Hong Kong Case Law: Decisions & Judgments

Topic

Regularisation of non-compliance

Legal area

Court

12 Nov 2013

KWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTDKWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTD

Citation

KWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTDKWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTD
Court

Court of First Instance
Case number

HCMP1492/2013

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

LEUNG CHUN WAH v. WILLAS-ARRAY ELECTRONICS (HK) LTD

Citation

LEUNG CHUN WAH v. WILLAS-ARRAY ELECTRONICS (HK) LTD
Court

Court of First Instance
Case number

HCMP1490/2013

The court exercised its discretion to grant relief to regularise non-compliance for the respondent companies because the affected shareholders (including majority/controlling shareholders and directors) were aware of the companies' financial positions and were not prejudiced, the primary defaults (notably the 2007 accounts) were caused by auditors' processes and thus inadvertent, and satisfactory measures were in place to ensure future compliance; absence of representation by respondents and the context of a pending listing further supported granting relief.
12 Nov 2013

LEUNG CHUN WAH v. BESTIME CORPORATION LTD

Citation

LEUNG CHUN WAH v. BESTIME CORPORATION LTD
Court

Court of First Instance
Case number

HCMP1499/2013

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

KWOK CHAN CHEUNG v. ASP MICROELECTRONICS LTD

Citation

KWOK CHAN CHEUNG v. ASP MICROELECTRONICS LTD
Court

Court of First Instance
Case number

HCMP1493/2013

Relief granted for all applications because, on the evidence, the defaults were predominantly inadvertent, affected shareholders either had knowledge or no prejudice was shown, and credible and sufficient measures were in place to ensure future compliance; thus the court properly exercised its discretion under ss111 and 122 to regularise past non-compliance.
29 Jan 2008

CHAN KAM SHING AND ANOTHER v. MERIDIAN FINANCE COMPANY LTD

Citation

CHAN KAM SHING AND ANOTHER v. MERIDIAN FINANCE COMPANY LTD
Court

Court of First Instance
Case number

HCMP2568/2007

The court granted the applications because, in each case, shareholders were not prejudiced, the defaults were inadvertent and the directors are now aware and likely to comply with the obligation to lay audited accounts in future; absence of Inland Revenue correspondence did not prevent granting the relief but the court recorded that such evidence should be provided in future similar applications.
29 Jan 2008

YU SUN SAY AND OTHERS v. CHINA INTERNATIONAL FASHION PARK LTD

Citation

YU SUN SAY AND OTHERS v. CHINA INTERNATIONAL FASHION PARK LTD
Court

Court of First Instance
Case number

HCMP2563/2007

The court granted the extension orders because in each case shareholders were not prejudiced, the defaults were inadvertent, and the directors are now aware of their obligations such that future compliance is likely; absence of Inland Revenue correspondence did not prevent relief but the court recommended such evidence in future applications.
16 Nov 2007

TSE CHIU KWAN AND ANOTHER v. ARTIST EMPIRE INTERNATIONAL GROUP CO LTD

Citation

TSE CHIU KWAN AND ANOTHER v. ARTIST EMPIRE INTERNATIONAL GROUP CO LTD
Court

Court of First Instance
Case number

HCMP2067/2007

Because the breaches were bona fide, resulted from reliance on professionals or group reorganisation, involved no wilful default, caused no prejudice to the wholly owned shareholders, and the accounts were subsequently laid with new auditors appointed, the court exercised its discretion under s122(1B) to regularise the late laying of accounts and granted the relief in each originating summons.

Hong Kong Case Law

KWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTDKWOK CHAN CHEUNG v. VALENCE SEMICONDUCTOR DESIGN LTD

LEUNG CHUN WAH v. WILLAS-ARRAY ELECTRONICS (HK) LTD

LEUNG CHUN WAH v. BESTIME CORPORATION LTD

KWOK CHAN CHEUNG v. ASP MICROELECTRONICS LTD

CHAN KAM SHING AND ANOTHER v. MERIDIAN FINANCE COMPANY LTD

YU SUN SAY AND OTHERS v. CHINA INTERNATIONAL FASHION PARK LTD

TSE CHIU KWAN AND ANOTHER v. ARTIST EMPIRE INTERNATIONAL GROUP CO LTD