LEO PAUL KOULOS & OTHERS v. ZINDART LTD

HCMP 4632/2003

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 4632 OF 2003

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D E C I S I O N

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1. This is an originating summons issued by 8 directors of Zindart Limited ("the Company"), seeking an extension of time under section 122 (1B) of the Companies Ordinance, Cap. 32 to lay before the annual general meeting of the Company the accounts for the financial year ended 31 March 2003.

2. The Company was incorporated in Hong Kong in 1997 but its shares are listed on the NASDAQ National Market. The principal activities of the Company and its subsidiaries are the manufacture of die-cast and injection-molded plastic products and the manufacturing of paper products.

3. By the provisions of section 122, the accounts for the financial year ended 31 March 2003 should have been laid before the annual general meeting by 30 September 2003. The Company is unable to comply with the time limit for these reasons.

4. The Company's auditors are KPMG and they have been so engaged since July 2002. During the course of auditing the accounts for the year ended 31 March 2003, KPMG detected mis-statements in the accounts for the previous years, audited by another firm of accountants. On 3 July 2003, KPMG informed the Company that in view of these mis-statements, they would need to re-audit the financial statements for the years ended 31 March 2001 and 31 March 2002 to correct the mis-statements before they could complete the audit for the latest financial year.

5. On 7 July 2003, KPMG were engaged by the Company to conduct the re-audit of the previous financial years. As a result of this re-audit, KPMG only completed the audit of the accounts for the latest financial year on 8 October 2003.

6. It is proposed to hold the annual general meeting on 26 November 2003. For this purpose, the directors require an extension of time to comply with the provisions of section 122.

7. I accept there is a bona fide reason for the directors to seek an extension of time and it would be appropriate to exercise my discretion in their favour. I therefore grant an extension to 3 December 2003, for the directors to lay before the annual general meeting of the Company the accounts for the financial year ended 31 March 2003.