Re Affluence Pictures Ltd

HCCW 12/2008

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 12 OF 2008

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Before: Hon Kwan J in Court

Date of Hearing: 4 February 2009

Date of Judgment: 4 February 2009

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J U D G M E N T

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1.This is an application made by Affluence Pictures Limited (“the Company”) and its contributory Wong Yat Cheung to rescind the winding-up order I made against the Company on 13 November 2008, alternatively to stay the winding-up proceedings permanently.  As the winding-up order has not been drawn up and sealed, the court has jurisdiction to rescind it.

2.The grounds upon which the court may exercise its discretion to rescind a winding-up order where the petitioning debt is not in dispute are well established and are as follows:

(1) the petitioning debt and all the sums owed to supporting creditors have been paid or arrangements are made to pay them forthwith upon dismissal of the petition;

(2) it is established that the company is solvent; and

(3) the Official Receiver does not consider the affairs of the company would require investigation and that his costs are paid.

(Re SY Engineering Company Limited [2000] 4 HKC 464 at 467C)

3.Evidence has been filed in this application to address each of the above grounds and I am satisfied they are fulfilled.

4.The Company has reached a settlement with the petitioning creditor to settle the petition debt.  RMB 1,388,888 was paid to the petitioner by Jing’s Production Limited, which has the same shareholders as the Company, on 30 December 2008 in full and final settlement of the debt, including the legal costs incurred by the petitioner in these proceedings.

5.No supporting creditors have appeared in the petition.  No proof of debt has been received by the Official Receiver.

6.According to the management accounts of the Company, it has two other creditors, Jing’s Production Limited and Vigor Creative Productions Limited.  In both instances, they have accepted an arrangement by which Wong Yat Cheung would repay the respective debts owed to them of $986,507 and $190,000 within 14 days of the dismissal of the petition.  Furthermore, Jing’s Production Limited has agreed not to demand repayment from the Company of the settlement sum of RMB 1,388,888 it has paid on the Company’s behalf in the near future.

7.As a result of the above arrangements, I am satisfied that the Company is solvent.

8.The Official Receiver has confirmed he does not consider the affairs of the Company would require further investigation.

9.The costs of the Official Receiver in this application and in respect of the winding-up proceedings have been secured at the Official Receiver’s office and will be borne by the applicants.

10.I therefore make an order to rescind the winding-up order and dismiss the petition.  I assess the Official Receiver’s costs of this application on a gross sum basis at $4,000, to be paid by the applicants.

11.Save as aforesaid, I make no order as to the costs of this application.

Ms Bethany M Y Chan, instructed by Messrs Rowland Chow, Chan & Co, for the Petitioner

Mr Benny Lo, instructed by Messrs Rowdget W Young & Co, for the Company and its contributory, Wong Yat Cheung

Miss Ada Sze, for the Official Receiver