ZHOU HUIMING AND ANOTHER v. SUN KWOK PING (also known as KWOKPING SUN) AND OTHERS

HCMP 1034/2026

[2026] HKCFI 4652

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1034 OF 2026

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D E C I S I O N

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1.  On 23 June 2026, an extraordinary general meeting (“EGM”) of the 4^th Defendant (“Company”) had taken place. The meeting was convened to vote on the resolutions in respect of the removal of three directors of the Company, namely, Sun Kwok Ping (“Sun”), Zhang Jun (“Zhang”) and Xu Hongbin (“Xu”) and their replacement with Ng Yuk Wai.

2.  The meeting had been convened by the 2^nd Plaintiff (“Central Elite”), which is the registered owner of 48.16% of the shares in the Company.  Central Elite used to be solely owned by Sun.  By a court order dated 29 April 2024, receivers were appointed over all of Sun’s assets, including his shares in Central Elite.

3.  On 22 June 2026, the day before the EGM was to take place, Sun applied for an ex parte injunction to restrain Central Elite from voting at the EGM.  I heard the application and dismissed it.  I observed at the time that, having dismissed Sun’s injunction application, there should be no basis for anyone to challenge Central Elite’s standing to vote.  That, however, the Plaintiffs contend was exactly what transpired.

4.  The chairman of the EGM, Zhang, whom the Plaintiffs say is an associate of Sun, apparently adjourned the meeting on the basis that there was uncertainty as to whether Central Elite could vote.  He did not adjourn it to a particular date, place, or time.  Despite Zhang’s purported adjournment of the meeting, the shareholders remained and voted on the resolutions, with 99% of the shareholders who voted voting in favour of the resolutions.

5.  I am satisfied that the Defendants have been properly served, although they did not appear and were not represented at this hearing.  I am also satisfied that there is no justification for the adjournment, which appears to have been a unilateral action taken by Zhang for the collateral purpose of delaying Sun and his associates’ removal from the board of the Company.

6.  The chairperson of a general meeting is, one would expect, under a duty to ensure that the meeting is carried out in a proper manner in order to enable the will of the meeting to be ascertained and resolved.  He can only properly adjourn a meeting if this is consistent with that general duty and any relevant provisions of the Company’s articles.

7.  Consistent with that general duty, any adjournment should be no longer than is necessary to enable a meeting to be conducted properly and a resolution to be put to the meeting for determination.

8.  In the present case, the Company’s articles, Article 36(3)(b), provide that if it appears to the chairperson that an adjournment is necessary to protect the safety of any person attending the meeting, or to ensure that the business of the meeting is conducted in an orderly manner, the chairperson may adjourn the meeting.

9.  Unless this criterion is satisfied, it would seem to me clear that Zhang did not have the power to adjourn the EGM absent the shareholders themselves being called upon to vote to do so and passing the necessary resolution.

10.  Mr Sik brought to my attention the decision in National Dwellings Society v Sykes[1] in which the court said the meeting can resolve to go on with the business for which it has been convened, and appoint a chairman to conduct the business which the other chairman, forgetful of his duty or violating his duty, has tried to stop because the proceedings have taken a turn which he himself does not like.

11.  As I have already mentioned, the shareholders proceeded on the basis that the EGM had not been properly adjourned, and themselves took steps to resolve the resolutions which were subsequently passed.

12.  It would seem to me that the evidence points compellingly to the conclusion that Zhang acted improperly and for a collateral purpose, and that his purported adjournment of the EGM was ineffective.  Although this gives rise to some questions, perhaps, as to the satisfaction of the normal requirements for the passing of a resolution, it seems clear in the circumstances of this case that the shareholders who attended what was a properly convened meeting proceeded in such a way as to ensure that the resolutions were properly considered and passed, thereby reflecting the will of the meeting.

13.  In these circumstances, l am prepared to grant the following orders, including the declaration in the next sub-paragraph confirming the removal from the board of the Company of Sun, Zhang and Xu and their replacement with Ng Yuk Wai.  I note that, in the alternative, the Plaintiffs had sought an order for the convening of a new meeting with a new chairperson.  That would not be necessary in light of the following orders:

(1)  A declaration that the 1^st, 2^nd and 3^rd Defendants were duly removed as directors of the 4^th Defendant on 23 June 2026, and Ng Yuk Wai was duly appointed as a director of the 4^th Defendant on 23 June 2026 pursuant to the resolutions passed at the 4^th Defendant’s extraordinary general meeting convened at 4:15pm on 23 June 2026.

(2)  An injunction restraining the 1^st to 3^rd Defendants from acting or holding themselves out as directors of the 4^th Defendant.

(3)  Liberty to apply.

(4)  The costs of the originating summons be paid by the 1^st to 3^rd Defendants to the Plaintiffs to be summarily assessed.