XCHRX HWANG SALLY WAN SIN CHEN v. THE REGISTRAR OF COMPANIES AND ANOTHER

HCMP No. 6063 of 1998

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 6063 OF 1998

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D E C I S I O N

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1. On 1st March 1999, I made an order restoring a company Easeson Limited to the register of Companies. The Order included an order to the effect that upon delivery of the Order to the Registrar of Companies, if the name of the Company is the same as, or in the opinion of the Registrar of Companies, too like a name appearing at that time in the Registrar's index of company names, the Company shall change its name within 30 days of the delivery of this order to the Registrar of Companies. It has turned out that the Chinese name of this Company has been taken up by another company, therefore it is necessary now for Easeson Limited, the Company, to change its Chinese name.

2. One of the directors and shareholders of the Company whom I shall refer to as "Sally Hwang" has attempted to get the co-operation of the other shareholder and director, her sister, Alice Chen. The efforts taken on behalf of Sally Hwang included the sending of the Order to Baker and Mckenzie who represented Alice Chen at one stage. But a few days later, Baker and Mckenzie informed Sally Hwang's solicitors, Messrs. Herbert Smith that they had ceased to act for Alice Chen.

3. Consequently, Sally Hwang's solicitors had tried to contact Alice Chen both in the Mainland and also in Taiwan. As far as the address of Alice Chen appearing on the Company's Returns is concerned, the address stipulated there is Capitol Centre in Hong Kong. However, it would appear from the documents exhibited to the two affirmations of Young Tsz Lan that, in fact, Alice Chen can be reached substantively at an address in Taiwan.

4. Alice Chen had herself written a letter bearing that address which is exhibited as "YTL-6". However, since the receipt of this letter and notwithstanding the sending of further correspondence and required translations to Alice Chen at that address, no substantive response has been received from her regarding this application to change the Chinese name of the Company.

5. In all the circumstances, especially in view of the fact that it is inappropriate to have two companies in the Companies Registry bearing the same name, it has become necessary for Sally Hwang to now apply for meetings under section 114B of the Companies Ordinance.

6. Having considered all the above circumstances, in my view, it is necessary for these orders to be made.

1. Paragraph 1 will be to the effect that notwithstanding that the time limit for compliance with my order dated 1st March 1999 has lapsed, the said time limit be extended for 28 days from the date hereof.

2. In relation to the relief and directions sought under section 114B of the Companies Ordinance, I would grant the following relief and directions.

2.1 that an Extraordinary General Meeting of Easeson Limited ("the Company") be convened and held within 14 days from the date hereof for the purpose of passing a Special Resolution regarding the change of the Chinese name of the Company as required under and in compliance with the 1st March Order subject to the directions that:

(i) the 21 day notice to the other shareholders stipulated by Article 52 of Table A, as incorporated in the Articles of Association of the Company, be dispensed with and notice of 7 days be given, and

(ii) that one member may constitute a quorum for the said meeting.

2.2 that a directors' meeting of the Company be convened and held within 14 days from the date hereof for the purpose of dealing with the matters as required under and in compliance with the 1st March Order subject to the directions that:

(i) notice of 7 days of the said meeting be given to Chen Wan Mein, a director of the Company, and

(ii) that one director may constitute a quorum for the said meeting.

3. Notice of the said meetings and a sealed copy of this Order be sent by ordinary air-mail to Ms. Chen Wan Mein within 7 days of the date hereof at the following 2 addresses:

Gennies Fashion Group Inc
No. 10, 31st Road, Taichung Industrial Park, Taichung,
Taiwan, Republic of China; and
台中市西區利民里14鄰
三民路 1段168巷9號

4. A copy of the Special Resolution passed pursuant to paragraph 2.1 above and a copy of the minutes of the directors' meeting convened and held pursuant to paragraph 2.2 above be sent by ordinary air-mail to Ms. Chen Wan Mein within 7 days of the respective dates of the Special Resolution and the Board meeting at the 2 addresses as set out in paragraph 3 above;

5. a sealed copy of this Order be delivered to the Registrar of Companies for registration within 7 days of the date hereof;

6. costs of this application be to the Defendants in any event.