Re Cil Holdings Ltd

HCCW 702/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 702 OF 2005

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Before: Hon. Kwan J. in Court

Date of Hearing: 12 September 2006

Date of Judgment: 12 September 2006

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D E C I S I O N

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1.On 2 August 2006, I made an order to wind up CIL Holdings Limited (“the Company”) upon a creditor’s petition based on a debt of HK$1.5 million odd.

2.I have before me a notice of motion issued on 16 August 2006 by a contributory of the Company, Trade Honour Limited, to rescind the winding-up order.  I understand the winding-up order has not been sealed and perfected, so I do have power to rescind it under the inherent jurisdiction of the court.

3.What happened after the winding-up order was made was that the petitioning creditor and the Company conducted negotiations and the parties reached a settlement agreement by the letter of the Company’s solicitors dated 9 August 2006, which was confirmed by the petitioner’s solicitors.  It was agreed that the Company shall through its solicitors pay to the petitioner a total sum of HK$1.85 million being the agreed settlement sum inclusive of the principal debt, interest and cost.  The Company’s solicitors confirm and undertake to pay the agreed settlement sum on the Company’s behalf to the petitioner’s solicitors by way of a solicitor’s cheque issued by the Company’s solicitors payable within two days after the rescission of the winding-up order.  After the winding-up order is rescinded, the Company undertakes to discontinue High Court Action No. 432 of 2006 and to pay the petitioner’s solicitors the agreed legal costs incurred in that action within three working days thereafter.  Lastly, the Company has agreed to pay the Official Receiver’s costs incurred in the winding-up proceedings.

4.Regarding the financial status of the Company, there is produced to the court the unaudited financial statements made up to 30 June 2006.  It would appear from the unaudited accounts that the Company is solvent.

5.Further, subsequent to 30 June 2006, there was deposited into the Company’s account at the Guangdong Development Bank in the Mainland a sum of RMB20 million.  It was confirmed by the bank that the total credit balance of the Company as at 31 July 2006 stood at over RMB21 million.

6.The Official Receiver has no objection to the application.  By a letter of the Official Receiver dated 22 August 2006, it was confirmed that the Official Receiver is not aware of any matters which require investigation, nor is he aware of any supporting creditors or any other creditors.  The Official Receiver seeks costs in the sum of HK$10,500.00.

7.I would exercise my power to rescind the winding-up order.  The winding-up petition is dismissed.  I order the Official Receiver’s costs in the sum of HK$10,500.00 be deducted from the petitioner’s deposit.  Save as aforesaid, there would be no order as to the costs of this application.

Mr Martin W H Wong, instructed by Messrs Chong & Partners, for the Applicant, Trade Honour Limited

Ms Lau Chi Wai Lorinda, instructed by Messrs Eddie Lee & Co., for the Petitioner

The Official Receiver, attendance excused