13 Aug 2014
The court refused the applications: extensions of time will not be granted where defaults are more than three years old and no risk of prosecution exists; similarly, a technical late filing where accounts were subsequently laid does not justify exercising the court’s discretion to extend time.
2 May 2014
The applications were refused because there was no discernible legitimate reason to exercise the court's discretion under section 122(1B): the breaches were technical, there was no evidence the listing would be jeopardised, and all breaches occurred more than three years earlier so prosecution was not a realistic prospect, rendering the applications largely academic.
10 Apr 2014
The court dismissed applications to remedy breaches predated by the three year prosecution bar under s351A and refused to make orders solely to accommodate listing requirements for unprosecutable breaches; however, for the year ending 31 March 2011 the audited accounts presented at the AGM were non‑compliant because first accounts must end no later than the latest date on which they could properly be prepared and presented in compliance with s122 and s111, and accordingly the court may exercise its power under s122(1B) to extend the period and substitute the AGM requirement and ordered remedi…
22 Jan 2014
The court exercised its s122(1B) discretion to regularise past non-compliance because the breach was inadvertent (reliance on secretarial professionals and no Hong Kong operations), the ultimate shareholders were aware and not prejudiced, consolidated audited accounts giving a true and fair view were produced, and the company provided concrete steps and undertakings to ensure future compliance and notification to the Stock Exchange, therefore an order regularising the failure to lay accounts was appropriate.
12 Nov 2013
The court granted relief under s111 and s122 because, on the evidence, the relevant defaults were predominantly inadvertent (including a specific valid auditor-related reason for the 2007 defaults), affected shareholders were or could be inferred to be aware of the companies' financial positions and not prejudiced, and adequate steps had been taken to ensure future compliance; accordingly the discretionary relief to regularise past non-compliance was appropriate to remove impediments to the proposed listing.
12 Nov 2013
The court exercised its discretion to grant relief under sections 111 and 122 because, on the evidence, the contraventions were largely inadvertent or explicable (notably the 2007 audit timing issue), affected shareholders were aware of the financial positions and not prejudiced, and satisfactory measures were in place to ensure future compliance; accordingly validation of past irregularities was necessary to remove obstacles to the proposed Hong Kong listing.
12 Nov 2013
The court granted relief under s111/ s122 because on the evidence the affected shareholders were aware and not prejudiced, the defaults were on the facts inadvertent or excusable (including auditor and secretarial timing issues), and credible arrangements exist to ensure future compliance, thereby justifying regularisation to facilitate the proposed listing.
12 Nov 2013
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.
12 Nov 2013
The court exercised its discretion to grant the relief sought for the Group I, II and III applications because, on the evidence, the relevant contraventions were in large part inadvertent or isolated, affected shareholders (or representative significant shareholders) were aware and not prejudiced, and satisfactory arrangements were in place to ensure future compliance; accordingly the orders regularising historic breaches of ss111 and/or 122 were appropriate to remove a genuine jeopardy to the ongoing listing process.
12 Nov 2013
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.