Re Vancouver Fur & Leather (HK) Ltd

HCCW 1293/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1293 OF 2004

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Before: Hon Kwan J in Court

Date of Hearing: 27 June 2005

Date of Judgment: 27 June 2005

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J U D G M E N T

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1.This amended petition was presented by the Bank of China (Hong Kong) Limited, as the successor corporation to the Yien Yieh Commercial Bank Limited.  In the amended petition, the petitioner seeks an order to restore the name of the company in question, Vancouver Fur & Leather (H.K.) Limited (“the Company”), to the register of companies and upon reinstatement of the Company, an order to wind up the Company.

2.Yien Yieh Commercial Bank obtained a judgment against the Company by an order dated 9 August 1999 in HCMP No. 2981 of 1999.  The Company was to pay the principal sums of HK$5,840,979.75, HK$2,515,970.20, HK$1,464,641.92 and HK$1,611,379.86.  After applying the net proceeds of sale of the mortgaged property, as at 28 June 2004, the Company was indebted to the petitioner for HK$4,612,130.96.  A demand for this deficit was served on the Company pursuant to section 178(1)(a) of the Companies Ordinance, Cap. 32 on 20 July 2004.

3.On 6 August 2004, the Company was dissolved under section 291(6) of Cap. 32.  It was struck off the register of companies when notice to that effect was gazetted.

4.The summons for the amendment of the petition, the amended petition and the supporting evidence was served on the Company at its registered office.  The petitioner also attempted to effect service of aforesaid documents on the two directors and shareholders of the Company, one Chen Jincheng Eddie, by post to the last known address of this individual in an address in Guangdong Province, and one Lo Shui Hung, by post to his last known address in Kowloon.  Inquiries made by the petitioner revealed that Mr Lo had moved out of his last known address in Kowloon for a long time.  The documents served on Mr Chen and Mr Lo by post were returned by the Post Office marked “insufficient address” or “addressee unknown”.

5.On 6 June 2005, the petitioner’s solicitors enquired with the Registrar of Companies if he has any objection to the reinstatement of the Company.  They received a reply from the Registrar on 14 June 2005 stating that there is no objection. 

6.The petitioner has obtained a judgment against the Company.  That judgment was satisfied only in part before the Company was dissolved.  The petitioner has done what it could to give notice of the amended petition to the directors and shareholders.  I think it appropriate in these circumstances to make an order under section 291AB to reinstate the Company.

7.I further order that the petitioner is to deliver to the Registrar of Companies a sealed copy of this order within 7 days hereof, and that the petitioner is to pay the Registrar of Companies the agreed costs of HK$6,000.00.  I order that on reinstatement of the Company, the Company is to be wound up.  The petitioner’s costs are to be paid out of the assets of the Company.

Mr Daniel WS Chan, instructed by Messrs Gallant YT Ho & Co., for the Petitioner

The Company: not represented, absent

Mrs C Sit, for the Official Receiver