GUANGZHOU HENGTAI BIOTECHNOLOGY (HONG KONG) LTD v. CHAN KIM CHUNG, Nelson AND ANOTHER

HCA 2272/2025

[2026] HKCFI 3485

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 2272 OF 2025

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DECISION

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A. INTRODUCTION

1.  This is the substantive hearing of the Plaintiff (“P”)’s Summons (“the Continuation Summons”) for an order to continue the proprietary injunction against the 2^nd Defendant (“D2”), and the Mareva injunction against the 1^st Defendant (“D1”) and D2 (collectively “the Injunction Order”) granted by the B Fung J on 6 December 2025 and continued by DHCJ Ahuja KC on 19 December 2025 until the conclusion of the trial herein or a further Order of the Court.

2.  The proprietary injunction restrains D2 from disposing of, dealing with, or diminishing the value of 150,000,000 shares (“the Subject Shares”) in E&P Global Holdings Limited (Stock Code: 1142) (“Listco”).  According to P’s case, the Subject Shares are shares misappropriated from P on 1 December 2025 pursuant to a fraudulent scheme orchestrated jointly by D1 and D2.  The Mareva injunction freezes D1’s assets and D2’s assets up to the value of HK$41,250,000, which was the market value of the Subject Shares on 1 December 2025.

3.  D1 does not oppose the Continuation Summons and is absent in the hearing before me.

4.  D2 opposes the Continuation Summons and seeks an order to dismiss the summons.

5.  In the hearing before me, Mr Alexsander Wong and Ms Lily Yeung represent P.  Mr Anson Wong Yu Yat represents D2.

B.     THE PARTIES’ RESPECTIVE CASES

6.  P’s case is as follows:

(1)     P held 302,640,000 shares (“Listco Shares”) in Listco.

(2)     In late November 2025, P’s director, Mr Wong Sik (“Wong”), sought short-term financing on behalf of P using the Listco Shares as collateral.  Mr Ke Junxiang (“Ke”), on behalf of Wong and P, contacted D1, who represented himself as an intermediary for an unidentified lender referred as the “boss”.

(3)     The agreed terms of the loan, as evidenced contemporaneously in the WeChat correspondence between Ke and D1, were:

(a)     a loan principle of HK$12,000,000;

(b)     a term of 6 months; and

(c)     secured by deposit of the Subject Shares as collateral pursuant to a pre-signed Instrument of Transfer; and

(d)     the Subject Shares shall not be sold prior to default.

(4)     Pursuant to this agreement, on 30 November 2025 at around 10 pm, Ke, on behalf of Wong and P, delivered 3 Share Certificates and an Instrument of Transfer endorsed in blank executed by P to D1, which were to be held strictly as collateral for the promised loan.

(5)     However, despite repeated demands for payment between 1 and 4 December 2025, no part of the loan was ever advanced to P.

(6)     Despite repeated demands to return the Share Certificates between 2 and 4 December 2025 and D1’s promise to do so, D1 never showed up.

(7)     It transpired that:

(a)     On or around 1 December 2025, D1 caused the Subject Shares to be transferred to D2’s name.

(b)     On or around 4 December 2025, D2 had attempted to transfer the Subject Shares to HKSCC Nominees Limited (“HKSCC”) through a brokerage firm Silverbricks Securities Co Limited (“Silverbricks”), which would enable instant sale of those shares in the open market.

(8)     Upon realizing it was a victim of fraud, P immediately took steps to seek Listco’s assistance in halting the attempted dissipation and commenced these proceedings.

(9)     On 6 December 2025, B Fung J granted the Injunction Order to preserve the assets pending further determination.

(10)     Whilst D2 was transferring the Subject Shares to himself and then to HKSCC, D1 strung Ke along by WeChat between 1 and 5 December 2025 with a sequence of false excuses for delay in payment and proposals for upfront payment in varying amounts and dates (“the 1^st to 5^th Proposals”), including the sending of a video purportedly showing a pile of cash.

7.  D2’s case is as follows:

(1)     In or around early-November 2025, Mr Tsang Chiu Fai Andrew (曾昭輝) (“Tsang”) informed D2 that there was a “boss” who was in need of cash and intended to seek financing through some shares of a listed company, and that the financing transaction would be handled by D1.

(2)     At around 2 pm on 18 November 2025, a meeting was held at the Island Shangri-La Hotel in Admiralty for the purpose of discussing the intended financing transaction.  The meeting was attended by, inter alia, Wong, Ke, D1, D2 and Tsang.  During the meeting, Ke explained that he and Mr Chen William Hon Lam (“Chen”, Ke’s son) were the ultimate controllers of the Listco, and that they intended to seek financing by selling or charging or pledging the Listco Shares.

(3)     Subsequently, Ke appointed D1 and Tsang as his representatives for contacting and negotiating with D2 in relation to the financing transaction.

(4)     At around 1 pm on 21 November 2025, upon the invitation of D1 and Tsang, D2 attended a meeting with Chen at JW Marriott Hong Kong Hotel.  During the meeting, Chen proposed (on behalf of Ke) that the financing transaction would be carried out through a corporate vehicle (which was later known to be P).

(5)     In the early hours of 1 December 2025, D1 and Tsang met with D2 at a cigar bar in Central. Pursuant to the instructions of Ke and Chen, D1 and Tsang brought: (a) an instrument of transfer of 150,000,000 shares of the Listco pre-signed by P (as transferor), and (b) a document entitled “香港債務確認及以股票抵償協議” (“the Agreement”) pre-signed by P.  P was the corporate vehicle appointed by Ke for the financing transaction, of which D2 only knew at the meeting.  At the meeting, D2 signed the instrument of transfer (as transferee) and the Agreement.

(6)     By the above arrangement, Ke and D2 intended that D2 shall pay HK$3,000,000 in exchange for the Subject Shares from Ke through P as the transferor.  The transaction was intended to be effected, and Ke and D2 agreed by conduct, as follows:

(a)     Under Clause 1 of the Agreement, P confirmed that it owed D2 HK$3,000,000.  Clause 1 was drafted in a way which deemed that P had been indebted to D2.  However, as at the time of the signing of the Agreement, D2 had not paid the consideration for the Subject Shares yet.

(b)     Under Clause 2, P agreed to transfer the Subject Shares to D2 to settle the “debt” confirmed under Clause 1.

(c)     D2 would pay HK$3,000,000 to Ke in consideration of the transfer of the Subject Shares by P to D2.

(7)     At around noon on 1 December 2025, D2 met with a senior manager of Silverbricks, Mr Wang Tianzi (王添梓) (“Wang”), who reviewed the signed instrument of transfer and the signed Agreement, and confirmed that they were in order.

(8)     At around 4 pm on 1 December 2025, D2 met D1 and Tsang at the cigar bar in Central, where D2 paid HK$3,000,000 cash to D1 and Tsang (who were the representatives appointed by Ke) for the purpose of completing the transaction.  Subsequently, Tsang passed the HK$3,000,000 cash to Ke.

8.  P denies D2’s case.  In particular, P avers that the Agreement relied upon by D2 is a forgery, and D2’s case is a pack of lies.

9.  D2 contends that the Continuation Summons should be dismissed for the following reasons:

(1)     There is no serious issue to be tried and/or good arguable case in support of P’s application.

(2)     The Injunction Order obtained by P should be discharged, for there has been material non-disclosure by P in the ex parte application for the order.

(3)     There is no real risk of dissipation.

(4)     The balance of convenience is not in favour of granting the Injunction Order.  It is not just and convenient to grant the Injunction Order.

(5)     In any event, the Mareva injunction is unnecessary.

C.     THE PRINCIPLES

C1.   Proprietary injunction

10.  In order to obtain a proprietary injunction, the applicant must show (a) a serious issue to be tried that he has a proprietary claim over the subject matter; (b) the balance of convenience is in favour of granting an injunction; and (c) it is just and convenient to grant the injunction.  It is not necessary (as in a Mareva injunction) to show any risk of dissipation of assets.  Delay in making an application may not lead to refusal of a proprietary injunction.[1]

11.  It is well established that “a serious question to be tried” is not a steep hurdle.  All that has to be shown is that the claimant has prospects of success which in substance and reality exist, and odds against success do not defeat him.  As long as there is a serious question, it matters not whether the Court thinks that the chances of success at trial is 90% or 20%.  The existence of a good arguable defence does not necessarily negate a good arguable case.  If the opposing party seeks to show that there is no serious issue to be tried, the threshold is high, as it would be necessary to demonstrate that the claim should be struck out.[2]

12.  The applicant would need to demonstrate that the balance of convenience is in favour of granting the proprietary injunction sought.  There is no principle of general application that in an application for a proprietary injunction, once there is a serious issue to be tried, the Court should readily find that the balance of convenience favours the preservation of the trust property until the conclusion of the trial.  Each case depends upon its own facts.[3]

C2.   Mareva injunction

13.  In an application for a Mareva injunction, the applicant would need to demonstrate that:[4]

(1)     he has a good arguable case on a substantive claim over which the Court has jurisdiction;

(2)     the respondent has assets within the jurisdiction;

(3)     there is a real risk of dissipation or removal of assets from the jurisdiction which would render the judgment obtained by the applicant after trial of no effect; and

(4)     the balance of convenience is in favour of granting the injunction.

14.  As to the assessment of risk of dissipation in the context of an application for a Mareva injunction, the Court of Appeal pointed out the following in Convoy Collateral Ltd v Cho Kwai Chee (also known as Cho Kwai Chee Roy) & Ors[5]:

(1)     The applicant must show a real risk, judged objectively, that a future judgment would not be met because of an unjustified dissipation of assets. In this context dissipation means putting the assets out of reach of a judgment whether by concealment or transfer.

(2)     The risk of dissipation must be established by solid evidence; mere inference or generalised assertion is not sufficient.

(3)     The risk of dissipation must be established separately against each respondent.

(4)     It is not enough to establish a sufficient risk of dissipation merely to establish a good arguable case that the defendant has been guilty of dishonesty; it is necessary to scrutinise the evidence to see whether the dishonesty in question points to the conclusion that assets may be dissipated.  It is also necessary to take account of whether there appear at the interlocutory stage to be properly arguable answers to the allegations of dishonesty.

(5)     What must be threatened is unjustified dissipation.  The purpose of a Mareva injunction is not to provide the applicant with security; it is to restrain a defendant from evading justice by disposing of, or concealing, assets otherwise than in the normal course of business in a way which will have the effect of making it judgment proof.  It is not intended to constrain an individual defendant from conducting his personal affairs in the way he has always conducted them, providing of course that such conduct is legitimate.

(6)     Each case is fact specific and relevant factors must be looked at cumulatively.

(7)     Since the assessment is in respect of the risk of dissipation as opposed to the fact of actual dissipation, the exercise necessarily involves an evaluative and predictive judgment.  Evidence of dishonest and fraudulent conducts or other serious wrongdoings which form the basis of the claims, and which reflect adversely on the integrity of the defendant could point powerfully towards an inference of such risk.

C3.   Material non-disclosures

15.  The principles concerning material non-disclosure have been summarized by Coleman J in Hwang Joon Sang v. Golden Electronics Inc[6], in which the learned judge said:

“37. The guiding principles on material disclosure are well-established. For present purposes they can be summarised as follows, without reference to previous authority:

(1) An applicant making an ex parte application must act fairly in all material aspects when preparing and presenting the application.

(2) This includes the duty to disclose to the Court all matters which are material, meaning those matters material to the court’s assessment and decision whether or not to grant the relief without notice, and if so on what terms.

(3) The test as to materiality is an objective one, and ultimately a question for the court. Hence, it is no excuse for an applicant subsequently to say that he was generally unaware, or did not believe, that the facts were relevant or important.

(4) Non-disclosure may be material even if its effect is just to give a seriously different ‘flavour’ to the case.

(5) The duty of full and frank disclosure is a stringent one, designed to protect the absent party.

(6) Therefore, if material non-disclosure has occurred at the ex parte application, the order obtained at such an application would likely be set aside automatically without going into the merits.

(7) Nevertheless, there is a discretion to re-grant the same order. That jurisdiction should be only sparingly exercised, taking into account the need to protect the administration of justice and uphold the public interest in requiring full and fair disclosure.

(8) Hence, an assessment will be made as to the degree and extent of the culpability with regards to the non-disclosure. The more serious or culpable the non-disclosure, the more likely the court is to set its order aside and not renew it, however prejudicial the consequences.

(9) It is therefore relevant that the breach was innocent, but there is no general rule that an innocent breach will not attract the sanction of discharge. Nor is there a general rule that a deliberate breach will attract that sanction.

(10) The application of principles which seek to uphold the integrity of the judicial process should not be carried to such lengths as will allow them to become the instrument of injustice.

(11) Because of the penal nature of the jurisdiction, the court should have regard to the proportionality between the punishment and offence.

(12) When exercising the discretion whether to re-grant the order, the court should take into account all relevant circumstances.”

16.  The duty of disclosure covers not only facts known to the applicant, but facts which he would have known had he made such proper inquiries.[7]

17.  Recently, in China Evergrande Group (in liquidation) v Hui Ka Yan & Ors[8], Coleman J also said:

“69. The legal principles relating to material non-disclosure in ex parte applications are straightforward. They can be summarized (without reference to authority) as follows:

(1) An applicant is required to give full and frank disclosure in ex parte applications. The test as to materiality is an objective one. The question is whether the facts are relevant to the weighing operation which the Court has to make in deciding whether or not to grant the order.

(2) However, this must not lead to an over-onerous burden being cast onto a plaintiff, or to allow a defendant to take advantage of minor or innocent non-disclosures that lack merit on substance.

(3) In the context of urgent ex parte applications, the obligation of full and frank disclosure must be tempered by realism and commonsense, bearing in mind features such as:

(a) the urgency of preparations;

(b) the number of different issues which fall to be canvassed at the hearing (and disclosed to the Court);

(c) the difficulty of anticipating the precise arguments which will be run by the opposing side, precisely how they will be run, and the emphasis which will be attached to each such argument; and

(d) the danger of the principles becoming an instrument of injustice or an unattainable counsel of perfection, by reference to criticism levelled at the hands of a meticulous opposing legal team with the benefit of hindsight and time.

(4) A failure to disclose material matters would only be sufficiently acute if they are of such weight that their omission may mislead the Court in the exercise of its discretion.

(5)     Even if a material non-disclosure arises, the Court still has a discretion not to discharge an ex parte order where: (a) the non-disclosure is innocent; or (b) an injunction would still have been granted even if disclosure was made.”

D.     DISCUSSION

D1.   Serious Issues to be tried / Good arguable case

18.  P has pleaded a case of fraud and a case based upon the tort of deceit against D1 and D2.  P relies upon these causes of action in support of P’s application for the Mareva injunction against D1 and D2, and P’s application for a proprietary injunction against D2.  P has also pleaded a case based upon unjust enrichment against D2, and is also relying upon this cause of action in support of P’s application for a Mareva injunction against D2.

19.  Having considered the parties’ respective pleaded cases, the evidence before me, and the parties’ respective submissions, I am satisfied that P has shown a serious issue to be tried in its application for a proprietary injunction against D2, and P has also shown a good arguable case in support of its application for a Mareva injunction against D1 and D2.

20.  As rightly pointed out by Mr Alexsander Wong for P, the indisputable evidence shows that on 1 December 2025, the close price of each share of the Listco in the stock market was HK$0.275.  Thus, when the Subject Shares were transferred to D2 on 1 December 2025, those shares were worth around HK$42,500,000.  There is no documentary evidence showing that D2 has paid any consideration in exchange for the Subject Shares.

21.  I am in agreement with Mr Alexsander Wong that there are some features in D2’s case which appear to be contradicted by documentary evidence and/or contrary to common and commercial sense.  Those features are as follows:

(1)     The arrangement by the Agreement is contrary to common and commercial sense.  While the Subject Shares were worth around HK$42,500,000, there would be no reason for P to make an outright transfer of the Subject Shares in exchange for HK$3,000,000 on or around 1 December 2025.  Bearing in mind that the Listco shares could be freely transferred in the stock market, if P could simply sell around 11.5 million shares in the open market on 1 December 2025 to get HK$3,000,000 (where the average daily trading volume was approximately 114 million shares on that day), there is no reason why P would agree to give away all the Subject Shares in exchange for HK$3,000,000 on 1 December 2025.

(2)     According to §§16, 17 and 29 of D2’s 3^rd Affirmation, the transaction in the Agreement is a loan agreement secured by the Subject Shares as securities:

“16. 鑒於本人與柯先生乃初次相識，此前從未有過任何生意合作，為控制風險，本人在會面中明確提出貸款價值比率 (Loan-to-Value Ratio) 為5%至10%，即貸款金額僅為股權資產市值之5% 至 10%，旨在為本金提供巨大緩衝空間。

17. 由於上述股票之控制權高度集中，而且該股票的市價由2025年10月20日的港幣2.6元跌至2025年11月18日的港幣0.465元，本人提出上述條件以保障貸款方實屬正常。柯先生及陳瀚霖並未對該等條件提出異議，反而以其對公司之控制力作為保證，表示接受此條件，並持續敦促本人推進交易。

……

29. 基於上述持續之信賴與保證，本人最終於2025年12月1日下午，在中環「鑽石會」以現金方式向柯先生的指定代表陳儉中及Andrew Tsang支交付總額為港幣300萬元之款項，並由他們交付予柯先生。該筆款項之性質為以涉案之該上市公司150,000,000股股份作抵押之抵押借款。由於Andrew Tsang是柯先生所指定之代表，也是本人多年朋友，本人當時認為由其見證並交付港幣300萬元現金是沒有問題的。” (Emphasis added)

(3) Mr Anson Wong Yu Yat for D2 submits that initially, the discussion between D2 and Ke concerned provision of a loan secured by the Subject Shares. However, subsequently, the parties agreed that there would be a sale of the Subject Shares a HK$3,000,000, and hence the Agreement was made. With respect, this submission is contradicted by §29 of D2’s 3^rd Affirmation, in which D2 clearly and unequivocally said that the HK$3,000,000 from him was a loan secured by the Subject Shares. D2 must be bound by his own affirmation and cannot put forward a case contradicted by his own evidence.

(4) As per §16 of D2’s 3^rd Affirmation, D2 said since he had no dealing with Ke before, he required a large Loan-to-Value Ratio in the loan arrangement, ie the amount of the loan to be provided would be 5-10% of the value of the Subject Shares. However, this stance is inconsistent with the terms of the Agreement. As per the Agreement, the transfer of the Subject Shares is an unconditional transfer of the Subject Shares in settlement of a pre-existing debt of HK$3,000,000 owed by P to D2. Further, there is no interest rate, no repayment date and no redemption right in the Agreement. As rightly pointed out by Mr Alexsander Wong, D2 has provided no explanation on all these problems in the Agreement.

(5) P contends that the alleged meeting in the Island Shangri-La Hotel in Admiralty on 18 November 2025 at around 2 pm is a fabrication. In Wong’s 3^rd Affirmation, Wong produced his cross-border coach ticket showing that he departed from Guangzhou to Hong Kong at 2:40 pm on 18 November 2025, and he arrived Tsuen Wan at around 6:00 pm on that day. In view of this documentary evidence, there is a solid basis in support of the challenge raised by P against D2’s case.

(6) According to D2, on 1 December 2025 at around 4 pm, he handed over HK$3,000,000 cash to Tsang and D1 jointly for the purpose of performing the Agreement. In my view, it is likely that this allegation would not be believed at the trial:

(a) There is no documentary evidence showing how D2 obtained the HK$3,000,000 cash before 4 pm on 1 December 2025. There is no withdrawal record showing any withdrawal from a bank or a financial institution.

(b) There is no documentary evidence confirming the handover of the cash to Tsang and D1. Bearing in mind that the cash amount involved is HK$3,000,000, it is contrary to common and commercial sense that D2 would not require Tsang and/or D1 to acknowledge the receipt of the cash in the sum of HK$3,000,000.

(c) There is also no documentary evidence showing the onward trail of the cash to P.

(d) In Tsang’s 2^nd Affirmation, Tsang said at §4 that the cash of HK$3,000,000 was handed to Ke on 1 December 2025 at 4 pm on the street outside the entrance of Shangri La Hotel (“我和陳儉中在2025年12月1日交付港幣300萬元現金與柯先生之事，我確認當天在下午四時左右在香港金鐘香格里拉酒店門口的街上交付該筆現金給柯先生的”). There is no documentary evidence showing how this handover was pre-arranged, for example, messages exchanged between Tsang and Ke for arranging this handover. Further, as a matter of common sense, if A hands over cash of HK$3,000,000 to B, B would need to count the banknotes to see whether the total amount is indeed HK$3,000,000 in a private place. If the amount is correct, A would require B to acknowledge receipt of the cash in writing. It is difficult to believe that the handover of cash of HK$3,000,000 would take place in the way as said by Tsang in his 2^nd Affirmation. Further, it is difficult to imagine that if the handover of the cash did take place as alleged by Tsang, Tsang would not require Ke to give a written receipt.

(e) The WeChat exchanges between Ke and D1 show that on 1 December 2025 at 8:41 pm, and for a few days thereafter, Ke was chasing D1 for the release of the promised upfront payment of HK$12,000,000, and D1 was making excuses to account for the delay and offered the 1^st to 5^th Proposals for the payment. As submitted by Mr Alexsander Wong, these exchanges are irreconcilable with D2’s case that HK$3,000,000 in cash had already been given to P through Tsang and D1 in the afternoon on 1 December 2025.

22.  Mr Anson Wong submits that there is no evidence in support of P’s contention that the Agreement is a forged document, and the Agreement is a contemporaneous document in support of D2’s case.  In my view, the peculiar features in D2’s case as set out in §21 above lend support to P’s challenge against the genuineness of the Agreement.  Since the genuineness of the Agreement is in grave doubt, I do not attach weight to the Agreement.

23.  D2 has produced some WhatsApp messages exchanged between him and Chen on 21 November 2025.  D2 said that these WhatsApp messages were instructions relating to the Subject Shares.  Chen in his affirmation explained that those messages concerned an entirely separate proposed financing for Wayside Holdings Limited, a company wholly unconnected with P. In my view, the WhatsApp messages produced by D2 would not defeat P’s application for an order to continue the Injunction Order.

(1)     I note that some messages exchanged are audio recordings.  No transcript of those audio recordings has been produced. Without knowing the contents of the audio recordings, it cannot be concluded that the WhatsApp messages are evidence in support of D2’s case.

(2)     Further, in any event, the inexplicable problems in D2’s case concerning the cash of HK$3,000,000 as set out in the above cannot be salvaged by these WhatsApp messages.

(3)     The subject matter in these WhatsApp messages is an issue to be resolved at the trial.  For the purpose of obtaining an order to continue the Injunction Order, P only needs to show a serious issue to be tried and a good arguable case.  There is no need for P to show that P would definitely succeed at the trial.  Even taking the WhatsApp messages into account, I am satisfied that P has met the necessary threshold.

24.  Mr Anson Wong submits that P’s case against D2 hinges upon D1 being D2’s agent.  However, there is no evidence to support such a plea.  There is no evidence that D2 has perpetrated any fraud or committed any wrongdoing.  On P’s own evidence, the alleged financing agreement was reached between P and D1 through Ke, with no evidence of any knowledge or involvement on D2’s part.

25.  With respect, I am unable to accept these submissions.

(1)     Having considered that pleadings carefully, I am satisfied that P has pleaded a case on fraud against D2, and sufficient particulars have been in §§30 and 31 of the Statement of Claim.

(2)     If the handover of cash of HK$3,000,000 on 1 December 2025 as alleged by D2 is untrue, that would mean that D2 obtained the Subject Shares without paying any consideration.  As said in the above, D2’s case on the handover of the HK$3,000,000 cash is problematic and may not be believed at the trial.

(3)     P would not part with the Subject Shares without a reason.  P has adduced evidence to show that the negotiation leading to P parting with the Subject Shares was conducted between Ke and D1.

(4)     In my view, P has a reasonable prospect of success in proving its case against D2, ie D2 through D1 obtained the Subject Shares from P without paying any consideration by a fraudulent scheme, and D1 was acting as D2’s agent in inducing P to part with the Subject Shares in that scheme.

26.  The disputes between P and D2 would be resolved at the trial, and I say no more on the merits of the parties’ respective cases.  For the purpose of this decision, suffice for me to say that based upon the evidence before me, I am of the view that P has a reasonable prospect of success in making out its claim against both D1 and D2 at the trial.  In my judgment, P has clearly demonstrated a serious issue to be tried in its application for the proprietary injunction against D2, and a good arguable case in its application for the Mareva injunction against D1 and D2.

D2.   Material non-disclosures

27.  Mr Anson Wong submits that the Continuation Summons should be dismissed by reason of the material non-disclosures committed by P in making the ex parte application for the Injunction Order.  According to Mr Anson Wong, the material non-disclosures are as follows:

(1)     Wong portrayed a picture that D2 was “an unknown person”.[9]  In fact, before the subject transaction, D2 had met both Wong and Ke on 18 November 2025.  The fact that Ke must have known D2 is further supported by the contemporaneous record of the WhatsApp group known as “柯總群” created by Tsang after the meeting, including his voice message sent into the group at 4:21 pm that “柯生 [Mr Ke]，我開咗個群，咁呀樂少 [D2] 喺度㗎喇，咁有咩等你回覆啦。”.  Ke admitted that he did attend the meeting on 18 November 2025 and that he was in that WhatsApp group.

(2)     The subject transaction is evidenced by the Agreement signed by Wong on behalf of P, and by D2.  The allegation that the Agreement is a “forgery” is a bare allegation, completely unsupported by evidence.

(3)     P misled the ex parte judge by stating: (a) through Wong’s Affirmation that “D2 has sold and is continuing to sell the ListCo Shares”[10], and D2 “has in fact already sold the shares”[11]; and (b) through Ke’s Affirmation that “D2 began selling the ListCo Shares in the public market … since around 4 December 2025”[12].  In fact, no single share had been sold at all.

(4)     P portrayed a misleading case that D1 was D2’s agent, when in fact that is wholly speculative without any evidential basis at all.  P’s entire case against D2 is built on such a false premise.

28.  With respect, I am unable to accept Mr Anson Wong’s submissions.

(1)     As to the factual allegations raised by D2, in respect of which it cannot be said that P could reasonably contemplate at the ex parte application that these factual allegations would probably be raised by D2 at a later stage in the proceedings, there is no reason to say that P has committed any material non-disclosure by not mentioning something which cannot be reasonably contemplated by P in the ex parte application for the Injunction Order.  In my view, the matters raised by Mr Anson Wong as summarized in §27(1), (2) and (4) in the above fall within this category.

(a)     As to whether D2 was an unknown person to Wong before the commencement of these proceedings, there is no incontrovertible evidence showing Wong’s contention as stated in his affirmation is not true. As pointed out by Mr Alexsander Wong, D2 accepts that “whether [Wong] did attend [the meeting on 18 November 2025] is a trial issue”.[13]  There is no reason to say that at the ex parte application, P could reasonably contemplate that D2 would run a case that Wong attended the meeting on 18 November 2025 and had come to know D2 since then.

(b)     As to whether D2 was an unknown person to Ke before the commencement of these proceedings, In Ke’s 2^nd Affirmation, Ke said:

“11. The meeting at about 2:00 pm on 18 November 2025 took place at the hotel lobby of the Island Shangri-La. On my part, the meeting was intended to be brief and I did not intend to discuss any matter of substance. This was the reason why it was set up in the hotel lobby rather than a more private venue. Indeed, the meeting was extremely brief. In my recollection, it was less than 10 minutes. This was the first and only time I met Andrew Tsang in person. The meeting was attended by myself, D1, and Andrew Tsang. There were 2 other persons that accompanied Andrew Tsang. I believe that Andrew Tsang or D1 had introduced them, but I cannot now recall their names or their capacity. I cannot confirm that they were D2 and/or Ken. Frankly, I did not pay much attention as this was not a meeting to discuss substantive matters, but I see it as a meeting where Andrew Tsang was advertising their financing business. Only Andrew Tsang spoke at the meeting. In the very short time span, Andrew Tsang was really only repeating the fact that they would be able to provide financing to be secured by listed securities. At that time, I have no genuine need for financing and I politely told Andrew Tsang that I will revert if I indeed have need for financing. …… [Wong] was not present at the meeting. ……

12. I did not pay any attention when I was pulled into a WhatsApp group … later that day by Andrew Tsang … I have no recollection of such a WhatsApp group until I read D2’s Affirmation and searched my own phone to confirm that such a WhatsApp group existed. ……” (Emphasis added)

In my view, whether Ke’s evidence as set out in §§11 and 12 of his 2^nd Affirmation would be accepted is a matter to be resolved at the trial. If Ke’s evidence is accepted, it cannot be said that Ke knew D2 prior to the commencement of these proceedings.

(c) Regarding the Agreement, P’s case is that the Agreement is a forged document. There is no reason to say that at the ex parte application, P could reasonably contemplate that D2 would run a case based upon the Agreement. According to P’s case, before D2 producing the Agreement, P did not know the existence of this document. P says that the Agreement is a forgery. Whether P can make out the case on forgery is a matter to be determined at the trial.

(d) According to P’s case, D1 would be D2’s agent, for the negotiation leading to the agreed financial arrangement between P and D2 were conducted by Ke on behalf of P on the one hand, and D1 on behalf of D2 on the other hand. I am of the view that there is evidence in support of P’s case. There is no reason to say that at the ex parte application, P could reasonably contemplate that D2 would raise the present case relied upon by D2, which (according to P) is based upon forgery and lies.

(2) As to the matters raised by Mr Anson Wong as summarized in §27(3) in the above:

(a) In Wong’s Affirmation dated 8 December 2025, Wong said that his belief that D2 was selling the Subject Shares was based upon the information from Ke. In that affirmation, Wong said:

“31. Later, I was told by [Ke] that the ListCo supplied us with documents which show [the Shares] had already been transferred to an unknown person named Chen Man Lok on as early as 1 December 2025, and that this Chen Man Lok has recently attempted to transfer the ListCo Shares to HKSCC Nominees Limited (“Further Transfer”).

32. Further, [Ke] was informed by his contact in the ListCo that [the Shares] had been deposited into D2’s account in [Silverbricks], and that D2 had been selling the ListCo shares in the market.

33.     Given the proximity in time and the amount of shares involves, I verily believe that those ListCo shares are the very same shares which D1 and/or D2 has wrongfully transferred to D2, and those that D2 is selling on the market.”

(b)     In Ke’s Affirmation dated 8 December 2025, Ke said that his information was from his contact in the Listco and from the observation made by his younger son.

“42(5) … my contact in the ListCo also informed me that although D2’s Further Transfer request has been put on hold, D2 began selling the ListCo Shares in the public market via [Silverbricks] since around 4 December 2025. My younger son also notified me of the same that he saw sudden active tradings of the ListCo Shares on the public market. There is thus a materialized occurrence of dissipation of the ListCo Shares.”

(c)     Given the urgency of the ex parte application, the affirmations in support of the ex parte application were prepared within limited time.  I agree with Mr Alexsander Wong that Ke’s belief at the time of the ex parte application should be assessed by reference to what was reasonably knowable at the time, not with the benefit of hindsight.  There is no suggestion that P, Wong or Ke had failed to make any reasonable enquiry within the urgent timeframe to verify whether D2 had in fact sold the Subject Shares or any part thereof in the open market. Plainly, Wong and Ke had no access to D2’s brokerage account at Silverbricks.

(d)     For the reasons above, I do not agree that P has committed any material non-disclosure by reason of the matters submitted by Mr Anson Wong as summarized in §27(3) above.

(e)     Further, as submitted by Mr Alexsander Wong, the basis of the ex parte Injunction Order is (according to P’s case) the fraudulent scheme and the unauthorised onward transfer of the Subject Shares from P to D2, with an attempted onward transfer to HKSCC.  Whether actual sales had occurred by the date of the ex parte hearing is not material.  Applying common sense, in view of the circumstances, the existence of a real risk of dissipation at that time is self-evident.

29.  In my judgment, D2’s challenge based upon material non-disclosures fails.

D3.   Real risk of dissipation

30.  I have concluded that P has a reasonable prospect of success in proving that D2 through D1 obtained the Subject Shares from P by fraud at the trial.  It is undeniable that after obtaining the Subject Shares, within a few days, D2 attempted to transfer the Subject Shares to HKSCC.  Further, for the reasons set out in subsection D5 below, I am of the view that the disclosure made by D2 in his 2^nd Affirmation is glaringly inadequate and there is no satisfactory reason explaining the inadequacy.[14] In view of all these, the risk of dissipation must be real.

D4.   Necessity of Mareva injunction

31.  Mr Anson Wong submits that all the Subject Shares are now in the Silverbricks Account, which are subject to the proprietary injunction.  In the circumstances, it would not be necessary to maintain the Mareva injunction, and the Mareva injunction should be discharged.

32.  With respect, there is no merit in this submission.

(1)     As submitted by Mr Alexsander Wong, a proprietary injunction and a Mareva injunction serve separate and distinct purposes.  A proprietary injunction preserves P’s proprietary interest in the remaining Subject Shares that D2 still holds, while a Mareva injunction freezes D2’s other assets to prevent dissipation and to secure P’s ability to enforce a judgment for personal claims.  Where there is a risk that the defendant will dissipate other assets or where the proprietary claim does not cover the full value of the claim, a Mareva injunction remains necessary.

(2)     If P’s case is proved at the trial, that would mean that D2 has deprived P from having the right to sell the Subject Shares in the market at a price which P deems fit since 1 December 2025.  In particular, if the market price of the Subject Shares after trial is far less than the market price of the Subject Shares at 1 December 2025, the loss suffered by P would be substantial, and P cannot be protected against the loss by the proprietary injunction.  A Mareva injunction would preserve P’s interests in seeking damages against D2 for all the loss and damage suffered by P by being deprived of the Subject Shares since 1 December 2025.

33.  In my judgment, it is necessary to maintain the Mareva injunction.

D5.   Assets within the jurisdiction

34.  D2 made his 2^nd Affirmation on 15 January 2026 to comply with the disclosure requirement in the ex parte Injunction Order.  In D2’s 2^nd Affirmation, D2 said apart from the Subject Shares, he has no asset in Hong Kong with an individual value of HK$100,000 or more.

35.  I agree with Mr Alexsander Wong that the allegation in D2’s 2^nd Affirmation is inherently improbable.

(1)     In the 1^st and 2^nd Affirmations of D2, D2’s occupation as stated therein is “businessman”.  In all the affirmations made by D2, the address stated therein is a residential unit in a luxury complex in Hong Kong.  Since D2 is a businessman living in a luxurious residential unit in Hong Kong, it is difficult to believe that D2 has no valuable asset in Hong Kong with the value of HK$100,000 or more. 

(2)     According to D2’s case, he had no difficulty in providing a loan of HK$3,000,000 in cash to P in Hong Kong on 1 December 2025.  If there is any truth in D2’s case, D2 must get the HK$3,000,000 cash somewhere in Hong Kong on 1 December 2025.  If D2’s case is true, it is likely that D2 would have a bank account or some bank accounts in Hong Kong, from which he withdrew the HK$3,000,000 cash on 1 December 2025. Given that D2 is a businessman who could easily make HK$3,000,000 cash available in Hong Kong, it is difficult to believe that in all the bank accounts in Hong Kong under D2’s name or under D2’s control, the total of the amounts in these bank accounts is less than HK$100,000.

36.  For the reasons set out in the above, it is highly suspicious that the disclosure made by D2 in his 2^nd Affirmation is glaring inadequate.  I refuse to attach weight to the allegation made by D2 in his 2^nd Affirmation. Bearing in mind that the purpose of making his 2^nd Affirmation is to comply with the disclosure obligation in the ex parte Injunction Order, and bearing in mind that the 2^nd Affirmation was made by D2 with the benefit of having advice from his own legal representatives, D2 should on his own motion explain the queries as set out in §35 above (any reasonable man would have such queries) in the 2^nd Affirmation. The absence of any explanation regarding these queries is indeed glaring inadequacy in that disclosure affirmation. The glaring inadequacy in the disclosure in that affirmation means that D2 is unwilling to reveal all his assets in Hong Kong.  I draw an adverse inference against D2 and find that D2 has valuable assets in Hong Kong, which D2 is unwilling to reveal.  Plainly, D2 cannot rely upon the untrue allegation in his 2^nd Affirmation in support of his opposition to P’s application for a Mareva injunction.

D6.   Balance of convenience / Just and Convenient

37.  Mr Anson Wong submits that the balance of convenience is not in favour of granting the proprietary injunction and the Mareva injunction, and it is not just and convenient to continue the Injunction Order.  Mr Anson Wong submits that:

(1)     If the Injunction Order is refused but P succeeds at the trial, P can purchase sufficient shares of the Listco back from the stock market after the conclusion of the trial, and P would not suffer any loss.

(2)     If the Injunction Order is continued but D2 succeeds at the trial, D2 would loss the chance of selling the Subject Shares at a price which D2 considers as reasonable, and D2 would not be able to cut loss or gain profits.

38.  With respect, these submissions are wrong and cannot be accepted.

(1)     As said in the above, D2 has not revealed all the valuable assets owned by him in Hong Kong in his 2^nd Affirmation.  In my judgment, D2 has an intent of concealing of his assets.  In the circumstances, if the Injunction Order is refused but P succeeds at the trial, there is a real risk that P may not be able to obtain, or may not be able to easily obtain, damages from D2.

(2)     As said by D2 in §29 of his 3^rd Affirmation, the transaction as per the Agreement is a loan agreement secured by the Subject Shares as securities.  The loan amount is HK$3,000,000.  With all these in mind, even if D2 succeeds at the trial, D2 would not have the right to sell all the Subject Shares and pocket all the sale proceeds.  D2 would only be entitled to have the repayment of the loan of HK$3,000,000, with or without interest (there is no provision in the Agreement mentioning interest), from P.  If there is no repayment from P, the Subject Shares may be sold to repay the debt owed by P to D2, but the balance of the sale proceeds remained after repaying the debt must be returned to P.  Thus, D2 would not suffer any loss unless the market value of the Subject Shares is less than the total of the loan and interest owed by P to D2.  Even if in this scenario, D2 is protected by the undertaking as to damages offered by P.  I note that P is still having 152,640,000 shares of the Listco, and the value of those shares at present is around HK$15,264,000.[15] 

39.  In my judgment, the balance of convenience is in favour of continuing the Injunction Order, and it is just and convenient to do so.

D7.   Conclusion and costs

40.  Having considered the evidence and the submissions, I am of the view that P’s application as per the Continuation Summons against D1 and D2 should be allowed.

41.  I would order that the Injunction Order against D1 and D2 be continued until the conclusion of the trial or a further Order of the Court.

42.  I have heard submissions on costs.  The parties are of different views as to what costs order should be made in the event that P succeeds in its application as per the Continuation Summons:

(1)     Mr Alexsander Wong submits that costs of the Continuation Summons should be paid by D2 to P forthwith, with a certificate for two counsel.

(2)     Mr Anson Wong submits that costs of the Continuation Summons should be P’s costs in the cause, and there should not be any certificate for two counsel.

43.  The issue of costs is in the Court’s discretion.  Costs of an interlocutory injunction application do not necessarily depend upon the outcome of the trial.

(1)     In Xcelom Ltd v BGI-Hongkong Co Ltd (No 2)[16], DHCJ Kenneth Kwok SC said:

“11. There is no necessary correlation between success in an interlocutory application and success at trial. A successful plaintiff at trial may have no basis for wasting time and costs by making a thoroughly unmeritorious interlocutory application. A successful defendant at trial may have no basis for wasting time and costs in putting up frivolous grounds for resisting a proper interlocutory application. There is no reason why the costs of an interlocutory application should invariably be made to follow the event at trial. There is also no reason why payment of the costs of an interlocutory application should invariably wait until after trial. ……”

(2)     In Mendlowitz & Associates Inc v Winner International Group Ltd and Another[17], Au J (as he then was) said:

“28. I do not think it is now right to say that as a matter of principle, the costs of an interlocutory injunction should be in the cause unless there is justification for its departure. The court is entitled to and should look at the merits of the injunction itself as at the time of the application to decide what should be the proper costs order for that application in all the circumstances, which do not necessarily depend on the outcome of the trial.

……

30. There is thus nothing wrong in principle for this court, in the exercise of its discretion, to look at the merits of the application for the Injunction on its own to decide what proper costs order should be made in all the circumstances, without ‘linking’ it to what may happen at the end of trial or to the action itself.” (Emphasis in original)

(3) In Hengshi International Investments Ltd v Bayspring International Ltd and Another[18], Au-Yeung J said:

“43. A costs order should be made against the unsuccessful defendant in an application for interlocutory injunction where (a)the outcome of the hearing might be so plain to the parties that the court should conclude that an order should be made against the defendant for wasting time and money in fighting the issue (whether or not the defendant eventually concedes (at §12), or (b) where the substantive merits were very plain and the court did not expect the case to go any further (at §§13‑14). Picnic at Ascot v Kalus Derigs [2001] FSR 2, Neuberger J (as he then was).”

44.  In my view, it is plain that there are strong merits in P’s application for the Injunction Order, and that application should not be opposed at all.  Much time and costs have been wasted by the unmeritorious objections raised by D2.  In the circumstances, I would exercise my discretion to order that costs should be borne and paid by D2 forthwith. Having considered the issues involved in this application, I am of the view that a certificate for two counsel is justified.

45.  It is undeniable that most of the time in P’s application was spent on dealing with D2’s opposition.  In my view, 5% of the costs of the Continuation Summons (including costs reserved) should be borne by D1, and 95% of such costs should be borne by D2, with a certificate for two counsel.  Those costs be summarily assessed on paper without an oral hearing. There be leave to P to lodge and serve a bill of costs for summary assessment (limited to 3 pages) within 7 days, and leave to D1 and D2 to lodge and serve their respective lists of objections (each limited to 3 pages) within 7 days thereafter.  Time shall run during the Summer Vacation.  Costs should be paid forthwith.

E.     DISPOSITION

46.  I make the Order as set out in §41 above.

47.  I also make the Costs Order as set out in §45 above.

48.  Lastly, it remains for me to thank all counsel for the helpful assistance rendered to the Court.