LI XIAOJUN AND OTHERS v. SKYUNION HONG KONG HOLDINGS LTD

HCMP1660/2013

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1660 OF 2013

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J U D G M E N T

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1.  The applicants are the current directors of the respondent. By an Originating Summons dated 5 July 2013, the applicants seek an order from the court to rectify the non-compliance of sections 122(1), (1A) and (2) of the Companies Ordinance, Cap 32 in connection with the laying of the accounts of the respondent for the years ended 31 December 2006, 2007 and 2008.

2.  The respondent has not appeared today.

3.  I am satisfied on the evidence filed by the applicants that shareholders of the respondent were at all material times aware of the financial position of the respondent because, firstly, unaudited accounts of the respondent were in fact laid before them at the AGM for the years 2007 to 2009.  The discrepancies between those accounts and the unaudited ones were minor. 

4.  Secondly, all the shareholders were directors of the respondent and they must have known about finance of the same.

5.  Thirdly, all the shareholders have confirmed that they have suffered no prejudice as a result of the non-compliance in question. 

6.  I am also satisfied that the non-compliance was the result of ignorance of the law.  It ought not be overlooked that a directorship comes with various responsibilities.  Although this is unfortunate, it appears that the non-compliance was unintentional.

7.  Finally, I accept the assurance of the applicants that there will not be similar infringements in the future.  They have put in place a number of measures to improve the corporate governance of the respondent.

8.  In these premises, I grant the order sought in the Originating Summons as amended.