耀榮投資控股清盤抗辯理由不獲接納

        文章日期：2007年3月20日

【明報專訊】「演唱會之父」張耀榮，其持有的耀榮娛樂（現稱耀榮投資控股）昨日遭高院頒令清盤。耀榮因拖欠藝能娛樂（國際）有限公司82萬多元，今年年初遭藝能娛樂申請清盤；耀榮一方抗辯指，藝能及其高層張國忠與耀榮亦牽涉其他錢債官司，若耀榮被頒令清盤，便無法繼續向藝能等進行訴訟，但不獲法官接納。

與藝能娛樂另涉錢債官司

藝能娛樂昨日指，早前興訟區域法院，向耀榮追討82多萬元「左麟右李演唱會」門票的費用，耀榮被裁定敗訴，須向藝能還款，是次清盤呈請牽涉這筆欠債。不過，耀榮一方指，藝能高層張國忠與耀榮乃牽涉其他錢債訴訟，其中，耀榮指張國忠83年與他合作拍攝電影《廣東五虎之鐵拳無敵孫中山》，曾保證賺錢，最後虧蝕409萬元，遂向張國忠追債。另外，張耀榮兒子張永新旗下公司，早前入稟高院，申請張國忠持有的公司清盤。耀榮代表昨日指，若能收回該筆欠款，便可向藝能清還82萬多元欠債，唯法官認為上述錢債訴訟與本清盤案無關，亦非抗辯理由，故頒令耀榮清盤。

譚詠麟與李克勤昨日在電視城聞得張耀榮的公司被藝能申請清盤，身為藝能董事之一的阿倫無奈地說：「我真的不知道，兩位張生（張耀榮、張國忠）都認識好耐，我一直主張他們以和為貴，坐下來傾，但始終要對簿公堂。我只能說，我是小孩子，不知大人的事。」阿倫嘆謂公司決策人太多，所以他理不到，但問心無愧。克勤同樣對事件感到無奈，因為他無力去改變雙方的矛盾。

【案件編號：HCCW 13/2007】

HCCW 13/2007

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 13 OF 2007

____________

	IN THE MATTER of YIU WING INVESTMENT HOLDINGS LIMITED formerly known as YIU WING  ENTERTAINMENT COMPANY LIMITED
	and
	IN THE MATTER of the Companies Ordinance, Cap. 32

____________

Before: Hon Kwan J in Court

Date of Hearing: 19 March 2007

Date of Judgment: 19 March 2007

______________

J U D G M E N T

______________

1.  This is a creditor’s petition to wind up Yiu Wing Investment Holdings Limited, formerly known as Yiu Wing Entertainment Company Limited (“the Company”).  The petition was presented by Impact Entertainment (International) Limited trading as Entertainment Impact.

2.  The petition was founded on a judgment debt obtained on 1 November 2006 in DCCJ No. 4550 of 2004 in the sum of HK$826,788.17 with interest and costs to be taxed.  On 17 November 2006, the petitioner served a demand for the judgment debt on the Company.  As the demand was not complied with, this petition was presented on 10 January 2007.  The Company has by its director Cheung Yiu Wing filed an affirmation on 16 March 2007 to oppose the petition.

3.  It does not appear from Cheung Yiu Wing’s affirmation that the judgment debt obtained by the petitioner in the District Court is in dispute.  What he said is that his relationship with Cheung Kwok Chung, the person who controls the petitioner, is not confined to the judgment debt in DCCJ No. 4550 of 2004.  There are other dealings between him, Cheung Kwok Chung and their family members and these other dealings should be taken into account.  He contended that it would be unfair to allow the petitioner to wind up the Company, as that would effectively stop the Company from pursuing claims against Cheung Kwok Chung and his companies.

4.  In his affirmation in opposition, Cheung Yiu Wing mentioned two specific incidents being other claims that the Company and his family member would wish to pursue against Cheung Kwok Chung and other companies of the latter.

5.  The first claim is the subject of High Court Action No. 2315 of 2006 and arose out of a joint venture agreement entered into by the Company, Mandarin Films Distribution Company Limited and Impact Films Investment Limited (“Impact Films”).  Impact Films is another company of Cheung Kwok Chung.

6.  It was alleged that Impact Films was in breach of the joint venture agreement in that it had failed to provide detailed accounts of the joint venture to the parties and that the Company was not given documentation to verify the accounts of the joint venture regarding the alleged loss of about HK$4 million.  It was further contended that the Company should not be liable for 50% of the loss when it was only entitled to 25% of the profits.  Last but not least, Cheung Kwok Chung was under an obligation to indemnify the loss of the Company and has not done so regarding the Company’s loss in the joint venture.

7.  I am unable to see how the claim of the Company in the High Court Action could constitute a ground for opposing the winding-up petition presented by the petitioner, which is a wholly separate entity from Impact Films.  Whatever claims the Company might be able to pursue against this separate company Impact Films would have no relevance to its liability to pay the judgment debt to the petitioner and cannot be relied on in any way as a set-off.

8.  The other claim raised in Cheung Yiu Wing’s affirmation is not even a claim of the Company.  It is in respect of a winding-up petition in HCCW No. 63 of 2007 presented by Angelita International Company Limited (“Angelita”) against Super Impact Production Limited (“Super Impact”).

9.  I am given to understand that Super Impact is a company run by Cheung Kwok Chung.  Angelita is owned substantially by Cheung Yiu Wing’s son, Cheung Wing Sun Sunny.  It was contended that if Angelita should succeed in its winding-up petition and if it should receive any payment or dividends in the winding up of Super Impact, Angelita would be prepared to undertake to pay any such sums on behalf of the Company to discharge the judgment debt to the petitioner.

10.  For the reason as mentioned earlier, this would not constitute a set-off in any way of the judgment debt owed by the Company to the petitioner.  There is no cross-claim of any kind that may be relied on by the Company to reduce or discharge the judgment debt owed by it to the petitioner.

11.  In the event that a winding-up order is made, if the Company has any valid claims against any other entity owned or controlled by Cheung Kwok Chung, any such claim could still be pursued by the liquidator on behalf of the Company, if the liquidator is satisfied as to the merits of the claim and is put in funds to litigate.

12.  The Company is not in a position to settle the judgment debt which is not in dispute.  The best offer it can come up with is to pay the amount at the rate of HK$100,000.00 a month and it would take about 9 months to discharge the judgment debt.  The petitioner’s counsel has informed the court that this offer is not acceptable.  As a judgment creditor, the petitioner is entitled to a winding-up order.  I therefore make an order to wind up the Company.  The petitioner’s costs are to be paid out of the Company’s assets.

(S Kwan) Judge of the Court of First Instance High Court

Mr Jose Maurellet, instructed by Messrs Raymond T Y Chan, Victoria Chan & Co., for the Petitioner

Mr Sajan G Sujanani, instructed by Messrs Robertsons, for the Respondent

Mr Harry Lo, for the Official Receiver