Hong Kong Case Law: Decisions & Judgments

Topic

Section 111 companies ordinance

Legal area

Court

12 Jun 2014

LU YUGUANG AND OTHERS v. BEST PACIFIC TEXTILE (HONG KONG) LTD

Citation

LU YUGUANG AND OTHERS v. BEST PACIFIC TEXTILE (HONG KONG) LTD
Court

Court of First Instance
Case number

HCMP169/2014

All five originating summonses were dismissed: breaches in two matters were time-barred under s351A; remaining breaches were either non-existent as a matter of law (consistent with Re Fu Shou Yuan) or so technical and non‑prejudicial that no remedy should be granted and there was no realistic risk of prosecution.
12 Jun 2014

LU YUGUANG AND OTHERS v. NEW HORIZON ELASTIC FABRIC (HONG KONG) LTD

Citation

LU YUGUANG AND OTHERS v. NEW HORIZON ELASTIC FABRIC (HONG KONG) LTD
Court

Court of First Instance
Case number

HCMP170/2014

All five originating summonses were dismissed: breaches that predated the statutory limitation under s351A were non-prosecutable; where audited accounts were subsequently laid within the nine-month statutory window any technicality was insubstantial and posed no risk of prosecution; and issues identical to Re Fu Shou Yuan do not give rise to a breach requiring relief, so remedial orders were unwarranted.
12 Jun 2014

LU YUGUANG AND OTHERS v. BEST PACIFIC INVESTMENT (HONG KONG) LTD

Citation

LU YUGUANG AND OTHERS v. BEST PACIFIC INVESTMENT (HONG KONG) LTD
Court

Court of First Instance
Case number

HCMP167/2014

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.
2 May 2014

PANG SIU HIN v. TAI WO TONG PHARMACEUTICAL (HONG KONG) COMPANY LTD

Citation

PANG SIU HIN v. TAI WO TONG PHARMACEUTICAL (HONG KONG) COMPANY LTD
Court

Court of First Instance
Case number

HCMP2476/2013

Although the breaches were inadvertent, minor and caused no prejudice, the court refused the retrospective extensions under section 122(1B) because the applicant produced no evidence of a legitimate purpose (such as that the listing would be jeopardised), and the breaches occurred over three years ago so prosecution was not realistically in prospect, rendering the applications largely academic and an inappropriate exercise of the court's discretion.
14 Mar 2014

RE HANG FAT GINSENG HONG LTD

Citation

RE HANG FAT GINSENG HONG LTD
Court

Court of First Instance
Case number

HCMP3361/2013

HCMP 3360 dismissed because the relief sought under s111(2) was academic given Section 351A removed any risk of prosecution for the relevant period; HCMP 3361 granted only for years where prosecution remained possible (years ending 31 March 2010 to 31 March 2012) because failures were inadvertent and caused no prejudice; HCMP 3362 granted in the terms of the originating summons.
7 Mar 2014

WORLD CREATION ENTERPRISES LTD AND ANOTHER v. TAK TAI ENVIROSCAPE LTD

Citation

WORLD CREATION ENTERPRISES LTD AND ANOTHER v. TAK TAI ENVIROSCAPE LTD
Court

Court of First Instance
Case number

HCMP3379/2013

Extensions under section 122 were granted only in respect of breaches that occurred within the three-year prosecution period under s351A; applications (including all three s111 applications) that predated the three-year limitation were refused as academic and inappropriate for the court to grant relief.
7 Mar 2014

NG WING HONG v. BAGUIO WASTE MANAGEMENT & RECYCLING LTD

Citation

NG WING HONG v. BAGUIO WASTE MANAGEMENT & RECYCLING LTD
Court

Court of First Instance
Case number

HCMP3384/2013

Orders under section 122 were to be granted only for breaches falling within the three‑year prosecution limitation in s351A(1); applications in respect of breaches which pre‑date that limitation (including the s111 applications going back beyond three years) should be refused because they are effectively academic and there is no realistic risk of prosecution or prejudice to listing.
28 Feb 2014

SASCO INTERNATIONAL, LTD v. SASCO ASIA, LTD

Citation

SASCO INTERNATIONAL, LTD v. SASCO ASIA, LTD
Court

Court of First Instance
Case number

HCMP3217/2013

Where the proviso in s111(1) is not relied upon, the court will grant an order extending time to convene the first annual general meeting to cure the breach and such an order should be made to cover the calendar year of incorporation and the following calendar year; the applicant's order was granted accordingly.
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. WILLAS-ARRAY INVESTMENTS LTD

Citation

LEUNG CHUN WAH v. WILLAS-ARRAY INVESTMENTS LTD
Court

Court of First Instance
Case number

HCMP1504/2013

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.