ZHANG KEXIAO v. CHANG FENG CHU

HCMP 2074/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 2074 OF 2006

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D E C I S I O N

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1.  This is an application taken out by Zhang Kexiao under section 114B of the Companies Ordinance, Cap. 32.  The respondent is Miss Chang Feng Chu.  The applicant seeks an order that an extraordinary general meeting of New Realm International Limited (“the Company”) be convened for the purpose of considering and if thought fit passing a resolution to appoint two additional directors.  He also seeks an order that one member of the Companypresent in person or by proxy be deemed to constitute a meeting.

2.  An order for substituted service of the originating summons on the respondent was made on 5 December 2006.  The originating summons has been served in compliance with that order.

3.  The Company was incorporated in 1993.  The applicant and the respondent were and are the only members and directors.  The respondent is a Hong Kong resident.  The applicant resides in the mainland at all times.  It was agreed between them that the respondent would be appointed as the company secretary, and that the residential address of the respondent would be used as the registered office of the Company for ease of management.

4.  In May 2004, the name of the Company was struck off from the register of companies as a result of the failure to file annual returns since 1998.  When the applicant learned about this in August 2004, he made numerous attempts to contact the respondent, but to no avail.  He instructed solicitors to apply to court for an order to restore the Company’s name to the register of companies.  His solicitors discovered that from 1994 to 1997, annual returns were filed by an accountant firm.  That accountant firm was contacted by the solicitors, and they replied they had no instructions to file returns for the Company after 1997.

5.  The applicant’s solicitors wrote to the respondent in January 2005 to inform her of the application to restore the Company to the register of companies.  The letter to her was returned undelivered by the Post Office with the remark that the addressee had moved and redirection of mail was not arranged.

6.  An order to restore the Company to the register of companies was made on 22 February 2006.

7.  The applicant does not know of any other correspondence address of the respondent, apart from her residential address which was used as the registered office of the Company.  He has not been able to locate her and he has no other means of contacting her.  It is necessary to find a replacement to discharge the duties of the company secretary, to appoint a firm of accountants to handle the accounts and audits, and to obtain a replacement seal and chop of the Company.  The applicant would need to convene a board meeting to handle all these matters.

8.  The quorum for a board meeting and the quorum for a general meeting provided in the articles of association is two persons.  It is clearly impracticable to hold a general meeting in the circumstances.

9.  I therefore make an order that an extraordinary general meeting be convened as sought in paragraph 1 of the originating summons.  I also give a direction that one member of the Company present in person or by proxy would be deemed to constitute a meeting. I make no order as to the costs of this application.