Re Peace Mark Ltd

HCCW 419/2008

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 419 OF 2008

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AND

HCCW 420/2008

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 420 OF 2008

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(Heard Together)

Before:  Hon Kwan J in Court

Date of Hearing:  23 February 2009

Date of Judgment:  23 February 2009

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J U D G M E N T

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1.I have before me petitions presented by ABN AMRO Bank NV to wind up Peace Mark Limited (“PML”) and Peace Mark (Holdings) Limited (“PMHL”).  The debt demanded is over US$202 million, being a bridge loan made by a syndicate of financial institutions.  PML and its parent company are guarantors of the loan.

2.PMHL is listed on the Stock Exchange of Hong Kong Limited.  It is the parent company in a group of over 270 entities.  Trading in its shares has been suspended.  PML performed treasury functions in the group.

3.Provisional liquidators were appointed for both PML and PMHL on 10 September 2008.

4.The petitions first came before the court in November 2008.  They were adjourned for three months for the provisional liquidators to carry out post-completion work regarding the sale of certain assets, to conduct negotiations with potential purchasers and to complete investigations.

5.In respect of PMHL, the provisional liquidators seek an adjournment of a further three months to allow them to conduct negotiations with potential purchasers who may be interested in acquiring the company to take advantage of its listed status.

6.For PML, both the petitioner and the steering committee support the provisional liquidators’ view it should be wound up.  Investigations can be carried on after PML is put into liquidation.

7.I make an order to wind up PML.  The costs of the petitioner are to be paid out of its assets.  I further order the 2^nd report of the provisional liquidators in respect of this petition be placed on the court file in a sealed envelope and not be available for inspection without leave of the court.

8.Regarding the petition in respect of PMHL, I make these orders:

(1)     the petition is to be adjourned to 18 May 2009, 9:30 a.m., the petitioner is to submit draft directions three days in advance;

(2)     the provisional liquidators are to file a further report to the court by noon on 15 May 2009;

(3)     leave to the provisional liquidators and any creditor or contributory that has given notice of intention to appear to restore the petition to an earlier date by giving not less than seven days’ notice;

(4)     the provisional liquidators’ 2^nd report to the court dated 20 February 2009 be placed on the court file in a sealed envelope and not be available for inspection without leave of the court; and

(5)     the costs of today be in the cause of the petition.

Mr Douglas Lam, instructed by Messrs Lovells, for the Petitioner and Provisional Liquidators in both cases

The Respondent in HCCW 419/2008, absent

The Respondent in HCCW 420/2008, absent

Ms Vivian Yeung for the Official Receiver