Re Pacific Century Cyberworks Ltd.

HCMP005909/2000

HCMP 5909/2000

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 5909 OF 2000

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Coram: Hon Yuen J in Chambers

Date of Hearing: 23 February 2001

Date of Judgment: 23 February 2001

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J U D G M E N T

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1. This is an application by Originating Summons by the Hong Kong & Shanghai Banking Corporation Limited ("the Applicant") for an order pursuant to Section 86 of the Companies Ordinance that the statement contained in the Particulars of the Rent Assignment executed by Pacific Century Cyberworks Limited, formerly known as Tricom Holdings Limited ("the Company") as borrower in favour of the bank as lender and registered with the Registrar of Companies on 11 January 1993 and the Certificate of the Registrar of Companies of the registration of such Rent Assignment of the same date be rectified by substituting the date of "18 December 1992", being the true date of the said Rent Assignment, for the date of "18 January 1993" appearing in the register and in the Certificate of the Registrar.

2. The application is made on the ground that the misstatement was due to inadvertence and was accidental. Section 86 of the Companies Ordinance provides that the court, on being satisfied that a misstatement of any particular with respect to any charge was accidental or due to inadvertence or to some other sufficient cause or is not of a nature to prejudice the position of creditors or shareholders of the company or that on other ground it is just and equitable to grant relief, may, on the application of the company or any person interested, and on such terms and conditions as seem to the court just and expedient, order that the misstatement shall be rectified.

3. In the present case, the actual Rent Assignment has been exhibited. That Rent Assignment bears, on its face, the date of 18 December 1992. However, in the Particulars of charge which was presented to the Registrar of Companies, the date of the instrument was said to be 18 January 1993. This is, on the face of it, a clear misstatement because that document (i.e. the Particulars itself) was dated 7 January 1993, that is to say, prior to the said "date" of the instrument.

4. This obvious error was repeated in the Certificate of registration of a charge in that the Certificate, which was itself dated 11 January 1993, purported to certify that a Rent Assignment dated 18 January 1993 was registered.

5. Accordingly, it is clear that there was a misstatement of the true date of the Rent Assignment in the register and in the Registrar's Certificate. I am satisfied that the Company has been duly served. There is an affirmation of service of the process server filed on 22 February 2001. I am satisfied that on the evidence of the solicitors who have been responsible for presenting the Rent Assignment for registration that the error in the date in the register was inadvertent and due to a typographical error, and accordingly I would grant an order that the misstatement as set out above be rectified by substituting the date of "18 December 1992" for the date of "18 January 1993".

Representation:

Mr Billy Y C Lam, of Johnson Stokes & Master, for the Applicant

Pacific Century Cyberworks Limited, Respondent, absent