LEONG MA LI v. HIGH FASHION NEW MEDIA CORPORATION LIMITED (suing on behalf of itself and also in its capacity as the sole shareholder of LONGFORD INFORMATION AND TECHNOLOGY CO., LIMITED) (上海梁富信息科技有限公司)

FAMV No. 42 of 2025

[2025] HKCFA 19

IN THE COURT OF FINAL APPEAL OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

MISCELLANEOUS PROCEEDINGS NO. 42 OF 2025 (CIVIL)

(ON APPLICATION FOR LEAVE TO APPEAL FROM

CACV NO. 341 OF 2022)

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DETERMINATION

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Appeal Committee :

1.  We are satisfied that this is a suitable case for leave to appeal to be granted in respect of the following Questions of law, namely:

Question 1

Where:

(a)      the terms of a prohibitory injunction prohibit specific future acts, and do not require the taking of any positive steps, including to cause the cessation of a particular state of affairs; and 

(b)      an alleged agent of the alleged contemnor has committed an act prohibited by the injunction, but that act was not directed by the alleged contemnor; 

whether the alleged contemnor may be in breach of the injunction, and in particular whether the principles in Hone v Page [1980] FSR 500 may apply.

Question 2

Where the alleged agent's conduct is not proven beyond doubt to be more than casual or accidental and unintentional, or unaffected by an honest mistake or inadvertence, or to constitute a contempt of itself, whether the alleged contemnor as principal can be found guilty of contempt by the "deeming" effect under the third principle of Hone v Page [1980] FSR 501, namely, that the principal either (i) authorised the acts of the alleged agent, or (ii) could reasonably have foreseen the possibility of such acts and failed to take all reasonable steps to prevent them.

2.  We are also satisfied that leave should be granted on the “or otherwise” basis on the ground that it is reasonably arguable that:

(a)     in so far as the present action is brought derivatively on behalf of New Media, it is not properly constituted in accordance with sections 728 to 738 of the Companies Ordinance (Cap 622); alternatively,

(b)     whether or not constituted as a derivative action, HCA 1953/2014 fails to disclose a viable cause of action vested in New Media or capable of being asserted on behalf of Longford in support of the injunctive relief sought and obtained; alternatively,

(c)     non-prosecution of the Action since January 2015, in the light of the relief claimed in the Writ and the events which have since occurred, provides a basis for challenging continuation of the injunction and its enforcement by an order of committal.

3.  The appeal will be listed for hearing on 6 March 2026.

4.  We direct that execution of the order of Deputy High Court Judge H Au-Yeung (as H Au-Yeung J then was) for committal of Leong Ma Li dated 30 May 2024 in HCMP 932/2020, [2024] HKCFI 1490, be stayed until determination of the appeal herein.