RE LO KIN MAN

HCB 8908/2025

[2026] HKCFI 1631

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

BANKRUPTCY PROCEEDINGS NO 8908 OF 2025

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J U D G M E N T

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1.  By petition presented on 19 November 2025 (as amended on 10 December 2025) (“Petition”) the petitioner, Mr Wang Wenbo (王文波) (“Petitioner”), seeks a bankruptcy order against Mr Lo Kin Man (盧建民) (“Debtor”) on the ground that he failed to comply with a statutory demand dated 9 September 2025 requiring him to pay HK$500,000 (“Debt”) within 21 days thereof (“SD”).

2.  In the SD, the Petitioner stated that the Debt arose out of a 借據(written in Chinese) dated 28 March 2025 signed by the Debtor (as borrower) and the Petitioner (as lender) (“Promissory Note”) under which the Debtor agreed to repay the Debt by 28 May 2025.

3.  The Promissory Note contains the following terms:

“以上兩人為簽立合約的雙方，現雙方同意議定借貸條款及協議如下:

1. 乙方 [Petitioner] 於2025年03月28日將金額港幣 (大寫) 伍拾萬元正‧(小寫) HKD500,000.00元貸予甲方 [Debtor], 並即時將全數金額現金港幣 (大寫) 伍拾萬元正‧(小寫) HKD500,000.00元交予甲方[Debtor] ;

2. 甲方 [Debtor] 承諾於2025年05月28日前在無任何利息下歸還全數借款, 金額現金港幣 (大寫) 伍拾萬元正‧(小寫) HKD500,000.00元;

3. 如甲方 [Debtor] 未能按時履行還款承諾, 乙方 [Petitioner] 有權通過香港法院向甲方 [Debtor] 申請執行索償;

4. 雙方同意本合約的定立、效力、解釋、履行及爭議的解決均受中華人民共和國香港特別行政區法律管轄, 按香港法律解釋, 並依從香港法庭的非專屬性司法管轄。

立協議/合約人簽署:

本人完全明白及同意遵守以上條款, 並確認上述借款已由本人收妥, 為恐口講冇憑, 特此立據:

[signed by Debtor]

(借款人/甲方)

本人完全明白及同意遵守以上條款

 

 

[signed by Petitioner]

(貸款人/乙方)

簽立日期: 2025年03月28日”

4.  By letter dated 25 August 2025 to the Debtor, Messrs. Tony Kan & Co, the Petitioner’s solicitors (“TKC”), referred to the Promissory Note and the repayment date therein, and demanded the Debtor to repay the Debt within 7 days thereof[1].

5.  On 7 September 2025, the Debtor used his mobile phone number ending 8775 (“Mobile Number”) sent a message through WhatsApp to the Petitioner, saying that he had received TKC’s letter and he would repay the Debt as soon as possible in this way:

“王總,律師信以收悉,資金方和我都首先處理償還此50萬和有關費用,會在下週內處理好。光大的資金部一直在拖延資金入賬,遇到困難的情況是我們沒有預料到,香港和內地的監管部門都在跟進此事。無論如何，我們會盡快償還50萬先,令王總產生不安的心情，心[sic]感抱歉，我已經在安排處理中，到時自會親自登門陪[sic]罪。盧建民” (underlined added)

6.  The Debtor did not repay the Debt.

7.  On 18 September 2025, the Petitioner sent the SD to the Debtor by WhatsApp using the Mobile Number. As the Mobile Number was the electronic means used by the Debtor to communicate with the Petitioner on 7 September 2025, the Petitioner had done all that was reasonable for the purpose of bringing the SD to the Debtor’s attention, as required by rule 46(2) of the Bankruptcy Rules (Cap. 6B) (“BR”) (Re Chan Sze Ming Michael [2025] HKCFI 4401, §42-44).

8.  The Debtor failed to comply with the SD and is deemed unable to pay his debts by virtue of s.6A(1)(a) of the Bankruptcy Ordinance (Cap. 6).

9.  On 19 November 2025, the Petition was presented and was scheduled to be heard before a Master on 3 February 2026.

10.  On 3 and 18 December 2025, the Petitioner’s solicitors attempted to effect personal service of the Petition on the Debtor at his last known address in Shantin, which was the same address stated in the Promissory Note (“Shatin Address”), but was unsuccessful.

11.  By order made on 7 January 2026, leave was granted to the Petitioner to serve the Petition (as amended) on the Debtor by post to the Shatin Address and by advertisement. On 6 February 2026, the Petition was served on the Debtor by post and through advertisement.

12.  The Debtor was clearly aware of the existence of the Petition as he appeared at the scheduled hearing before Master on 3 February 2026, notwithstanding that Master had already adjourned the hearing to 3 March 2026 pending service of the Petition by substituted service.

13.  By virtue of rule 68 of the BR, the time limit for the Debtor to file his notice to show cause expired on 26 February 2026.

14.  At the hearing before Master on 3 March 2026, the Debtor appeared in person and stated that he would oppose the Petition but did not provide any ground in opposition. It was only until 11 March 2026 that the Debtor filed a “Notice by Debtor of Intention to Oppose Petition” (“Notice”) stating that he intends:

“to show cause against the petition and that [he] intend[s] to dispute the petitioning creditor’s debt or to contend that the loan was in fact a service fee paid to [him] for the arrangement of the issuance of a Documentary Letter of Credit of 40,000,000.00 EUR for ZHONGYI (SILK ROAD ECONOMIC BELT) CO., LIMITED”. (underlined added)

15.  No evidence has been filed by the Debtor in support of the ground stated in the Notice. It was only until 13 March 2026 at 4:20pm that the Debtor’s solicitors sent a copy of an affirmation made by the Debtor on the same day (“Lo 1^st”) to the Petitioner’s solicitors. This was followed by a skeleton prepared by Ms Dorothy Tang, counsel for the Debtor, sent to the Petitioner’s counsel after office-hours, at 5:09pm.

16.  Neither Ms Tang’s skeleton nor Lo 1^st have been provided to the court until shortly before the commencement of “Monday morning” hearing. Ms Tang does not even attempt to explain the delay until asked by this Court to do so. The “explanation” provided is that she only received instructions on 12 March 2026. Even assuming this is true, it does not begin to explain why Ms Tang failed to prepare and lodge her skeleton by 10am on Friday (13 March 2026), as required by PD 3.1 §14.2(c).

17.  At the hearing, Ms Tang makes 2 bold allegations neither of which is supported by any evidence:

(1)  Ms Tang alleges that the Petitioner fails to adduce evidence to show that HK$500,000 has actually been transferred or advanced to the Debtor. The allegation is (to say the least) surprising given that in §10 of Lo 1^st, the Debtor said that he collected HK$500,000 in cash from the Petitioner on 28 March 2025.

(2)  Ms Tang then makes a serious allegation of bribery against the persons/entities involved in collecting and paying HK$500,000 to “Prince Fayez” including the Petitioner and the Debtor. She even goes so far as alleging that the payment was as an “illegal kickback”. When this Court points out that there is no evidence in support of her allegation and counsel should not make a serious allegation in court in the absence of any evidence, she contends that it is something which “can be inferred”. It is impossible to see how counsel can make serious allegation of illegal conduct against others, particularly when the Debtor has not made such allegation.

(3)  It is a matter of grave concern that counsel tries to pull a wool over the eyes of the court, knowing full well that due to the delay in lodging Lo 1^st, the court may not have time to read the evidence before the hearing.

18.  It is well-established that in opposing a bankruptcy petition, a debtor bears the burden of showing that there is a bona fide dispute on substantial grounds in respect of the debt, and for this purpose, the debtor has to adduce sufficiently precise factual evidence which is believable, and must establish that he has a defence of substance, not just a fair probability of one (Re Chan Sze Ming Michael, §63, citing Re Leung Cherng Jiunn [2016] 1 HKLRD 850, §27, per Kwan JA (as she then was)).

19.  In the Notice, the only ground stated by the Debtor is that the HK$500,000 was a “service fee paid to him” for arranging the issue of a letter of credit for Zhongyi (Silk Road Economic Belt) Co., Limited (“Zhongyi”). The ground falls to be rejected in limine as the Debtor does not assert in Lo 1^st that the HK$500,000 was a service fee paid to him, whether for arranging a letter of credit or for any other purpose.

20.  As the Debtor fails to discharge the burden of showing that there is any bona fide dispute on substantial ground in respect of the Debt and is deemed insolvency, a bankruptcy order should be made against him.

21.  Even if, contrary to my view, it is necessary to consider the Debtor’s new ground (raised in Lo 1^st but not in the Notice) that the Promissory Note was “a sham”, I do not think that it constitutes a bona fide dispute on substantial ground in respect of the Debt.

22.  The new allegations contained in Lo 1^st may be summarized as follows:

(1)  On 27 March 2025, Prince Fayez (as buyer) and Zhongyi (as seller) entered into a sales contract for the purchase of integrated circuits (“Sales Contract”). The Sales Contract provides inter alia that the buyer shall open a letter of credit in favour of Zhongyi by 15 April 2025[2].

(2)  Prior to signing the Sales Contract, Prince Fayez agreed to issue a letter of credit to Zhongyi upon the Petitioner, who is said to be “a representative of Zhongyi”, making a payment of HK$500,000 to Prince Fayez. The Debtor, acting as agent of Prince Fayez, communicated the arrangement and negotiated the terms of the Sales Contract (alongside another person) with the Petitioner and his colleague in a WhatsApp group “大宗貿易”[3].

(3)  Once agreed, the Debtor prepared a draft confirmation (“Draft Confirmation”) which contains the following terms[4]:

(a)  the Debtor is party A;

(b)  the identity of party B is not stated;

(c)  Party A received HK$500,000 as arrangement fee for handling a sales contract and issuing a letter of credit of EUR 40 million;

(d)  Party A undertakes to repay the same to Party B if (i) the seller’s bank does not receive a letter of credit within 15 days, or (ii) the seller does not receive any payment from the issuing bank more than 21 days after submitting all the documents to the issuing bank.  

(4)  The Petitioner instructed the Debtor to collect HK$500,000 in cash from his office on 28 March 2025. The Petitioner presented the Promissory Note for the Debtor to sign before releasing the cash. The Debtor questioned why the Promissory Note was needed as he was acting “merely as an agent of Prince Fayez to collect the said sum and pass it on, with no borrowing involved and why [the Draft Confirmation] could not be used instead”. The Petitioner said that signing the Promissory Note “was a standard procedure required by Zhongyi” and “assured [the Debtor] that once the money was passed to Prince Fayez, Prince Fayez would issue a receipt confirming that payment was for opening the letter of credit and was not a loan requiring repayment”. At no time did the Petitioner suggest that the HK$500,000 was “a genuine personal loan” to him or that repayment would be required. The discussion confirmed that the Promissory Note “was paperwork only”. [5]

(5)  The Debtor passed the funds to Prince Fayez, and Prince Fayez issued a receipt dated 28 March 2025 acknowledging receipt of HK$500,000 from the Petitioner via the Debtor for opening a letter of creditor of EUR 40 million to Zhongyi[6]. The receipt produced by the Debtor is a copy document under the letterhead of “Prince Fayez Alhashemi Company Limited” acknowledging receipt of HK$500,000 from the Petitioner via the Debtor for opening a letter of credit of EUR 40 million to Zhongyi and signed by “director: Mr Hussein Ahmed Omar Basalman”.

(6)  Since then, the Petitioner never demanded repayment until TKC’s letter of 25 August 2025[7].

(7)  Prince Fayez instructed its bank (HSBC) to issue a letter of credit of EUR 40 million in favour of Zhongyi on 17 April 2025, and the same was transferred to Zhongyi’s bank account at China Everbright Bank (“CEB”). However, CEB failed to release the funds to Zhongyi, despite Prince Fayez’s attempts to release the funds and the complaint made to Hong Kong Monetary Authority[8].

(8)  It was only after CEB’s failure to release the EUR 40 million to Zhongyi, which disrupted the entire transaction between Prince Fayez and Zhongyi, that the Petitioner sought to recover the HK$500,000 paid to facilitate the letter of credit[9].

(9)  As a gesture of goodwill, the Debtor messaged the Petitioner on 7 September 2025 “offering (on behalf of Prince Fayez and [himself]) to handle reimbursement per the [Draft Confirmation], even though unsigned”[10].

(10)  In the premises, the Promissory Note was “never intended to create any enforceable debt. It was a sham document”[11].

23.  For the reasons explained below, the Debtor’s allegations are incredible and in any event, do not support his contention that the Promissory Note was “a sham”.

24.  First, on the face of the documents produced by the Debtor, the parties to the Sales Contract and the letter of credit were Prince Fayez and Zhongyi. Neither the Petitioner nor the Debtor were parties to the transactions. Nor was there any reference in those documents to the Petitioner or the Debtor.

25.  Second, the Debtor’s story makes no sense. Other than his assertions, the Debtor does not even attempt to explain why (1) Prince Fayez (as buyer) was entitled to receive a handling fee of HK$500,000 for issuing a letter of credit it was contractually required to issue; (2) Prince Fayez did not collect the handling fee by itself and, instead, had to collect the fee through the Debtor; (3) the Debtor was willing to put himself at risk by collecting HK$500,000 and handing it over to Prince Fayez; (4) the Petitioner was liable to pay the handling fee when he was not a party to the Sales Contract or the letter of credit; (5) CEB’s refusal to pay EUR 40 million to Zhongyi, which was a matter between CEB and Zhongyi, would cause the Petitioner to demand repayment of HK$500,000 from the Debtor; and (6) the Debtor did not ask Prince Fayez to repay the amount to him when he was its agent.  

26.  Third, the allegation that the Promissory Note was “a sham” and did not intend to create any legal obligation bears all the hallmarks of a recent fabrication given that:

(1)  it is contradicted by the wordings of the Promissory Note, where the Debtor unequivocally acknowledges and accepts liability to repay HK$500,000 to the Petitioner by 28 May 2025, and agrees that the Promissory Note is governed by Hong Kong law and the parties submit to the non-exclusive jurisdiction of the Hong Kong court;

(2)  it is wholly inconsistent with the Debtor’s own conduct after he received the demand letter from TKC. Instead of asserting that the parties to the Promissory Note did not intend to create any legal obligation it appears to create, the Debtor admitted liability to repay the amount due and promised to pay the same as soon as possible; and

(3)  the Debtor is not able to produce a single contemporaneous document in support of his assertion that the Promissory Note was intended to be “a sham".

27.  Fourth, even on the Debtor’s own case, he was liable to pay HK$500,000 to the Petitioner. According to the Draft Confirmation, the Debtor undertakes to repay HK$500,000 to Party B if the seller (i.e. Zhongyi) does not receive any payment from the issuing bank more than 21 days after submitting all the documents to the issuing bank. This condition for payment has been met.

28.  For the reasons set out above, even if the Debtor is entitled to oppose the Petition on a ground not stated in the Notice, the Debtor still fails to discharge the burden of showing that there is a bona fide dispute on substantial ground in respect of the Debt.

29.  The Petitioner is entitled to seek a bankruptcy order against the Debtor. I make a bankruptcy order against the Debtor.

30.  As for costs, I make a costs order nisi that:

(1)  The costs of the Petitioner and of the Official Receiver be paid out of the estate of the Debtor; and

(2)  There be no order as to costs in respect of the Debtor.