Re Yuet Wing (International) Trading Co Ltd

HCCW 203/2001

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 203 OF 2001

______________________

______________________

Before : Hon Kwan J in Chambers

Date of Hearing : 12 October 2007

Date of Decision : 12 October 2007

______________________

D E C I S I O N

______________________

1.I have before me an application taken out by the joint and several liquidators of Yuet Wing (International) Trading Company Limited (“the Company”), seeking an order that all proceedings in the winding up of the Company be permanently stayed, that retrospective sanction may be granted for the appointment of the solicitors in advising and assisting them in making this application, and other consequential directions.

2.The Company was incorporated on 29 January 1985 and is a wholly owned subsidiary of Guangdong Metals and Minerals Import & Export (Group) Corporation (“GMMIE”), a company incorporated in Mainland China.  The Company was wound up on the petition of a creditor Sin Hua Bank Limited (“SHB”) on 16 May 2001.  The liquidators were pointed by an order of the court on 12 September 2001.  On the same day, a committee of inspection comprising SHB and The Kwangtung Provincial Bank Hong Kong branch (“KPB”) was formed.  KPB and SHB were the only creditors that had filed a proof of debt in the liquidation.

3.GMMIE had provided guarantees to KPB for repayment of sums advanced to the Company up to a total of HK$100 million.

4.In October 2001, SHB and KPB merged with the Bank of China (Hong Kong) Limited (“BOC”) and all their rights and liabilities were transferred to and vested in BOC, so BOC became the only member of the committee of inspection, and the only creditor of the Company.

5.On 31 August 2005, BOC brought proceedings in Guangzhou against GMMIE under the guarantees in respect of the liabilities of the Company.  An agreement was reached by BOC and GMMIE in December 2005, by which GMMIE agreed to pay BOC HK$15 million plus costs in full and final settlement of any liability which GMMIE as a guarantor and the Company as the borrower owed to BOC.  The settlement sum was fully paid by GMMIE to BOC, as confirmed by a letter of BOC dated 9 February 2007.

6.BOC has withdrawn its claim in the liquidation of the Company and there are at present no claims against the Company in its liquidation.  GMMIE is desirous of reviving the Company and resuming its business.  The liquidators have opined that the Company would have sufficient capital to continue its business, if a permanent stay of the winding-up proceedings is granted.  They are not aware of any matter in the affairs of the Company which would require further investigation.

7.Notice of this application has been given to the Official Receiver, and he has no objection to the application.

8.GMMIE has undertaken to pay the costs of the liquidators and of the Official Receiver in relation to the liquidation and in this application.  There is no reason why the Company should remain in liquidation.

9.It is appropriate in the exercise of my discretion to grant a permanent stay of the winding-up proceedings in the circumstances.

10.I make an order in terms of the draft submitted to me.

Miss Sara Tong, instructed by Messrs Kennedy, for the Liquidators