Re Glory Rise Ltd (in Liquidation)

HCCW 568/2002

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 568 OF 2002

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Before: Hon Kwan J in Chambers

Date of Hearing: 21 May 2009

Date of Decision: 21 May 2009

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D E C I S I O N

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1.This is an application taken out by the liquidators of Glory Rise Limited (“the Company”) pursuant to section 209A of the Companies Ordinance, Cap. 32 for an order that the compulsory winding up of the Company be conducted as if the winding up were a creditors’ voluntary winding up.

2.The winding-up order was made on 17 November 2004.  The liquidators were appointed by an order dated 22 October 2008 without a committee of inspection.  A creditors’ meeting was held on 26 November 2008 and a resolution was passed unanimously by the two creditors, whose proofs of debt against the Company amounted to over $9.5 million in the aggregate, to convert the compulsory winding up to a creditors’ voluntary winding up, and an application is to be made to the court for this purpose.  The two creditors represented all creditors whose debts were admitted for voting purpose and the quorum as required by rule 123(1) of the Companies (Winding-up) Rules was met.  The reason for the resolution is to maximise the assets available to the creditors, as a creditors’ voluntary winding up will avoid the payment of certain fees under the Companies (Fees and Percentages) Order.

3.The liquidators have summoned a meeting of contributories in March 2009 to consider a similar resolution but the two meetings of the contributories were inquorate.

4.The Company has been in liquidation for 4 years and 6 months, during which time the Official Receiver’s Office has received a statement of affairs and realised HK$4,000 odd being the balance of the Company’s bank account as at the date of the winding up.  There is only one substantial asset of the Company being a property in Sai Kung, and this has been sold by a sale and purchase agreement entered into in March 2009.  The consideration is HK$5,950,000.  Completion has been postponed to 25 May 2009.  The liquidators have estimated a dividend to creditors of 51.08 cents in the dollar in a voluntary liquidation, as opposed to 47.26 cents in the dollar in a compulsory winding up.

5.The liquidators have filed evidence to satisfy the court of the matters to which the court should have regard under section 209A(2).

6.Under section 209A(1)(b), the application should be made not later than 3 months from the date of the resolution to make such an application or such further time as the court may permit.  The liquidators have explained why this application was not made within 3 months of the date of the passing of the resolution in the creditors’ meeting.  They have confirmed there is no material change in the position of the Company during the period when the resolution was passed up to present.

7.It is appropriate to grant the relief sought.  I make an order in terms of the summons.

Mr Jerry Chung, instructed by Messrs Johnnie Yam, Jacky Lee & Co., for the Joint and Several Liquidators of the Company

The Official Receiver, attendance excused