LEUNG CHUN WAH v. BESTIME CORPORATION LTD

LEUNG CHUN WAH v. BESTIME CORPORATION LTD

The court granted relief because the evidence showed affected shareholders were, or could be properly treated as, aware of the companies' financial positions and were not prejudiced, the relevant defaults (notably the 2007 defaults) were inadvertent or excusable (including auditor processes), and adequate measures...

Source-derived case information.

Citation
LEUNG CHUN WAH v. BESTIME CORPORATION 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
HCMP1499/2013
Procedural Posture
Applications for Relief Under Sections 111 and 122 of the Companies Ordinance (cap 32) / Originating Summonses Heard Together; Reasons for Decision and Relief Granted
Outcome
Relief granted in respect of the Group I, Group II and Group III respondent companies named in HCMP 1489-1505 and 1531/2013.
Legal Topics
Relief Under Companies Ordinance, Annual General Meeting Requirements, Regularisation of Non Compliance, Listing Due Diligence
Source Language
en
Company Law Corporate Governance Equity Relief Under Companies Ordinance Annual General Meeting Requirements Regularisation of Non Compliance Listing Due Diligence

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 5 Party arguments 2 Amounts and remedies 5
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

Applications for Relief Under Sections 111 and 122 of the Companies Ordinance (cap 32) / Originating Summonses Heard Together; Reasons for Decision and Relief Granted

Legal Issues

  1. 1 Whether the court should exercise its discretion to regularise breaches of sections 111 and 122 of the Companies Ordinance
  2. 2 Whether affected shareholders were aware of the companies' financial position and suffered prejudice
  3. 3 Whether the breaches were inadvertent or deliberate/indicative of indifference

Ratio Decidendi

The court granted relief because the evidence showed affected shareholders were, or could be properly treated as, aware of the companies' financial positions and were not prejudiced, the relevant defaults (notably the 2007 defaults) were inadvertent or excusable (including auditor processes), and adequate measures were in place to secure future compliance; therefore the discretionary relief under ss111 and 122 was appropriate to regularise past non-compliance.

Court Disposition

Relief granted in respect of the Group I, Group II and Group III respondent companies named in HCMP 1489-1505 and 1531/2013.

Orders

  • Court exercises its discretion under s111(2) and s122(1B) of the Companies Ordinance to regularise past non-compliance with sections 111 and 122 for each respondent company in HCMP 1489-1505 and 1531/2013.
  • Costs reserved/withheld as per court practice (no express costs order recorded).