12 Jun 2014
The originating summonses were dismissed because the identified breaches were either time-barred under section 351A or were purely technical, caused no prejudice and presented no realistic risk of prosecution, so remedial orders were not warranted.
12 Nov 2013
Relief was granted to regularise the s111 and s122 contraventions for the respondent companies because on the facts the breaches were in the main inadvertent or excusable (including auditor delay), affected shareholders were aware or not prejudiced, and credible measures were in place to ensure future compliance; therefore the court properly exercised its discretion under the Companies Ordinance to grant the relief sought.
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 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
Relief was granted for all applications because the court was satisfied on the evidence that affected shareholders were aware of the companies' financial positions or were not prejudiced, the primary defaults (including the 2007 accounts) were inadvertent (auditor delays and professional oversight), and adequate measures were in place to secure future compliance, thus justifying exercise of the discretion under s111(2) and s122(1B).
12 Nov 2013
The court exercised its discretion to grant relief under sections 111 and/or 122 for the listed Hong Kong subsidiaries because on the evidence the breaches were, broadly speaking, inadvertent or isolated, affected shareholders were not prejudiced (or their knowledge could be inferred), and adequate measures were in place to ensure future compliance; the commercial imperative of a proposed listing was a relevant factor but not decisive absent countervailing concerns.
28 Oct 2013
The court refused the retrospective relief because the breaches were not shown to be inadvertent but appeared to be the product of indifference or deliberate avoidance of compliance costs across a group structure; the applicants presented near identical, unsupported explanations for multiple historic breaches and relied on listing-related due diligence which did not justify granting retrospective orders; thus the exercise of discretion was not merited and the originating summonses were dismissed.
28 Oct 2013
The court refused to exercise its discretion to regularise the defaults because the evidence did not establish inadvertence or a satisfactory explanation; the breaches affected multiple companies, the explanations were generic and suggestive of indifference or avoidance of accounting obligations, and the prospect of a listing alone did not justify retrospective relief, therefore the originating summonses were dismissed.
28 Oct 2013
The court refused to exercise its discretion to grant retrospective orders because the breaches were not shown to be inadvertent but were more consistent with indifference or avoidance of audit obligations across a group of companies, the applications were multiple and retrospective with a common background and insufficient justification was provided; consequently the originating summonses were dismissed.
28 Oct 2013
Judge refused the retrospective orders because the evidence did not establish inadvertence; the breaches were likely due to indifference or an aim to avoid costs, the applications were formulaic and involved multiple companies in a sophisticated group without adequate explanation, and the mere prospect of a listing did not justify granting relief.