RE INTELLIGENCE LINK LTD

RE INTELLIGENCE LINK LTD

Relief under section 122 is granted because the breaches for 1995–2012 were found to be inadvertent, affected shareholders were sufficiently apprised of the company's finances and not prejudiced, consent or evidence of awareness was obtained from affected shareholders, audited accounts have now been prepared and laid, and adequate remedial steps and undertakings (including an Asiafair disclosure undertaking) have been given to ensure future compliance.

Citation
RE INTELLIGENCE LINK LTD
Parties
Applicant: Intelligence Link Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
28 October 2013
Case Number
HCMP1435/2013
Procedural Posture
Application for Relief Under Section 122 Companies Ordinance (cap 32) / Final Judgment (decision After Hearing)
Outcome
Application granted
Legal Topics
Section 122 Companies Ordinance, Failure to Lay Accounts, Relief From Statutory Default, Asiafair Undertaking, Shareholder Notification
Source Language
EN
Company Law Corporate Governance Securities Regulation Section 122 Companies Ordinance Failure to Lay Accounts Relief From Statutory Default Asiafair Undertaking Shareholder Notification

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Parties

Intelligence Link Limited

Applicant

Procedural Posture

Application for Relief Under Section 122 Companies Ordinance (cap 32) / Final Judgment (decision After Hearing)

Legal Issues

  1. 1 Whether relief under section 122 should be granted for failure to lay accounts for 1995–2012
  2. 2 Whether the defaults were inadvertent rather than wilful
  3. 3 Whether affected shareholders were conversant with the company's financial position and were prejudiced

Ratio Decidendi

Relief under section 122 is granted because the breaches for 1995–2012 were found to be inadvertent, affected shareholders were sufficiently apprised of the company's finances and not prejudiced, consent or evidence of awareness was obtained from affected shareholders, audited accounts have now been prepared and laid, and adequate remedial steps and undertakings (including an Asiafair disclosure undertaking) have been given to ensure future compliance.

Court Disposition

Application granted

Orders

  • Relief granted under section 122 of the Companies Ordinance for the defaulting years 1995 to 2012 inclusive
  • Order to be made in terms of the draft order submitted to the court incorporating the Asiafair undertaking (disclosure to SEHK/prospectus as required)