LEUNG CHUN WAH v. WILLAS COMPANY LTD

LEUNG CHUN WAH v. WILLAS COMPANY LTD

The court exercised its discretion to grant relief under sections 111 and/or 122 for the listed Hong Kong subsidiaries because on the evidence the breaches were, broadly speaking, inadvertent or isolated, affected shareholders were not prejudiced (or their knowledge could be inferred), and adequate measures were in place to ensure future compliance; the commercial imperative of a proposed listing was a relevant factor but not decisive absent countervailing concerns.

Citation
LEUNG CHUN WAH v. WILLAS COMPANY 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
HCMP1531/2013
Procedural Posture
Originating Summons Under Companies Ordinance (cap 32) Sections 111 and 122 / Decision and Reasons for Decision (applications Heard Together)
Outcome
Relief granted to regularise non-compliance under sections 111 and/or 122 in respect of each respondent company in the grouped applications (HCMP 1489–1505 and HCMP 1531/2013).
Legal Topics
Relief Under Section 111 and Section 122, Annual General Meetings, Late or Missing Audited Accounts, Regularisation of Statutory Non Compliance, Listing Due Diligence
Source Language
EN
Company Law Corporate Governance Civil Procedure Relief Under Section 111 and Section 122 Annual General Meetings Late or Missing Audited Accounts Regularisation of Statutory 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

Originating Summons Under Companies Ordinance (cap 32) Sections 111 and 122 / Decision and Reasons for Decision (applications Heard Together)

Legal Issues

  1. 1 Whether the court should exercise its discretion under s111(2) and s122(1B) to regularise non-compliance with AGM and accounts requirements
  2. 2 Whether the contraventions were inadvertent or wilful/indifferent
  3. 3 Whether affected shareholders were prejudiced by the defaults

Ratio Decidendi

The court exercised its discretion to grant relief under sections 111 and/or 122 for the listed Hong Kong subsidiaries because on the evidence the breaches were, broadly speaking, inadvertent or isolated, affected shareholders were not prejudiced (or their knowledge could be inferred), and adequate measures were in place to ensure future compliance; the commercial imperative of a proposed listing was a relevant factor but not decisive absent countervailing concerns.

Court Disposition

Relief granted to regularise non-compliance under sections 111 and/or 122 in respect of each respondent company in the grouped applications (HCMP 1489–1505 and HCMP 1531/2013).

Orders

  • Relief granted under Companies Ordinance (Cap 32) s111(2) and/or s122(1B) to regularise the identified non-compliance for each respondent company specified in HCMP 1489 to 1505 and HCMP 1531/2013; reasons for decision to be handed down.