Re Pacific Gain Technologies Ltd (in Creditors’ Voluntary Liquidation) (The “Company”)

HCMP 763/2015

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 763 OF 2015

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D E C I S I O N

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1.I have before me an ex-parte Originating Summons for orders staying the creditors’ voluntary winding-up that the Company is currently subject to.  The reason for the application is technical.  The Company is solvent and was put into liquidation in November 2014 by the passing of a special resolution of the Company on 18 November 2014, on the same day the directors passed a resolution authorising the execution of a certificate of solvency. 

2.The special resolution was filed with the Registrar of Companies on 17 December 2014 and the Certificate of Solvency on 22 December 2014, both by the liquidator.  The Certificate of Solvency was filed out of time with the result that the liquidation was automatically converted from a members’ voluntary into a creditors’ voluntary winding‑up under section 233(4) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

3.As the Company is solvent it does not have any creditors, and therefore the creditors’ voluntary winding-up process is inapposite, the application to stay the creditors’ voluntary winding-up is made in order that the members’ voluntary winding-up procedure can be recommenced.

4.Self-evidently the order that is sought will not prejudice any creditor of the Company and there is nothing to suggest that the Company should be liquidated by a procedure that is not supervised by its members. 

5.I therefore will make an order staying the current winding‑up. 

6.A sealed copy of this order should be filed with the Registrar of Companies. 

7.I make no order as to costs.

Ms Margaret Chan, instructed by W T Law Offices, for the applicant