Re China Gold Development Group (HK) Ltd

HCMP 1793/2013

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1793 OF 2013

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D E C I S I O N

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1.This is a petition for the sanction of a reduction of capital of China Gold Development Group (H.K.) Limited which is in excess of the wants of the company.

2.The company was incorporated on 4 November 1997 in Hong Kong.  As at the date of the petition, its authorised and issued share capital is HK$81.9 million divided into 81.9 million ordinary shares of HK$1 each.  65,520,000 shares are held by Best Ground Group Limited.  16,373,000 are held by China Mining Investment Limited.  The remaining 7,000 shares representing approximately 0.0085 per cent interest in the issued capital of the company are held by an individual called Long Lan.

3.The company’s principal activity has been the holding of equity interests in a mainland company engaged in the business of gold mining and refinery.  In March 2012 the company disposed of a 20 per cent interest in the mainland company retaining since then a 30.049 per cent equity interest in it.  The audited financial statements of the company show that it has net assets in the amount of HK$82,394,843 of which HK$33,222,777 was cash in bank.

4.It is now proposed to reduce the authorised and issued share capital of the company by cancelling the capital paid up to the extent of 39 cents on each issued share, reducing its nominal value to 61 cents.  It is proposed that the credit arising in the sum of HK$31,941,000 in aggregate be returned to the shareholders as capital in excess of the needs of the company.

5.I am satisfied that the statutory requirements have been complied with and the capital to be returned is indeed more than what the company needs.

6.The liabilities of the company, which consist of unpaid dividends due to Long Lan and are in very small amounts, have been provided for adequately by the undertaking offered.  So has the payment of the capital to be returned to Long Lan.

7.In accordance with the established principles, I therefore exercise my power to sanction the reduction of capital.

Ms Teresa Wu, instructed by Li & Partners, for the petitioner