LEUNG CHUN WAH v. WILLAS-ARRAY ELECTRONICS MANAGEMENT LTD

LEUNG CHUN WAH v. WILLAS-ARRAY ELECTRONICS MANAGEMENT LTD

Relief was granted for all applications because the court was satisfied on the evidence that affected shareholders were aware of the companies' financial positions or were not prejudiced, the primary defaults (including the 2007 accounts) were inadvertent (auditor delays and professional oversight), and adequate measures were in place to secure future compliance, thus justifying exercise of the discretion under s111(2) and s122(1B).

Citation
LEUNG CHUN WAH v. WILLAS-ARRAY ELECTRONICS MANAGEMENT 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
HCMP1502/2013
Procedural Posture
Applications for Relief Under Companies Ordinance Sections 111 and 122 to Regularise Non Compliance / Heard Together in Chambers; Reasons for Decision Delivered
Outcome
Relief granted
Legal Topics
Section 111 Companies Ordinance, Section 122 Companies Ordinance, Annual General Meeting Compliance, Court Relief to Regularise Defaults, Listing Due Diligence
Source Language
EN
Company Law Corporate Governance Commercial Litigation Section 111 Companies Ordinance Section 122 Companies Ordinance Annual General Meeting Compliance Court Relief to Regularise Defaults 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 for Relief Under Companies Ordinance Sections 111 and 122 to Regularise Non Compliance / Heard Together in Chambers; Reasons for Decision Delivered

Legal Issues

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

Ratio Decidendi

Relief was granted for all applications because the court was satisfied on the evidence that affected shareholders were aware of the companies' financial positions or were not prejudiced, the primary defaults (including the 2007 accounts) were inadvertent (auditor delays and professional oversight), and adequate measures were in place to secure future compliance, thus justifying exercise of the discretion under s111(2) and s122(1B).

Court Disposition

Relief granted

Orders

  • Court grants relief under section 111(2) and section 122(1B) of the Companies Ordinance to regularise non-compliance in respect of the originating summonses HCMP 1489/2013 to HCMP 1505/2013 and HCMP 1531/2013 as set out in the reasons for decision
  • No opposition having been presented, the applications are allowed on the terms stated in the judgment; no costs order recorded in the reasons