Re Hang Fung Jewellery Co Ltd

HCCW 503/2008

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 503 OF 2008

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Before: Hon Kwan J in Court

Date of Hearing: 7 September 2009

Date of Judgment: 7 September 2009

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J U D G M E N T

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1.This petition for winding up was presented by HSBC against Hang Fung Jewellery Company Limited (“the Company”) on 17 October 2008.

2.Provisional liquidators were appointed for the Company and its ultimate parent company 3D-Gold Jewellery Holdings Limited (“3D-Gold”) on the same day. The shares of 3D-Gold were listed on the Main Board of the Stock Exchange Hong Kong Limited and trading was suspended since 30 September 2008. The Company was the key asset-holding subsidiary in the 3D group.

3.As at 16 October 2008, 3D-Gold and the Company were indebted to the petitioner of HK$4.2 million and US$62.4 million for banking facilities and guarantees to the petitioner. A statutory demand was served on 3D-Gold and the Company on 17 October 2008.

4.It is not in dispute that both companies are hopelessly insolvent.

5.A restructuring agreement was entered into on 23 December 2008 for 3D-Gold and the relevant subsidiaries and on 7 July 2009, the court granted orders sanctioning the schemes of arrangement.

6.The Company is not required as part of the resumption proposal for 3D-Gold, and the provisional liquidators have not been able to devise any restructuring for the Company.

7.The petitioner and the provisional liquidators seek a winding-up order today. There is no opposition to this.

8.I make an order that the Company be wound up and that the costs of the petitioner are to be paid out of the Company’s assets.

Mr Alan Kwong, instructed by Messrs JSM, for the Petitioner

Mr Eugene Kwok, instructed by Messrs Baker & McKenzie, for the Company and the Joint & Several Provisional Liquidators

Messrs O’Melveny & Myers, for the Creditor, Standard Chartered Bank (Hong Kong) Limited, absent

Miss Vivian Yeung, for the Official Receiver