NGAN JIM WAH v. SAINT TROPEZ FASHION MAKERS LTD AND ANOTHER

HCMP 1807/2013

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1807 OF 2013

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J U D G M E N T

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1.  This is an application by the Administratrix of the estate of Yien Chi Ren, alias Ngan Chi Yan (or Yun), alias Ngan Tung Yick, deceased, for leave to convene an Extraordinary General Meeting under Section 114B of the Companies Ordinance.

2.  The matter arises in this way: the deceased, the late Mr Yien, was a 70% shareholder of the company; the 2^nd respondent is a 30% shareholder.  After Mr Yien’s death, the 2^nd respondent and the secretarial company, who was the only other director, both resigned. 

3.  There is no opposition to this application.  At the moment there is no means for convening the meeting because the Administratrix is not a member until she appears on the register of members.  Clearly this is an appropriate case for an order to be made pursuant to Section 114B of the Companies Ordinance.

4.  Accordingly, there is to be an order in terms of the Originating Summons that an Extraordinary General Meeting of the company be convened under Section 114B, that the notice of the Extraordinary General Meeting be sent to each member not less than 14 clear days before the Extraordinary General Meeting and a member of the 1^st respondent, including the applicant, present in person or by proxy, shall be deemed to constitute the quorum of the Extraordinary General Meeting.