Re Ng Wai Hing
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HCB 3289-3290/2026 [2026] HKCFI 5720 HCB 3289/2026 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE BANKRUPTCY PROCEEDINGS NO 3289 OF 2026 ___________________ Re: NG WAI HING, the Debtor Ex Parte: STANDARD CHARTERED BANK (HONG KONG) LIMITED, the Petitioner ___________________ AND HCB 3290/2026 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE BANKRUPTCY PROCEEDINGS NO 3290 OF 2026 ___________________ Re: CHEUNG KWONG MING, the Debtor Ex Parte: STANDARD CHARTERED BANK (HONG KONG) LIMITED, the Petitioner ___________________ (heard together)
_______________ J U D G M E N T _______________ 1.By two petitions (“Petitions”) presented on 12 May 2026 the petitioner, Standard Chartered Bank (Hong Kong) Limited (“Petitioner”), seeks a bankruptcy order against Ms Ng Wai Hing (“Ms Ng”) (in HCB 3289/2026) and Mr Cheung Kwong Ming (“Mr Cheung”) (in HCB 3290/2026) (together “Debtors”) on the ground that they are unable to pay their debts. 2.The Debtors are husband and wife. They act in person. At the hearing, Mr Cheung makes submissions on behalf of himself and Ms Ng. 3.The Petitioner lodged 2 sets of hearing bundles and 2 sets of submissions the contents of which are almost identical. The evidence filed by the parties including the grounds in opposition raised by the Debtors are the same. It is difficult to see why the Petitioner’s legal representatives considered it appropriate to prepare 2 sets of nearly identical documents for use at the hearing. Unless otherwise stated, in this Judgment, I refer to the documents filed by the parties in HCB 3289/2026. A. BACKGROUND 4.The following facts and matters are not in dispute. 5.The Debtors are domiciled in Hong Kong. They own and control a group of companies which the parties referred to as “Tsuen Lee Group”. 6.Each of the Debtors has executed 4 sets of personal guarantees in favour of the Petitioner which bear the date of 1 March 2007, 20 December 2012, 16 July 2014 and 23 August 2016 (collectively “Guarantees”). Under the Guarantees, the Debtors agreed to guarantee all the liabilities owed by the following companies within the Tsuen Lee Group:
7.The Guarantees provide inter alia that the Debtors are jointly and severally liable as principal debtors to pay all money due and payable by the Guaranteed Companies upon the Petitioner’s demand.[1] 8.By a repayment deed dated 30 August 2019 (“Repayment Deed”) entered into between HSBC, the Petitioner, the Borrowers[2], the Debtors and the Guaranteed Companies (as Obligors, alongside other Obligors listed therein), the parties agreed to restructure the debts owed by the Borrowers to the Petitioner and HSBC. Under the Repayment Deed:
9.The Borrowers defaulted on 30 July 2021 when they failed to pay the instalment due.[6] The default triggered the termination provision which entitled the Petitioner to terminate the Repayment Deed and demand immediate repayment of the remaining amount of the Repayment Sum.[7] 10.On 8 April 2024, the Petitioner exercised its right to terminate the Repayment Deed by issuing the Standstill Termination Notice. 11.Thereafter, partial repayments and set-offs were made against the amount due.[8] As of March 2025, HK$75,145,539.19 (“Debt”) remained due and payable under the Repayment Deed.[9] 12.Thereafter, the Petitioner demanded the Debtors to pay the Debt:
13.On 20 May 2026, the Debtors filed notices of intention to oppose the Petitions and their first affirmations[11]. The only ground raised in opposition to the Petitions is that the Debt is secured over 6 properties. 14.On 9 July 2026, the Debtors filed their 2nd affirmations in opposition[12] and raised the following grounds in opposition:
15.On 24 July 2026, the Debtors filed their 3rd affirmations[15] raising similar grounds which may be summarized as follows:
16.At the 1st callover hearing on 27 July 2026, the Debtors relied on the aforesaid grounds raised in Ng 1st, Ng 2nd and Ng 3rd. Having considered those grounds and the affirmations filed by the Debtors, it did not appear to this Court that the Debtors had discharged the burden of demonstrating that the Debt was bona fide disputed on substantial grounds or that the Debtors had any genuine cross-claim against the Petitioner. Nevertheless, taking into account the fact that Tsuen Lee Group appeared to have substantial assets and the Debtors’ indication that they were willing to surrender the Charged Properties to the Petitioner, this Court considered that a final opportunity should be given to the Debtors to sell or surrender the assets they own or control to the Petitioner for the purpose of repaying or compounding for the Debt. On this basis, this Court adjourned the Petitions to a 2nd callover hearing on 14 September 2026, and intimated to the Debtors that they should consider it as a final opportunity to take meaningful steps towards repaying the Debt and/or putting forward a repayment proposal acceptable to the Petitioner. B. DISCUSSION 17.As the Debtors have failed to comply with the SDs, they are deemed insolvent by virtue of s.6A(1)(a) of the Bankruptcy Ordinance (Cap. 6) (“BO”). The Petitioner has discharged the onus of showing that the Debtors are unable to pay his debt for the purpose of s.6(2)(c) of the BO. 18.The burden is on the Debtors to demonstrate that there is a bona fide dispute on substantial grounds in respect of the Debt. For this purpose, the Debtors have to adduce sufficiently precise factual evidence which is believable, and they must establish that they have a defence of substance, not just a fair probability of one (Re Leung Cherng Jiunn [2016] 1 HKLRD 850 (CA) §27; Re Soetrisno Farida [2019] HKCFI 2756 §11). Raising a “cloud of objections” in affirmations would not be enough (Guy Kwok Hung Lam v CP Global Inc & Anor [2025] HKCFI 1220 at §19(4)). 19.A debtor seeking to oppose a bankruptcy petition on the ground that he has a cross-claim against the petitioner bears the burden of showing that he has a genuine or serious cross-claim by adducing evidence which is believable (Re Cheung Chi Mang [2018] HKCFI 984 §15). 20.For the reasons explained below, I do not think that the Debtors have discharged the burden of demonstrating that the Debt is bona fide disputed on substantial grounds or that the Debtors have any genuine or serious cross-claim against the Petitioner. B1. No reasonable offer 21.Although not raised as a ground in opposition to the Petitions, I have considered whether the Debtors had made a reasonable offer to repay or compound for the Debt such that the Petitioner’s refusal to accept the offer may be said to be unreasonable pursuant to s.6D(3) of the BO. 22.The principles have been sufficiently stated in Re Lee Priscilla Hwang, HCB 7452/2009, 4 September 2009, §11:
23.It is indisputable that the Debtors do not presently have (or have at any point since the presentation of the Petitions) the means to pay the Debt. 24.Contrary to their representations made at the 1st callover hearing and despite the 7-week adjournment, the Debtors did not take any steps to surrender the Charged Properties or put forward any meaningful repayment offer to pay the Debt:
25.Instead, the Debtors belatedly filed (without leave) the 4th affirmation of Ms Ng on 7 September 2026 (“Ng 4th”)[24] repeating the same grounds raised in her previous affirmations and seeking to bolster the grounds by introducing the following new allegations:
26.In the absence of any repayment proposal, let alone a reasonable one, there is no proper basis for the court to grant any further adjournment of the Petitions for that purpose. Indeed, the conduct of the Debtors shows that they have no genuine intention to repay or compound for the Debt. B2. Security Ground 27.It is well established that “security” under s.6B of the BO refers only to the security provided by the debtor to the creditor. A security provided by a third party is not “security” for the purpose of the BO and not a valid ground in opposition to a bankruptcy petition (Re Guy Kwok-Hung Lam [2021] HKCFI 2135 §87; Re Kwok Chok Yee [2000] 2 HKC 543 at 545I-546C; Lau Yu v The Hongkong and Shanghai Banking Corporation Ltd [2019] 2 HKC 18, §35). 28.In the present case, there is no dispute that the Charged Properties are not owned by the Debtors but by companies within Tsuen Lee Group.[29] They do not provide a valid ground in opposition to the Petitions. This is particularly so when there is no evidence before the court as to the financial position of the companies concerned. If the companies are insolvent, there would be no surplus available for distribution to the Debtors (even assuming they are the only shareholders of the companies[30]) which can be utilised by the Debtors to repay the Debt. 29.More importantly, as this Court observed at the 1st callover hearing, even accepting the estimated value provided by the Debtors (HK$40.3 million), the amount still falls far short of the Debt. There is no credible evidence to suggest that the Debtors would be able to repay the shortfall. B3. Solvency Ground 30.The assertion that the Debtors have substantial assets which may be utilised to repay the Debt must be rejected.[31] No particulars of the alleged assets owned by the Debtors or the alleged receivables owned by the (unidentified) Hong Kong companies or Mainland companies have been provided. Nor have the Debtors adduced any document to substantiate their assertion that the assets are unencumbered or otherwise can be used by them to repay the Debt. B4. Imperial’s Assets Ground 31.The assertion that Imperial has substantial assets which may be applied by the Debtors to repay the Debt is inconsistent with the objective fact that the Debtors have since at least 30 October 2025 been unable to pay the Debt, notwithstanding the repeated demands made by the Petitioner. There are no particulars as to what assets are allegedly owned by Imperial and no document has been adduced to show the existence of any such assets. More importantly, there is no evidence on the current financial position of Imperial or any evidence to show that it is able to discharge its debts and has surplus available for distribution to the Debtors. B5. Enforceability Ground 32.The so-called dispute on the “scope and enforceability” of the Guarantees does not even get off the ground as no particulars whatsoever have been provided for disputing the validity of the Guarantees. 33.To the contrary, the validity of the Guarantees has been specifically confirmed by the Debtors in the Repayment Deed. Although the Debtors allege that the Repayment Deed is liable to be set aside on the ground that it is “unconscionable”, the allegation rings very hollow. The Debtors (and the companies within Tsuen Lee Group) have benefitted from the restructuring and the forbearance to sue on the part of the Petitioner under the Repayment Deed for 7 years and, as such, must be taken as having affirmed the same (Duress, Undue Influence and Unconscionable Dealing, 4th ed., §§29-001 – 29-002). It is not properly open to the Debtors to avoid or set aside the Repayment Deed. In any event, no step has been taken by the Debtors to set aside the Repayment Deed. 34.As for the belated allegation raised in Ng 4th that the Debtors should not be liable for the liabilities arising out of the Foreign Exchange Contracts, it flies against the confirmation by Mr Cheung and Tusen Lee Group, as recorded in the Settlement Agreement, that other than the specific amount waived by the Petitioner[32], the relevant Tsuen Lee Group members remain liable to pay their outstanding debts and liabilities to the Petitioner under the Facility Letter (see §38(4) below).[33] Further, in the Repayment Deed the Debtors and the relevant companies within Tsuen Lee Group also confirmed their liabilities to the Petitioner (see §8 above)[34]. B6. Accumulator Ground 35.The Accumulator Ground is wholly devoid of merits. 36.First, the Accumulator was purchased by TL Holdings, not the Debtors. Any claim for breach of contract or duties arising out of the purchase of the Accumulator can only be made by TL Holdings. As there is no mutuality between the claim and the Debt, it cannot constitute a cross-claim against the Petitioner for the purpose of opposing the Petitions (Re Tang Yau Sing [2020] HKCFI 877 §§25-26). 37.Second, as submitted by Mr Jonathan Ng, counsel for the Petitioner, any claim by any companies within Tsuen Lee Group (including TL Holdings) which arose out of the transactions entered into between 2004 and 7 August 2019 falls within the scope of the settlement agreement dated 7 August 2019 made between inter alios the Petitioner, Mr Cheung, TL Holdings, TL Metals and Imperial (“Settlement Agreement”). 38.Under the Settlement Agreement:
39.As for the Debtors’ allegation that the Settlement Agreement should be set aside for unconscionability and economic duress, it flies against the fact, as recorded in the Settlement Agreement, that (1) the Settlement Agreement was entered into after extensive negotiation between the parties[39] and duly approved by the board of directors and shareholders of the companies concerned[40]; (2) Tsuen Lee Group and Mr Cheung had been legally represented;[41] and had received legal advice prior to signing the Settlement Agreement;[42] and (3) they confirmed that the Settlement Agreement was signed by them voluntarily, and without any coercion or duress or reliance on any representation or statement made by or on behalf of the Petitioner[43]. Having signed the Settlement Agreement, the principle of contractual estoppel applies (Ng Yuk Pui Kelly v Ng Lai Ling Winnie (2021) 24 HKCFAR 401 §§25-26). It is not open to Mr Cheung and TL Holdings to dispute such fact. 40.Third, as submitted by Mr Ng, any claim which TL Holdings may have in relation to the Accumulator is time-barred. On the Debtors’ case, the Petitioner’s representation was allegedly made between December 2011 and June 2015 and loss was allegedly suffered in early 2016.[44] The limitation period for a claim in contract (breach of implied contractual terms)[45] and claim in tort (breach of advisory duty of care and/or negligent misstatement)[46] is 6 years and would have expired in 2022 at the latest under s.4(1)(a) of the Limitation Ordinance (Cap. 347). C. DISPOSITION 41.For the reasons explained above, the Debtors fail to show that the Debt is bona fide disputed on substantial grounds or that they have any serious or genuine cross-claim against the Petitioner. The Debtors are deemed insolvent and unable to pay their debts. The Petitioner is entitled ex debito justitiae to seek a bankruptcy order against the Debtors. 42.As the Debtors have failed to put forward any reasonable offer to the Petitioner to secure or compound for the Debt, there is no utility in the court granting any further adjournment of the Petitions. 43.I make the usual bankruptcy order against each of the Debtors.
Mr Jonathan Ng, instructed by Tanner De Witt, for the Petitioner in both Petitions The Debtors in both Petitions, appear in person Ms Rebecca Leung, of Official Receiver’s Office, for the Official Receiver [1] Clause 1 of the 2007 Guarantee and Clauses 1.1 and 2 of the 2012, 2014, and 2016 Guarantees [2] Listed in Part A, Schedule 1 to Repayment Deed. They are: TL Metals, TL Holdings, TL, Imperial, DSL and Top Growth (China) Ltd [3] Clauses 3.2, 3.3, Schedule 4 to Repayment Deed [4] Clause 5.1, 5.2 of Repayment Deed [5] Clause 6.1(a) of Repayment Deed [6] 2nd affirmation of Leung Tit Man Derek dated 26 June 2026 (“Leung 2nd”) §23 [7] Clauses 5.6, 26.1, 26.10, and 26.13 of the Repayment Deed [8] Petition §8, Leung 2nd §§25-26 [9] Leung 2nd §26; Petition §8 [10] Affirmation of Chiu Wai Leung Philip dated 15 May 2026 [11] Affirmation of Ng Wai Hing and Affirmation of Cheung Kwong Ming both filed on 20 May 2026 [12] 2nd affirmation of Ng Wai Hing filed on 9 July 2026 (incorrectly described as affirmation of Ng Wai Hing) (“Ng 2nd”) together with 2nd affirmation of Cheung Kwong Ming filed on 9 July 2026 [13] Ng 2nd §4 [14] Ng 2nd §5 [15] 3rd affirmation of Ng Wai Hing filed on 24 July 2026 (incorrectly described as 2nd affirmation of Ng Wai Hing) (“Ng 3rd”) together with 3rd affirmation of Cheung Kwong Ming filed on 24 July 2026 [16] Ng 3rd §§4-7 [17] Ng 3rd §8 [18] Ng 3rd §§9-10 [19] Ng 3rd §§11-12 [20] 4th affirmation of Leung Tit Man Derek dated 7 September 2026 (“Leung 4th”) §§7-9 [21] Leung 4th §§10-15 [22] Leung 4th §§16-18 [23] Leung 4th §§19-25 [24] Incorrectly described as 3rd affirmation of Ng Wai Hing [25] Ng 4th §5 [26] Ng 4th §§14-16 [27] Ng 4th §§17-19 [28] Ng 4th §§20-21 [29] Leung 2nd §§33-34; Ng 4th §6 [30] There is no evidence on the ownership of the companies which own the Charged Properties [31] Ng 4th §§9, 22-23 [32] Clause 3.2(b) of Settlement Agreement [33] Clause 4.8 of Settlement Agreement [34] Clauses 3.1 and 6.1 of Repayment Deed [35] Clause 2 of Settlement Agreement [36] Clause 3 of Settlement Agreement [37] Clause 4.1-4.3 of Settlement Agreement [38] Clause 4.8 of Settlement Agreement [39] Clause 2.1-2.6 of Settlement Agreement [40] Clause 4.7 of Settlement Agreement [41] Clause 2.6 of Settlement Agreement [42] Clause 4.6 of Settlement Agreement [43] Clause 4.6 of Settlement Agreement [44] Draft Statement of Claim §§10, 13 [45] Draft Statement of Claim Section F [46] Draft Statement of Claim Section E |
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