TONG SIU KIT, Administratrix of the Estate of SIN WING HUNG v. SPEEDY LION LOGISTICS LTD

HCMP 97/2026

[2026] HKCFI 1431

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 97 OF 2026

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DECISION

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1.  This is Madam Tong Siu Kit’s application by originating summons dated 21 January 2026 seeking to convene a general meeting of Speedy Lion Logistics Ltd (the “Company”) pursuant to section 570 of the Companies Ordinance (Cap 622).

2.  Madam Tong was the wife of Mr Sin Wing Hung, who was the sole shareholder and director of the Company.

3.  Mr Sin died intestate in Hong Kong on 24 December 2019.

4.  On 18 June 2020, Madam Tong obtained letters of administration in respect of Mr Sin’s estate.  She is the administrator of Mr Sin’s estate.  

5.  Under the Company’s articles of association, Madam Tong, as the personal representative of Mr Sin’s estate, is entitled to become a shareholder of the Company.  However, the registration of the shareholding has to be effectuated through the Company’s director(s).  

6.  By reason of the death of Mr Sin, the Company does not have a director; nor does the Company have a shareholder.  As such, it has been impossible to convene a shareholders’ meeting or a directors’ meeting for the purposes of effectuating the transfer of the shareholding in the Company.  

7.  Against this background, Madam Tong took out the originating summons herein.  In gist, Madam Tong seeks to convene a general meeting of the Company, such that she can be appointed as a director of the Company.  Thereafter, she can, in the capacity as a director, approve and/or effectuate the transfer of the shareholding in the Company. 

8.  Section 570 of the Companies Ordinance (Cap 622) provides that:-

“(1) This section applies if for any reason it is impracticable—

(a) to call a general meeting of a company in any manner in which general meetings of that company may be called; or

(b) to conduct the meeting in the manner prescribed by the company’s articles or this Ordinance.

(2) The Court may, either of its own motion or on application—

…

(b) by a member of the company who would be entitled to vote at the meeting,

order a general meeting of the company to be called, held and conducted in any manner the Court thinks fit.

…

(6)  The legal personal representative of a deceased member of a company is to be regarded in all respects, for the purposes of this section, as a member of the company having the same rights with respect to attending and voting at a meeting of the company as the deceased member would, if living, have had”

9.  As the personal representative of Mr Sin’s estate, Madam Tong has locus standi to pursue the present application: see section 570(6) of the Companies Ordinance; and Re ARB Consultancy Ltd [2025] HKCFI 383 at para 10 (per Peter Ng J).

10.  It is apparent that there has been a deadlock in regard to the affairs of the Company.  Without a surviving director, it has been impossible to convene a general meeting in the manner stipulated by the Company’s articles of association.

11.  Unless the powers under section 570 of the Companies Ordinance are invoked, the deadlock would be perpetuated.

12.  I am satisfied that this is an appropriate case to grant reliefs pursuant to section 570 of the Companies Ordinance.

13.  I make an order in terms of paragraphs 1, 2, 3, and 4 of the originating summons dated 21 January 2026.

14.  I thank Ms Jacquelyn Ng (counsel for Madam Tong) for her assistance.