China Properties Group Limited v. Jic Trust Co., Ltd

Press Summary (English)

Press Summary (Chinese)

FACV No. 8 of 2026

[2026] HKCFA 34

IN THE COURT OF FINAL APPEAL OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

FINAL APPEAL NO. 8 OF 2026 (CIVIL)

(ON APPEAL FROM CACV NO. 197 OF 2023)

_______________________

_______________________

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RESAONS FOR JUDGMENT

__________________________

Chief Justice Cheung:

1.I agree with Mr Justice Ribeiro PJ’s Reasons for Judgment.

Mr Justice Ribeiro PJ:

2.At the hearing, this appeal was dismissed without calling on the respondent.  These are my reasons.

3.The appellant seeks to set aside a winding-up order, arguing that the petitioner lacked standing to bring the proceedings and that the Court consequently lacked jurisdiction because the debt relied on had previously been assigned to a third party.

4.The Appeal Committee granted leave to appeal on the following question:

“Whether the Court has jurisdiction to grant or uphold a winding‑up order in circumstances where the petitioner has assigned the debt to a third party in the Mainland without notice to the debtor even though the company did not challenge the locus standi of the petitioner at the time when the winding‑up proceedings were commenced and/or when the winding‑up order was made.”

A.     The companies involved

5.The winding-up proceedings were brought by JIC Trust Co., Ltd, a Mainland company (“the petitioner”, the present respondent), against China Properties Group Limited (“the Company”, the present appellant), a company listed in Hong Kong.  The Company was a substantial property developer and had, among other assets, a development on the Mainland known as Chongqing Global Twin Towers (“Chongqing ICC”).

6.Also involved are China Jianyin Investment Ltd (“China Jianyin”), the petitioner’s parent company, and Shanghai Jingan Concord Real Estate Co., Ltd (“JAC”), a subsidiary of the Company.

B.     The background

7.On 27 September 2017, the petitioner lent RMB1.2 billion to JAC (“the Loan”) with the Company acting as guarantor by a guarantee dated 28 September 2017. 

8.The Loan fell due on 18 February 2019 after events of default and, on 25 February 2019, the petitioner started proceedings on the loan agreement and the guarantee against JAC and the Company in the Zhejiang High People's Court (“ZHPC”).[1] That action was settled after court-sponsored mediation and a consent judgment dated 3 April 2020 was entered by the ZHPC (“the Consent Judgment”) with the Company acknowledging that it was jointly and severally liable for the debt.

9.On 21 January 2022, the petitioner issued a statutory demand in Hong Kong against the Company for a debt in the amount of RMB 713,575,530.55 (subsequently corrected for clerical error to RMB 713,082,934.17) based on the Consent Judgment.[2] It then presented a petition, amended on 6 June 2022, to wind up the Company.

10.In response, the Company applied on 7 November 2022 to the ZHPC for a retrial, seeking to set aside the Consent Judgment. That application was dismissed on 22 December 2022.  There followed further unsuccessful attempts to have the Consent Judgment set aside, namely, applications by JAC to the ZHPC on 26 June 2023 for a retrial (dismissed on 7 September 2023); and to the Zhejiang People’s Procuratorate on 23 October 2023 with a view to a retrial (dismissed on 22 January 2024).

11.Meanwhile, on 27 March 2023, China Jianyin made a public announcement (“the Announcement”) referring to certain unsuccessful proceedings which had been brought by JAC in Hangzhou and in the Supreme People’s Court against its subsidiary, the petitioner, stating that the petitioner had transferred the original “trust debt” to a third party so that it “was only conducting the proceedings on instructions”.

C.     The proceedings below

C.1   At first instance

12.While the aforesaid unsuccessful attempts were being made to set aside the Consent Judgment on the Mainland, and about two months after the Announcement, A Chan J (as A Chan JA then was) made a winding-up order against the Company dated 31 May 2023.[3]

13.The Company had sought to resist that order on two bases.  First, it applied for an adjournment to allow for a further attempt to sell Chongqing ICC by auction with a view to raising funds to pay off the Company’s debts.  Secondly, it sought to argue that the debt was disputed because JAC had a cross-claim for losses said to have been suffered due to the sale of one of its properties at an undervalue when that security was enforced.  Both grounds failed before the Judge.  The second has not been pursued and need not detain us. 

14.However, the reasons for the Judge refusing the adjournment are significant.  As his Lordship pointed out,[4] the Company had a valuation for Chongqing ICC of RMB 7,049,274,514.78, but that property was subject to liabilities and encumbrances.  On the Company’s own case, if it was sold for less than RMB 6.38 billion, the debt would not be repaid.  The petition had been issued some 15 months earlier and adjournments had been granted, enabling the Company to put forward four restructuring proposals which had all come to nothing.  The latest attempt at selling Chongqing ICC at an auction on 28 and 29 May 2023 with the starting bid set at RMB 4.9 billion, attracted not a single bid.  The Judge therefore held that there was no reasonable prospect of the debt being paid within a reasonable time.  He refused a further adjournment and made the winding-up order. 

C.2   In the Court of Appeal

15.The Company filed a Notice of Appeal to set aside that winding-up order.  The petitioner countered with a summons to strike out that Notice.  At the same time, the Company took out a summons for leave to adduce further evidence in support of its proposed appeal. The Court of Appeal ordered the two summonses to be heard simultaneously, giving directions dated 8 May 2024.

16.At the hearing which followed, with new counsel instructed,[5] the Company attempted to raise a new ground of appeal based on four items of evidence which it sought leave to adduce, namely, the Announcement; the Procuratorate Application made on 23 October 2023; a legal opinion on PRC law regarding assignments prepared by Mr Zhongda Wu; and an affirmation of the managing director of the Company, regarding those matters.[6] 

17.The Company endeavoured to argue that such evidence:

“... showed that the Debt had been assigned and the Petitioner therefore had no standing to present the winding‑up petition. This constitutes a bona fide dispute of the Debt.”[7]

18.Counsel then appearing conceded that the Company’s appeal “would have no proper basis to stand on if [the Court] rejected its application to adduce new evidence.”[8]

19.The Court of Appeal did indeed reject that application on the basis that the first limb of the Ladd v Marshall[9] requirements was not satisfied, namely, that fresh evidence should not be admitted unless “the evidence could not have been obtained at the hearing below”.[10] 

20.This was unsurprising because, contrary to the Company’s initial assertion, it was clear from the transcript of the Zhejiang proceedings on 3 April 2020 that the Company was by then well aware of the assignment.  As Cheung JA pointed out in the Court of Appeal:

“In fact, it was the Company and JAC who raised the issue that the Petitioner had assigned the Debt and had no standing to sue and they requested the Zhejiang Court to resume the proceedings. The Zhejiang Court, pursuant to this request, had fixed a date to investigate the matter but the parties then agreed to settle the dispute. The transcript revealed that Mr Wu, the lawyer for JAC and the Company, was asked by the Zhejiang Court whether he would persist with the position that the Petitioner had no right to sue and whether he would need to seek clarification from the Petitioner. The lawyer answered no and stated that he would withdraw the application concerning the Assignment and the Petitioner’s standing to sue. As a result the parties agreed to the Consent Judgment.”[11]

21.The Company therefore obviously could have adduced evidence of the assignment and its effect if it had wished to do so at the hearing before A Chan J on 31 May 2023, more than three years later.  The Court of Appeal accordingly refused to admit in evidence the four items referred to above.  It went on to strike out the Company’s Notice of Appeal without considering the merits of the assignment argument, stating:

“As the appeal by the Company is dependent upon the new evidence being accepted, our dismissal of the application to adduce new evidence means that the appeal cannot get off the ground. Mr Ho properly accepted that to be the position.”[12]

C.3   The leave application  

22.With counsel presently appearing for the Company[13] instructed in place of their predecessors, an unsuccessful application was made to the Court of Appeal for leave to appeal, modifying the proposed ground of challenge to the winding-up order.  While continuing to rely on the alleged prior assignment, this was put forward not merely as a circumstance making the debt a disputed debt, but as the basis for denying the petitioner’s standing as a creditor to issue the petition and arguing that the Court consequently lacked jurisdiction to make the winding-up order.  The Court of Appeal took a very dim view of this argument in the light of the concession previously made and dismissed the leave application.[14]

23.However, in renewing its application for leave before the Appeal Committee, the Company emphasised that it is not seeking to go back on the concession regarding the Ladd v Marshall objection.  It submitted that the available material sufficiently raises questions about the Court’s jurisdiction to make the winding-up order so that the Court is duty bound to take notice of such materials and to determine of its own motion whether the proceedings are competently brought.  The Appeal Committee decided that this issue, framed as going to the Court’s jurisdiction, ought to be considered.

D.     The Company’s case on this appeal

24.Mr Yuen SC summarised the Company’s case for setting aside the winding-up order, advancing seven propositions as follows:

(a)     The sole ground for winding-up relied on by the petitioner is that the Company “is unable to pay its debts”.[15] It relies in particular on the Company being deemed to be unable to pay its debts where a statutory demand has duly been served by “a creditor” and remains unpaid.[16]

(b)     The petitioner therefore has the burden of showing that it is a “creditor” and until that burden is discharged, there is no jurisdiction to make the winding-up order.

(c)     The Court is bound to investigate whether it has jurisdiction looking at what is apparent “on the face of the proceedings”, whether or not the point is taken by the Company.

(d)     Here, the available materials show that the petitioner is not a creditor.

(e)     Because of the assignment, the petitioner ceased to have any interest in the debt, either under Hong Kong or Mainland law.

(f)     The Company’s earlier failure to invoke the lack of jurisdiction does not prevent it from taking this point.

(g)     Once the Court determines the issue of jurisdiction in the Company’s favour, insolvency and the presence of other creditors are irrelevant matters.

25.With respect, that is an unsustainable case.

D.1   The petition debt

26.In the first place, it is essential to recognize that the debt upon which the statutory demand and petition were based was not the underlying Loan debt, but the debt constituted by the Consent Judgment. 

27.By consenting to judgment, the Company acknowledged that it was jointly and severally liable with JAC to pay to the petitioner the principal amount of RMB 1.2 billion, plus RMB 12.35 million of accrued interest, plus default interest on the aforesaid principal of RMB 1.2 billion at the rate of 24% per annum from 22 February 2019 until full repayment, together with specified sums of litigation fees and expenses.

28.As payment was not forthcoming, the petitioner took enforcement action against security provided by the Company and realised proceeds of RMB 1,444,930,866.20.  The statutory demand and the petition related to the unpaid balance of the above-mentioned sums due under the Consent Judgment after deducting the realised proceeds.  That balance, as stated in the statutory demand, stood at RMB 713,082,934.17 (the equivalent of HK$875,523,226.57). 

29.Next, it is necessary to appreciate the status of that judgment debt as recognized by the Hong Kong Court.  Applying our conflict of laws rules on foreign judgments,[17] the Consent Judgment is entitled to recognition as a final and conclusive judgment regarding the debt in question.[18]

30.There is no doubt that the ZHPC was a court of competent jurisdiction.  The Company voluntarily submitted to its jurisdiction and mounted a defence against the petitioner’s claim to enforce the Loan.[19]  It engaged in court-sponsored mediation and then submitted to the Consent Judgment pronounced by the ZHPC, which was a judgment in personam for a definite sum of money, unaffected by any possible grounds for impeachment such as fraud, public policy or want of natural justice.

31.It is also clear that the Consent Judgment is final and conclusive.  As Lord Watson explained in Nouvion v Freeman:

“... a foreign decree need not be final in the sense that it cannot be made the subject of appeal to a higher Court; but it must be final and unalterable in the Court which pronounced it; and if appealable the English Court will only enforce it, subject to conditions which will save the interests of those who have the right of appeal.” [20]

32.Thus, where a judgment is unalterable in the court which pronounced it, that judgment must be assumed to be valid unless and until it is interfered with by a higher tribunal.  The existence of a right of appeal is not enough to undermine its finality and conclusiveness.  But if an appeal is actually pending in the foreign jurisdiction, the Hong Kong court may take procedural steps, such as granting a stay of enforcement, to preserve the position of the appellant.  Nevertheless, the finality and conclusiveness of the judgment are unimpaired.

33.I note in passing that there has been some controversy[21] as to the effect in this context of a right to apply to a People’s Procuratorate under Article 216 of the Civil Procedure Law of the PRC to lodge a protest against a judgment with a view to a higher court ordering a re-trial.   Does such a right undermine the status of a judgment as final and conclusive?  As the question has not been argued, the present case is not the occasion to resolve that controversy.  I might however incidentally mention that applying the rule and practice just mentioned, if an application to a Procuratorate has actually been made, a Hong Kong court might stay enforcement of the subject judgment to preserve that party’s position, just as it might in relation to a pending appeal.[22] However, as To J in Bank of China v Yang Fan[23] pointed out, granting such a stay is quite a different matter from holding that the existence of the Procuratorate procedure itself renders a judgment not final and conclusive.  Since the People’s Procuratorate in the present case refused to intervene, that procedure does not in any event impinge upon the finality and conclusiveness of the Consent Judgment.[24]

34.The present judgment was of course by consent.  Such judgments are to be treated as final and conclusive on the merits:

“It appears clear on principle that a consent judgment should also be regarded as final and conclusive judgment on the merits. It would be absurd to regard such a judgment as less enforceable than a non-consent judgment whereas the moral and practical case for enforcing it is, if anything, higher than in the case of a non-consent judgment.”[25]

35.Moreover, the facts of the present case serve to emphasise the Consent Judgment’s finality and conclusiveness on the merits.  The Company initially resisted enforcement of the Loan debt on the merits, seeking the ZHPC’s determination of issues concerning the alleged assignment and the petitioner’s standing to sue for the debt.  However, after mediation, on 3 April 2020, the Company withdrew its application for those issues to be determined and submitted to the Consent Judgment.[26] It was only after presentation of the winding-up petition that the Company changed its mind and made applications to the ZHPC and the Procuratorate between November 2022 and January 2024 hoping to re-open the Consent Judgment.  All those applications were dismissed, confirming the finality and conclusiveness of the Consent Judgment.[27]

36.The effect of such a judgment is that it is “conclusive as to any matter thereby adjudicated upon ... and cannot be impeached for any error either of fact or of law”.[28] It follows that the Consent Judgment in favour of the petitioner conclusively establishes that the petition debt is owed to it and constitutes the petitioner a creditor of the Company.

37.The question whether a petitioner has locus standi to start winding-up proceedings in the Hong Kong court is a procedural question governed by the lex fori.[29] Acceptance of the petitioner as a creditor based on recognition of the Consent Judgment debt therefore conclusively establishes its standing to petition under Hong Kong law.

D.2   The absence of evidence

38.Given the aforesaid conclusion, the Company’s attempt to go behind the Consent Judgment and to raise purported issues concerning locus and jurisdiction must fail.  An additional reason why that is so flows from the Court of Appeal’s refusal to admit the above-mentioned items of evidence.

39.Mr Yuen SC submitted that because an issue relating to jurisdiction is involved, the Court is obliged to examine relevant materials of which it has notice to determine of its own motion whether it has jurisdiction.  The argument was that if the Court had done so, it would have concluded that the petitioner was not a creditor at the date of the petition and thus lacked standing, depriving the Court of jurisdiction to make the winding-up order.

40.Counsel was however unable to identify any such materials. Since the Company had withdrawn its challenge to the petitioner’s standing to enforce the Loan and guarantee based on a prior assignment, there was no evidence nor any findings regarding such matters emanating from the ZHPC proceedings.  Without the four items of evidence which the Company unsuccessfully sought to adduce, it is left without any evidential foundation for contending that an assignment had occurred or advancing a case as to its nature and effect.   There was nothing admissibly before A Chan J or the Court of Appeal, giving rise to any obligation to investigate the Court’s own jurisdiction.

D.3   Assignment of the underlying debt

41.Given the aforesaid conclusions, it is unnecessary to deal with the Company’s substantive contention that assignment of the underlying Loan debt resulted in the petitioner ceasing to be a creditor and lacking locus to petition.  Nor is it necessary to deal with the related argument[30] that even if the petitioner remained a creditor, it was not entitled to petition without joining the assignee as a party to the proceedings.  However, as these issues were addressed in the parties’ written cases, I will briefly consider whether, if the Company were able to rely upon those contentions, the outcome might be different.

D.3a Hong Kong law

42.Having occurred on the Mainland, the effect of the alleged assignment would be governed by PRC law.  However, no evidence of such law was before the Court.  Accordingly, in so far as consideration is to be given to the alleged assignment, the default rule stated in Brownlie v FS Cairo (Nile Plaza) LLC,[31] treating Hong Kong law as applicable, would be adopted. 

43.Crucially, the Company’s allegation is that the Loan debt was assigned by the petitioner to a third party without notice to the Company as debtor.  This gives rise to three questions.  What are the consequences in Hong Kong law of such an assignment?  Does such an assignment deprive the petitioner of the status of creditor and thus of standing to petition?  If a petition is to be presented, must both assignor and assignee be joined as petitioners?

D.3b Equitable assignment

44.The answer to the first of those questions is that an assignment without notice to the debtor (assuming consideration is given by the assignee) takes effect as an equitable assignment. 

45.Historically, while at common law choses in action were generally not assignable, both common law and equitable choses in action were assignable in equity without requiring notice to be given to the debtor.[32] Equity would, if necessary, restrain the assignor from enforcing the debt against the debtor and, to prevent duplicated actions for recovery of the same debt, it normally required an assignee who wished to enforce the assigned debt to join the assignor as party to the action against the debtor.

46.The element of notice was introduced by statute[33] for legal assignments principally to dispense with the need to join the assignor as a party.[34] Thus, an assignment under the Ordinance of the legal right to a debt enables the assignee directly to sue and give a good discharge to the debtor.

47.It nevertheless remains possible for a creditor to assign a chose in action in equity to an assignee without notice to the debtor, even if that course may be less advantageous for the assignee.  For instance, if before notice of the assignment is received, the debtor pays the assignor or obtains a release from the assignor, the debtor is discharged from liability and the only remedy of the assignee is against the assignor.  In contrast, a debtor who has received notice cannot safely ignore it.  If he pays the assignor in disregard of that notice, the assignee can require him to pay again.[35]

48.Nevertheless, as MGL points out:

“A purported immediate assignment of the legal right or title may fail for want of compliance with the requirements of the common law, or statute, as to its effective transfer. … But if valuable consideration is given, conveyance though ineffective at law is effective in equity.”[36]

D.3c Assignor’s locus to petition

49.Turning then to the second and third questions,[37] it is important to distinguish between the enforcement of an assigned debt on the one hand, and presentation of a winding-up petition on the other.

50.In Kapoor v National Westminster Bank plc, Etherton LJ explained the requirements as to parties in an action to enforce an assigned debt as follows:

“The current state of the authorities, binding on this court, is that an equitable assignee of debt is entitled in its own right and name to bring proceedings for the debt. The equitable assignee will usually be required to join the assignor to the proceedings in order to ensure that the debtor is not exposed to double recovery, but that is a purely procedural requirement and can be dispensed with by the court. By contrast, the assignor cannot bring proceedings to recover the assigned debt in the assignor's own name for the assignor's own account. The assignor can sue as trustee for the assignee if the assignee agrees, and, in that event the claim must disclose the assignor’s representative capacity. In any other case, the assignor must join the assignee, not because of a mere procedural rule but as a matter of substantive law in view of the insufficiency of the assignor’s title.” [38]

51.The position is quite different regarding a creditor’s locus to present a winding-up petition since that does not involve enforcing the debt in question.  As PO Lawrence J explained in Re Steel Wing Co Ltd:

“The main reason why an assignee of a part of a debt is required to join all parties interested in the debt in an action to recover the part assigned to him is in my opinion because the Court cannot adjudicate completely and finally without having such parties before it. The absence of such parties might result in the debtor being subjected to future actions in respect of the same debt, and moreover might result in conflicting decisions being arrived at concerning such debt. In my opinion, however, this reasoning does not apply to a winding up petition. After a winding up order has been made the Court in all cases when it is necessary will investigate, adjudicate upon, and settle the petitioner's debt as well as the debts of the other creditors. In the case of an assignee of part of a debt the Court in adjudicating upon his claim can and will do so in the presence of the persons entitled to the remainder of the debt, and the rights of all parties interested in the debt will be completely and finally settled once and for all.”[39]

52.Consequently, an equitable assignor has locus to petition.  After citing the aforesaid passage, Lord Hoffmann in Parmalat Capital Finance Ltd v Food Holdings Ltd, elaborated as follows:

“In other words, a winding-up order does not affect the legal rights of the creditors or the company. It only puts into effect a process of collective execution against the assets of the company, for the benefit of all creditors. In the course of that process, the rights of creditors may have to be determined. But such a determination is not necessary at the stage when the order is made. An equitable assignor therefore has a sufficient interest without joining the assignee.” [40]

53.It follows that the Company’s argument that assignment of the Loan debt to a third party without notice to the debtor negated the petitioner’s status as a creditor and deprived it of locus to petition is untenable.

E.     Lack of standing vs lack of jurisdiction

54.It would be appropriate to dispel any confusion concerning lack of locus and lack of jurisdiction.  The Company’s argument has throughout been that the Court’s lack of jurisdiction is the inevitable consequence of the proposed conclusion that the petitioner did not have the status of creditor. That suggestion is unsound. 

55.There may of course be cases where a court acts without jurisdiction so as to render its decision a nullity.  An example is the case of Hip Hing Timber Co Ltd v Tang Man Kit,[41] where it was held that the Court of Appeal acted without jurisdiction since it was not validly constituted when it purported to issue an order finally disposing of a case while sitting as a two-member bench, contrary to the High Court Ordinance’s requirement for a three-member court in such circumstances.

56.Cases like the present do not fall within such territory.  CWUMPO, section 176 confers jurisdiction on the Court of First Instance to wind up any company.  The Court accordingly has jurisdiction to determine all issues bearing on whether a winding-up order should be made.  A decision that a petitioner is not a creditor goes to standing, as Lord Brightman noted in Perak Pioneer Ltd v Petroliam Nasional BHD:

“It is clear that a person, who is not a creditor of the company at the time when the petition is presented anddoes not fulfil any other of the qualifications mentioned, has no status to present a petition.” [42]

57.A winding-up order is frequently resisted on the basis that a petitioner is not a creditor because the debt relied on is bona fide disputed on substantial grounds.  Such a dispute plainly goes to standing and not to the court’s jurisdiction.  Normally, if the debt is so disputed, the court will dismiss the petition and leave the creditor first to establish his claim in an action.  But that is a rule of practice and not a rule of law.

58.As Lord Hoffmann explained in the Parmalat case:

“The main reason for this practice is the danger of abuse of the winding-up procedure. A party to a dispute should not be allowed to use the threat of a winding-up petition as a means of forcing the company to pay a bona fide disputed debt. This is a rule of practice rather than law and there is no doubt that the court retains a discretion to make a winding-up order even though there is a dispute ...”[43]

59.In Alipour v Ary, Peter Gibson LJ added that the reason for that rule of practice is “essentially pragmatic”:

“The vast majority of petitions to wind up a company are creditors' petitions. The Companies Court procedure on such petitions is ill-equipped to deal with the resolution of disputes of fact. There are no pleadings, there is no discovery and there is no oral evidence normally tolerated on such petitions, even though no doubt pleadings and discovery could be ordered and oral evidence received, and the Companies Court like any other court is perfectly capable of determining such disputes.” [44]

60.Underlining the point that the standing of a petitioner as creditor goes to locus rather than jurisdiction is acceptance of the court’s discretion in exceptional cases to permit the petitioner to proceed notwithstanding that the debt is disputed on substantial grounds.  Such discretion has been exercised in cases where the petitioner “has a good arguable case that he is a creditor and the effect of dismissal would be to deprive the petitioner of a remedy or otherwise injustice would result or for some other sufficient reason”.[45]

61.Accordingly, any errors made by a court in relation to questions of locus standi are matters for appeal and do not deprive the court of jurisdiction.  As Lord Millett explained in Mulkerrins v PricewaterhouseCoopers:

“As between the parties to a judicial decision, however, it does not matter whether the decision is right or wrong. As I observed in Crown Estate Commissioners v Dorset County Council [1990] Ch 297, 305 res judicata (or to give it its full name estoppel per rem judicatam) is a form of estoppel which gives effect to the policy of the law that the parties to a judicial decision should not afterwards be allowed to relitigate the same question, even though the decision may be wrong. If it is wrong, it must be challenged by appeal or not at all. As between themselves, the parties are bound by the decision, and may neither relitigate the same cause of action nor reopen any issue which was an essential part of the decision.”[46]

F.     Costs

62.At the hearing, Mr Laurence Li SC,[47] applied for the costs of the appeal to be taxed on an indemnity basis and certified fit for three counsel.  Additionally, reflecting the orders made by the Court of Appeal,[48] he sought directions that the funders of this appeal be named with a view to such funders being ordered to pay the costs to the petitioner.  Mr Yuen SC did not agree to those directions.  While he did not seek to resist an order as to costs, he submitted that it should not be on an indemnity basis and that they should be certified fit for two instead of three counsel. 

63.The Court reserved its costs determination and directed that the parties should, if possible, agree upon the terms of a draft order, including any directions in relation to the funders of the litigation. We have now been informed that the parties are unable to agree upon a draft order as to costs. 

64.The respondent has submitted a draft which relevantly provides as follows:

“1. The Appeal be dismissed.

2. The persons who instigated or funded or are funding this appeal, namely Jia Tao, Wang Zhirong, Wong Sai Wa, Concord Oil (Hong Kong) Limited, Yu Ling Ling and Ho Man Yi (collectively, the “Funders”), be joined as parties to this Appeal for the purposes of costs only.

3.     The Funders do pay the Respondent’s costs of and occasioned by the Appeal, including the costs of the Appellant’s application for leave to appeal in FAMV 111/2025, to be taxed on an indemnity basis if not agreed, with certificate for three counsel.”

65.The appellant’s competing version as submitted provides as follows:

“1. The Appeal be dismissed.

2. The persons who instigated or funded or are funding this appeal, namely Jia Tao, Wang Zhirong, Wong Sai Wa, Concord Oil (Hong Kong) Limited, Yu Ling Ling and Ho Man Yi (collectively, the “Funders”), be joined as parties party to this Appeal for the purposes of costs only.

3. The Funders do pay the Respondent’s costs of and occasioned by the Appeal, including the costs of the Appellant’s application for leave to appeal in FAMV 111/2025, to be taxed on an indemnity basis if not agreed, with certificate for three two counsel.”

66.The evident differences are that in the appellant’s draft:

(a)     the word “instigated” has been struck out, leaving the word “funded”;

(b)     the names of the funders listed by the respondent for joinder as parties have been struck out except for one Wong Sai Wa;

(c)     the provision is for costs to be paid by the “Funders” [sic], but not on an indemnity basis; and

(d)     certification is for two rather than three counsel.

F.1    Indemnity costs and certificate for counsel

67.The points in paragraphs (c) and (d) above can first be disposed of. 

68.In the light of the unsustainability of the appellant Company’s case as is apparent in these reasons, and it having been unnecessary for the respondent to be called upon, I would order that the costs of and occasioned by this appeal be paid to the petitioner on an indemnity basis by the person or persons to be determined as hereinafter provided.

69.I would certify such costs to be fit for two counsel as this appeal was not so complex or demanding as to warrant instructing three counsel.

F.2    Costs against funders and instigators

F.2a  The practice in the Court of Appeal

70.The issues underlying paragraphs (a) and (b) above, namely, the position as to costs where an insolvent company seeks to mount an appeal, or loses an appeal, against a winding-up order, require more detailed consideration.

71.It has long been accepted in principle that where an insolvent company loses such an appeal, as Le Pichon JA put it in Re S Y Engineering Company Limited:

“... it is not just that any costs occasioned by an unsuccessful appeal from a winding-up order should be thrown upon the assets to the prejudice of the creditors”.[49]

72.To prevent such an outcome, the practice has developed whereby the Court of Appeal will entertain an application for security for costs to be provided by a source outside the insolvent company where an appeal against the winding-up order is mounted in the name of the company as the sole appellant.  As Cozens-Hardy MR stated in In re Consolidated South Rand Mines Deep Ltd:

“... though the company had a right to appeal, it ought only to be allowed to do so upon the terms of finding, not from the company’s fund but from some outside source—the directors or shareholders who were at the back of the appeal—security, and not merely nominal security, but indemnifying security against the costs of the appeal.”[50]

73.And in In re Photographic Artists’ Co-operative Supply Association, Cotton LJ held that:

“... where an order has been made for winding up a company on the ground that it cannot pay its debts, and the company alone appeals, there as a general rule security for costs ought to be ordered.”[51]

74.That practice has been adopted in Hong Kong.[52] There is clearly jurisdiction for the Court of Appeal to make costs orders against non-parties.  As Cheung JA pointed out in Penta Investment Advisers Limited v Allied Weli Development Limited (formerly known as Hennabun Capital Group Limited),[53] section 52A(1) and (2) of the High Court Ordinance[54] provide for this where the court is satisfied that it is in the interests of justice to do so.  As his Lordship noted,[55] the Court also has power to order a party to proceedings or the solicitors on the record to disclose to the other party the names of those who have financed the litigation on the basis that such a power inherently exists to make the remedy effective.

75.However, the Court of Appeal’s practice of requiring non-parties to provide security for costs before the hearing is not based on statute.  While section 905 of the Companies Ordinance[56] empowers the court to grant security for costs, it applies only in cases where a company is the plaintiff in an action or other proceedings and there is reason to believe that it will be unable to pay the defendant’s costs if the defendant succeeds in the defence.  Similarly, Order 23 of the High Court Rules[57] caters for obtaining security from a plaintiff resident outside the jurisdiction or where, for other specified reasons, it is just to order such security.   Those provisions do not address compulsory orders for security for costs involving insolvent companies in the situation presently being discussed.

76.Under the existing practice, who should be ordered to provide the security?  And where no security (or insufficient security) has been ordered, who ought to pay the costs of the successful respondent if the company loses the appeal? 

77.As we have seen, Cozens-Hardy MR suggested in Consolidated South Rand Mines that “the directors or shareholders who were at the back of the appeal” might appropriately be held responsible.[58] In the same case, Buckley LJ stated that the costs should come from “the persons who really promoted the appeal and standing behind the company, as a corporation, asserted a right in the corporation to discharge the compulsory winding-up order.”[59]

78.The emphasis is therefore on holding those who promoted or engineered prosecution of the appeal responsible for the costs.  Of course, if they had funded the company’s appeal, they would fit the bill.  But the persons to be held responsible are not confined to persons providing the funds for the appeal.  It may be, for instance, that the promoters of the appeal used the company’s funds or resources other than their own for that purpose.  In such cases, those held responsible for the costs may be “instigators” without necessarily being “funders” of the appeal.

79.A good example of such a case is 佛山市順德區金鳳製衣有限公司v First Dragon Fashion (Hong Kong) Ltd, where Kwan JA noted that the court below had held that opposition to the winding-up of the company for inability to pay its debts was “outrageous and amounted to abuse of proceedings”.[60] Her Ladyship held that security in the nature of an indemnity for the costs of the proposed appeal should be ordered against a named individual who, while not a director or shareholder, “had played a major role in defending the petition, having made 11 affirmations in all ... [being] the only one giving affidavit evidence for the Company”.  She held that security should be sought from that individual as well as the company’s directors and shareholders, directing that the appeal should be stayed until security was provided and dismissed in default thereof.[61]

F.2b  The proceedings regarding costs in the Court of Appeal

80.As previously noted, on 18 March 2025 the Court of Appeal refused the Company leave to adduce fresh evidence and struck out its Notice of Appeal.  It ordered the costs to be paid to the petitioner on an indemnity basis and gave directions regarding the petitioner’s application for payment of such costs to be ordered “against the funder of the present proceedings”.[62]

81.On 15 April 2025, the Company applied to the Court of Appeal for leave to appeal to this Court.  Prior to the hearing of that application, the Court of Appeal issued directions dated 7 May 2025 in respect of the costs of the concluded appeal.[63] Those directions included orders requiring the Company and its solicitors to “provide the name(s) and address(es) of the person(s) who instigated or funded or are funding this Appeal” (referred to as “the Funders”); that the Funders be joined as parties to the Appeal for the purposes of costs only; that the costs order previously made should be varied to require the Funders to pay to the petitioner all costs of and occasioned by the Appeal (and ancillary applications) on an indemnity basis certified fit for two counsel to be summarily assessed and payable forthwith. 

82.Since the Funders had not yet been heard, the directions went on to provide that “[the] issues of whether and what costs should be ordered against the Funders (and if so, which of the Funders), the amount on summary assessment, and the apportionment (if any) of such amount between the Funders, be determined on paper, unless either party applies to attend a hearing at which the Court shall consider the matter further”.

83.The Company’s application to the Court of Appeal for leave to appeal was subsequently dismissed on 8 July 2025, with that Court issuing the same directions as aforesaid, requiring the funders of that leave application to be identified and joined for the purposes of the costs thereof.[64]

84.A series of letters[65] were written by the Company’s solicitors, Lo, Wong & Tsui (“LW&T”), to the petitioner’s solicitors, YTL LLP, in which the following disclosures regarding the proceedings in the Court of Appeal were made, namely:

(a)     That the appeal which had been struck out had been instigated by Wong Sai Chung as authorised by the Company’s board of directors; and funded by Wong Sai Wa, with payments made by Concord Oil (Hong Kong) Limited, Yu Ling Ling, and Ho Man Yi into the solicitors’ client account to fund the appeal.

(b)     That the unsuccessful leave application had been instigated by Jia Tao and Wang Zhirong and funded by Wong Sai Wa, with payments again made by Concord Oil (Hong Kong) Limited, Yu Ling Ling, and Ho Man Yi into the solicitors’ account, although such funds were said to have “ultimately derived from Wong Sai Wai”.

(c)     That the above-mentioned persons had addresses in Hong Kong and Chengdu.

85.On 18 December 2025,[66] the Court of Appeal summarily assessed the costs of the dismissed appeal at $2,100,000 to be paid in accordance with its orders of 7 May 2025.  It also varied its order dated 8 July 2025, directing that the funders should pay an additional $500,000 by way of indemnity costs in respect of the failed leave application, together with disclosure of the names and addresses of such funders.

F.2c  The proceedings regarding costs in this Court

86.The Appeal Committee granted leave to appeal by its Determination dated 9 June 2026.[67] Aware of the orders made below in respect of the instigators and funders of the litigation, the Appeal Committee indicated at the hearing that the parties were at liberty to apply for directions in that regard before a single Permanent Judge.

87.In accordance with Practice Direction 2.3[68]:

“2. Whenever the Appeal Committee grants leave to appeal it shall be taken (unless expressly otherwise ordered) to be granting leave in respect of each respondent by an Order of the date when such leave was granted ... upon the terms of the Standard Order set out in Schedule 1 without the necessity for further separate orders ...”

88.The Standard Order in the present case, dated 9 June 2026, materially provided as follows:

2.      Leave to appeal to the Court of Final Appeal be granted to the Applicant on condition that the Applicant do within 14 days from the date of this Order pay into Court the sum of HK$400,000.00 (or such alternative sum or form of security provided in such manner as may be agreed by the parties within 7 days from the date of this Order in accordance with paragraph 3 of this Order) as security for the due prosecution of the appeal and payment of all such costs as may become payable to the Respondent in the event of the appeal being dismissed ...

3.     In the event of the parties reaching agreement as to an alternative sum and/or form of security as referred to in paragraph 2 of this Order, such agreement shall be recorded in a joint letter filed with the Registrar, signed by the parties' solicitors, setting out the conditions agreed and making reference to this Order by its date and FAMV number.

4.     In the event that any one of the parties wishes to apply for a variation to the Standard Order regarding the provision of security where no agreement is reached between the parties as to the proposed alternative, the party seeking the variation may apply by summons to a single Permanent Judge within 10 days from the date of this Order for the alternative Order sought, accompanying the summons with written submissions in support. The other party or parties shall be at liberty to file written submissions opposing such application within 7 days of service of the said summons and written submissions. Such application will be dealt with by a single Permanent Judge on the papers unless otherwise directed.

5.     Upon due compliance with the condition regarding the provision of security as hereinbefore provided, the Company should apply for final leave in accordance with Rule 13 of the Hong Kong Court of Final Appeal Rules and, upon the Registrar certifying such compliance by letter to the parties, final leave shall be deemed to be granted by the Court on the date of the said letter without further order.

6.     In default of the Company complying with the aforesaid condition as to the provision of security within 3 months from the date of this Order, leave for further elaboration on application for leave to appeal granted in paragraph 1 above shall be rescinded and the Application for Leave to Appeal shall stand dismissed with costs to the Respondent to be taxed if not agreed, without further order.

89.Pausing here, it may be noted that provision of security in the sum of $400,000 in accordance with section 25 of the Court’s statute (“Cap 484”)[69] is required by paragraph 2 of the Standard Order as a condition of obtaining final leave to appeal (paragraph 5) and, in default of such security the leave conditionally granted is rescinded (paragraph 6).  It should also be noted that paragraph 3 caters for the parties reaching agreement as to an alternative sum, without restricting the amount of such sum.

90.On 22 June 2026, the Company paid $400,000 into court as security for the due prosecution of the appeal and payment of such costs as may become payable to the respondent in accordance with the Standard Order. 

91.In anticipation of the application to a single Permanent Judge which had been mentioned at the leave hearing, the parties agreed to a consent summons dated 15 July 2026 which provided that the Company would, through LW&T “provide the name(s) and address(es) of the person(s) who funded or are funding the Company’s Final Appeal on behalf of the Company (the ‘Funders’) within 7 days from the date of the Order to be made” and that the Company would “procure the Funders to give further security for the costs of the Final Appeal, by making a top-up payment of $1,000,000 into court .... in addition to the $400,000 already paid into Court on 22 June 2026 as security for costs”.

92.On 22 July 2026, the parties appeared before Mr Justice Lam PJ in connection with directions in relation to the possible liability of, and security to be given by, any instigators or funders regarding the costs of the impending appeal.  During that hearing, the Court was informed by those representing the Company that the instigators and funders of the appeal were the same persons as had been identified below.  His Lordship declined to make any orders on the basis of the consent summons since he considered it doubtful whether the Court had power to order security against non-parties in an amount exceeding $400,000.  In the event, despite the parties’ mutual agreement, the additional $1,000,000 by way of security was not provided.

G.     Costs regarding instigators and funders in this Court

G.1   The issues

93.Three issues as to the position of instigators and funders regarding costs in the Court of Final Appeal merit consideration. It is convenient to take them in the following order:

(a)     Where an insolvent company has mounted an unsuccessful appeal against a winding-up order, does the Court have power when dismissing the appeal to order the costs of and occasioned by the appeal to be paid to the respondent by non-parties comprising the instigators and/or funders of the appeal in lieu of the Company? (“the payment of costs issue”)

(b)     Prior to the hearing of the appeal does the Court have power to order such non-party instigators and/or funders to furnish security for the costs of the appeal?  If so, are there any constraints on the exercise of such power? (“the security for costs issue”)

(c)     If the non-party instigators and/or funders of the appeal should agree with the respondent to provide security for costs by consent, is the Court subject to any constraints against making a consent order embodying such agreement? (“the consent order issue”)

G.2   The payment of costs issue

94.In my view, where an appeal against a winding-up order brought in the sole name of an insolvent company is dismissed, the Court clearly has power to order the costs of and occasioned by that appeal to be paid to the respondent by the instigators and/or funders of the appeal rather than out of the company’s assets. 

95.Section 17(1) of Cap 484 authorises the Court, on disposing of the appeal, to “make such other order in the matter, including any order as to costs, as it thinks fit”.  Moreover, section 17(2) authorises the Court “for the purpose of disposing of an appeal ... [to] exercise any powers of the court from which the appeal lies”.  As we have seen, the Court of Appeal has power under section 52A(2) of the High Court Ordinance to make an order awarding costs against a non-party if it is satisfied that it is in the interests of justice to do so.  By virtue of section 17(2), that power is exercisable by the Court of Final Appeal and is applicable to instigators and funders.

96.As A Chan J noted in refusing a further adjournment, the Company was very heavily insolvent.  There is no suggestion that its condition has improved.  Plainly, upon dismissing the present appeal, it is appropriate for the Court to apply the principle that liability for the costs of and occasioned by the appeal should not be thrown upon the Company’s assets to the prejudice of the creditors. 

97.Paragraph (c) of the appellant’s draft order deleting “instigator” should be rejected.  The LW&T letters[70] confirmed the existence of instigators including Wong Sai Chung and the Company’s board of directors in respect of the intermediate appeal; and Jia Tao and Wang Zhirong in relation to the failed leave application.  The Court’s order should therefore encompass both instigators and funders in relation to the present appeal.

98.The deletion in paragraph (d) of the appellant’s draft order of the names of funders other than Wong Sai Wa has not been explained.  It is true that the LW&T letters[71] identify Wong Sai Wa as a funder and he should thus be joined as a party for the purposes of costs.  However, the LW&T letters also state that Wong Sai Chung provided funding[72] and that payments were made by Concord Oil (Hong Kong) Limited, Yu Ling Ling, and Ho Man Yi into the solicitors’ client account to fund the unsuccessful intermediate appeal and the failed leave application.[73] This makes those persons at least prima facie funders.  While it was said that such funds “ultimately derived from Wong Sai Wa”, it is unclear what that means.  It suggests some arrangement between Wong Sai Wa and those other persons inter se, but that does not exclude them from being joined as funders alongside Wong Sai Wa for the purposes of costs.

99.In naming the aforesaid instigators and/or funders, the letters from LW&T were of course addressing the position in the Court of Appeal.  However, solicitors instructed on the Company’s behalf represented to Mr Justice Lam PJ at the hearing concerning security for costs in the present appeal that the funders were the same.  It is therefore appropriate in the light of the Court of Appeal’s findings to order the above-mentioned persons be joined as parties for the purposes of the costs of the present appeal.

100.In accordance with the aforesaid principle, the instigators and/or funders thus joined as parties (“the joined parties”) may properly be ordered to be jointly and severally liable to pay the respondent’s costs of and occasioned by this appeal, to be taxed on an indemnity basis if not agreed, certified fit for two counsel.  This must, however, be subject to the joined parties being given the opportunity to be heard.  They should thus be given liberty, if so advised, to lodge submissions in writing showing cause why any of them should not be made so liable.  Such submissions should be lodged within a specified period, in default of which, the order that the joined parties be held liable for the costs should stand as absolute without further order.

G.3   The security for costs issue

101.The provisions of Cap 484 provide the starting-point for this discussion.  They prescribe the giving of security for costs as a condition for the grant of leave to appeal.   By section 23(1), no appeal may proceed without leave to appeal either from the Court of Appeal or the Court.  Section 25(1) empowers the Court or the Court of Appeal to grant such leave subject to such conditions as it considers necessary.  Sections 25(2) to (4) and 25(6) go on to lay down conditions for the grant of leave, including the giving of security, relevantly providing as follows:

(2)     Without restricting the generality of subsection (1) leave granted under subsection (1) may be granted—

(a)     upon a condition that the appellant shall enter into good and sufficient security, for the due prosecution of the appeal, and the payment of all such costs as may become payable to the respondent in the event of the appeal being dismissed for non-prosecution, or of the Court ordering the appellant to pay the respondent’s costs of the appeal; …

(3)     The security required under subsection (2)(a) shall—

(a)     be entered into within a period to be fixed by the Court of Appeal or the Court, but not exceeding 3 months from the date on which the application for leave to appeal is granted; and

(b)     be to the satisfaction of the Court of Appeal or the Court in a sum not exceeding $400,000 in respect of each respondent.

(4)     The Court of Appeal or the Court, as the case may be, may vary any conditions it has imposed under this section in such manner as it considers fit.

...

(6)     Without prejudice to subsection (2) the Court of Appeal or the Court, as the case may be, may when granting leave under subsection (1) impose a timetable on any party for the prosecution of the appeal and may either on the application of a party or of its own motion vary that timetable.

102.As noted in Section F.2a above, the practice which has developed in the Court of Appeal for ordering instigators and funders of appellant insolvent companies to provide security is not based on statute. In contrast, Cap 484 contains the above-mentioned provisions specifically dealing with security for costs as a condition of granting leave to appeal.  Do those provisions affect or circumscribe the Court’s power to order security from non-parties?

103.As previously noted, those provisions are concerned with laying down conditions which must be satisfied for the grant of leave to appeal.  They are accordingly aimed at the party seeking leave to appeal, ie, the applicant in the leave application and, where leave is conditionally granted, the appellant.  This is clear from section 25(2)’s references to “the appellant” and to section 25(6)’s reference to “any party”.  They do not include non-parties within their compass. 

104.It is therefore clear that section 25 itself does not provide a basis for ordering non-party instigators and/or funders to provide security for the costs of the appeal, and certainly not as a condition for the grant of leave.

105.However, in my opinion, it is reasonably arguable that section 25 does not exclude adopting in parallel the non-statutory practice accepted in the Court of Appeal of requiring instigators and funders of appeals against a winding-up order by an insolvent company to provide security for costs.    Having accepted that upon dismissal of an appeal, the Court has power, by virtue of section 52A of the High Court Ordinance and section 17 of the Court’s statute, to order costs to be paid by non-parties where justice requires, it is not a far stretch to hold that the Court has power to promote effective enforcement of a potential order for such payment by requiring security beforehand.  It is also reasonably arguable, consistently with ensuring effectiveness of such an order that provision of security may be made a condition of allowing the Company’s appeal, which is, after all, instigated and/or funded by such non-parties, to proceed. 

106.If such a power to order security against non-parties exists, would section 25 place any constraints on its scope?  More particularly, does the maximum of $400,000 prescribed by section 25(3)(b) suggest that the amount of security for costs against instigators and/or funders should be similarly restricted?

107.The Court has been receptive towards applications to reduce or waive the requirement for security in cases where its strict application is likely to stifle what may be an appeal of public importance.  It has construed section 25(3) as setting a maximum but not any minimum amount. This is how applications for variation under paragraph 4 of the Standard Order have been approached.  It has conversely been considered impermissible to order security in a sum exceeding the $400,000 ceiling even where it is quite obvious that the likely costs will significantly exceed that amount.

108.Given that approach, it would be difficult to contend that, when applying a parallel non-statutory practice for ordering security for costs against a non-party, such a person may be required to provide a greater sum of security than may be required of a party-applicant as a condition for permitting an appeal to proceed.  The practice adopted in the Court of Appeal is not so constrained since it does not operate in the context of any statutory regulation of security for costs.  But here, one must take into account a statutory maximum prescribed in mandatory terms.

109.Looked at purposively and in the overall statutory context, it is quite understandable why it may have been thought that a ceiling on security for costs should be prescribed at the final appellate level.  Such appeals can only be brought with leave.[74] Thus, cases permitted to proceed on appeal have been vetted and are cases where (in civil cases) “the question involved in the appeal is one which, by reason of its great general or public importance, or otherwise, ought to be submitted to the Court for decision”.[75] In other words, they are cases which the Court considers ought to be determined at final appellate level.  It is therefore understandable as a matter of policy, that a requirement for security for costs as between the parties should not stifle such an appeal.  Those policy considerations are not applicable in the Court of Appeal.

110.Having said that, it remains important to balance the public interest in having important appeals determined against the interest of the respondent to be protected by a meaningful award of costs in the event that the appeal is dismissed.  The $400,000 limit was set in 1997. It is highly plausible to assert that even then, that amount could not realistically have been expected to cover the actual costs of successfully defending an appeal.  Judicial notice may be taken of the likelihood that inflation over the intervening 29 years and the upward trajectory of legal costs mean that the successful respondent is potentially even more greatly disadvantaged by the low maximum.  Of course, there may be respondents who are well-resourced and susceptible to enforcement of costs orders in full.  But in situations like the present, where the appeal is brought in the name of an insolvent company, the instigators and funders of the appeal may not be easily amenable to such enforcement, leaving the company’s assets unjustly exposed at the expense of its creditors.

111.It would therefore be timely for the Chief Executive in Council to exercise the power under section 25(5) of Cap 484 to increase significantly the maximum amount of security specified in section 25(3)(b) to reflect more realistically present levels of likely legal costs.  The public interest against stifling important appeals could be safeguarded by judicious orders waiving provision of security in deserving cases.  It would also be appropriate for the Ordinance to be amended to make it clear that there is power in the Court of Final Appeal to require security for costs to be provided by non-parties.

G.4   The consent order issue

112.It may be helpful for future reference to consider the position regarding consent orders for additional security for costs.  For my part, I can see no objection in principle to the Court granting an order by consent that an instigator or funder should provide security for costs in any agreed amount. 

113.As we have seen, the maximum sum of $400,000 is prescribed as part of the conditions for granting leave to appeal under Cap 484, sections 25(2)(a) and 25(3)(b).  It is a compulsory measure, the sanction for non-compliance being rescission of the order granting leave, as provided for by paragraph 6 of the Standard Order.  As discussed above, because it is couched in mandatory terms, it has been the Court’s practice to consider it impermissible within the statutory scheme to require a higher amount of security as a condition for the grant of leave.

114.However, where a party or relevant non-party voluntarily consents to the provision of additional security without any compulsion and such payment is not made to satisfy a condition for leave to appeal, sections 25(2)(a) and 25(3)(b) are not engaged and the maximum sum is inapplicable.  That appears, for instance, to have been the position regarding the consent summons prepared by the Funders and the petitioner in the present case.  Leave to appeal had been granted on 9 June 2026, the Standard Order having been issued on the same date. The Company filed a notice of payment of $400,000 into court on 22 June 2026.  The consent summons was dated 17 July 2026, and thus was lodged after leave to appeal had been granted and the condition of payment into court had been satisfied.  The $400,000 maximum prescribed under section 25(3)(b) was not engaged in relation to the additional $1,000,000 proposed by consent.

I.     Disposal of this appeal 

115.I would accordingly make the following orders in disposing of this appeal, namely, that:

(a)     The following persons be joined as parties to this appeal for the purposes of costs, namely, Wong Sai Wa, Wong Sai Chung, Concord Oil (Hong Kong) Limited, Yu Ling Ling, Ho Man Yi, Jia Tao and Wang Zhirong and the persons who were members of the Company’s board of directors at the time when the appeal was mounted (collectively “the joined parties”).

(b)     Subject to the paragraphs of this Order which follow, the joined parties be jointly and severally liable for payment of the aforesaid costs as instigators and/or funders of the appeal.

(c)     There be liberty to the joined parties and each of them to lodge submissions in writing showing cause why they or any of them should not be held so liable. 

(d)     That such submissions be lodged within 14 days of the date of this judgment with liberty to the respondent to lodge submissions in reply within 14 days thereafter, to be dealt with by the Court on the papers unless otherwise directed. 

(e)     In default of the joined parties lodging such submissions within the time limited, the aforesaid order making them jointly and severally liable for the costs should stand as absolute without further order.

Mr Justice Fok PJ:

116.I agree with Mr Justice Ribeiro PJ’s Reasons for Judgment.

Mr Justice Lam PJ:

117.I agree with Mr Justice Ribeiro PJ’s Reasons for Judgment.

Mr Justice KeaneNPJ:

118.I agree with Mr Justice Ribeiro PJ’s Reasons for Judgment.

Chief Justice Cheung:

119.Accordingly, the Court unanimously dismissed the appeal at the conclusion of the hearing.  It further makes the orders set out in the final paragraph of Mr Justice Ribeiro PJ’s Reasons.

Mr Rimsky Yuen SC and Mr Martin Kok, instructed by Lo, Wong & Tsui, for the Appellant/ Company

Mr Laurence Li SC, Mr Keith Chan and Mr Jonathan Fung, instructed by YTL LLP, for the Respondent/ Petitioner