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HCMP 22/2019 & HCMP 23/2019
(HEARD TOGETHER)
[2019] HKCFI 1713
HCMP 22/2019
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 22 OF 2019
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IN THE MATTER of LHT Express (HK) Company Limited |
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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 and section 610 of the Companies Ordinance (Cap 622) of the Laws of Hong Kong |
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| BETWEEN |
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LHT EXPRESS (HK) COMPANY HOLDING LIMITED |
Applicant |
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and |
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LHT EXPRESS (HK) COMPANY LIMITED |
Respondent |
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AND
HCMP 23/2019
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 23 OF 2019
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IN THE MATTER of E Link Station Limited |
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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 |
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| BETWEEN |
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E LINK STATION HOLDING LIMITED |
Applicant |
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and |
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E LINK STATION LIMITED |
Respondent |
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(HEARD TOGETHER)
Before: Hon Harris J in Chambers
Dates of Hearing: 4 July 2019
Date of Decision: 4 July 2019
Date of Reasons for Decision: 10 July 2019
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REASONS FOR DECISION
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1. I have before me two originating summonses seeking extensions of time for, in the case of LHT Express (HK) Company Limited, convening of an annual general meeting for 2013 from 14 September 2014 to 21 November 2014 under section 610 of the Companies Ordinance (Cap 622), and in the case of E Link Station Limited, for the extension of the date for laying the company’s accounts for a period ending 15 September 2015 until 30 September 2015 under section 122 of the Companies Ordinance (Cap 32).
2. It will be appreciated from the relevant dates that there is no risk of the companies being prosecuted as the breaches of the Ordinance took place more than three years ago. In these circumstances the court normally takes the view that by virtue of the absence of any risk of prosecution it is not necessary or appropriate to grant an extension of time: Manfield Coatings Company Limited v Springfield Chemical Company Limited [1].
3. In this case the applications are brought because of requirements in sale and purchase agreements for the acquisition of the companies’ shares which are dated 28 August 2015. The relevant clauses require the applications to be made and provide that the vendor is liable for any loss caused by the defaults. However, there is none.
4. In my view, no facts have been proved, which justify me departing from the approach in Re Manfield Coatings Company Limited v Springfield Chemical Company Limited ibid. This position might have been different if the application had been made shortly after the sale and purchase agreements had been executed.
5. I will dismiss the applications with no order as to costs.
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(Jonathan Harris) |
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Judge of the Court of First Instance |
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High Court |
Mr Au Lut Chi, instructed by Chow, Griffiths & Chan, for the applicants (in both actions)
The respondent in HCMP 22/2019 was not represented and did not appear
The respondent in HCMP 23/2019 was not represented and did not appear
[1] Unreported, HCMP 1379/2014, 17 July 2014, at §3.
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