22 May 2015
The originating summons was dismissed because the directors' failure to prepare and present audited accounts was not inadvertent — they made no effort to obtain advice or take steps to ensure compliance — and therefore there was no proper basis for the court to exercise its discretion to grant extensions of time.
16 Sept 2014
Written resolutions passed outside the statutory period do not constitute an effective annual general meeting under s111(6)(a) because the reference to 'meeting' requires the meeting to be notionally convened within the statutory time; the court will therefore order new AGMs under s610 Cap 622 to remedy the defect and set a deadline of 16 November 2014 for those meetings.
4 Apr 2014
The originating summons was dismissed because the court found the breach of section 122 was not inadvertent: the director ignored the company secretary's advice about laying audited accounts, so the first and decisive factor failed despite the court being satisfied on lack of prejudice and likely future compliance.
11 Mar 2014
Grant orders to rectify failures under section 122 where appropriate and where prosecution is not barred; specifically grant the order sought for HKA Communications for the period from incorporation to 31 December 2012, and grant orders for Hongkong‑Asia Exhibition for periods from 2010 onwards but refuse to grant orders for earlier periods where prosecution is barred by section 351 because doing so would be a quasi‑administrative act outside the Companies Court's proper function.
4 Feb 2013
Extension granted because the court was satisfied on the three-factor test: shareholders were not prejudiced as the annual report had been circulated and uploaded, the delay was inadvertent due to an auditor dispute and withheld documents which impeded transition to new auditors, and the board had reorganized and given evidence of steps to ensure future compliance; accordingly the court ordered the AGM and the laying of accounts to be extended to 6 February 2013.
31 Aug 2010
The court granted the applications to extend time under s111(2) and s122(1B) because the defaults were inadvertent, the ultimate owners were aware of the companies' financial positions so shareholders were not prejudiced, and there was a satisfactory prospect of future compliance; relief was conditional on an undertaking to notify The Stock Exchange of Hong Kong Limited of the order and reasons in connection with the proposed listing to ensure transparency.
31 Aug 2010
The court granted the extensions because the three established criteria were met: the same ultimate owners knew the companies' financial positions so there was no prejudice, the defaults were inadvertent due to an accountant's mistake, and professionals now engaged make future compliance likely; but given the public interest and listing implications the orders were granted subject to an undertaking to notify the Stock Exchange and prospective investors of the orders and reasons.
31 Aug 2010
The court granted the extensions because the statutory criteria were satisfied: common ultimate beneficial owners meant no shareholder prejudice, the defaults were inadvertent due to an accountant's misunderstanding, and there was a realistic prospect of future compliance; relief was conditioned on an undertaking to notify The Stock Exchange of Hong Kong of the order and reasons to protect prospective investors and the integrity of the listing process.
31 Aug 2010
Extensions of time under s.111(2) and s.122(1B) will be granted where defaults are inadvertent, shareholders are not prejudiced (notably where ultimate owners were aware of financial position), and there is a satisfactory prospect of future compliance; such relief may be conditioned on an undertaking to notify the Stock Exchange and prospective investors of the order and reasons.
31 Aug 2010
Relief granted because the three established criteria were satisfied: common ultimate owners meant no practical prejudice to shareholders, defaults were inadvertent due to an accountant's mistaken belief, and engagement of professionals made future compliance likely; but orders conditional on an undertaking to notify the Stock Exchange to protect market transparency.