KWOK CHAN CHEUNG v. VALENCE TECHNOLOGY LTD

KWOK CHAN CHEUNG v. VALENCE TECHNOLOGY LTD

The court exercised its discretion to grant relief under ss111 and 122 because on the facts the breaches were largely inadvertent or isolated, affected shareholders were aware or could be treated as represented and not prejudiced, and adequate steps had been taken to ensure future compliance; facilitation of the pending listing was a legitimate factor among others justifying relief.

Citation
KWOK CHAN CHEUNG v. VALENCE TECHNOLOGY 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
HCMP1491/2013
Procedural Posture
Applications Under the Companies Ordinance for Relief to Regularise Non Compliance With Sections 111 and 122 / Originating Summonses Heard Together; Reasons for Decision and Discretionary Relief Granted
Outcome
Relief granted to regularise past non-compliance under sections 111 and 122 for the respondent companies in the grouped HCMP proceedings (Groups I, II and III).
Legal Topics
Statutory Relief Under Section 111, Statutory Relief Under Section 122, Annual General Meetings, Audit and Financial Statements, Corporate Compliance for Listing
Source Language
EN
Company Law Corporate Governance Equity Remedies Statutory Relief Under Section 111 Statutory Relief Under Section 122 Annual General Meetings Audit and Financial Statements Corporate Compliance for Listing

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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 the Companies Ordinance for Relief to Regularise Non Compliance With Sections 111 and 122 / Originating Summonses Heard Together; Reasons for Decision and Discretionary Relief Granted

Legal Issues

  1. 1 Whether the court should exercise its discretion under s111(2) and s122(1B) to regularise past non-compliance
  2. 2 Whether affected shareholders were prejudiced by delayed or omitted AGMs and accounts
  3. 3 Whether defaults were inadvertent rather than wilful or due to indifference

Ratio Decidendi

The court exercised its discretion to grant relief under ss111 and 122 because on the facts the breaches were largely inadvertent or isolated, affected shareholders were aware or could be treated as represented and not prejudiced, and adequate steps had been taken to ensure future compliance; facilitation of the pending listing was a legitimate factor among others justifying relief.

Court Disposition

Relief granted to regularise past non-compliance under sections 111 and 122 for the respondent companies in the grouped HCMP proceedings (Groups I, II and III).

Orders

  • Court granted the applicants' originating summonses and regularised the respondents' non-compliance with Sections 111 and 122 of the Companies Ordinance in respect of the companies listed in HCMP 1489–1505 and 1531/2013