stage of the delisting process  since 10 September 2004 and that means it would have six months to submit a valid resumption proposal by 9 March 2005, otherwise the Company would be delisted. 

2.The petitioning debt is in the sum of HK$ 32,407,611.97, being the balance of a judgment debt obtained by the petitioner in HCA No.1108 of 2003 on 23 February 2004.  A demand for the debt was served on the principal place of business of the Company on 26  June 2004 and the petition herein was presented on 15 September 2004.

3.On 8 November  2004, I made an order appointing provisional liquidators to the Company on the application of the petitioner,  for provisional liquidators to explore a restructuring of the debts and a resumption of trading in the shares of the Company.  On 15 November 2004,  the petition was adjourned to today for the provisional liquidators to look for potential investors.  

4.The provisional liquidators have reported to  the court on 25  February 2004.  In the very limited time available to them, they have found three interested investors but as it transpired, the resumption proposal of one of them failed to meet the requirements in the Listing Rules, another  has stated that it is unable to submit a resumption proposal before the deadline for delisting, and the third has withdrawn negotiations.  As matters now stand, there is no potential investor that would be in a position to  submitt a valid resumption proposal before the deadline and there is no prospect of formulating a restructuring with the aim of restoring the listing of the shares on the Stock Exchange.  In these circumstances, the petitioner seeks a winding-up order today.

5.I order the Company to be wound up and that the provisional liquidators are to continue to act as such until they or some other person are appointed as liquidators, pursuant to section 194(1)(aa) of the Companies Ordinance, Cap. 32.   I further order the petitioner’s costs in the petition to be paid out of the assets of the Company, save for the costs of the summons issued by the petitioner on 25 February  2005, as this summons is wholly unnecessary.

Miss Teresa Wu, instructed by Messrs. Wilkinson & Grist, for the Petitioner 

The Company, Shanxi Central Pharmaceutical International Limited, absent

Miss Vivian Yeung for the Official Receiver