KWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTDKWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTD

KWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTDKWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTD

Relief was granted to regularise the s111 and s122 contraventions for the respondent companies because on the facts the breaches were in the main inadvertent or excusable (including auditor delay), affected shareholders were aware or not prejudiced, and credible measures were in place to ensure future compliance; therefore the court properly exercised its discretion under the Companies Ordinance to grant the relief sought.

Citation
KWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTDKWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTD
Parties
Applicant: Leung Chun Wah; Applicant: Kwok Chan Cheung; Respondent: Array Electronics (China) Limited; Respondent: Willas-Array Electronics (Hong Kong) Limited; Respondent: Valence Technology Limited; Respondent: Valence Semiconductor Design Limited; Respondent: ASP Microelectronics Limited; Respondent: Full Link Investment Limited; Respondent: LEC Electronic Components Limited; Respondent: Kind Faith Limited; Respondent: Elite Vantage Limited; Respondent: Joy Port Limited; Respondent: Bestime Corporation Limited; Respondent: Array Electronics Limited; Respondent: Brightway Transportation Limited; Respondent: Willas-Array Electronics Management Limited; Respondent: Willas-Array (Korea) Hong Kong Limited; Respondent: Willas-Array Investments Limited; Respondent: Aries Tech Hong Kong Limited; Respondent: Willas Company Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
12 November 2013
Case Number
HCMP1492/2013
Procedural Posture
Applications Under Sections 111 and 122 of the Companies Ordinance (cap 32) to Regularise AGM and Accounts Default / Decision (reasons for Decision Handed Down)
Outcome
Relief granted to regularise non-compliance with sections 111 and 122 for the respondent companies in HCMP 1489-1505 and 1531/2013
Legal Topics
AGM Requirements, Statutory Relief Under Sections 111 and 122, Regularisation of Non Compliance, Listing Due Diligence
Source Language
EN
Company Law Corporate Governance Regulatory Compliance AGM Requirements Statutory Relief Under Sections 111 and 122 Regularisation of Non Compliance Listing Due Diligence

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Parties

Leung Chun Wah

Applicant

Kwok Chan Cheung

Applicant

Array Electronics (China) Limited

Respondent

Willas-Array Electronics (Hong Kong) Limited

Respondent

Valence Technology Limited

Respondent

Valence Semiconductor Design Limited

Respondent

ASP Microelectronics Limited

Respondent

Full Link Investment Limited

Respondent

LEC Electronic Components Limited

Respondent

Kind Faith Limited

Respondent

Elite Vantage Limited

Respondent

Joy Port Limited

Respondent

Bestime Corporation Limited

Respondent

Array Electronics Limited

Respondent

Brightway Transportation Limited

Respondent

Willas-Array Electronics Management Limited

Respondent

Willas-Array (Korea) Hong Kong Limited

Respondent

Willas-Array Investments Limited

Respondent

Aries Tech Hong Kong Limited

Respondent

Willas Company Limited

Respondent

Procedural Posture

Applications Under Sections 111 and 122 of the Companies Ordinance (cap 32) to Regularise AGM and Accounts Default / Decision (reasons for Decision Handed Down)

Legal Issues

  1. 1 Whether the court should exercise its discretion under s111(2) and s122(1B) to regularise non-compliance
  2. 2 Whether the breaches were inadvertent or indicative of indifference or wilful default
  3. 3 Whether affected shareholders were aware of the companies' financial positions and suffered prejudice

Ratio Decidendi

Relief was granted to regularise the s111 and s122 contraventions for the respondent companies because on the facts the breaches were in the main inadvertent or excusable (including auditor delay), affected shareholders were aware or not prejudiced, and credible measures were in place to ensure future compliance; therefore the court properly exercised its discretion under the Companies Ordinance to grant the relief sought.

Court Disposition

Relief granted to regularise non-compliance with sections 111 and 122 for the respondent companies in HCMP 1489-1505 and 1531/2013

Orders

  • Court exercised its discretion under sections 111(2) and 122(1B) of the Companies Ordinance (Cap 32) and granted the relief sought to regularise non-compliance by the respondent companies listed in the proceedings