LEUNG CHUN WAH v. KIND FAITH LTD

LEUNG CHUN WAH v. KIND FAITH LTD

The court exercised its discretion to grant relief under sections 111 and/or 122 for the Group I, II and III companies because on the evidence the breaches were largely inadvertent or excusable (notably the 2007 auditor-related delay), affected shareholders either had knowledge or were unlikely to be prejudiced, and...

Source-derived case information.

Citation
LEUNG CHUN WAH v. KIND FAITH 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
HCMP1496/2013
Procedural Posture
Originating Summons for Relief Under Companies Ordinance Sections 111 and 122 / Heard in Chambers; Final Decision and Reasons Handed Down
Outcome
Relief granted to regularise past non-compliance under sections 111 and/or 122 for the respondent companies in Groups I, II and III
Legal Topics
Relief Under Companies Ordinance S111 and S122, AGM and Financial Statements Compliance, Inadvertence Versus Indifference in Statutory Breaches, Due Diligence for Stock Exchange Listing
Source Language
en
Company Law Corporate Compliance Securities Listing Regulation Relief Under Companies Ordinance S111 and S122 AGM and Financial Statements Compliance Inadvertence Versus Indifference in Statutory Breaches Due Diligence for Stock Exchange Listing

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 6 Party arguments 2 Amounts and remedies 4
Sign in to unlock

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

Originating Summons for Relief Under Companies Ordinance Sections 111 and 122 / Heard in Chambers; Final Decision and Reasons Handed Down

Legal Issues

  1. 1 Whether the court should exercise its discretion under s111(2) and s122(1B) to regularise historic non-compliance with AGM and accounts requirements
  2. 2 Whether affected shareholders were prejudiced or had knowledge of the companies' financial positions
  3. 3 Whether breaches were inadvertent or amounted to indifference and whether future compliance is assured

Ratio Decidendi

The court exercised its discretion to grant relief under sections 111 and/or 122 for the Group I, II and III companies because on the evidence the breaches were largely inadvertent or excusable (notably the 2007 auditor-related delay), affected shareholders either had knowledge or were unlikely to be prejudiced, and adequate measures were in place to secure future compliance; accordingly past non-compliance was regularised to remove a jeopardy to the proposed Hong Kong listing.

Court Disposition

Relief granted to regularise past non-compliance under sections 111 and/or 122 for the respondent companies in Groups I, II and III

Orders

  • Relief granted under Companies Ordinance s111(2) and/or s122(1B) as specified in each originating summons to regularise the relevant defaults for the respondent companies
  • Written reasons for the decision to be and were handed down on 12 November 2013