RE EURO-ASIA AGRICULTURAL (HOLDINGS) CO LTD

HCCW 759/2003

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 759 OF 2003

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J U D G M E N T

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1. This petition to wind up Euro-Asia Agricultural (Holdings) Company Limited ("the Company") is presented by Chiyu Banking Corporation Limited. The Company was incorporated in Bermuda with a place of business in Hong Kong and is registered under Part XI of the Company Ordinance, Cap. 32.

2. The petition is founded on a debt of HK$31,182,971.55 as at the time of the petition which was filed on 15 July 2003. Prior to that, the petitioner has served a demand in respect of the indebtedness of the Company on 1 November 2002. Provisional liquidators were appointed for the Company on 16 July 2003. This petition has been adjourned on several occasions since it first came before the court in September 2003.

3. The purpose of the adjournments was to give an opportunity to the provisional liquidators to find an investor, so that a restructuring of the Company may be implemented. I should mention that the Company was listed on the Hong Kong Stock Exchange and trading in its shares has been suspended since 30 September 2002. I understand that the Company is to be de-listed by 1 May 2004, if a resumption proposal is not acceptable to the Stock Exchange.

4. At the last hearing of this petition on 29 March 2004, I was given to understand that the Stock Exchange has rejected the resumption proposal submitted on behalf of the Company and that the investor has indicated to the provisional liquidators that it would not proceed with the restructuring. The adjournment was granted on 29 March 2004 to give the provisional liquidators one last opportunity to locate another investor who might be interested in submitting another resumption proposal.

5. It would appear from the latest report of the provisional liquidators that they have not succeeded in doing so. In the circumstances, as the attempts to rescue the Company are of no avail, I order the Company to be wound up. The petitioner's costs are to be paid out of the Company's assets.

Representation:

Mr William Wong, instructed by Messrs Pang, Kung & Co., for the Petitioner

Mr Anson Wong, instructed by Messrs Cheung, Tong & Rosa, for theProvisional Liquidators

Miss Vivian Yeung, for the Official Receiver