CHEN CHENG WEI (in the Will called CHENG WEI CHEN), the sole Executor according to the tenor of the estate of CHEN XIANXIN also known as XIANXIN, deceased v. GOLDEN GROUP (HONG KONG) CO LTD

HCMP 714/2026

[2026] HKCFI 3470

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 714 OF 2026

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BETWEEN

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DECISION

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1.  There is before the Court

(1) an Originating Summons dated 6 May 2026 (“OS”) seeking the following orders:

“1. An extraordinary general meeting (the ‘EGM’) be convened for GOLDEN GROUP (HONG KONG) COMPANY LIMITED (國大集團(香港)有限公司) (the ‘Company’) for the purpose of considering and, if thought fit, passing an ordinary resolution for the appointment of Mr. CHEN CHENG WEI as a director of the Company with immediate effect;

2. The Applicant may hold the EGM at such place and time as he sees fit and the attendance of the Applicant at the EGM shall constitute a sufficient quorum;

3. Notice for the EGM be dispensed with;

4. Liberty to apply; and

5. There be no order as to costs for this application.”

(2) a Summons dated 20 May 2026 seeking leave to amend the OS to correct a clerical error[1] regarding the name of the Applicant.

2.  Chen Xianxin also known as Xianxin Chen (the “Deceased”) who was the sole director and shareholder of the Company (which was incorporated in Hong Kong on 9 November 2001), passed away on 26 December 2023. The Deceased did not appoint any reserve directors.

3.  He left a Will executed on 25 December 2023 (the “Will”) and 2 trusts created on the same day governed by the laws of the State of Hawaii, USA (the “Trusts”).

4.  The Applicant and his brother Chen Cheng Hao (“CCH”) are the Deceased’s only children.

5.  The Applicant obtained a grant of probate in Hong Kong as sole executor according to the tenor named in the Will on 18 November 2024. He and CCH are both trustees of the Trusts and beneficiaries of the trust estate.

6.  The following Articles of Association of the Company are relevant for present purposes:

(a) Article 8(a): "The quorum for the transaction of business at any General Meeting shall be two members present in person or by proxy."

(b) Article 9: "Unless and until the Company in General Meeting shall otherwise determine, the Company shall have at least one director."

(c) Article 20(b): " ... Where the Company has only one director, the quorum for the meeting of the Director shall be one. "

7.  Following the Deceased’s death, the Company has come to a standstill as currently it has no director.

8.  As matters stand, under the Company’s Articles, the quorum for a general meeting is two members present in person or by proxy, while the quorum for a directors’ meeting is one. With the death of the sole director and shareholder, the resulting lack of a quorum has rendered it impossible for the Company to convene either a director’s meeting or a general meeting.

9.  As a result, the Company is unable to appoint a new director to maintain the continued operation of the Company and to effect the transmission of the Deceased’s shares without an order from this Court.

10.  Section 570 of the Company’s Ordinance, Cap 622 (“CO”) provides as follows:

“570. Power of Court to order meeting

(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.”

11.  I am satisfied that the Applicant has demonstrated impracticability within s 570(1) to justify the exercise by the Court of its discretion to convene a meeting: Re Mandarin Capital Advisory Limited [2011] 2 HKLRD 1003 at §§5-6.

12.  The Applicant has standing: legal personal representative of a deceased member of a company is statutorily deemed to be a member of the company: s. 570 (6) of the CO: see Ip Woon Shun (葉煥信) v Good China Holdings Limited (廣亨集團有限公司) & Ors [2023] HKCFI 2306 (at §13).

13.  Moreover, the Court is granted broad powers to issue ancillary or consequential directions to resolve corporate deadlocks. Anna Grüter & Ors v Reign Digital Creatives Limited & Ors [2020] HKCFI 3137 (at §14) shows that it includes directing that a single shareholder constitutes a quorum and ordering that a resolution for the appointment of the Applicant as a director be put to an EGM and, if thought fit, be passed.

14.  Before the Court exercises its discretion to convene a Court-ordered meeting, it has to consider whether such an order might result in unfair prejudice or facilitate unfairly prejudicial conduct: Yeung Ka Lai v Mark Gain Investment Limited [2021] HKCFI 1382 at §12.

15.  CCH has given his consent to appoint the Applicant as the sole director of the Company. As both he and the Applicant are the only beneficiaries of the trust estate and the Applicant has the requisite status to make the application, I do not consider that there can be any risk of prejudice.

16.  Accordingly, I grant leave to amend the OS and I make an order in terms of the OS.