Re Meiya Power Development Company Ltd

HCMP 2775/2014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2775 OF 2014

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AND

HCMP 2777/2014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2777 OF 2014

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AND

HCMP 2778/2014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2778 OF 2014

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AND

HCMP 2779/2014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2779 OF 2014

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AND

HCMP 2780/2014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2780 OF 2014

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AND

HCMP 2781/2014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2781 OF 2014

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____________________

AND

HCMP 2783/2014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 2783 OF 2014

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D E C I S I O N

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1.I have before me a number of originating summonses seeking extensions of time pursuant to section 122 of the Companies Ordinance, Cap 32, of the date by which the various companies were required to lay their audited financial statements before the companies in annual general meetings.

2.In the case of some of the applications, it was accepted before they came on that as there was no risk of prosecution because the breaches occurred more than three years ago, the applications should be withdrawn.  The remaining four originating summonses are straightforward and I am satisfied that the criteria (by reference to which the court considers these kind of applications) are satisfied.

3.There is only one technical point on which it may be helpful if I comment.

4.In the case of NGLE, it failed to put its audited financial statements for the period from 24 March 2009 to 31 December 2010 and for the year ending 31 December 2011 before the company at the annual general meetings held in the calendar years following those accounting periods.  It is not in dispute that those breaches cannot be prosecuted and therefore do not need curing.  However, an application has been made in respect of those periods for the following reasons.

5.On 30 September 2013, the company put before its members at the annual general meeting for that calendar year not only the audited financial statements for 2012, but also for the two earlier periods to which I have referred.  Mr Cheng suggested that it might be argued that as the attempts to obtain approval of the accounts for the period 24 March 2009 to 31 December 2010 and for 2011 did not cure the breaches that had occurred by 30 September 2011 and 2012 respectively, that the date on which the breach had occurred was not the expiry of the period by which the Ordinance required the accounts to be laid before the company in annual general meeting, but the dates on which it purported to put them before the company in annual general meeting.  In other words, the company, in its attempts to cure the breach, extended the date of default and therefore created a risk of prosecution at a later date. 

6.In my view, this is not correct and therefore NGLE does not need the order sought in respect of 2009 through to 31 December 2011.

Mr Henry Cheng, instructed by Anthony Siu & Co, for the applicants (in all cases)