RE KOCH ASPHALT PRODUCTS (HONG KONG) CO LTD

RE KOCH ASPHALT PRODUCTS (HONG KONG) CO LTD

Both statutory ground of inability to pay debts (established by the shareholder loan and statutory demand and insolvency of the PRC investee) and the just and equitable ground (irretrievable breakdown between shareholders) were made out; given the provisional liquidators' evidence that realisable assets are unlikely...

Source-derived case information.

Citation
RE KOCH ASPHALT PRODUCTS (HONG KONG) CO LTD
Parties
Petitioner (shareholder): Unnamed Petitioner (shareholder); Company (subject): Koch Asphalt Products (Hong Kong) Company Limited; Provisional Liquidators: Provisional Liquidators; Official Receiver: Official Receiver; Shareholder: Sino Fame (H.K.) Limited; Subsidiary/investee (prc): Zhengzhou Koch Asphalt Products Co Ltd; Creditor: The Bank of Tokyo Mitsubishi
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
5 June 2006
Case Number
HCCW851/2005
Procedural Posture
Companies (winding Up) Petition / Judgment / Order Made (winding Up by Summary Procedure)
Outcome
Order made to wind up the Company by way of summary procedure under section 227F of the Companies Ordinance, Cap. 32
Legal Topics
Winding Up, Summary Procedure Under S.227 F, Statutory Demand, Just and Equitable Ground, Provisional Liquidation
Source Language
en
Company Law Insolvency Law Civil Procedure Cross Border Insolvency Winding Up Summary Procedure Under S.227 F Statutory Demand Just and Equitable Ground +1 more

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Parties

Unnamed Petitioner (shareholder)

Petitioner (shareholder)

Koch Asphalt Products (Hong Kong) Company Limited

Company (subject)

Provisional Liquidators

Provisional Liquidators

Official Receiver

Official Receiver

Sino Fame (H.K.) Limited

Shareholder

Zhengzhou Koch Asphalt Products Co Ltd

Subsidiary/investee (prc)

The Bank of Tokyo Mitsubishi

Creditor

Procedural Posture

Companies (winding Up) Petition / Judgment / Order Made (winding Up by Summary Procedure)

Legal Issues

  1. 1 Whether the Company is unable to pay its debts
  2. 2 Whether just and equitable ground for winding up is established due to breakdown of shareholder relations
  3. 3 Whether winding up by summary procedure under s.227F is appropriate given likely realisations

Ratio Decidendi

Both statutory ground of inability to pay debts (established by the shareholder loan and statutory demand and insolvency of the PRC investee) and the just and equitable ground (irretrievable breakdown between shareholders) were made out; given the provisional liquidators' evidence that realisable assets are unlikely to exceed HK$200,000, the court ordered winding up by summary procedure under section 227F.

Court Disposition

Order made to wind up the Company by way of summary procedure under section 227F of the Companies Ordinance, Cap. 32

Orders

  • Company to be wound up by way of summary procedure under section 227F of the Companies Ordinance, Cap. 32
  • Order made in terms of the draft submitted to the court