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HCMP 42/2018
[2018] HKCFI 860
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 42 OF 2018
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IN THE MATTER of section 122(1B) of the Companies Ordinance, Cap 32 (“the predecessor CO”)
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and
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IN THE MATTER of sections 431(1) and 610(7) of the Companies Ordinance, Cap 622 (“the present CO”)
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and
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IN THE MATTER of Convoy China Financial Services Limited （康宏中國金融服務有限公司）
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BETWEEN
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SHIN KIN MAN |
Plaintiff |
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and
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CONVOY CHINA FINANCIAL SERVICES LIMITED
（康宏中國金融服務有限公司） |
Defendant |
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Before: Hon Harris J in Chambers
Date of Hearing: 13 April 2018
Date of Decision: 13 April 2018
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D E C I S I O N
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1. I have before me an application by Mr Shin Kin Man for an order extending the time for convening Annual General Meetings (“AGMs”) of Convoy China Financial Services Limited (“Company”) for the calendar years (the financial year for the Company is the calendar year) 2012 through to 2016 pursuant to section 431 of the Companies Ordinance, Cap 622 (“Ordinance”).
2. The application, I must say, is a little bizarre. The Company has already been convicted by the Eastern Magistrates’ Courts of breaches of the Ordinance for the years 2014 and 2015. The time for prosecution has already expired for the earlier years and therefore an extension of time is not necessary for those years in order to avoid the risk of prosecution. The remaining year is 2016.
3. However, it is quite clear from the evidence that has been filed by Mr Shin, who is a director of the Company, that he knew of the requirements of the Ordinance and must have understood them by 15 February 2017 at the very latest. By that date not only had the Company received letters from the Companies Registry asking questions about the apparent non-compliance, but on that date Mr Shin attended a meeting with the Companies Registry to discuss the matter. It will be appreciated that the Company had until 30 September 2017 in order to prepare its financial statement for the calendar year 2016 and lay the financial statement before the Company in general meeting. There is no explanation in the evidence of why despite being aware of the requirements of the Ordinance by the 15 February 2017 at latest, the Company failed in the following seven and a half months to prepare financial statements and lay them before the Company at an AGM.
4. It seems to me clear in those circumstances that there is no basis for the court to exercise its discretion to extend time in respect of the 2016 accounts and I therefore dismiss the originating summons. No order as to costs was sought in the originating summons and none is necessary.
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(Jonathan Harris) |
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Judge of the Court of First Instance
High Court |
Mr Gary CC Leung, instructed by Leung & Lau, for the plaintiff
The respondent was not represented and did not appear
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