PANDO FINANCE LTD v. NG EAN KIAM

HCA 1567/2025

[2026] HKCFI 1046

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO. 1567 OF 2025

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D E C I S I O N

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A.  INTRODUCTION

1.  In this case, the Defendant, a former employee of the Plaintiff, resigned and joined MicroBit Capital Management Limited (“MicroBit”), a competitor of the Plaintiff. The Plaintiff asks the Court to grant an injunction to stop the Defendant from working in MicroBit on the basis that he was in breach of the non-compete and confidentiality provisions contained in the employment contract between the Plaintiff and the Defendant.

2.  On 22 August 2025, the Plaintiff took out an inter partes summons dated 22 August 2025 (the “Summons”) seeking an interlocutory injunction to restrain the Defendant from participating in any business which is in direct or indirect competition with the business of the Plaintiff (including but not limited to MicroBit) for a period of 1 year commencing from 9 April 2025.

3.  At the call-over hearing of the Summons on 29 August 2025, the Plaintiff sought an interim-interim injunction pending the substantive determination of the Summons. The Defendant provided an undertaking to comply with the confidentiality provision under the employment agreement (“D’s Confidentiality Undertakings”), and as a result, the remaining issue as agreed between the parties was whether an interim-interim non-compete injunction should be granted. After hearing the parties, I concluded that no relief should be granted at that stage essentially because  (1) the Plaintiff failed to prove  urgency given that the Defendant joined MicroBit as early as April 2025 and there was no evidence from the Plaintiff on when it first discovered the Defendant’s new position; and (2) in view of the materials then available, I took the view that the prejudice caused to the Plaintiff in the event of an interim relief not being granted did not outweigh the prejudice which could be caused to the Defendant in the event of an interim relief being granted in favour of the Plaintiff at the moment.  Meanwhile, I gave directions, amongst others, for the substantive hearing of the Summons to take place on 25 September 2025 with a view to minimizing any impact of the adjournment period on the parties’ positions.

4.  Given D’s Confidentiality Undertakings, the focus at the hearing on 25 September 2025 was on paragraph 1 of the Summons, i.e. whether interim injunctive relief should be granted in respect of the non-compete provision under the employment agreement pending the trial of this Action until the expiration of the 1-year period commencing from 9 April 2025.

B.  BACKGROUND

5.  The Plaintiff is an asset management firm primarily engaged in the business of virtual asset management and investment.

6.  The Defendant is a Singaporean national who has been working in the financial services industry as a fund manager for over 30 years. He was at all material times a Responsible Officer (“RO”) registered under the Securities and Futures Commission (the “SFC”) for regulated activities types 1 (dealing in securities), 4 (advising on securities) and 9 (asset management).

7.  By a Service Agreement dated 22 February 2024 (the “Service Agreement”), the Defendant was employed as Portfolio Manager of the Plaintiff and the Group (as defined in the Service Agreement). Upon the completion of a 3-month probation period, the Defendant was confirmed as a permanent staff member of the Plaintiff by a Confirmation Letter dated 21 May 2024 (the “Confirmation Letter”).

8.  Clause 9 of the Service Agreement contains the confidentiality provision (“Confidentiality Provision”), which provides:

“The Executive shall not, at any time during her employment or thereafter, without the Employer's authorization, divulge or communicate to any person, except to those of the officials of the Group whose province is to know the same, any of the trade secrets, or accounts, financial or trading information or other confidential or personal information which the Executive may receive or obtain in relation to the business, finances, dealing or private affairs of the Group and the Executive shall not see for his own purposes nor for any purposes other than those of the Group any information or knowledge of a confidential nature which the Executive may from time to time acquire in relation to the Group.”

9.  Clause (i) of the Confirmation Letter contains a 12-month non-compete covenant (the “Non-Compete Clause”):

“The Executive further undertakes and covenants that while remaining as a director and/or Executive of the Group and for a period of 1 year after termination, he/she will not:-

i.  participate, assist, manage, operate, provide services to, advise, consult, be concerned with, engaged or interested in, any other business or entity in any manner which directly or indirectly competes with the business of the Group existing during the time the Executive holds directorship in or is employed by the Group; ...”                                                  

10.  During his employment with the Plaintiff, the Defendant’s duties as stated in the Service Agreement included: (1) managing investment funds; (2) originating investment ideas and fund raising activities; (3) performing due diligence and executing on investment opportunities within the secondary market; (4) marketing and distributing funds for which the Plaintiff is the investment manager to professional investors; (5) providing investment related advice and recommendations to clients in relation to the acquisition or disposal of securities; and (6) acting as Key Investment Personnel (“KIP”) for public funds and RO for types 4 and 9 regulated activities.

11.  According to the Plaintiff, the Defendant was responsible for applying to the SFC regarding new exchange-traded funds (“ETF”) products issued by the Plaintiff (specifically, Pando Bitcoin ETF and Pando Ether ETF) and assisting in obtaining uplifted licensing requirements and qualifications. On the other hand, the Defendant’s evidence is that he was not responsible for making applications or submissions to the SFC in respect of the Plaintiff’s products, and that he did not participate in the Plaintiff’s application to uplift its types 1 and 4 licenses, which was submitted before the Defendant joined the Plaintiff.

12.  On 9 January 2025, the Defendant tendered his resignation with the Plaintiff. Upon the expiry of the 3-month notice period under the Service Agreement, the Defendant left his employment with the Plaintiff on 8 April 2025.

13.  In around mid-April 2025, the Defendant joined MicroBit as Managing Director and Senior Portfolio Manager. On 29 April 2025, his SFC license was transferred from the Plaintiff to Microbit.

14.  After the call-over hearing mentioned above, the Plaintiff adduced further evidence to show that it discovered the Defendant had joined Microbit (which, according to the Plaintiff, is a competitor of the Plaintiff in respect of cryptocurrency/virtual asset ETF products) in around July 2025. The Plaintiff also alleges that in July 2025, MicroBit launched certain Bitcoin ETF products which were authorised by the SFC and such products appeared to be similar to the Plaintiff’s financial products which were launched and authorised by the SFC earlier.

15.  On 5 August 2025, the Plaintiff’s solicitors issued a letter to the Defendant demanding him to inter alia cease his employment with competitors of the Plaintiff and/or refrain from joining the same until the expiry of the non-competition period on 8 April 2026.

16.  On 22 August 2025, the Plaintiff commenced this action by Writ of Summons and filed the Summons for interim injunctive relief.

C.  APPLICABLE PRINCIPLES

17.  The relevant principles on the grant of interlocutory injunctions are well-established. The questions to consider are: (i) whether there is a serious issue to be tried; (ii) the adequacy of damages; and (iii) whether the balance of convenience lies in favour of a grant: Hong Kong Civil Procedure 2025 at §§29/1/9 - §29/1/17; Region Insurance Co Ltd v Pacific Century Insurance Co Ltd [2003] 3 HKC 1 at §§23-29.

18.  The 12-month restriction period imposed by the Non-Compete Clause would expire in April 2026, and there is no suggestion that a trial could realistically take place before that date. Thus, granting the interlocutory injunction sought by the Plaintiff would effectively amount to granting final relief. In the circumstances, as accepted by Mr Joseph Wong (counsel for the Plaintiff), the Plaintiff faces a higher threshold than merely establishing a serious issue to be tried on the merits and is required to establish that it had good prospects, or better prospects of success than the Defendant. The applicable test is set out in the decision of Recorder Paul Shieh SC in WPP Marketing Communications (Hong Kong) Ltd v Christopher O’Donnell (HCA 637/2013, 24 May 2013) at §§10-11 as follows:

“10. ... In such a case the correct test is that set out by Staughton LJ in the decision of Lansing Lindi Ltd v Kerr [1991] 1 WLR 251 at 258A to D:

‘For my part I readily accept the last of Mr Brodie’s contentions; but I reject the others. If it will not be possible to hold a trial before the period for which the plaintiff claims to be entitled to an injunction has expired, or substantially expired, it seems to me that justice requires some consideration as to whether the plaintiff would be likely to succeed at a trial. In those circumstances it is not enough to decide merely that there is a serious issue to be tried. The assertion of such an issue should not operate as a lettre de cachet, by which the defendant is prevented from doing that which, as it later turns out, he has a perfect right to do, for the whole or substantially the whole of the period in question. On a wider view of the balance of convenience it may still be right to impose such a restraint, but not unless there has been some assessment of the plaintiffs’ prospects of success. I would emphasise ‘some assessment’, because the courts constantly seek to discourage prolonged interlocutory battles on affidavit evidence. I do not doubt that Lord Diplock, in enunciating the American Cyanamid doctrine, had in mind what its effect would be in that respect. Where an assessment of the prospects of success is required, it is for the judge to control its extent’.

11. The court is not here to conduct a trial on affidavit and cannot resolve conflicts of testimony on paper. That said, the court should do its best to engage in some attempt to assess the relative merits on paper and it must be able to conclude that the plaintiff had good prospects, or better prospects of success than the defendant, before it would regard the merits’ threshold to have been surmounted. Certainly, the test cannot be merely showing a serious issue to be tried, which is the conventional American Cyanamid threshold, although the chances of success to be demonstrated by a plaintiff need not be overwhelming”.

19.  One of the issues in dispute in the present case is the enforceability of the Non-Compete Clause in the employment contract. In this regard, the applicable principles may be summarised as follows:

(1)  There is a public interest in ensuring the economic freedom for persons to exercise their skill and calling. As such, all restraints of trade are prima facie void and unenforceable, unless the employer can prove they are no wider than reasonably necessary to protect the employer’s legitimate interest and in the public interest: WPP Marketing Communications at §§13-15.

(2)  Where restraint is sought, it is important to distinguish between the employer's trade secrets and the employee's own skill and knowledge which he necessarily carries away with him when changing jobs. While an employer may properly claim protection for his trade secrets, he is not entitled to restrain the former employee from deploying his own skill and knowledge for the benefit of himself and his new employer: PCCW-HKT Telephone Ltd v Aitken & Or [2009] 2 HKLRD 274 at §24.

(3)  Where an employer seeks to restrain an employee against misuse or disclosure of his trade secrets, he has the burden of identifying with precision what trade secrets (or confidential information of equivalent status) he seeks to protect: PCCW-HKT Telephone Ltd at §25.

20.  Mr Wong has referred me to authorities suggesting that, in considering whether a restrictive covenant is enforceable having regard to the limitations on restrictions in restraint of trade, the question at the interlocutory stage is whether it is plain and obvious that the restraint will fail after examination at a trial. If it is not plain and obvious – because the determination as to what is in the interests of parties and in the interests of the public must await a trial – then the clauses must at this stage be regarded as having a reasonable prospect of being upheld: Arbuthnot Fund Managers v Rawlings [2003] EWCA Civ 518 at §30; IBM China / Hong Kong Ltd v Nigel John Knight (HCA 1806/2008, 14 November 2008) at §§65-66.

21.  As mentioned above, if the grant of interim relief would in substance amount to the grant of final relief, it is necessary for the applicant to show good prospects or better prospects of success than the respondent (i.e. more than a serious issue to be tried). In this regard, the question of enforceability, which is clearly a relevant factor in the overall assessment of merits, should also be subject to the same threshold. Needless to say that the Court is also entitled to consider, apart from the issue of enforceability, all relevant circumstances in assessing whether the Plaintiff is able to satisfy the higher threshold required.

22.  The Plaintiff also seeks to justify the Non-Compete Clause on the basis of the springboard doctrine i.e. a springboard injunction. The leading case in this area of the law is QBE Management Services (UK) Limited v Dymoke [2012] IRLR 458. At §§240 – 247 thereof, Haddon-Cave J summarised the relevant legal principles as follows:

“240. First, where a person has obtained a ‘head start’ as a result of unlawful acts, the Court has the power to grant an injunction which restrains the wrongdoer, so as to deprive him of the fruits of his unlawful acts. This is often known as ‘springboard’ relief.

241. Second, the purpose of a ‘springboard’ order as Nourse L.J. explained in Roger Bullivant v Ellis [1987] ICR 464 is ‘to prevent the defendants from taking unfair advantage of the springboard which [the Judge] considered they must have built up by their misuse of the information in the card index’ (at page 476G).

242. Third, ‘springboard’ relief is not confined to cases of breach of confidence. It can be granted in relation to breaches of contractual and fiduciary duties (see Midas IT Services v Opus Portfolio Ltd., unreported Ch.D, Blackburne J. 21/12/99, pp. 18-19), and flows from a wider principle that the court may grant an injunction to deprive a wrongdoer of the unlawful advantage derived from his wrongdoing.

243. Fourth, ‘springboard’ relief must, however, be sought and obtained at a time when any unlawful advantage is still being enjoyed by the wrongdoer: Universal Thermosensors v. Hibben [1992] 1 WLR 840 Nicholls V-C; see also Sun Valley Foods Ltd v. Vincent [2000] FSR 825 esp at 834.

244. Fifth, ‘springboard’ relief should have the aim ‘simply of restoring the parties to the competitive position they each set out to occupy and would have occupied but for the defendant’s misconduct’ (per Sir David Nicholls VC Universal Thermosensors v. Hibben [1992] 1 WLR 840 at [855A]). It is not fair and just if it has a much more far-reaching effect than this, such as driving the defendant out of business [855A].

245. Sixth, ‘springboard’ relief will not be granted where a monetary award would have provided an adequate remedy to the Claimant for the wrong done to it (Universal Thermosensors v. Hibben [1992] 1 WLR 840 at [855B]).

246. Seventh, ‘springboard’ relief is not intended to punish the Defendant for wrongdoing. It is merely to provide fair and just protection for unlawful harm on an interim basis. What is fair and just in any particular circumstances will be measured by (i) the effect of the unlawful acts upon the Claimant; and (ii) the extent to which the Defendant has gained an illegitimate competitive advantage (see Sectrack NV. v. (1) Satamatics Ltd (2) Jan Leemans [2007] EWHC 3003 Flaux J.). The seriousness or egregiousness of the particular breach has no bearing on the period for which the injunction should be granted. In this regard, it is worth bearing in mind what Flaux J, said at paragraph [68]:

‘[68] I agree with Mr Lowenstein that logically, the seriousness of the breach and the egregiousness of the Defendants’ conduct cannot have any bearing on the period for which the injunction should be granted - what matters is the effect of the breach of confidence upon the Claimant in the sense of the extent to which the First Defendant has gained an illegitimate competitive advantage. In my judgment, Mr Cohen’s submissions seriously underestimate the unfair competitive advantage gained by the Defendants from access to the Claimant’s ‘customer list’ and ignore, in any event, the impact (if the injunction were lifted) of actual or potential misuse of other confidential information such as volume of business or pricing information. It is important in that context to have in mind that the Claimant maintains in its evidence that all the information said to be confidential remains confidential.’ (emphasis added)

247. Eighth, the burden is on the Claimant to spell out the precise nature and period of the competitive advantage. An ‘ephemeral’ and ‘short term’ advantage will not be sufficient (per Jonathan Parker J. in Sun Valley Foods Ltd v. Vincent [2000] FSR 825 esp at 834).”

23.  With these principles in mind, I now turn to address the parties’ arguments.

D.  MERITS OF THE PLAINTIFF’S CASE

24.  Mr Sebestian Leung (counsel for the Defendant) submits as a preliminary point that the Non-Compete Clause is invalid and unenforceable for two reasons. First, no consideration was provided for the additional obligations imposed on the Defendant under the Confirmation Letter, citing Re-Use Collections Ltd v Sendall [2014] EWHC 3852 (QB) at §§70, 84 . Second, it is said that the Defendant has relied on an oral representation allegedly made by the Plaintiff’s CEO, Ms Ren Junfei (“Ms Ren”), that the Non-Compete Clause was a mere formality and would not be enforced.

25.  In response, the Plaintiff submits that the continued employment of Defendant constituted good and sufficient consideration for the Confirmation Letter. In this regard, Mr Wong referred me to the case of Pickwell v Pro Cam CP Ltd [2016] EWHC 1304 (QB) at §§41, 48, and submitted that Re-Use is distinguishable on the basis that it concerned a long-serving employee whose employment would have continued even if he had refused to accept the new contractual restrictions. Further, the Plaintiff denies that the alleged oral representation was made and contends that the Confirmation Letter, which was signed after the alleged oral representation was made, would in any event supersede any prior representations.

26.  In my judgment, before all the evidence could be fully tested at trial, the most that can be said at this stage is that there is at least a serious issue to be tried on the allegations raised by the parties.  In assessing whether there was sufficient consideration for the Confirmation Letter, an important factor which needs to be considered is the substance of what was said or exchanged between the parties at the time the Defendant was asked to sign the Confirmation Letter. In this regard, I note that the case of Pickwell relied upon by the Plaintiff was decided following a 3-day trial. As for the alleged oral representation made by Ms Ren, although the Plaintiff says that it is self-serving and incredible, it does not go so far as to contend that it is liable to be struck out. It is not for me at this interlocutory stage to conduct a mini-trial on the affidavits to resolve such highly contested factual disputes.

27.  Nevertheless, I take the view that the above factors could only establish a serious issue to be tried. In order to assess if the Plaintiff can show good prospects or better prospects of success than the Defendant on merits, it is necessary to examine further aspects of the case.

28.  On the materials placed before me, I am not satisfied that the Plaintiff has demonstrated good or better prospects of success in establishing that the Non-Compete Clause is enforceable for the following reasons:

(1)  The Non-Compete Clause does not contain any geographical restriction and purports to have worldwide effect. Absent any proper justification, worldwide restraints of such kind are considered far too wide to be enforceable: Manulife Financial Asia Ltd v Kenneth Joseph Rappold & Ors [2024] HKCFI 989 at §33. The only justification put forward in Mr Wong’s submissions is that virtual asset ETF products launched in other countries and regions would be “easily accessible” by the Hong Kong general public. However, on the Plaintiff’s own case, the purpose of the Non-Compete Clause is not to protect it from competition per se (because an employer has no legitimate interest in seeking such protection: PCCW-HKT Telephone Ltd at §21), but rather to prevent the misuse of confidential information concerning its applications to the SFC for its ETF products. I find it difficult to see how such information would be relevant in relation to ETF products launched in other jurisdictions, which are subject to the oversight of different regulatory authorities, even if those products may ultimately be accessible to Hong Kong investors. It may also be hard to justify the absence of any geographical restriction on the facts of this case, given that the Defendant is a Singaporean national who has previously worked in Singapore and has pursued employment opportunities there.

(2)  The Plaintiff has failed to justify the 12-month non-compete period. There is no evidence of any particular operational strategies or treatment of any special information or intelligence which would require the employees to adhere to the 12-month non-compete period; nor did the alleged confidential information relating to the Plaintiff’s SFC application seem to have a shelf life of 12 months.

(3)  The Non-Compete Clause is widely drawn and extends to “any other business or entity... which directly or indirectly competes with the business of the Group”.  In the absence of any evidence suggesting that the Plaintiff’s field of business is confined to virtual assets, the Non-Compete Clause would appear to preclude the Defendant from seeking employment not only with firms engaged in virtual asset management, but also with traditional asset management firms. There is no reason for the inclusion of, for example, traditional asset management firms within the scope of the restraint. The Plaintiff seeks to justify the reasonableness and proportionality of the Non-Compete Clause by contending that it is limited to firms engaged in virtual asset management – but for the reasons set out above, I do not accept that such a construction is supported by either the language of the Non-Compete Clause or the surrounding context.

29.  On the materials placed before me, I am not satisfied that the Plaintiff has demonstrated good or better prospects of success in establishing that the Non-Compete Clause is enforceable.

30.  Moreover, at this stage, I take the view that the Plaintiff has failed to demonstrate good prospects or better prospects of establishing the Defendant’s breach. The Plaintiff appears to rely on the Defendant’s alleged access to confidential information “relating to applications of [the Plaintiff’s] ETF products to the SFC, including all the relevant legal paperworks, SFC filings, and all communications including email communications with third party regulatory bodies and authorities including the SFC”. It is contended on behalf of the Plaintiff that the Defendant “has divulged and will continue to divulge” such confidential information for the benefit of MicroBit, enabling MicroBit to continue to gain valuable business, market data and experience in applying for crypto-related investment products, which took the Plaintiff years to develop and devise.

31.  On the question of breach, leaving aside the effect of D’s Confidentiality Undertakings, I have formed the following views in light of the materials available at present:

(1)  The Plaintiff has failed to identify with sufficient particularity the information which needs to be protected by the Non-Compete Clause: PCCW-HKT Telephone Ltd at §25; Face It Ltd v Luk Mei Ling [2019] HKCFI 1416 at §16.  The generic description of “legal paperworks, SFC filings, and all communications...” provides little assistance in assessing whether the documents in question actually possess the requisite quality of confidence.  For example, certain filings in relation to the Plaintiff’s ETF products – such as prospectuses – are intended for public dissemination, and it is therefore not apparent to me that all such filings can be properly characterised as confidential information.

(2)  The Plaintiff invites the court to draw the inference that, given MicroBit is a “new company” recently incorporated in 2023 and by reason of the substantial overlap of the Defendant’s duties whilst being employed by the Plaintiff and his present responsibilities as RO and KIP of MicroBit, the Defendant must have divulged the Plaintiff’s confidential information to MicroBit to enable it to issue a prospectus for similar virtual asset ETF products just three weeks after the Plaintiff’s own prospectus was released. However, even assuming that the Defendant played an instrumental role in preparing MicroBit’s ETF applications (which is not accepted by the Defendant), I do not think there is any reasonable basis to infer that he must have relied on any confidential information belonging to the Plaintiff, as opposed to non-confidential information or his own skill and knowledge, in doing so.

(3)  While I accept that virtual asset ETF products is a relatively new and niche market, the Plaintiff’s products appear to share a broadly generic structure and product features (such as the underlying index, listing agent and custodian) with those issued by China AMC, Harvest and Boersa – all of which predate the Plaintiff’s products. Detailed information concerning these ETFs is publicly accessible via prospectuses available on the SFC’s website and does not appear to involve product-specific proprietary or confidential information.

(4)  Insofar as the Plaintiff relies on the Defendant’s “know-how” of liaising with the SFC acquired during his employment with the Plaintiff, it is well-established that an employer is not entitled to restrain a former employee from deploying his own skill and knowledge (even if acquired during the course of the employment) for the benefit of himself and his new employer: PCCW-HKT Telephone Ltd at §24. It is incumbent upon the Plaintiff to identify with precision and clarity the items of protectable confidential information which it fears to be incapable of proper separation from one’s stock in trade and which would require a restrictive covenant to assist: WPP Marketing Communications at §34.  

(5)  I also bear in mind the Defendant’s evidence that his responsibilities as Portfolio Manager of the Plaintiff did not in fact involve making applications or submissions to the SFC in relation to the Plaintiff’s ETF products. Although this point was specifically raised in the Defendant’s first affirmation, the Plaintiff has not adduced any evidence to the contrary. Thus, even assuming that the preparation of such applications involved confidential information, it remains unclear whether the Defendant was in fact privy to, or had access to, such information.

(6)  Further, I note the Defendant’s evidence showing that MicroBit’s draft prospectuses and product statements in relation to its virtual asset ETF products were prepared before the Defendant joined. One example is that the draft prospectuses did not refer to the Defendant as director. The Plaintiff has no particular response to this point.

32.  Having regard to the above, I am not satisfied that the Plaintiff has demonstrated good prospects of success at trial, or that it has better prospects of success than the Defendant. On this basis alone, the Plaintiff’s application should be refused. For the sake of completeness, I will also provide my analysis on balance of convenience.

E.  BALANCE OF CONVENIENCE

33.  On the evidence presently available, I take the view that the balance of convenience lies in favour of the Defendant for the following reasons.

34.  First, I do not consider that the Plaintiff has demonstrated any real risk of irreparable damage to its business if the interlocutory injunction is not granted.

35.  The Plaintiff’s case on irreparable damage is premised on its contention that the Defendant has divulged and will continue to divulge the confidential information for the benefit of MicroBit. However:

(1)  For reasons explained above, I am not satisfied that the Defendant is in possession of or has misused any confidential information belonging to the Plaintiff and I shall not repeat my views here.

(2)  The Plaintiff alleges that, upon his departure, the Defendant has refused to provide the password to his work laptop and deleted a number of emails from his company email account. On that basis, the Plaintiff invites the court to infer that the Defendant’s conduct was suspicious or otherwise improper. However, in the absence of any particulars identifying the categories of confidential information allegedly at issue, this allegation does not carry any probative weight in support of the Plaintiff’s claim that the Defendant is in possession of and has misused such information.

36.  Further, apart from the issues on whether the Plaintiff can establish the Defendant’s breach as analysed above, there is no evidence suggesting any ongoing misuse of confidential information or continuing unlawful advantage, which could justify the grant of an injunction on a “springboard” basis.

37.  Moreover, by D’s Confidentiality Undertakings – which can be enforced in the same way as a breach of a court order – the Defendant has expressly undertaken that he does not have any of the Plaintiff’s confidential information in his possession, custody, power or control, and that he has kept and will keep confidential any such information. The Plaintiff does not argue that such undertakings are incapable of providing adequate protection to it.

38.  Second, on the other hand, the Defendant may suffer irreparable prejudice if an interlocutory injunction is granted:

(1)  There is a real risk that the Defendant may lose his current employment. While the Plaintiff suggests that the Defendant should be capable of securing alternative employment given his skill and experience – and points to his employment by MicroBit shortly after leaving the Plaintiff – I note, on the other hand, that the Defendant was unemployed for around a year before joining the Plaintiff, which demonstrates the difficulties he may face in the job market.

(2)  The “stigma” attached to the Defendant’s abrupt termination of his employment with MicroBit may have long-lasting effects on his job prospects, particularly in light of his period of unemployment before joining the Plaintiff.

(3)  The effect of the Defendant’s loss of employment may extend beyond the loss of income and impede his ability to apply and further develop his professional knowledge and skills for his career progression.

39.  The case of Beacon College Ltd v Yiu Man Hau [2001] 3 HKLRD 558 cited by the Plaintiff is distinguishable. In that case, the plaintiff undertook to offer similar employment to the defendants, which struck a balance between the defendants’ interest to work as tutorial teachers, so as to maintain their skill and reputation in the field, and the prejudice likely to be suffered by the plaintiff in allowing the defendants to teach tutorials for rival schools: see §§29-30. No such undertaking has been offered by the Plaintiff in this case.

40.  In the circumstances, I come to the conclusion that as the matter now stands, the prejudice which may be caused to the Plaintiff in the event of an interim relief not being granted does not outweigh the prejudice which may be caused to the Defendant in the event of an interim relief being granted in favour of the Plaintiff.

41.  Third, it appears that there was delay on the part of the Plaintiff in applying for the injunction.

42.  The transfer of the Defendant’s SFC license to MicroBit was published on the SFC's website as early as 29 April 2025. While the Plaintiff contends that it was not automatically notified of this development, one should not overlook that, on the Plaintiff’s own case, the Defendant’s conduct upon his departure had already prompted concerns regarding his integrity. Further, according to evidence filed by the Defendant (which the Plaintiff does not dispute), Ms Ren had been informed by the Defendant on 20 February 2025 of his plan to commence new employment in “mid-April 2025”. In the circumstances, it would have been reasonable to expect the Plaintiff to have taken an interest in knowing where the Defendant was moving to and made appropriate inquiries.

43.  Given the above, there is at least some reasonable basis to say that the Plaintiff ought to have known of (or made enquiry about) the Defendant’s new employment in late April or early May 2025. According to the Defendant’s evidence, news of his joining MicroBit had generally become known amongst the Plaintiff’s staff shortly after the update appeared on the SFC’s website, as it was their common practice to monitor the career movements of former colleagues online. In any event, even assuming the Plaintiff only knew about the Defendant’s new employment in “about July 2025”, there was still an unexplained delay of around 4 to 6 weeks since the Action was only commenced on 22 August 2025.

44.  In the present case where the grant of interlocutory relief would effectively amount to the grant of final relief, delay remains an important consideration in the overall balance of convenience exercise: see WPP Marketing Communications at §§39-41.

F.  DISPOSITION

45.  For the above reasons, I dismiss the Plaintiff’s application for the relief sought under paragraph 1 of the Summons.

46.  Costs should follow the event. I make an order nisi that the costs of the Summons be to the Defendant.

47.  The costs order nisi shall become absolute unless an application to vary the same is made within the next 14 days.