Re Fortune Newton Ltd

HCMP 609/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 609 OF 2005

____________

____________

Before: Hon Kwan J in Court

Date of Hearing: 21 April 2005

Date of Judgment: 21 April 2005

_______________

J U D G M E N T

_______________

1.I have before me an originating motion issued by the sole liquidator of Fortune Newton Limited (“the Company”) for an order that the voluntary winding up of the Company pursuant to a resolution passed by the members at an extraordinary general meeting on 21 June 2002 be stayed permanently.  The application is made under sections 255(1) and 209(1) of the Companies Ordinance, Cap. 32.

2.The Company was incorporated on 16 May 1991 with an authorised share capital of HK$10,000.00 divided into 10,000 shares of HK$1.00 each.  Only 2 shares were issued to Everwin Development Limited (“Everwin”) and Longevity (Nominees) Limited (“Longevity”).  Longevity held its one share on trust for Everwin.

3.Everwin was and is a subsidiary of Henderson Investment Limited (“HIL”), a listed company in Hong Kong.

4.The Company was set up by HIL for the purpose of applying for and holding the general restaurant licences for the restaurants located at Newton Hotel Hong Kong and Newton Hotel Kowloon.

5.In 2002, an annual review was made by HIL on the inactive companies of the Henderson group.  The Company was mistakenly thought to be no longer holding the general restaurant licences.  As a result, it was decided that the Company should be wound up voluntarily.

6.The Company then followed the procedure to commence voluntary winding up.  It had been rendered dormant since the winding up in June 2002 and was formally dissolved on 21 May 2003.

7.It was later discovered that the decision to place the Company into voluntary liquidation was wrongly made.  To rectify the situation, an application was made to the court under section 290 to declare the dissolution of the Company void.  That application was granted on 4 January 2005.

8.As mentioned, the Company was established for the sole purpose of holding the general restaurant licences for the restaurants of the two hotels.  If the winding up proceedings are not stayed, the hotels would have to apply for a new licence for each of the restaurants premises.  The restaurants would have to close down for a period for the government department to process the application and business would be affected.  HIL desires the Company to continue holding the general restaurant licences for its operation of the hotels, and agrees to provide financial support to the Company to enable it to operate as a going concern.

9.There are no unpaid creditors and the liquidation accounts are simple.  The liquidator confirms there are no liabilities of the Company and the expenses of the liquidation including the liquidator’s remuneration have been provided for.  I am satisfied in the circumstances it is appropriate to exercise my discretion to grant a stay of the winding-up proceedings permanently.  I therefore make an order in terms of the draft submitted to me.

Miss Jacqueline K L Lee, instructed by Messrs Woo, Kwan, Lee & Low, for the Applicant