Wiselaw Digital Technology Ltd v. Hao Yaqian

HCA 1456/2025

[2026] HKCFI 4070

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO. 1456 OF 2025

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J U D G M E N T

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A.  INTRODUCTION

1.The Plaintiff claims against the Defendant, a former employee, for breach of duty of confidence in misusing and/or disclosing confidential information of the Plaintiff; and breach of employment agreement in failing to return the Plaintiffs’ documents upon termination. There are 2 applications made by the Company before me:

(1)  A summons filed on 24 February 2026 for default judgment; and

(2)  A summons filed on 6 August 2025 to continue an interlocutory injunction to restrain the Defendant from disposing of or disclosing confidential information of the Plaintiff (“the Injunction Summons”).

B.  PROCEDUAL BACKGROUND

2.On 4 August 2025, the Plaintiff obtained an ex parte injunction from DHCJ Gary CC Lam against the Defendant, restraining her from disposing of, disclosing or using one item of confidential information that the Plaintiff sought to protect, namely, banking information.

3.On 6 August 2025, the Plaintiff issued the Writ and the Injunction Summons. The Writ has been served personally on the Defendant on 15 August 2025.

4.On 15 August 2025, the return day for the Injunction Summons, the Defendant appeared and submitted to the Court a document“反對對我本人禁制令的申訴”(“the Grounds in Opposition”). A copy was provided to the Plaintiff through the Court. That document was considered by this Court, whereupon this Court:

a)  expanded the scope of the injunction to restrain the Defendant from disclosing or using the Confidential Information and Trade Secrets of the Plaintiff as defined in the Injunction Order;

b)  gave an ancillary order requiring her to disclose what financial and capital information was in her possession and how she has disposed of it (“the Disclosure Order”); and

c)  gave leave for service of documents in relation to the Injunction Summons on the Defendant by email.

5.No acknowledgement of service of the writ has been filed by the Defendant.

6.By virtue of Order 13 rule 6(1) of the Rules of the High Court (“RHC”), the Plaintiff is entitled to proceed with the action as if the Defendant had given notice of intention to defend.

7.Pursuant to the Disclosure Order, the Defendant filed an affirmation on 29 August 2025, claiming that she had not retained any financial or confidential information after being terminated. She also filed a 2^nd affirmation on 31 October 2025, to oppose the Injunction Summons (“D-2^nd”).

8.Also on 31.10.2025, an employee of 深圳市智法数科信息科技有限公司 (“SZWL”), a wholly-owned subsidiary of the Plaintiff, received through WeChat from the Defendant a document titled “反對書”. However, this document has never been filed or served on the Plaintiff.

9.On 18 December 2025, the Plaintiff filed its Statement of Claim (“SOC”). The SOC has been served on the Defendant by leaving at the address at New Trend Centre at San Po Kong Address (“the SPK Address”) given by her in D-2^nd.

10.The deadline for filing and serving a defence fell on 15 January 2026 but the Defendant has not filed a defence or the Grounds in Opposition as a purported defence.

11.On 24 February 2026, the Plaintiff issued the Default Judgment Summons, returnable on the same date as for hearing the Injunction Summons.

12.On 6 March 2026, the Plaintiff issued a notice of intention to enter judgment (“the Notice”).

13.On 9 March 2026, the Plaintiff had attempted to serve the documents relating to the Default Judgment application by post to the SPK Address and by email to the D’s email address. The former was returned with the word marked “moved” on the envelop, but not the latter.

14.Since the Defendant no longer has an address for service, by operation of O65 r9 and O19 r8A(2)(b) of RHC, no service is required.

15.I am satisfied that I can proceed with the hearing in the absence of the Defendant.

C.  PLAINTIFF’S PLEADED CASE

16.The Plaintiff is a startup business incorporated in Hong Kong. SZWL is its wholly owned subsidiary in Mainland China. The two entities form the Wiselaw Group headed by Lu Haitian (“Lu”), their founding director; and Lei Zhen (“Lei”), Chief Operating Officer of the Plaintiff, sole director and legal representative of SZWL.

17.The Plaintiff has its registered office in Hong Kong. The principal office of the Wiselaw Group and registered office of SZWL is in Qianhai, Shenzhen (“the SZ Office”).

18.The Plaintiff and the Wiselaw Group was founded with the aim of developing and offering new AI compliance and legal solutions with emphases on stringent data security and confidentiality.

19.The Defendant was employed by the Plaintiff as an administrative specialist since 21 November 2024, under an employment contract of the same date (“the Contract”), until 30 June 2025. Although she was a resident in Shenzhen, her official working place was Hong Kong according to the Contract.

20.The Contract contained the following material terms:

(1)  Clause 9.2.2: that the Defendant had to deliver up all documents and property belonging to the Wiselaw Group, immediately at the end of her employment;

(2)  Clause 10: that the Defendant had a duty of confidentiality both during or after termination of her employment. Confidential information was defined in Clause 1.1, which covered that of the Plaintiff and of SZWL; and

(3)  Clause 13.6: that termination of the Contract shall not affect provisions intended to operate after termination.

21.During her employment, the Defendant was a subordinate of Lei and was assigned to assist Lei in handling all non-technical matters like financial, banking, administrative, human resources and general operations of the Wiselaw Group.

22.For her to discharge her duties, the Defendant was granted unrestricted access to: -

(1)  The Company Documents and Confidential Information/ Trade Secrets (“Confidential Information”) stored in the Lark System of the Wiselaw Group; and

(2)  Three email addresses, of which two were for internal email and the third solely for her own work use;

(3)  All login credentials to online banking account maintained by the Plaintiff with CMB Wing Lung Bank.

23.The Defendant was terminated by written notice dated 30 June 2025. Despite various demands from the Plaintiff in June and July 2025, asking her to amongst others, hand over the Company Documents and Confidential Information to the Plaintiff, she has failed to do so.

24.The Plaintiff has, broadly, pleaded 2 claims against the Defendant:

(1)  First Claim: refusal to return the Company Documents; and

(2)  Second Claim: breach of express or implied duties of confidentiality under the Contract and/or breach of equitable duty of confidence.

D.  LEGAL PRINCIPLES

25.Under Order 19, rule 7, the Court shall give judgment as the plaintiff appears entitled to on his statement of claim alone and would not receive evidence.

26.For a claim in breach of confidence, there are four elements: Best Buy Electric Company Limited v Built-in Pro Limited [2025] 2 HKLRD 1157, §32, DHCJ Yee:

(1)  the information which is confidential must be identified;

(2)  the information must have the necessary quality of confidence about it;

(3)  the information must be imparted in circumstances importing an obligation of confidence; and

(4)  there must have been an unauthorised use or retention of that information to the detriment of the party communicating it.

27.It would be a breach of confidence for a defendant, without the authority of the claimant, to examine, or to make, retain, or supply copies to a third party of, a document whose contents are, and were (or ought to have been) appreciated by the defendant to be, confidential to the claimant: Sim Kon Fah v JBPB & Co [2011] 4 HKLRD 45 §§44, 46, Recorder Anderson Chow (as he then was), citing Imerman v Tchenguiz [2011] 2 FLR 592.

28.In terms of relief, unauthorised use or retention of confidential information, or threatened breach of confidence, may be sufficient to support a claim for quia timet injunction to restrain an unauthorised defendant from looking at, copying, distributing any copies of, or communicating, or utilizing the contents of the document (or any copy), and also be able to enforce the return (or destruction) of any such document or copy. Proof of actual misuse or actual detriment is unnecessary. The essential question is whether the defendant’s actual or planned use would be unconscionable: Australia and New Zealand Banking Group Limited v Chen Kuen Mei, HCA 1674/2014, 12.5.2016, §§70-72, DHCJ M Ng (as she then was); Sim Kon Fah, §§44, 46.

29.The burden is on the plaintiff to prove that it is “reasonably certain” that what the defendant is threatening and intending to do, will cause imminent and substantial damage. The degree of probability depends on relevant circumstances. See So Kuen Kwok v Pearl Oriental Oil Ltd and Others [2018] HKCFI 2559, §37, Recorder Stewart Wong, SC.

30.In the context of employment, in parallel but distinct from the equitable right to confidence, an employer has an implied contractual right to restrain a former employee from use of trade secrets and confidential information: -

(1)  An employee, while employed, is subject to an implied duty of fidelity which requires him not to divulge or use, save for his employer’s benefit, any confidential information appertaining to the employer’s business. However, post-termination relief against an employee is confined to restraining misuse or disclosure only of trade secrets and confidential information of an equivalent status: PCCW-HKT Telephone Ltd v Aitken (2009) 12 HKCFAR 114, §23.

(2)  For a claim premised on misuse of confidential information and trade secrets, information amounting to a trade secret or sufficiently confidential to attract such protection must be information which (a) is used in a trade or business; (b) is confidential in that it does not exist in the public domain; (c) can be isolated from other information which the employee would be free to use without any reasonable person thinking that it is improper; (d) would be of use to a competitor, or cause real or significant harm to the owner; and (e) is limited in its dissemination, or where the employer has at least not encouraged or permitted its widespread publication, or where the information has been provided to the employee in circumstances impressing upon the employee the confidentiality of that information: Johnson Electric International Limited v Li Yue and Others [2024] HKCFI 3462, §4.4(1), DHCJ Jonathan Wong.

E.  ANALYSES

E1.  Confidential nature of information

31.I am satisfied that the Company Documents set out in the First Schedule to the SOC are clearly defined and do belong to the Plaintiff.

32.I am also satisfied that the Confidential Information set out in the Second Schedule to the SOC is clearly identified, is confidential in nature and is entitled to protection of the law under the principles of Johnson Electric.  By Clause 10, the Plaintiff has explicitly restricted the disclosure of the Confidential Information beyond the performance of the Defendant’s duties during and after her employment. The very nature of the information (being trade secrets, confidential information, financial information, and information accessible only through the use of logon credentials) must been imparted to the Defendant in circumstances importing an obligation of confidence.

E2.  First Claim – refusal to return Company Documents

33.The Defendant has refused to return the Company Documents and Confidential Information despite termination of her employment. The pleaded case shows that the Defendant had adduced Company Documents in her employment arbitration in Mainland China. The Defendant must have retained and continued to retain some Company Documents. The Defendant has repeatedly and till now refused to return the Company Documents to the Plaintiff. This is a breach of Clause 9.2.2 of the Contract.

34.As a result of the breach, the Plaintiff has suffered loss and damage to be assessed, including but not limited to:-

(1)  the loss of substantial chance to participate and winning the prizes of a startup competition organized by the Nanshan Government titled “创业之星大赛”; and

(2)  additional time, cost and expenses to locate such Company Documents and recover login credentials to all accounts maintained by the Plaintiff and SZWL.

35.Having regard to her past use of the Company Documents and her use of the Confidential Information, there is a real risk that the Defendant would misuse and unlawfully disclose the Company Documents that might cause harm to the Plaintiff.

36.I am satisfied that in respect of the First Claim, the Plaintiff is entitled to:

(1)  an inquiry as to the Company Documents that are and remain in the possession, custody or control of the Defendant (1^st prayer for relief);

(2)  delivery up of the Company Documents (3^rd prayer);

(3)  a prohibitory injunction against use, disclosure and disposal of the Company Documents (4^th prayer);

(4)  judgment on liability with damages to be assessed (5^th prayer).

E3.  Second Claim – breach of confidence

37.The pleaded wrongful acts of the Defendant are as follows.

(1)  The Defendant copied 54 work emails from the email addresses which she had access to in the Lark System and forwarded them to her personal email address. Those emails contained Company Documents and Confidential Information. She then deleted all the forwarded emails from the sent folder, plainly to cover up her unauthorized acts.

(2)  On 23 July 2025, without knowledge or consent of the Plaintiff, the Defendant disclosed Confidential Information concerning some employees of SZWL to a third party, Magnum Research Limited (“MRL”), a company which Lei had previously worked in, and accused Lei of poaching employees of MRL to join SZWL.

(3)  The Defendant logged on to the Plaintiff’s and her personal account in the Lark System after termination of her employment and took screenshots, moved, deleted and/or downloaded emails. That was unlawful access and retention of Company Documents and Confidential Information.

(4)  She further used the documents referred to in the preceding sub-paragraph in her application for employment arbitration in Shenzhen[1]. It was also a breach of the Injunction Order, made on 15 August 2025 and explained to her in Chinese in Court, which prohibited her from, amongst others, disclosing, using, dealing with the Confidential Information to anyone other than her legal advisers.

(5)  About a month after her termination, the Defendant accessed the online banking account of the Plaintiff’s bank accounts held with CMB Wing Lung Bank without the knowledge, consent and/or authority of the Plaintiff. She conducted various searches and inquiries, in particular, downloading all transaction records from 1 January to 31 May 2025 of one of the Plaintiff’s bank accounts.

38.The pleaded facts disclose unauthorized use, disclosure or retention of information that the Defendant knew was confidential in nature. She has been in a breach of Clause 10 of the Contract, breach of the implied duty of confidence and breach of the equitable duty of confidence. The breaches were particularly serious as she has committed them deliberately, and sub-paragraphs 39 (3)-(5) were post-termination.

39.The Plaintiff suffered loss and damage as a result of the Defendant’s breaches, including loss of reputation, which cannot be adequately compensated by damages.

40.I am satisfied that, unless restrained, the Defendant would continue the breaches aforesaid. I therefore grant:

(1)  an order for an inquiry as to how the Defendant has or allowed the Company Documents and Confidential Information to be disposed of, on and since 25 June 2025 (2^nd prayer);

(2)  prohibitory injunction against use, disclosure and disposal of the Company Documents (4^th prayer); and

(3)  judgment on liability with damages to be assessed (5^th prayer).

F.  APPLICATION FOR INJUNCTION

41.Given the grant of the default judgment and the permanent injunction, it is not necessary to deal with the Injunction Summons.

G.  CONCLUSION AND COSTS

42.I am satisfied that the Plaintiff is entitled to judgment on its SOC. I give judgment as per prayers 1-5 of the SOC, same that the permanent injunction shall not prevent her from disclosing the Company Documents and Confidential Information to her legal advisers in Hong Kong in relation to an appeal or enforcement proceedings with regard to this action.

43.On a nisi basis, costs of the action and all costs reserved shall be to the Plaintiff, summarily assessed at HK$520,000.

44.I thank Mr Tam for his assistance.

Mr Tasman Tam, instructed by Sun Lawyers LLP, for Plaintiff

Defendant was not represented and did not appear