CHAN MOU SHEK LAN v. SECRETARY OF JUSTICE OF THE HKSAR

HCMP647/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 647 OF 2006

D E C I S I O N

1.  The plaintiff purchased 10,000 shares of Orient Overseas (International) Limited (“OOIL”).  The purchase was done through Kwai Hung Securities Company Limited.  The plaintiff did not take physical possession of the shares after the purchase.  She subsequently sold 4,000 of those shares.  The remaining 6,000 shares have become 7,870 shares because of three bonus issues which took place on or about 21 September 1992, sometime in 2004 and sometime in 2005.  The uncollected dividend for these shares is at $37,163.52.  These are held in the name of a company called Nikko Asia (Nominees) Limited (“Nikko Asia”).

2.  The plaintiff had been given the relevant share certificates all endorsed at the back with the relevant forms of transfer.  They were given by Nikko Asia to the plaintiff for her to transfer the shares to her name.  Nikko Asia has been dissolved on 20 December 2001 by a members’ voluntary winding-up.  The plaintiff only applied on 24 June 2005 to the share registrar of OOIL to transfer the shares to her name.  However, the signatures of the responsible personnel of Nikko Asia on the forms of transfer did not match the signature as kept by the registrar.  The registrar thus declined the application for transfer but indicated that it would be prepared to comply with the directions of this court to transfer those shares.

3.  The plaintiff has produced the necessary documents and receipts proving that she had indeed purchased and is entitled to the 7,870 shares of OOIL and the dividend of $37,163.52.

4.  Nikko Asia has been dissolved.  Under section 292 of the Companies Ordinance, Cap.32, all the properties vested in or held in trust for it have become bona vacantia.  However, section 292 does not include properties held by Nikko Asia on trust for others which include the plaintiff.

5.  The Secretary of Justice, who is named as the defendant in these proceedings, does not wish to contest this matter.  I am entitled to make a vesting order under section 52 of the Trustee Ordinance, Cap.29 in favour of the plaintiff.  I therefore order that the right to transfer the various number of shares totaling 7,870 of Orient Overseas (International) Limited registered in the name of Nikko Asia (Nominees) Limited as specified in the schedule of the originating summons and the right to receive the dividends accrued or to accrue thereon prior to the transfer of these shares may be vested in the plaintiff.

6.  Since the Secretary of Justice has not appeared, I make no order as to costs for these proceedings.