KWOK CHAN CHEUNG v. ASP MICROELECTRONICS LTD

KWOK CHAN CHEUNG v. ASP MICROELECTRONICS LTD

Relief granted for all applications because, on the evidence, the defaults were predominantly inadvertent, affected shareholders either had knowledge or no prejudice was shown, and credible and sufficient measures were in place to ensure future compliance; thus the court properly exercised its discretion under ss111 and 122 to regularise past non-compliance.

Citation
KWOK CHAN CHEUNG v. ASP MICROELECTRONICS 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
HCMP1493/2013
Procedural Posture
Applications Under Companies Ordinance Sections 111 and 122 to Regularise Historic Non Compliance / Decision (reasons for Decision Handed Down)
Outcome
Court granted the relief sought in respect of the Group I, II and III applications (HCMP 1489–1505 and 1531/2013).
Legal Topics
Section 111 Companies Ordinance, Section 122 Companies Ordinance, Regularisation of Non Compliance, AGM Requirements, Audited Financial Statements
Source Language
EN
Company Law Corporate Compliance Corporate Governance Section 111 Companies Ordinance Section 122 Companies Ordinance Regularisation of Non Compliance AGM Requirements Audited Financial Statements

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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 Companies Ordinance Sections 111 and 122 to Regularise Historic Non Compliance / 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 historical failures to hold AGMs and to lay accounts
  2. 2 Whether the defaults were inadvertent or amounted to indifference/wilful default
  3. 3 Whether affected shareholders were prejudiced by the defaults and had knowledge of the companies' financial position

Ratio Decidendi

Relief granted for all applications because, on the evidence, the defaults were predominantly inadvertent, affected shareholders either had knowledge or no prejudice was shown, and credible and sufficient measures were in place to ensure future compliance; thus the court properly exercised its discretion under ss111 and 122 to regularise past non-compliance.

Court Disposition

Court granted the relief sought in respect of the Group I, II and III applications (HCMP 1489–1505 and 1531/2013).

Orders

  • Relief granted under s111(2) and s122(1B) of the Companies Ordinance to regularise past failures to convene AGMs and to lay audited accounts for the respondent companies listed in HCMP 1489–1505 & 1531/2013.
  • Written reasons for the decision to be handed down (reasons dated 12 November 2013).