Yuen Tsz Chun Frank and Chan Hoi Yan, The Joint and Several Liquidators of Rz3262019 Ltd (in Liquidation) v. Zhou Ying Investments Group Ltd and Others

CAMP 260/2025 [2026] HKCA 1365

On An Intended Appeal From [2025] HKCFI 4350 &

[2025] HKCFI 6364

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF APPEAL

MISCELLANEOUS PROCEEDINGS NO 260 OF 2025

(ON AN INTENDED APPEAL FROM HCMP NO 1589 OF 2024)

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BETWEEN

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JUDGMENT

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Hon Chow JA (giving the Judgment of the Court):

INTRODUCTION

1.This is the 1^st Defendant’s renewed application, by summons dated 31 December 2025 (“the Summons”), to the Court of Appeal for leave to appeal against the order of Deputy High Court Judge Gary CC Lam dated 19 September 2025 (“the Order”) dismissing the 1^st Defendant’s application to strike out the Plaintiffs’ Originating Summons (“OS”) dated 23 August 2024.

2.Having considered the papers filed in the present application and the parties’ written submissions, we consider that it is appropriate to determine the application on paper without an oral hearing, pursuant to Order 59, r 2A(5)(a) of the Rules of the High Court, Cap 4A.

BRIEF BACKGROUND

3.The basic facts of this matter are of considerable complexity, and have been set out in the Judge’s written decision dated 19 September 2025 (“the Decision”).  They will not be repeated here.  The following brief summary should suffice for the present purpose.

4.This action concerns a claim by the Plaintiffs against the 1^st and 2^nd Defendants[1] for, inter alia, (i) a declaration that 2 guarantees more particularly described below and monies received by the 1^st Defendant in connection with the guarantees constitute an unfair preference under ss 266, 266A and 266B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Cap 32 (“the Ordinance”), and (ii) payment of the monies so received by the 1^st Defendant.

5.The Plaintiffs are the joint and several liquidators of RZ3262019 Limited (“the Company”), a company incorporated in the British Virgin Islands. They were appointed as provisional liquidators of the Company in Hong Kong on 29 June 2023, and as liquidators on 26 January 2024, following a winding-up order made by Linda Chan J against the Company on 24 October 2023.

6.The 1^st Defendant is a Hong Kong company, and invests in real estate projects in Mainland China.  The 2^nd Defendant is a Cayman Islands company listed on the Stock Exchange of Hong Kong.  It is the Plaintiffs’ case that the 1^st Defendant is used by the 2^nd Defendant as its “façade and front man” to receive the benefits from the unfair preference complained of in this action.

7.The 3^rd Defendant, 舜鸿地产(成都)有限公司 (“the Project Company”), owned a real estate project in Chengdu, China (“the Project”). It was indirectly owned by Happy Lion Ventures Ltd (“Happy Lion”) and Chinex Limited (“Chinex”) through several intermediate corporate entities[2].

8.The Company was set up for the purpose of acquiring the Project through the acquisition of Happy Lion and Chinex’s indirect interests in the Project Company.

9.To finance the acquisition, the Company obtained substantial loans from, inter alia, Happy Lion and Chinex (“the Vendors Loan”), Guotai Junan Securities (Hong Kong) Limited (“the Guotai Loan”), and the 2^nd Defendant (“the Yuzhou Loans”).  The acquisition was completed on 23 July 2020. 

10.On 14 July 2021, Happy Lion and Chinex declared an event of default, and demanded immediate repayment of the Vendors Loan.  

11.The 1^st Defendant then initiated a series of events which the Plaintiffs contend was part of an unfair preference scheme orchestrated by the 1^st and 2^nd Defendants.  The alleged scheme involved, amongst other things, the advancement of a loan of US$310 million (“the Zhou Ying Loan”) by the 1^st Defendant to the Company pursuant to a loan agreement dated 19 July 2021 (“the Zhou Ying Loan Agreement”) to discharge the Guotai Loan (despite the fact that there was no demand on the Company to repay the Guotai Loan), and the assignment of the outstanding Yuzhou Loans to the 1^st Defendant pursuant to a deed of assignment dated 12 November 2021 (“the Deed of Assignment”).

12.On 24 November 2021, the Project Company issued two guarantees (“the Guarantees”) to the 1^st Defendant to secure the Company’s liabilities for the Zhou Ying Loan and the (assigned) Yuzhou Loans.

13.On 2 December 2021, the 1^st Defendant demanded payment from the Company and the Project Company of the outstanding indebtedness.  The demand was not satisfied.

14.On 15 December 2021, the 1^st Defendant commenced two sets of proceedings in the Chengdu Intermediate People’s Court to enforce the Guarantees against the Project Company (“the PRC Proceedings”).

15.On 21 December 2022, the 1^st Defendant obtained judgments against the Project Company in the PRC Proceedings.  In consequence of those judgments, various judicial auctions of the Project Company’s assets took place between April and July 2024, from which the 1^st Defendant received the proceeds of sale of the Project Company’s assets (“the Received Sums”).  

16.In the meantime, on 8 March 2022, Happy Lion and Chinex appointed receivers (“the Receivers”) over the shares of the entities that indirectly owned the Project Company.  On 19 June 2023, the legal representative of the Project Company appointed by the Receivers applied to the Sichuan Higher People’s Court for a retrial of the PRC Proceedings (“the Retrial Applications”) on the ground, amongst others, that the Zhou Ying Loan Agreement, the Deed of Assignment and the Guarantees were impugnable as part of a scheme orchestrated by the 2^nd Defendant to defraud the creditors of the Company.

17.On 31 January 2024, the Sichuan Higher People’s Court gave judgments (“the SHPC Judgments”) dismissing the Retrial Applications[3].

18.On 23 August 2024, the Plaintiffs (as liquidators of the Company) issued the OS seeking, inter alia, a declaration that the Guarantees and the Received Sums constitute an unfair preference, and an order that the 1^st and 2^nd Defendants pay the Received Sums to the Plaintiffs.  The Plaintiffs’ case of unfair preference has been summarized by the Judge at §43 of the Decision, which it is not necessary to repeat here.

19.As noted by the Judge at §44 of the Decision, the allegations raised by the Plaintiffs in support of the OS, though not formulated in the same terms, are, broadly speaking, similar to the grounds run by the Receivers (through the legal representative of the Project Company) in support of the Retrial Applications.  Two central allegations raised in support of the Retrial Applications were:

(1)  an allegation of conspiracy (惡意串通) (the “Allegation of Conspiracy”), that is, the Guarantees were executed pursuant to a conspiracy between the 1^st and 2^nd Defendants to defraud creditors of the Company; and

(2)  an allegation of control (人格混同) (the “Allegation of Control”, collectively the “Allegations”), that is, the 1^st Defendant was under the control of the 2^nd Defendant, which in turn controlled the Company and the Project Company.

20.On 6 November 2024, the 1^st Defendant applied to strike out the OS.  The primary ground of the application was issue estoppel, the argument being that the Allegations had already been determined against the Project Company in the SHPC Judgments, and the Plaintiffs as privies were debarred from re-litigating the same issues in Hong Kong.  

21.Alternatively, the 1^st Defendant sought to strike out the relief sought by the Plaintiffs under §2 of the OS, namely, “[t]he 1^st, 2^nd, 4^th and 5^th Defendants do jointly and severally pay to the Plaintiffs the Received Sums or any amount that the Court thinks fit”, on the ground that the relief sought under that paragraph (“the §2 Relief”) was not truly restorative in nature.  The 1^st Defendant argues that under s 266 of the Ordinance, the court’s jurisdiction is restorative only; the court may order the return of an unfair preference to the company that gave it.  Here, it was the Project Company (not the Company) that gave the Guarantees, and it was the Project Company (not the Company)’s assets that were sold.  Thus, ordering payment of the Received Sums to the Company’s liquidators would go beyond restoration and impermissibly disregard the separate corporate legal personality of the Project Company.

THE DECISION

22.By the Decision given on 19 September 2025, the Judge dismissed the 1^st Defendant’s application[4].

Issue Estoppel

23.At §47 of the Decision, the Judge identified the following 3 conditions for establishing an issue estoppel:

(1)  the same issue has previously been determined by a judicial decision, whether by the Hong Kong court or a foreign court (“Condition (1)”);

(2)  the judicial decision is made by a court of competent jurisdiction and is final (“Condition (2)”); and

(3)  the parties to that judicial decision or their privies are the same persons as the parties to the subsequent proceedings or their privies (“Condition (3)”).

As mentioned by the Judge at §48 of the Decision, in dispute between the parties in the present case were Conditions (1) and (3).

24.In relation to Condition (1), the Judge found that the issues in the Retrial Applications and the present Hong Kong proceedings were not plainly and obviously identical for two main reasons:

(1)  Following the approach in Alexander Brothers Ltd (Hong Kong S.A.R.) v Alstom Transport SA & Anor [2020] EWHC 1584 (Comm), the Judge held that the standard of proof being applied by the courts in 2 different jurisdictions when determining an issue was a relevant factor, and there could be a situation where the difference in the standard of proof was so significant that the issue could no longer be regarded as being identical in the 2 sets of proceedings: Decision, §§49-54.  The broad issues in the Hong Kong proceedings were whether the Plaintiffs could prove on the balance of probabilities the Allegation of Control, and in turn the Allegation of Conspiracy: Decision, §57.  There was conflicting PRC law evidence as to the standard of proof being applied by the PRC courts, with the Plaintiffs’ evidence being that the standard of proof in the Retrial Applications was even higher than beyond reasonable doubt.  The issues determined in the Retrial Applications were not plainly and obviously identical to those to be determined in the Hong Kong proceedings: Decision, §§58-62.

(2)  Further and alternatively, it was not plain and obvious that the SHPC Judgments made any determination of the Allegations.  The Sichuan Higher People’s Court did not refer to any relevant evidence or submissions, and did not make any findings on the Allegations.  It was possible to read those judgments as meaning that, because the Project Company had been properly represented in the previous proceedings by its legal representative, the Allegations became irrelevant as points not previously taken by the legal representative of the Project Company: Decision, §63.

25.In relation to Condition (3), the Judge held that the Plaintiffs were privies to the Retrial Applications, and thus that condition was satisfied: Decision, §71.

The §2 Relief

26.The Judge recognised that the asset given by a subsidiary as an unfair preference should generally be restored to that subsidiary but not its parent, because of their separate legal personalities and the need to take into consideration of the fact that the subsidiary might have its own creditors to satisfy and thus its assets should not be treated as the parent’s: Decision, §78.  However, based on Johnson v Arden [2019] 2 BCLC 215, the Judge considered it reasonably arguable that there could be restoration “in a different way” where there were “exceptional circumstances”.  The Judge further considered that there were exceptional circumstances in the present case, in that the Company was still unable to control the Project Company.  The Judge took the view that it might be possible to fashion a payment order which would satisfactorily address the above concerns: Decision, §§79-81.  That this was a developing area further militated against striking out: Decision, §81.

THE PRESENT APPLICATION

27.By a summons filed on 2 October 2025 in the Court of First Instance, the 1^st Defendant sought leave to appeal against the Order. The Judge refused to grant leave to appeal by his decision given on 18 December 2025 ([2025] HKCFI 6364, “the Leave Decision”).

28.By the Summons filed on 31 December 2025, the 1^st Defendant renews its application for leave to appeal.  Two intended grounds of appeal are raised in a draft notice of appeal attached to the Summons.  Ground 1 concerns the Judge’s refusal to strike out §2 of the OS, while Ground 2 concerns the Judge’s refusal to strike out the OS on the ground of issue estoppel.

DISCUSSION

Applicable principles

29.Under s 14AA(4) of the High Court Ordinance, Cap 4, leave to appeal shall not be granted unless the intended appeal has a reasonable prospect of success, or there is some other reason in the interests of justice why the appeal should be heard.  Reasonable prospects of success involve the notion that the prospects of succeeding must be “reasonable” and therefore more than “fanciful”, without having to be “probable”: SMSE v KL [2009] 4 HKLRD 125, at §17.

30.Where an appeal challenges a discretionary decision, the Court of Appeal is particularly slow to interfere.  An appellate court will only intervene if the judge plainly erred in principle or his decision was clearly wrong: LYYC v CHL & CSMS [2019] HKCA 521, at §13; Re Cheung Kwan [2021] HKCA 282, at §§31-33.

31.The intended appeal in the present case is against a refusal of striking out.  An originating summons, or part of an originating summons, should not be struck out unless it is plainly and obviously bad or unarguable.  It was not the Judge’s decision that the Plaintiffs’ positions on the two relevant matters, namely, issue estoppel and the §2 Relief, were correct or would ultimately prevail.  In refusing to accede to the strike-out application, all that the Judge needed to find was that the Plaintiffs’ positions were not plainly and obviously bad or unarguable[5].  To succeed in the intended appeal, the 1^st Defendant will have to demonstrate that the Judge was plainly wrong in coming to such view.  This is a high threshold to overcome.  Even in the context of the present application for leave to appeal, the 1^st Defendant will have to satisfy the Court that it is reasonably arguable that the Judge was plainly wrong in coming to the said view.

32.As will be seen below, we have come to the conclusion that leave to appeal should be refused, and the issues raised in this application ought to be fully ventilated at the trial of this action. Having reached this conclusion, it would not be appropriate or desirable for us to express any detailed or concluded views on those issues.  We shall only briefly explain why we do not consider the 1^st Defendant’s intended appeal to be reasonably arguable, or have a reasonable prospect of success.

Ground 1 – §2 of the OS

33.Ground 1 challenges the Judge’s refusal to strike out §2 of the OS.  The 1^st Defendant’s arguments can be boiled down to two sub-grounds: 

(1)  The Judge failed to apply the principle that the court’s jurisdiction under s 266 of the Ordinance is restorative in nature. The §2 Relief, if granted, would restore the Received Sums to the Plaintiffs (as liquidators of the Company) rather than to the Project Company (which gave the unfair preference), and is therefore not restorative.  Such relief is beyond the scope of s 266 and cannot be granted as a matter of law[6] (Ground 1.1).

(2)  There was no evidential basis to conclude that there were exceptional circumstances to justify the §2 Relief.  The Plaintiffs did not formulate any directions as to how payment to them could be “restorative”; there was no evidence on the feasibility or practicality of such directions, or how they could respect separate legal personalities, protect creditors’ interests, or be consistent with the Project Company’s internal procedures[7] (Ground 1.2).

34.In respect of Ground 1.1, Mr Anson Wong, SC (for the 1^st Defendant) argues that the §2 Relief is not restorative in substance.  It puts the Company in a better position than before, circumvents the separate legal personality of the Project Company, and prejudices its creditors.  The court has no jurisdiction under s 266 of the Ordinance to grant the §2 Relief.  Further, Johnson v Arden does not support the Judge’s finding that the §2 Relief is restorative in substance. The Judge erred in holding that there were exceptional circumstances in this case to justify granting relief to achieve restoration “in a different way”[8].

35.In response, Mr Bernard Man, SC (for the Plaintiffs) argues that the Judge correctly recognised the wide discretion under s 266 of the Ordinance (and its UK equivalent) to fashion restorative relief “in a different way” (Johnson v Arden, §93).  The Judge considered it reasonably arguable that exceptional circumstances existed in the present case (because of the Company’s inability to control the Project Company), and held that appropriate relief might be fashioned which would take into account the separate legal personality of the Project Company and the need to protect its creditors.  The precise form of relief should properly be dealt with after liability is determined, not on a strike-out application[9].

36.We accept Mr Man’s arguments.  Our brief reasons are as follows:

(1)  The relevant question at this stage is not whether the court will ultimately grant the exact order sought, but whether it is plainly impossible as a matter of law for the court to give appropriate directions in conjunction with the §2 Relief that can achieve restoration in substance.

(2)  Section 266 of the Ordinance gives the court a broad discretion to make orders it thinks appropriate to restore the position as if the unfair preference had not occurred.  The court’s remedial discretion under s 266 is broad enough to encompass different forms of restorative relief.

(3)  The Judge did not disregard separate legal personalities or corporate procedures, but recognised that restoration might sometimes be achieved indirectly or “in a different way,” particularly where the relevant subsidiary remained under the control of the alleged wrongdoer.

(4)  The exact form of relief depends heavily on the evidence and factual findings.  The issue of relief, and the precise form of relief, should be determined at the trial rather than on a strike-out application.

(5)  The Judge’s reliance on Johnson v Arden was not misplaced.  The Judge referred to and relied on that case for the general principles about the granting of restorative relief referred to at §77(4) of the Decision, and not because its facts were directly analogous to the present case.  The 1^st Defendant’s criticisms of Johnson v Arden do not show any specific legal error by the Judge or demonstrate that the §2 Relief sought by the Plaintiffs is bound to fail.

37.In respect of Ground 1.2, Mr Wong argues that there was no evidential basis for the Judge’s conclusion that there were exceptional circumstances which could justify the granting of the §2 Relief[10]. Mr Wong argues that in any event, there is no basis to believe that “appropriate directions” may be formulated to protect the Project Company’s creditors so as to render the §2 Relief viable.  Without formulated directions, the court would not be in any position to assess whether there would be effective and proper restoration without undermining the fundamental principle of company law about separate corporate legal personality, the interests of relevant creditors, and cross-border comity.  Mr Wong points out that the Judge did not expressly address this aspect of the 1^st Defendant’s argument in the Leave Decision[11].

38.In response, Mr Man submits that the issue of whether exceptional circumstances exist is fact-sensitive and depends on the circumstances of the case[12]. The Judge was entitled to proceed on the basis of the Plaintiffs’ evidence (in particular §26 of the 2^nd Affirmation of Chan Hoi Yan[13]) that they were still unable to gain control of the Project Company from the 1^st and 2^nd Defendants, and take the view that it would be absurd and an affront to justice to restore payment to the Project Company which was still under the control of the alleged wrongdoers[14].  Mr Man argues that in any event, it is for the 1^st Defendant to show that the options identified by the Judge are impossible.  It is not for the Plaintiffs to prove the feasibility of the §2 Relief at the strike-out stage[15]. 

39.There is force in Mr Man’s arguments.  There was evidence before the Judge that the Plaintiffs had not regained control of the Project Company, which was still under the control of the 1^st and 2^nd Defendants. At the strike-out stage, disputed facts should generally be assumed in favour of the party resisting the strike-out, ie the Plaintiffs.  On that basis, the Judge was entitled to come to the view that restoring the Received Sums to the Project Company, allegedly still under the control of the wrongdoers, would be absurd and unjust, and regard such a state of affairs as “exceptional circumstances” that would justify the making of an order to achieve the restorative result “in a different way”.  As for the complaint of a lack of properly formulated restorative directions, as earlier mentioned, the precise relief to be granted would depend on the facts and the circumstances which may ultimately be found at the trial.  It is premature at this stage to conclude that proper directions could not be formulated in conjunction with the §2 Relief which would satisfy the restorative nature of the remedy under s 266 and yet achieve justice on the facts and circumstances of the present case.  The exact contours of any restorative order and the associated directions to be given should be addressed with proper evidence and submissions at the trial.

Ground 2 – Issue Estoppel

40.At the outset, it should be noted that the Judge gave two reasons for concluding that Condition (1) was not satisfied:

(1)  the difference in the standard of proof being applied in the determination of an issue by the courts in 2 different jurisdictions might render the issue not being regarded as identical for the purpose of issue estoppel (applying Alexander Brothers, at §§110-124)[16]; and

(2)  it was not plain and obvious that the SHPC Judgments made any determination of the Allegations[17].

41.For the 1^st Defendant to succeed in obtaining leave to appeal on Ground 2, it will have to show that it is reasonably arguable that the Judge was plainly wrong on both points.

42.Ground 2 has seven sub-grounds.  In essence, Grounds 2.1, 2.2 and 2.3 relate to the Judge’s first point, ie the difference or possible difference in the standard of proof, while Grounds 2.4, 2.5 and 2.6 relate to his second point, ie the no-determination reason.  Ground 2.7 is merely consequential, and does not require separate consideration.

43.Grounds 2.1, 2.2 and 2.3 challenge the Judge’s application of the court’s approach in Alexander Brothers at §§110-124.  Mr Wong argues that the Judge should not have applied the approach in Alexander Brothers.  He submits that (i) the identity of the issue cannot be affected by the standard of proof, which is a procedural rule of evidence only[18]; (ii) no authority was cited in Alexander Brothers to support the proposition that differences in standard of proof would be or could be relevant to the identification of issues in different proceedings for the purpose of issue estoppel[19]; (iii) the Judge’s approach offends judicial comity[20]; and (iv) the Judge’s approach would encourage parties to find differences in legal test to avoid the outcome of unfavourable foreign judgments[21].

44.In response, Mr Man argues that:

(1)  The correctness of Alexander Brothers is at least a developing area; it was applied for the first time in Hong Kong in the Decision.  This itself is a sufficient reason to refuse leave to appeal.

(2)  In any event, none of the points raised by the 1^st Defendant shows that Alexander Brothersis plainly wrong:

(a)  Alexander Brothers represents a sensible extension of the principle that there is a need for caution in establishing identity of issues for foreign judgments. The injustice of a rigid distinction between substantive issues and procedural rules is clearly illustrated in Alexander Brothers, §114.

(b)  The approach in Alexander Brothers is not precluded by Gol Linhas Aereas SA v MatlinPatterson Global Opportunities Partners (Cayman) II LP [2023] Bus LR 1305 (PC), where the Privy Council stated, at §37, that it is “irrelevant that a foreign court system applies different rules of evidence or has a different procedure from the English courts”.  That is only a general statement of principle. The 1^st Defendant has omitted the phrase “…unless this deprives the judicial process of the quality of substantial justice”.  There is no immutable rule that a difference in the rules of evidence or procedure is always irrelevant for the purpose of identification of issues.

(c)  Further, Gol Linhas concerned the use of a difference in procedural rules to seek to impeach the application of issue estoppel to a foreign judgment in the context of “recognition” (§§32, 39-41).  Unlike the present case, no injustice was identified from such difference: Gol Linhas, §§51-55.  In fact, in finding that there was issue estoppel, it was expressly noted that the foreign court did not apply a limited standard of review “such as reasonableness or perversity” (§55), thus implicitly supporting the approach in Alexander Brothers that the standard of proof is a relevant factor.

(d)  The point about judicial comity is circular.  Judicial comity is offended if the Hong Kong court refuses to apply issue estoppel in respect of an issue which has been decided by a foreign court.  But it will not be offended if the Hong Kong court is faced with a different issue per Alexander Brothers.

(e)  The 1^st Defendant’s suggestion that the approach in Alexander Brothers has perverse practical consequences (namely, incentivising parties to identify any differences in legal test or standard of proof to avoid the consequence of an unfavourable foreign judgment, thereby placing an impractical and disproportionate burden on the Hong Kong courts) is speculative.  As observed in Alexander Brothers, §113, “one would not expect broadly similar standards of proof to prevent an issue being recognised as the same”.  It is accordingly only where there is a significant divergence in the applicable standard of proof that Alexander Brotherswill bite.

45.We do not consider Grounds 2.1, 2.2 and 2.3 to be reasonably arguable, for the following brief reasons:

(1)  The 1^st Defendant has failed to show any plain error in the Judge’s reliance on the approach in Alexander Brothers when rejecting the issue estoppel argument.  It is at least reasonably arguable that differences in the standard of proof applied by the PRC court and the Hong Kong court may be relevant to the question of whether the issues decided in the PRC Proceedings are identical to those to be decided in the Hong Kong proceedings.

(2)  The standard of proof is not necessarily a mere procedural rule in the present context.  This is because, as observed by the Judge, a negative finding on an issue (based on a failure to discharge the relevant standard of proof) may not readily be regarded as a positive finding on that issue: Decision, §54(3).

(3)  The Judge was correct to exercise caution before concluding that the foreign court had clearly decided the same issue.

(4)  Gol Linhas does not assist the 1^st Defendant’s argument.  As pointed out by Mr Man, that case concerned the use of the difference in procedural rules to seek to impeach the application of issue estoppel to a foreign judgment in the context of recognition.  It does not deal with the question of whether a significant difference in the standard of proof would have an impact on whether an issue which was decided by a foreign court is the same as that which is before the domestic court.  The decision in Gol Linhas does not undermine the logic of the approach in Alexander Brothers.

(5)  Finally, the Judge did not hold that every difference in standard of proof prevents issue estoppel.  What the Judge held was that the standard of proof was a relevant factor, and where the difference is significant, the issue might not be identical: Decision, §54(2). 

46.Grounds 2.4, 2.5 and 2.6 challenge the Judge’s view that it was not plain and obvious that the SHPC Judgments had made a determination of the Allegations.  Mr Wong argues that there was no evidential basis for the Judge’s view that the SHPC Judgments were open to the alternative readings referred to at §63 of the Decision, and submits that the Judge ought to have concluded, on the evidence and materials before him, that the Allegations had been decided by the Sichuan Higher People’s Court in the SHPC Judgments[22].

47.The short answer to these arguments is that, as submitted by Mr Man, this is an appeal against the Judge’s evaluation of evidence and factual findings.  The 1^st Defendant has failed to show that the Judge was plainly wrong in his view that it was not plain and obvious that the SHPC Judgments had made a determination of the Allegations.  The Judge did not make any assumption that the Sichuan Higher People’s Court had omitted to address the Allegations raised by the Receivers.  He accepted that, on one view of the matters, those issues might have implicitly been determined by the Sichuan Higher People’s Court.  On the other hand, on the face of the SHPC Judgments, the Sichuan Higher People’s Court did not refer to any of the extensive evidence or submissions advanced by the Receivers in the Retrial Applications, or the Receivers’ contentions on the Allegations.  It made no positive findings on the Allegations.  It focused instead on the procedural point that Wang was the registered legal representative of the Project Company at the material time, and held that internal shareholders dispute did not affect the Project Company’s liability to outsiders.  In our view, the alternative reading of the SHPC Judgments mentioned by the Judge, namely, that because of the view taken by the Sichuan Higher People’s Court that the Project Company was properly represented in the previous proceedings, the Allegations were not relevant and thus there was no need to deal with the Allegations, is at least a plausible reading of those judgments. We do not consider it reasonably arguable that the Judge’s said view is plainly wrong.

No other reason in the interests of justice why the appeal should be heard

48.The 1^st Defendant argues that leave to appeal should be granted in the interests of justice, because Ground 1 raises questions of general public importance about the scope of the jurisdiction under s 266 of the Ordinance in cross-border cases, and Ground 2 concerns the test for “identity of issues” in relation to the enforcement of foreign judgments (in particular Mainland judgments)[23]. We are not persuaded. 

49.First, the presence of general or important questions of law is not a good reason to grant leave to appeal from a refusal to strike out.  The proper course is to allow the matter to proceed to trial, so that any general or important question of law may be determined on the basis of definitive findings of fact, and not on hypothetical scenarios.  

50.Second, the Judge’s decision on Ground 1 is dependent on the facts and expert evidence (namely, the standard of proof applied by the Sichuan Higher People’s Court, the alleged lack of control by the Plaintiffs over the Project Company, and the precise relief that should be granted).  Such matters are best decided after the relevant facts have been fully established.

51.Third, the Judge’s refusal to strike out does not finally determine the rights of the parties, as the case will proceed to trial.  Any appeal on the legal issues can be brought following a judgment given after trial.

52.In conclusion, we are not satisfied that the 1^st Defendant’s intended appeal has a reasonable prospect of success.  Neither do we see any other reason in the interests of justice why the appeal should be heard.

DISPOSITION

53.The Summons is dismissed.  We make a costs order nisi that the 1^st Defendant shall pay the Plaintiffs’ costs of the Summons, with certificate for 2 counsel, to be summarily assessed.  The costs order nisi shall become absolute unless an application is made to vary the same within 14 days from the date of this judgment.

54.For the purpose of summary assessment of the Plaintiffs’ costs, the 1^st Defendant shall have leave to file and serve a statement of objections (limited to 2 pages) to the Plaintiffs’ Statement of Costs for Summary Assessment dated 28 January 2026 within 14 days from the date of this Judgment.

55.In view of the fact that the 1^st Defendant’s application is totally without merit, we make an order, pursuant to Order 59, r 2A(8) of the Rules of the High Court, that no party may request the present determination to be reconsidered at an oral hearing inter partes.

Mr Bernard Man SC leading Mr Danny Tang, instructed by DLA Piper Hong Kong, for the Plaintiffs

Mr Anson Wong SC leading Mr Lai Chun Ho and Mr Charlie Liu, instructed by Jingtian & Gongcheng LLP, for the 1^st Defendant