WILLIAM THOMSON v. UNITED LAND NETWORK TECHNOLOGIES LTD

HCMP 4574/2003

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 4574 OF 2003

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D E C I S I O N

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1. This is an application made by Mr William Thomson under section 114B of the Companies Ordinance, Cap. 32. Mr Thomson is a director and shareholder of United Land Network Technologies Ltd ("the Company"), the other director and shareholder is a Ms Ma Delara T Unsay, a national of the Philippines.

2. Mr Thomson seeks an order that he be at liberty to convene a general meeting of the Company and that one member of the Company personally present is to constitute a quorum at the general meeting. The general meeting is to pass a number of resolutions to enable the Company to function properly including appointing an additional director and to attend to the tax, accounting and corporate requirements.

3. Miss Unsay was not served with the Originating Statements as she cannot be contacted since late 2002.

4. The relevant background matters may be stated as follows.

5. The Company was incorporated in Hong Kong on 16 August 2000, it was acquired by Mr Thomson and Ms Unsay for the purpose of holding a property in Pok Fu Lam Road purchased with an equal contribution of funds from them. The property was assigned to the Company in October 2000. The Company has not engaged in any other kind of business. The registered office of the Company is at the property.

6. Save for a balance sheet as at 31 March 2001 prepared by auditors engaged by Ms Unsay and signed by the directors, no accounts of the Company for any other period have been prepared.

7. Since August 2000, no annual general meeting or any meeting of the Company or any directors' meeting was held. The quorum for holding a general meeting is two members present in person or by proxy.

8. Tax returns with supporting accounts have not been submitted to the Inland Revenue Department.

9. Mr Thomson has made many attempts to contact Ms Unay as from late 2002 but to no avail. She would appear to have left Hong Kong. He was denied access to the property which is occupied by a common friend of himself and Ms Unsay. It has come to the notice of Mr Thomson that two orders were issued by the Building Authority to the Company in August 2002 requiring demolition of unauthorized structures at the property and the roof. No steps have been taken by the Company to comply with these orders.

10. Mr Thomson has obtained consent of a friend Mr Gordon McIntosh, to be appointed as an additional director. To this purpose, he seeks an order to convene a general meeting of the Company which cannot be held at the moment due to the lack of a quorum and for consequential directions.

11. It would be appropriate in these circumstances to grant the relief sought. I make an order in terms of the draft submitted to me.