Read the full judgment text of HCMP 1152/2009 on BabelCite. This Court of First Instance judgment was delivered on 24 July 2009 before Kwan J.
Company law – Companies Ordinance (Cap. 32) – sections 111 and 122 – failure to prepare audited accounts and convene annual general meetings since incorporation in 2004 – originating summons by company under s.122(1B) to extend the 9-month period for laying accounts – originating summons by shareholders under s.111(2), (3) and (6) to deem written resolutions as annual general meetings – discretion to extend time under s.122(1B) is unfettered – factors considered include whether shareholders were aware of the company's financial position and thus not prejudiced, whether the default was inadvertent, and whether the company would comply in future (Re HKI Properties Limited & Others) – company was Hong Kong holding vehicle for a PRC operating company within the 361 Degrees sportswear group – sole director relied on Hong Kong company secretarial firm and was unaware of statutory obligations under Cap. 32 – default discovered during listing application in December 2008 – company was restructured out of the group – audited accounts later prepared and approved by written resolution of all shareholders on 16 June 2009 – court satisfied default was inadvertent and not wilful, beneficial owners were conversant with 361 China's financial position and not prejudiced, and company had appointed new advisers and intended to comply in future – court granted extension of time under s.122(1B) and made directions under s.111 deeming the 16 June 2009 written resolutions to be the annual general meetings for 2005, 2006, 2007 and 2008 – orders made in terms of paragraphs 1 and 2 of the originating summons in HCMP 1152/2009 and paragraphs 1 and 3 of the originating summons in HCMP 1153/2009.
Legal issues: Extension of time under s.122(1B) for laying accounts · Whether written resolutions should be deemed annual general meetings under s.111
Outcome: Relief granted on both originating summonses; the court extended time under s.122(1B) for the Company to lay accounts before its annual general meetings, and made directions under s.111 deeming the 16 June 2009 written resolutions to be the annual general meetings of the Company for the years 2005, 2006, 2007 and 2008.
Cited by 1 case