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HCMP 3360/2013
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 3360 OF 2013
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IN THE MATTER of HANG FAT GINSENG HONG LIMITED (恆發參茸行有限公司)
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and
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IN THE MATTER of Section 111 of the Companies Ordinance (Cap 32) of the Laws of Hong Kong |
HCMP 3361/2013
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 3361 OF 2013
______________________
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IN THE MATTER of HANG FAT GINSENG HONG LIMITED (恆發參茸行有限公司) |
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and |
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IN THE MATTER of Section 122 of the Companies Ordinance (Cap 32) of the Laws of Hong Kong |
HCMP 3362/2013
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 3362 OF 2013
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IN THE MATTER of LONG XI GROUP COMPANY LIMITED (龍壐集團有限公司)
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IN THE MATTER of Section 122 of the Companies Ordinance (Cap 32) of the Laws of Hong Kong |
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| Before: Hon Harris J in Chambers |
| Date of Hearing: 14 March 2014 |
| Date of Decision: 14 March 2014 |
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D E C I S I O N
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1. I have before me three originating summonses seeking orders pursuant sections 111 or 122 of the Companies Ordinance.
2. The first application, which is HCMP 3360/2013, is under section 111(2) in respect of failures to convene annual general meetings from 28 April 1989 to 28 April 2004. As there is no risk of any prosecution in respect of these breaches as a consequence of the provisions of section 351A of the Companies Ordinance and, therefore, the application is entirely academic, I do not consider it appropriate to exercise the court’s jurisdiction and I therefore dismiss that originating summons.
3. The other two originating summonses are similar. They are brought under section 122(1)(b).
4. In the case of HCMP 3361/2013, the application is in respect of the periods from 28 April 1989 to 31 March 2012. In the case of each year bar one, audited financial statements were prepared within the required nine-month period and I am satisfied that the failure to comply with section 122 was inadvertent and caused no prejudice to the shareholders who are all members of the family running the underlying business. The application has been made in connection with a proposed listing and I am satisfied that now the directors are aware of the provisions of the Ordinance they are likely to be complied with in the future. I will, however, only grant an extension of time in respect of those years where there is any possibility of a prosecution which are the years ending 31 March 2010 to 31 March 2012.
5. In the case of HCMP 3362/2013, I will simply grant an order in the terms of the originating summons.
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(Jonathan Harris)
Judge of the Court of First Instance
High Court
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Mr Victor Lee, instructed by Chiu & Partners, for the applicants (in all cases)
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