RE the Joint and Several Administrators of the Estate of KUNG NINA

HCMP 1015/2025

[2026] HKCFI 1304

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1015 OF 2025

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DECISION

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Introduction and Background

1.  I have before me an application made by Amended Ex-Parte Originating Summons dated 20 June 2025 (“Amended Ex Parte OS”) by the Joint and Several Administrators (“JAs”) of the Estate of Kung Ning (“Nina”), the Applicants, for vesting orders under sections 45 and 52 of the Trustee Ordinance, Cap.29 (“the Ordinance”) in respect of the various interests in land and shares (“the Subject Assets”) of Donald Quintin Cheung (“Donald”):

(1)     1,768 of 11,180 parts or shares in the property known as all those 99 equal undivided 462^nd parts or shares of and in all that piece or parcel of ground registered in the Land Registry as Kwai Chung Town Lot No. 166 and of and in the messuages erections and buildings thereon known as “Kwai Chung Building” together with the sole and exclusive right to hold use occupy and enjoy all those Shops Nos 1, 3 to 9 on the Lower Ground Floor, Shops No 1 to 19 on the Ground Floor, and the external walls of Kwai Chung Building Nos 10-16 & 22-30 Shek Pui Street and Nos 5-21 Shek Ying Path; and Unit P on 16^th Floor and Unit B on 20^th Floor of Kwai Chung Buildings Nos 18/20 Shek Pui Street, Kwai Chung, New Territories; and

(2)     The rights to transfer or call for a transfer of the following stocks, to receive the dividends or income thereof, and to sue for or recover the same:

(a)     23,000 shares in Fester Corporation Limited (“Fester”);

(b)     1 share in Tsing Lung Investment Company Limited (“Tsing Lung”);

(c)     2,200 shares in Beta Estates Limited (“Beta”);

(d)     4.23% interest of 582 A shares in Wota Investment Limited (“Wota”); and

(e)     1,768 shares in On Shiu Enterprises Limited (“On Shiu”).

2.  According to JAs:

(1)     In or around January or February 1991, Nina, her husband (“Teddy”) and Donald, who had between them various legal proceedings (“Legal Proceedings”), entered into a settlement agreement (“the Settlement Agreement”), the terms of which was set out in a letter from solicitors for Nina and Teddy’s camp to Donald’s Camp (“the Letter”) and can be summarised as:

(a)     The plaintiffs/petitioner in each of the Legal Proceedings were to apply to dismiss or discontinue the proceedings with no order as to costs;

(b)     The Chinachem group of companies (“the Group”) was to make a payment on behalf of Nina in the sum of HK$13M to Donald and HK$1.2M to Frank Chi-Yuen Cheung (“Frank”);

(c)     Donald, his wife (“Loretta”) and Frank were to transfer their shares in Fester and Tsing Lung to Nina or her nominee;

(d)     Donald was to transfer his shares in Beta, Wota and On Shiu to Nina or her nominee;

(e)     Donald was to forthwith assign all his entitlement and interests (which he holds as trustee for and on behalf of Nina and Teddy) to Nina or her nominee;

(f)     Donald and Frank undertook to do such acts and assurances as are necessary and proper for the purposes of implementing and executing expeditiously the transfers referred to in the Letter and in effecting the terms and spirit of the Settlement Agreement; and

(g)     Donald and Frank undertook to execute upon request any instrument necessary to transfer all of their interests in shares and/or shareholder’s loan in any company in which Teddy or Nina (or their nominees) were the majority shareholder as at the date of the Letter;

(2)     Enclosed with the Letter were two cheques drawn by Chinachem Agencies Ltd (a company within the Group) in the sum of HK$13M and HK$1.2M in favour of Donald and Frank respectively;

(3)     Donald countersigned the Letter to indicate his acceptance of the Settlement Agreement and receipt of the cheque in his favour;

(4)     By letter dated 5 February 1991 to Donald, Peter Wintle of Deacons noted that the cheque of HK$13M had been cleared and enclosed a number of document including: signed notices of resignation from office as director from Donald to On Shiu, Tsing Lung, Fester and from Frank to Tsing Lung; signed instruments of transfer and bought and sold notes in relation to Donald’s shares in On Shiu, Beta, Wota, Tsing Lung and Fester as well as Frank and Loretta’s shares in Fester; and notices for dismissal or discontinuances of the Legal Proceedings;

(5)     By letter dated 18 February 1991, Nina informed her solicitors of her nominees in respect of the shares to be transferred to her pursuant to the Settlement Agreement;

(6)     For reasons unknown to JAs, the intended transfer of the Subject Assets was not completed;

(7)     Notwithstanding the above, subsequent correspondence found in the records of the estate of Nina (“the Estate”) showed that Donald regarded himself as: (1) trustee of his interest in the Subject Assets for the benefit of Nina; and (2) no longer having any personal interest in the Subject Assets;

(8)     Donald died in 2003 and probate of his will was granted by the Supreme Court of British Colombia;

(9)     Before commencing these proceedings, JAs took steps to inquire if there was any way to secure the transfer of the Subject Assets from Donald to the Estate:

(a)     On or around 28 July 2023, conducted a search at the Probate Registry but was not able to locate any grant of representation in relation to Donald’s estate;

(b)     Between October 2022 and June 2024, engaged in email correspondence with Donald’s son but was not able to secure his agreement to act as the representative of Donald’s estate;

(c)     On 9 July 2024, obtained a copy of probate of Donald’s will and ascertained that probate had been granted to two executors but have not been able to establish contact with them; and

(d)     JAs do not have the contact details of any other family members of Donald;

(10)     Pursuant to the Re-Re-Re-Re-Amended Order of A Cheung J (as he then was) dated 10 December 2007, JAs are required to seek leave from the Administration Judge before commencing proceedings on behalf of the Estate;

(11)     Leave was obtained from Chu VP on 2 April 2025 to commence these proceedings on an ex parte basis on notice to Zeta, Chinachem Investment Company Limited (“Chinachem Investment”) and the liquidator of On Shui, and notice was so given on 10 October 2025; and

(12)     Zeta, Chinachem Investment and On Shui have not filed any acknowledge of service.  

3.  On 26 November 2025, I directed inter alia the Amended Ex Parte OS be dealt with on paper and the lodging of skeleton submissions and document bundles by the Applicants.

Discussion and Disposition

4.  Section 45(e) of the Ordinance provides, “where there is no personal representative of a deceased trustee who was entitled to or possessed of any interest in land, or where it is uncertain who is the personal representative of a deceased trustee who was entitled to or possessed of any interest in land… the court may make an order (in this Ordinance called a vesting order) vesting the land or interest therein in any such person in any such manner and for any such estate or interest as the court may direct …”.

5.  Once the preconditions set out in the statute have been satisfied, the Court has a discretion to vest the property directly in the beneficiary: see Re Lee Yang, Shiu Chuen Joyce [2021] 4 HKLRD 252 at §16 per DHCJ Paul Lam SC.

6.  The court may make avestingorder in an ex parte application if there is clear evidence justifying making one.  However, the Court must proceed cautiously because it is being asked to make a final, as opposed to interlocutory order which, in practical terms, could be worth millions of dollars without hearing any opposing party, or without anyone challenging the applicant for failing to make full and frank disclosure.  The court must examine the evidence presented by the applicant critically: see Re Man Kin as the administrator of the estate of Man Pak Chun (unrep) HCMP 2565/2014, 18 April 2016, per Chow J (as he then was) at §§11-12.

7.  The court may make a vesting order on an ex parte basis where the court is satisfied: (1) the applicant is the beneficial owner of the interest in land in question; and (2) the trustee of that interest in land has died without a personal representative, or it is uncertain who is the personal representative of the deceased trustee: see e.g. Re Lee Lin Shing [2025] HKCFI 258 at §9 per Au-Yeung J.

8.  As for vesting orders in respect of shares, s.52 of the Ordinance provides as follows:

“(1) In any of the following cases, namely …

(e) where stock or a thing in action is vested in a trustee whether by way of mortgage or otherwise and it appears to the court to be expedient,

the court may make an order vesting the right to transfer or call for a transfer of stock, or to receive the dividends or income thereof, or to sue for or recover the thing in action, in any such person as the court may appoint…

(3)  The person in whom the right to transfer or call for the transfer of any stock is vested by an order of the court under this Ordinance may transfer the stock to himself or any other person, according to the order, and all companies, banks and societies shall obey every order under this section according to its tenor. …”

9.  The court may make a vesting order under s.52 of the Ordinance where the court is satisfied: (1) the applicant is the beneficial owner of the said rights in respect of the shares in question; and (2) the trustee of the said rights has died without a personal representative or it is uncertain who is the personal representative of the deceased trustee.  See Re Holy Island Investment Company Limited [2025] HKCFI 1005 per Au Yeung J at §§2-13.

10.  Having examined the evidence before me critically, applying the above legal principles, and on the basis of the Written Submissions of the Applicants, I am satisfied that Donald holds the Subject Assets on trust for the Estate and having passed away without a personal representatives or it is uncertain who is the personal representative that this is an appropriate case for this court to exercise its discretion under ss.45 and 52 of the Ordinance.

11.  I will make an order in terms of the Draft Order.

12.  Lastly, I thank Mr Chan, counsel, for his most helpful submissions.