LEUNG CHUN WAH v. ARIES TECH HONG KONG LTD

LEUNG CHUN WAH v. ARIES TECH HONG KONG LTD

Where the evidence shows affected shareholders (including major shareholders/directors) were aware and not prejudiced, the breaches were, on the facts, inadvertent (including a valid explanation for auditors' delay), and adequate measures for future compliance are in place, the court will exercise its discretion under ss111 and 122 to grant relief to regularise non-compliance to avoid unjustified prejudice to a listing application.

Citation
LEUNG CHUN WAH v. ARIES TECH HONG KONG 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
HCMP1505/2013
Procedural Posture
Originating Summonses Under Companies Ordinance (cap 32) Ss111 and 122 / Decision on Multiple Summonses (reasons for Decision) Following Hearings on 9 Sep, 8 Oct and 5 Nov 2013
Outcome
Relief granted to regularise non-compliance under sections 111 and/or 122 of the Companies Ordinance for the respondent companies in HCMP 1489-1505 and 1531/2013
Legal Topics
Section 111 Companies Ordinance, Section 122 Companies Ordinance, Court Discretion to Regularise Non Compliance, Annual General Meeting Requirements, Audited Financial Statements
Source Language
EN
Company Law Statutory Relief Corporate Governance Securities Regulation/listing Section 111 Companies Ordinance Section 122 Companies Ordinance Court Discretion to Regularise Non Compliance Annual General Meeting Requirements +1 more

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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 Summonses Under Companies Ordinance (cap 32) Ss111 and 122 / Decision on Multiple Summonses (reasons for Decision) Following Hearings on 9 Sep, 8 Oct and 5 Nov 2013

Legal Issues

  1. 1 Whether court should exercise its discretion under s111(2) and s122(1B) to regularise non-compliance by subsidiary companies
  2. 2 Whether affected shareholders were aware of financial position and suffered prejudice
  3. 3 Whether defaults were inadvertent or indicative of indifference/wilful default

Ratio Decidendi

Where the evidence shows affected shareholders (including major shareholders/directors) were aware and not prejudiced, the breaches were, on the facts, inadvertent (including a valid explanation for auditors' delay), and adequate measures for future compliance are in place, the court will exercise its discretion under ss111 and 122 to grant relief to regularise non-compliance to avoid unjustified prejudice to a listing application.

Court Disposition

Relief granted to regularise non-compliance under sections 111 and/or 122 of the Companies Ordinance for the respondent companies in HCMP 1489-1505 and 1531/2013

Orders

  • Court exercises its discretion and grants the relief sought under s111 and/or s122 to regularise the identified defaults for the respondent companies listed in HCMP 1489-1505 and 1531/2013