Re Ocean Grand Holdings Ltd

HCCW 382/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 382 OF 2006

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AND

HCCW 384/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 384 OF 2006

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AND

HCCW 637/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 637 OF 2006

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AND

HCCW 638/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 638 OF 2006

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___________________

(Heard Together)

Before: Hon Kwan J in Court

Date of Hearing:  21 September 2009

Date of Judgment:  21 September 2009

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J U D G M E N T

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1.There are listed before the court four petitions in relation to Ocean Grand Holdings Limited (“Holdings”), Hing Yip Holdings (Hong Kong) Limited (“Hing Yip”), OG Development Company Limited (“OGD’) and Sky Leader Industries Limited (“Sky Leader”). Provisional liquidators have been appointed for all of them. The provisional liquidators seek an adjournment for Holdings and an order to wind up the other three companies.

2.Holdings is a listed company. The provisional liquidators entered into a restructuring agreement for the implementation of a restructuring proposal for Holdings in December 2007 and since June 2008, Holdings has re-activated its trading of aluminium products through companies indirectly held by Holdings. The long stop date of the restructuring agreement has been extended to 31 December 2009.

3.The Stock Exchange of Hong Kong Limited is in the process of reviewing the resumption proposal of Holdings, the latest submission of Holdings was made on 4 September 2009. It is estimated by the provisional liquidators that it may take another six months for the Stock Exchange to complete its review.

4.After conditional approval has been obtained from the Stock Exchange on the resumption proposal, the provisional liquidators will proceed with the preparation and finalisation of annual audits of Holdings for the year ended 2006 to 2009, they will apply to the Bermuda court to convene a scheme meeting, and make preparation for convening a special general meeting of Holdings to approve the proposed restructuring. They estimate these steps will take another 3 to 4 months after conditional approval is obtained from the Stock Exchange.

5.The outlook for the restructuring of Holdings remains positive. On this basis, the provisional liquidators seek an adjournment of the petition of Holdings for nine months. I will grant the adjournment. The petition is adjourned to 21 June 2010. There will be an order in terms as per the draft order submitted.

6.For the other three companies, Hing Yip, OGD and Sky Leader, they do not form part of the restructuring agreement for Holdings, and despite their efforts, the provisional liquidators have not been able to secure any interested investor through which a restructuring arrangement could be implemented.

7.I am satisfied on the evidence submitted by the provisional liquidators that each of these companies is insolvent. There is no opposition to the petitions.

8.I order Hing Yip, OGD and Sky Leader to be wound up. The petitioner’s costs in each of the petitions are to be paid out of the assets of the company concerned.

Mr Eugene Kwok, instructed by Messrs Baker & McKenzie, for the Petitioner and Provisional Liquidators in all cases

Miss Vivian Yeung for the Official Receiver