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Re Boc International Holdings Ltd

Judgment Cited authorities 2 Cited in Precedent Map Related
Vincent
Judgment Date24 December 1999
Year1999
Citation[2000] 1 HKLRD 194
Judgement NumberHCMP6989/1999
Subject MatterMiscellaneous Proceedings
CourtHigh Court (Hong Kong)
HCMP006989/1999 RE BOC INTERNATIONAL HOLDINGS LTD.

HCMP006989/1999

HCMP 6985, 6986 AND 6989/1999

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS

NOS.6985, 6986 AND 6989 OF 1999

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IN THE MATTER OF BOCI RESEARCH LIMITED (中銀國際研究有限公司)

and

IN THE MATTER OF BOCI ASSET MANAGEMENT LIMITED (中銀國際資產管理有限公司)

and

IN THE MATTER OF BOC INTERNATIONAL HOLDINGS LIMITED (中銀國際控股有限公司)

and

IN THE MATTER of the Companies Ordinance (Chapter 32)

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Coram : Hon Le Pichon J in Court

Date of Hearing : 10 December 1999

Date of Further Submissions : 13 December 1999

Date of Handing Down of Judgment : 24 December 1999

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J U D G M E N T

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1. BOC International Holdings Limited ("Holdings") was established in 1998 as an investment bank holding company and is a wholly-owned subsidiary of the Bank of China. BOCI Research Limited ("Research") was also established in 1998 and is a subsidiary of Holdings and an indirect subsidiary of the Bank of China. BOCI Asset Management Limited ("Asset Management") was established in 1993 as a subsidiary of the then China Development Finance Company (Hong Kong) Limited, now known as BOCI Capital Limited, which is a wholly-owned subsidiary of Holdings and a wholly-owned indirect subsidiary of the Bank of China.

2. These petitions have been presented as a result of the reorganization of the share capital of the above-named companies (collectively "the Companies") so that they become denominated in US dollars rather than Hong Kong dollars. The Bank of China keeps the consolidated accounting records of its Hong Kong and overseas subsidiaries in US dollars and has also adopted a policy whereby assessment of performance of certain subsidiaries, including the above-named companies, is to be based on US dollars. The re-denomination of the share capital of the companies in US dollars would be in line with achieving that policy. In each case, it is proposed that the present Hong Kong dollar share capital be cancelled and the share capital be immediately increased thereafter but denominated in US dollars.

Holdings

3. In the case of Holdings, the present share capital is HK$8,000,000,000, divided into 800,000 shares of HK$10,000 each of which 350,000 have been issued and are fully paid up. The proposed new share capital will be US$1,000,000,000, divided into 1,000,000 shares of US$1,000 each of which 455,000 are to be issued and credited as fully paid up. This will result in a slight decrease in the authorized share capital from HK$8,000,000,000 to HK$7,770,500,000 and a slight increase in the paid-up capital from HK$3,500,000,000 to HK$3,535,577,500.

Research

4. The present share capital of Research is HK$1,000,000 divided into 100 shares of HK$10,000 each, all of which had been issued and are fully paid up. The proposed new share capital will be US$130,000, divided into 130 shares of US$1,000, all of which are to be issued and credited as fully paid-up. This will result in a slight increase in the share capital of the Company to HK$1,010,165.

Asset Management

5. Its present share capital is HK$500,000,000 divided into 50,000 shares of...

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