Re Pro-op Contracting (Int'L) Ltd

HCCW 587/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 587 OF 2006

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Before: Hon Kwan J in Court

Date of Hearing:  19 March 2007

Date of Judgment: 19 March 2007

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J U D G M E N T

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1.This is a winding-up petition presented by a contributory Ho Kin Yip Vincent on the just and equitable ground under section 177(1)(f) of the Companies Ordinance, Cap. 32.  The company in question is called Pro-Op Contracting (Int’l) Limited (“the Company”).  It was incorporated in Hong Kong on 30 December 1999.  The petitioner and the 1^st respondent Lui Tak Tim Curtas are the only shareholders, with the petitioner holding 51,000 of the issued shares and the 1^st respondent holding the remaining 49,000 shares.  They are also the only directors. 

2.The petitioner has been unable to effect personal service of the petition on the 1^st respondent.  He obtained an order from a Master on 24 January 2007 for substituted service of the petition by advertisement in a newspaper and by post sent to the 1^st respondent’s last known address.  That order has been complied with. 

3.The notice of hearing of this petition was also advertised in a newspaper.  The 1^st respondent has not appeared or filed any evidence in opposition. 

4.On the evidence filed by the petitioner, the Company has ceased trading since July 2002.  The directors have been in deadlock.  No audited accounts have been prepared since the financial period ended 30 June 2002.  The Company was unable to settle its tax liability and pay legitimate creditors, as the 1^st respondent being a co-signatory of the bank accounts of the Company had refused to sign company cheques notwithstanding funds available in the accounts.  I understand the petitioner had to settle some of the debts of the Company with his own funds. 

5.The petitioner has attempted to convene an extraordinary general meeting to pass a resolution to put the Company into voluntary liquidation.  The 1^st respondent has failed to respond at all. 

6.The Company is clearly unable to function as its directors are in deadlock.  It has ceased trading for over four years.  It seems to me it would be just and equitable to wind up the Company. 

7.I therefore make a winding-up order.  The petitioner’s costs, including the costs reserved on 14 March 2007, are to be paid out of the assets of the Company.

Ms Eling Lee, instructed by Messrs Knight & Ho, for the Petitioner 

The 1^st Respondent, acting in person, absent

Mr Harry Lo, for the Official Receiver