UNITED OVERSEAS BANK LTD (INCORPORATED IN SINGAPORE WITH LIMITED LIABILITY) ACTING THROUGH ITS HONG KONG BRANCH v. TAN THIAN BOON AND ANOTHER

HCA 2095/2025

[2026] HKCFI 5056

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 2095 OF 2025

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J U D G M E N T

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1.  This is a summary judgment application brought by the Plaintiff, a Singapore-incorporated bank acting by its Hong Kong branch, against guarantors to recover facilities advance and unrepaid.

2.  The Defendants are directors of, and the 2^nd Defendant is a shareholder of, Havelock Investments Limited (“Borrower”), which obtained banking facilities from the Plaintiff’s Hong Kong branch.  It is not in dispute that the Defendants have executed 2 personal guarantees, one on 6 April 2023 and the other on 10 May 2023 (“1^st Guarantee” and “2^nd Guarantee” respectively), to guarantee and pay on demand as if they were the principal obligor the indebtedness of the Borrower owed to the Plaintiff to the extent stipulated therein.

3.  It is also not in dispute that the Borrower was in default of repayment to the Plaintiff since December 2023.

4.  This action was commenced by the Plaintiff on 10 November 2025. The Defendants acted in person from the outset (although they appear to have the assistance of a Singapore law firm from time to time). They are fluent in English and have no difficulty understanding the documents (all of which are in English) or making submissions.

5.  The Defendants have each filed a Defence (which are identical in content).  They have also filed, out of time, the Affirmation of Tan Thian Boon dated 30 March 2026 (“Tan 1^st”).  In addition, they handed up their skeleton submissions at the hearing on 11 June 2026, and after the hearing concluded, they sought to submit further arguments to the Court without leave.

6.  Although the Defendants acted in person, they are still subject to the rules and established practices of the Court, and cannot proceed on the basis that the Court will grant indulgences to them on account of their acting in person. The Court has the duty to act in a manner that is fair to both sides. I will refer to the Defendants’ various applications below where relevant.  In coming to my conclusion I have considered all the materials submitted by the Defendants (including those submitted late or without leave, on a de bene esse basis), as well as submissions advanced by the Plaintiff in respect of the same.

7.  As will be seen below, I find that the Defendants have failed to establish any triable issue, and that the Plaintiff is entitled to summary judgment.

THE FACTS

8.  By a facility letter dated 15 November 2017 (“1^st Facility Letter”), the Bank offered to extend a three-year term loan with a total facility limit of US$25,000,000 to the Borrower.  The aforesaid loan was to be repaid by 11 quarterly instalments by reference to percentages of the drawdown amount. The purpose of such loan was to finance the Borrower’s investments in “Boomhop Fintech”, “Hubei construction cost” and the group’s regional business expansion in Thailand, Philippines, Myanmar and Vietnam. As security, the Bank obtained a mortgage over certain premises in 宜城市 (which appears to be in Hubei Province, People’s Republic of China, (“PRC Mortgage”), corporate guarantees from 10 companies, fixed and floating charges over the Borrower’s and various companies’ assets and rights, and share charges over various companies.

9.  The three-year tenor of the loan under the 1^st Facility Letter should have expired by the end of 2020 or early 2021. By 25 January 2021 the balance of the loan then outstanding was US$17,000,000.  That was in the midst of the Covid-19 pandemic.  By a letter dated 25 January 2021, the Bank agreed to vary the terms of the 1^st Facility Letter by extending the final maturity date of the then outstanding loan to no later than 8 July 2021.

10.  By a facility letter dated on 27 August 2021 (“2^nd Facility Letter”), the Bank offered to extend a non-revolving term loan facility of US$16,900,000 (“Loan”) to the Borrower to restructure the term loan outstanding under the 1^st Facility Letter.  The tenor of the Loan was one year from drawdown date, with one-year extension subject to the Bank’s consent. The interest rate was the Bank’s costs of funds[1] plus 3% per annum payable at one- or three-month interval at the Borrower’s option. The repayment schedule provided for relatively modest repayments (US$80,000 and US$100,000) between the third to twenty-first months of drawdown, with the balance payable at the twenty-fourth month.  Time shall be of the essence of any payment under the 2^nd Facility Letter, and default interest at the rate of 5% per annum above the interest rate was provided for.  The suite of securities under the 1^st Facility Letter were adopted as security under the 2^nd Facility Letter[2].  The 2^nd Facility Letter was countersigned by (inter alios) the 1^st and 2^nd Defendants on behalf of the Borrower.

11.  The Loan was drawn down on 29 September 2021. It appears that the Borrower did make the monthly repayments stipulated (at US$80,000 and US$100,000) between October 2021 and April 2022.

12.  By a facility letter dated 24 June 2022 (“3^rd Facility Letter”), inter alia (1) it was confirmed that the outstanding principal of the Loan as at 24 June 2022 was US$16,655,636.87; (2) the final maturity date of the Loan was stated to be 29 September 2021 with a one-year extension option subject to the Plaintiff’s consent; (3) the repayment schedule under the 2^nd Facility Letter (as varied) was confirmed; (4) the default interest rate of 5% per annum above the interest rate was also confirmed and time was expressly made to be of the essence for that; and (5) an additional share charge over the shares in a company called Adera Global Smart Tech Pte Ltd was added to the security package.

13.  By a letter dated 17 March 2023, the terms of the 2^nd and 3^rd Facility Letters were revised[3] (inter alia) as follows:

(1)  the final maturity date of the Loan was extended to 29 December 2023;

(2)  the Borrower only needed to make instalment repayment of US$100,000 each on the eighteenth, twenty-first and twenty-fourth month from drawdown, and the remaining balance would be repaid on 29 December 2023;

(3)  additional share charges, as well as (a) a joint and several personal guarantee of the 1^st and 2^nd Defendants for SGD3,000,000 plus interest and other charges, and (b) another personal guarantee of the 2^nd Defendant for HK$30,000,000 plus interest and other charges securing the facilities extended to the Borrower and another company called Adera Global (HK) Limited, were added to the security package.

This letter was countersigned by (inter alios) the 1^st and 2^nd Defendants.

14.  On 6 April 2023, the 1^st and 2^nd Defendants executed 1^st  Guarantee to secure the liabilities of the Borrower up to SGD3,000,000 in Singapore in the presence of Keo Wei Chiang, a chartered accountant qualified in Australia.

15.  Following that, on 10 May 2023, the 2^nd Defendant executed 2^nd Guarantee to secure the liabilities of (1) the Borrower and (2) Adera Global (HK) Limited up to HK$30,000,000 in Singapore in the presence of Chong An Li, a chartered accountant qualified in Singapore.  Clause 3.3 of the 2^nd Guarantee expressly provides that the 2^nd Guarantee shall be in addition and without prejudice to any other security or guarantee now or subsequently held by the Plaintiff in respect of the guaranteed indebtedness.

16.  The Loan matured on 29 December 2023 and was not repaid by the Borrower.

17.  By an advice dated 14 November 2024 issued by the Plaintiff and addressed to the Borrower (a copy of which was submitted by the Defendants at the hearing on 11 June 2026), it stated that the contractual interest rate was 8.5%, and as at 14 November 2024 the then outstanding amounts owed by the Borrower totalled US$19,982,245.01, broken down as follows:

	Principal Interest	Late Charge	Due Date
Overdue
	16,025,744.81	3,123,539.97	29/09/24
	270,731.80
	0.00	189,446.54	29/08/24
	0.00	195,557.71	30/09/24
	0.00	177,224.18	29/10/24

(“2024 Advice”)

18.  I do not understand the Defendants to dispute the amounts stated in the 2024 Advice, as it was adduced by the Defendants in support of their submission that the amounts now claimed by the Plaintiff could not be proved.  They clearly rely on the figures stated therein.

19.  By letters dated 30 July 2025 from the Plaintiff’s solicitors, DeHeng Law Offices (Hong Kong) LLP, to the Defendants, the Plaintiff demanded repayment pursuant to the 1^st, 2^nd and 3^rd Facility Letters and the 1^st and 2^nd Guarantees. That letter stated that the outstanding Loan, interest and related fees (calculated up to 10 June 2025) to be:

(1)  principal of US$16,025,744.81;

(2)  accrued interest and late charges of US$5,325,404.20;

(3)  legal fees of (a) US$104,682.66 and (b) HK$1,028,682.61; and

(4)  secretarial service fees of HK$26,090.

THE CLAIM AND THE DEFENCE

20.  By this action, the Plaintiff claims effectively on the 2^nd and 3^rd Facility Letters[4] and the 1^st and 2^nd Guarantees, as follows:

(1)  against the 1^st Defendant (under the 1^st Guarantee), (a) SGD3,000,000; (b) accrued interest and late charges on the Loan up to 10 June 2025 of US$5,325,404.20; (c) further interest on the outstanding Loan principal on default interest rate of 13.5% until payment in full; (d) costs and expenses (including legal costs) incurred in connection with the recovery of the outstanding indebtedness and enforcement of the 1^st Guarantee up to 31 October 2025 of (i) US$104,682.66; (ii) HK$2,476,043.65 and (iii) RMB 100,000; and (e) costs of this action on a full indemnity basis; and

(2)  against the 2^nd Defendant (under the 1^st and 2^nd Guarantees), (a) SGD3,000,000; (b) HK$30,000,000; (c) the accrued interest and late charges in sub-paragraph (1)(b) above; (d) the further interest in sub-paragraph (1)(c) above; (e) the costs and expenses in sub-paragraph (1)(d) above; and (f) costs of this action on a full indemnity basis.

21.  Although the 1^st and 2^nd Defendants acted in person, they have set out clearly in their respective Defences and Tan 1^st the defences they relied on to resist the claim and the summary judgment application, namely:

(1)  the Petitioner should sue the Borrower first, as the Defendants’ liability is not co-extensive with that of the Borrower but purely secondary in nature;

(2)  the Defendants do not have copies of the 1^st, 2^nd and 3^rd Facility Letters, or that portions of those letters were not executed;

(3)  there were changes to the underlying obligations after the 1^st and 2^nd Guarantees were entered into which changes were beyond the reasonable contemplation of the Defendants or were without the Defendants’ consent;

(4)  the interest charged amounted to a penalty and was contrary to section 24 of the Money Lenders Ordinance (Cap.163);

(5)  the Plaintiff has failed to mitigate it losses as it refused, ignored or neglected to realize the PRC Mortgage;

(6)  an unparticularized limitation defence; and

(7)  the Defendants also dispute the quantum of the amounts claimed by the Plaintiff.

22.  As it transpired, at the hearing on 11 June 2026 (which  both Defendants attended in person and made submissions to the Court), the Defendants no longer pursue the majority of the defences above.  Instead, the Defendants identified and made submissions on the following 4 issues which they claimed to be triable:

(1)  the amount due – they handed up the 2024 Advice and said they could not reconcile those figures against the amounts now claimed by the Plaintiff, and a line-by-line breakdown from the Plaintiff was required; further, they claimed that they have already repaid US$8,974,255.19 of principal and interest of US$4,243,822.20 up to 29 September 2022;

(2)  given the Loan was owed since 2021 but the 1^st and 2^nd Guarantees were only executed on 6 April 2023 and 10 May 2023, they said it raises issues on which instrument and limit govern and whether the Plaintiff’s claim has exceeded the guaranteed amount;

(3)  the Borrower had obtained a grant in Singapore to develop Singapore trade overseas and a large part of that grant had been paid to the Plaintiff’s Singapore branch for which credit has not been given; and

(4)  the Defendants themselves have suffered losses in that they are creditors of the Borrower (which apparently has been put in liquidation since December 2025) to a substantial extent; they had drawn no salary from the Borrower since 2020; the difficulties during the pandemic years; that they did try to engage with the Plaintiff throughout but were hampered by the lack of funds to engage legal representation and the lack of documents from departing staff as well as liquidators’ seizure of the documents.

23.  Before I proceed to analyze the aforesaid defences, I should set out the following procedural matters.

(1)  First, there was an unless order from the Court dated 9 March 2026 that the Defendants should file their evidence in opposition to the summary judgment application by 16:00 on 31 March 2026, failing which they would be debarred from filing evidence.  On 31 March 2026 at 15:32, the Defendants (who reside in Singapore) caused Tan 1^st to be emailed to the Plaintiff’s solicitors, stating that the 1^st Defendant would forward the notarized physical copy once it is ready. The notarized copy of Tan 1^st was eventually filed on 14 April 2026. Although the Plaintiff invites the Court to disregard Tan 1^st, it has since filed a responsive 2^nd Affirmation of Yung Kin Sang on 8 May 2026 (“Yung 2^nd”).  At the hearing on 11 June 2026, the Defendants submitted that I should take Tan 1^st into account. In the circumstances, given (a) the Defendants did provide Tan 1^st to the Plaintiff’s solicitors within time by email and it was the filing with Court that was late, and (b) the Plaintiff clearly suffered no prejudice as it not only have sight of the same within time but has also filed the responsive Yung 2^nd, I consider this would be a proper case to grant the Defendants relief from sanction. I should point out that the Court plainly has power to grant such relief on its own motion under Order 1B, rule 2 of the Rules of the High Court.

(2)  Further, at the hearing on 11 June 2026 the Defendants applied for leave to file evidence to respond to Yung 2^nd and to adjourn the hearing.  Leave was refused on the spot as there was simply no justification for the delay, and any leave granted would inevitably derail the hearing of the summary judgment application.

(3)  After the hearing on 11 June 2026, on 18 August 2026 the Court received a letter from the Defendants dated 14 July 2026 purporting to advance further arguments. In essence, the Defendants repeated the same argument on the quantum of the Plaintiff’s claim, except they appeared to have conflated the currency and alleged that the outstanding principal was HK$16 million such that they only owe US$2 million.  No leave has ever been granted to the Defendants to do so.  The Court directed the same to the attention of the Plaintiff and invited submissions. The Plaintiffs responded on 24 August 2026 opposing the Defendant’s late submissions without leave, and identified the Defendants’ aforesaid factual errors. I consider that there is plainly no justification for the Defendants to submit further arguments after the hearing without leave, and those arguments do not relate to any material factual matter that could not be raised at the time of the hearing.  Accordingly I will not grant leave for the Defendants to rely on those further arguments.  

ANALYSIS

24.  The principles relating to summary judgment are well established – summary judgment is for clear cases, and should only be given when the court is satisfied that there is no defence.  Once the formal requirements for the application are satisfied, the burden is on the defendant to show triable issue.

25.  In this case, I do not consider the Defendants have demonstrated any triable issue.

26.  At the outset, as mentioned in paragraphs 2 and 3 above, there is no dispute that the Defendants executed the 1^st and 2^nd Guarantees, and that the Borrower has defaulted under the 2^nd and 3^rd Facility Letters.

27.  I will first deal with the 4 matters relied on by the Defendants at the hearing on 11 June 2026 in paragraph 22 above.

28.  First, the Defendants complain that the Plaintiff has not discharged its burden to prove the amounts claimed. I do not consider this to give rise to any triable issue.

(1)  In terms of outstanding principal, there is no dispute that it is US$16,025,744.81, as evidenced by the 2024 Advice handed up by the Defendants. I note that the Defendants also confirm this figure in paragraph 6 of Tan 1^st. SGD3,000,000 plus HK$30,000,000 would still be considerably less than US$16,025,744.81. Accordingly the Plaintiff is plainly justified in claiming SGD3,000,000 against the 1^st Defendant and SGD3,000,000 and HK$30,000,000 against the 2^nd Defendant.

(2)  As to accrued interest and “late charges”, (a) under Schedule 2 to the 1^st and 2^nd Guarantees, the “Maximum Liability” defined includes the sum stated (SGD3,000,000 and HK$30,000,000 respectively) “together with (i) interest; and (ii) any other sums payable by the Guarantor to the Bank under this Guarantee”; (b) the contractual interest rate and default interest rate for the Loan were 8.5% and 13.5% respectively (paragraphs 10, 12 and 17 above); (c) the Defendants do not dispute that as at 14 November 2024, there was already accrued interest as well as default interest (according to the 2024 Advice in paragraph 17 above). The “late charge” in the 2024 Advice is a reference to default interest, as evidenced by the fact that if one takes the “late charge” figures due in August, September and October 2024, they would be approximately 13.5% of the undisputed outstanding principal; and (d) if one looks at the accrued interest and late charges of US$5,325,404.20 up to 10 June 2025 claimed in the statement of claim (paragraph 19(2) above), the difference (compared to the figure in the 2024 Advice) is US$1,368,904, which corresponds to about 7 months of default interest at the rate of 13.5% on the undisputed outstanding principal. Accordingly I find the amount of accrued interest and default interest of US$5,325,404.20 to be supported.

(3)  As to the costs and expenses identified in paragraphs 19(3)-(4) and 20(1), see (a) the definition of “Maximum Liability” which includes “other sums payable by the Guarantor to the Bank under this Guarantee”; (b) clause 16 of the 1^st and 2^nd Guarantees which provide that “the Guarantor shall immediately on demand pay or reimburse the Bank for all the Expenses”, which are defined to mean “all costs and expenses (including legal fees) incurred by the bank in connection with (a) the recovery of the whole or any part of the Guaranteed Indebtedness; or (b) the preparation, perfection, performance or enforcement of, or preservation of rights under, this Guarantee … in each case on a full indemnity basis”; and (c) the figures in paragraphs 19(3)-(4) and 20(1), together with the breakdown provided in the Affirmation of Yung Kin Sang dated 13 February 2026 (“Yung 1^st”), correspond squarely with the categories of expenses set out above.  As such I also find the costs and expenses claimed by the Plaintiff to be made out.

(4)  In any event, clause 14 of the 1^st and 2^nd Guarantees expressly provides that any certificate or determination by the Plaintiff of an amount thereunder is, in the absence of manifest error, conclusive evidence of the matters to which it relates. In my view the 2024 Advice and the breakdown set out in Yung 1^st each constitute the necessary certificate and determination for such purpose.

(5)  Finally, I do not find the Defendants’ assertions of having repaid US$8,974,255.19 of principal and US$4,243,822.20 of interest up to 29 September 2022 raise any triable issue on quantum in any way. US$8,974,255.19 refers to the difference between US$25,000,000 (the initial loan advanced under the 1^st Facility Letter) and the undisputed Loan principal of US$16,025,744.81. As mentioned above the 2^nd Facility Letter and the Loan were in fact offered by the Plaintiff to restructure the Borrower’s default under the 1^st Facility Letter. The principal repayments the Defendants referred to were the repayments made pursuant to the 1^st Facility Letter (prior to September 2021) and pursuant to the 2^nd and 3^rd Facility Letters up to December 2023. Likewise on interest, the Defendants were referring to the cumulative interest payments made under the 1^st, 2^nd and 3^rd Facility Letters. But the fact remains that as confirmed by the 2024 Advice which the Defendants do not dispute, there remain outstanding principal and accrued interest and default interest that the Borrower and the Defendants have not repaid.

29.  Second, there is no substance in the Defendants’ argument that there is uncertainly as to which instrument governs the position and for how much, when the Loan was advanced in 2021 and the 1^st and 2^nd Guarantees were only executed in 2023. Clause 1(b) of the 1^st and 2^nd Guarantees expressly states that the Defendants will on demand pay the “Guaranteed Indebtedness” of the Borrower up to the “Maximum Liability”.  In this action the Plaintiff is only seeking to claim against the Defendants for the “Maximum Liability” under the 1^st and 2^nd Guarantees (as opposed to the full amount of outstanding principal owed by the Borrower).

30.  Third, there is no triable issue relating to the Defendants’ bald assertion (never referred to in the Defences or in Tan 1^st) that the Borrower had paid certain grant money to the Plaintiff’s Singapore branch for which credit has not been given.  On the Defendants’ own case such grant money had nothing to do with the Loan advanced by the Plaintiff Hong Kong branch, nor is there anything in any of the documents before the Court to indicate that this was contemplated by the parties to be a source of repayment of the Loan.

31.  Finally, the Defendants’ allegation of personal hardship, even if true, are irrelevant to the Plaintiff’s claim for repayment under the clear terms of the 1^st and 2^nd Guarantees.

32.  For completeness, even though the Defendants did not appear to rely on the defences summarized in paragraphs 21(1) to (6) above anymore, I agree with the Plaintiff’s submissions that none of them raise any triable issue in any event:

(1)  As to the contention that the Petitioner should sue the Borrower first, clauses 1(b) and 8.1 of the 1^st and 2^nd Guarantees clearly provide that the Defendants are liable as primary obligors, and have waived their right of first requiring the Plaintiff to proceed against or enforce any other rights or security or claim payment from the Borrower.

(2)  As to the allegation that the Defendants do not have copies of the 1^st, 2^nd and 3^rd Facility Letters, or that portions of those letters were not executed, (a) the Defendants clearly have sight of the documents after commencement of this action; (b) they countersigned the 2^nd Facility Letter (paragraph 10 above) and the letter dated 17 March 2023 (paragraph 13 above) which were the material letters that give rise to the present liabilities; and (c) they have never suggested that the Borrower or they made no repayment because they did not have the terms of the 2^nd and 3^rd Facility Letters (or amendments thereof), so even if they did not have copies thereof that plainly did not have any causal effect to their present liabilities owed to the Plaintiff.

(3)  As to the alleged changes to the underlying obligations after the 1^st and 2^nd Guarantees were entered into said to be  beyond the reasonable contemplation of the Defendants or were without their consent, that is simply factually incorrect as there was no further revision to the 2^nd and 3^rd Facility Letters after the 1^st and 2^nd Guarantees were entered into.

(4)  As to the allegation that the interest charged contravened section 24 of the Money Lenders Ordinance, the Plaintiff correctly pointed out that it is licensed under the Banking Ordinance (Cap.155), and section 3 of the Money Lenders Ordinance expressly provides that it has no application to “authorized institutions” under the Banking Ordinance.

(5)  As to the Plaintiff’s alleged failure to enforce the PRC Mortgage, that as is addressed by the “immediate resource” provision in clause 8.1 of the 1^st and 2^nd Guarantees (see sub-paragraph (1) above).

(6)  Finally, it is wholly unclear how a limitation defence would have arisen in this case, for the evidence shows that the Borrower defaulted in repayment on 29 December 2023 and the Plaintiff’s demand to the Defendants were made on 30 July 2025. The writ of summons was issued on 10 November 2025.

33.  In the premises, I find that the Defendants have established no triable issue, and I enter summary judgment in favour of the Plaintiff in terms of paragraphs (1)(i) to (v) and (2)(i) to (v) of its summons dated 13 February 2026.