Wealth Link Credit Co Ltd v. Leung Wai Man Raymond also known as Raymond Wai Man Leung and Another

HCA 1232/2025

[2026] HKCFI 5766

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 1232 OF 2025

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BETWEEN

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REASONS FOR DECISION

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1.At the conclusion of the hearing, I dismissed the Defendants’ appeal and summons with costs taxed on indemnity basis summarily assessed at HK$230,000. These are my reasons.

2.This is a money lender’s action. The Plaintiff (“P”) seeks the repayment of the balance of the loan made to the 1^st and 2^nd Defendants (respectively “D1” and “D2”, together “Ds”) as co-borrowers (“the Loan”), who are husband and wife, and to enforce the Legal Charge securing the Loan (“the Legal Charge”) charging 2 properties both registered in the joint names of Ds respectively known as Apartment B1 on 15^th Floor of Block B, and Car Parking Space No. B104 on the Upper Ground Floor of Block B, both of Greenville Gardens, No. 15 Shiu Fai Terrace (together “the Properties”).

3.The loan agreement providing for the Loan (“the Loan Agreement”) and the Legal Charge are both dated and were signed on 24 April 2025 when on that day the loan amount was advanced to Ds. The Loan was in the sum of HK$15,000,000 and for a term of 12 months. Interest was said to be 12% per annum, payable monthly on the 24^th day of each calendar month in the amount of HK$150,000 per month, with the first payment due on 24 May 2025. The principal of HK$15,000,000 was to be repaid together with the last instalment of interest on 24 April 2026.

4.It is common ground that of the loan amount of HK$15,000,000, HK$13,734,000 was used to settle the then outstanding loan amount, interest and expenses in respect of an earlier loan made by P to D1 (“the Previous Loan”).

5.It is not disputed that Ds defaulted the first payment of interest on 24 May 2025, and that despite demand by P’s solicitors’ letter dated 6 June 2025 demanding upon default the repayment of the principal with interest up to 6 June 2025 totalling HK$15,216,986.30, Ds failed to make any payment to P.

6.Upon Ds’ failure to file their Defence, P by summons dated 26 September 2025, and pursuant to O.83A r.4 and O.88 r.6, sought leave to enter default judgment for the amount due and vacant possession of the Properties.

7.Ds respectively filed their affirmations to oppose, both dated 22 December 2025. Both affirmations are short.

8.In D1’s affirmation (“D1-1^st”), he said he was making three “complaints” which would make P not entitled to obtain “an order for sale of the Properties”, the latter two of which related to the Previous Loan:

(a)  P “misled” him and D2 that D2 was not only entering the Loan Agreement as a co-borrower, but D2 “was induced” to charge her half share in the Properties, and P and its solicitors had not explained to them that D2 had to charge her share in the Properties.

(b)  P should not have “deducted” HK$160,000 “from [D1’s] Previous Loan and paid the same to the said Mr Wong as his referral fee/service charge”.

(c)  Despite having repaid the Previous Loan, the earlier Legal Charge has not been discharged by P (which in fact has been discharged later).

9.In D2’s affirmation, while she deposed in paragraph 6 that “In respect of the Legal Charge, the Plaintiff and their solicitors had explained to us that due to my role as one of the borrowers, I also had to sign on the Legal Charge” (my emphasis), she then deposed in paragraph 8 that “The Plaintiff had misled both my husband and I that I was not only entering into the Loan Agreement as a co-borrower, but was also induced to pledge my share and interest of and in the Properties to the Plaintiff”.

10.I note at this juncture that

(a)  the exact allegation made by D2 seems to be that the signing of the Legal Charge had been explained to her, but she was “misled” and “induced” into pledging her share in the Properties; however, there was no allegation that anyone has misrepresented the effect of the Legal Charge to her such that there was an allegation that she thought she was signing something else when she was signing the Legal Charge; and

(b)  despite the seriousness of the allegations, both Ds did not give any particulars or details whatsoever regarding how, where and by whom of P they were allegedly “misled” and “induced” into having D2 “pledging” her share and interest in the Properties.

11.It is also pertinent to note at this juncture, as is undisputed, that D1 has been a practicing barrister for around 50 years.

12.After a contested hearing and on 8 April 2026, Master Patrick Siu ordered, among others, default judgment be entered against Ds for HK$15,764,383.56 with interest at the daily rate of HK$4,931.51 from 26 September 2025 until payment and for the delivery of vacant possession of the Properties in the usual terms, with costs of the action to be summarily assessed on indemnity basis.

13.Ds now appeal against that order by their Notice of Appeal dated 21 April 2026.

14.They also belatedly filed a summons on 6 October 2026 (2 days before this hearing) (“Ds’ Summons”) applying for (a) leave to adduce new evidence in the form of the 2^nd Affirmation of D1 and the Affirmation of Liu Man Kwong (respectively “D1-2^nd”, “Liu” and “Liu 1^st”, the 2 affirmations together “the New Affirmations”), (b) leave to file their Defence per the draft attached, and (c) abridgment of time for service of Ds’ Summons.

15.Ds’ summons is opposed by P. At the hearing, both parties agreed to the course proposed by the Court that the New Affirmations would be read de bene esse and Ds’ Summons would be decided together with Ds’ appeal.

16.The following relevant principles are trite and not disputed. This appeal would be conducted by way of a hearing de novo. In considering whether to grant leave to enter default judgment under O.83A r.4 or O.88 r.6, the Court approaches it akin to an O.14 application. The burden is on the plaintiff to justify that he is entitled to judgment. Once this is prima facie demonstrated on the evidence, it is then up to the defendant to show that he does have a defence or defences to the claim, or there are some other good reasons that the matter should go to trial. The principles guiding the determination as to whether an arguable or bona fide defence has been shown are those applicable in an O.14 application, which again are trite, and I do not propose to rehearse them here.

17.As there is no dispute that Ds signed the Loan Agreement and the Legal Charge, that the Loan has been duly advanced, that Ds defaulted in repayment, and there is no dispute on quantum, P has shown that it is prima facie entitled to judgment.

18.I turn next to consider the matters raised by Ds, most of which are only raised for the first time in the written submissions of Mr Chui lodged recently on 6 October 2026. These new matters include the various aspects by which it is now contended that s.18 of the Money Lenders Ordinance (“MLO”) was breached and breach of s.22 of MLO. The contention that s.18 was breached has been raised by Ds before, but only a simple one that there was no such note or memorandum at all.

Breaches of section 18 of MLO?

19.P’s case is that the Loan Agreement itself serves as the memorandum required under s.18 of MLO as it has been expressly held that a loan agreement itself can be such a memorandum in Strong Offer Investment Limited v Nyeu Ting Chuang (2007) 10 HKCFAR 529 at §§22 and 23 per Chan PJ. It was also held there that more than one document can form the note or memorandum required by s.18:

“22. Mr Russell Coleman SC, for Mr Nyeu, argued that s.18(1) does not allow several documents to be looked at together as forming one note or memorandum and that there was no single note or memorandum in the present case which answered the statutory description. He submitted that it is envisaged by the legislature that there is one note or memorandum in which all the information can be found and that the requirements of the section are not met by a document which contains only most but not all of the necessary information regarding the loan; nor by having all the information contained in several documents.

23. With respect, this argument cannot be sustained. It is not supported by the wording of the section. Construed in its context, s.18 does not and is not intended to refer to only one single document by the words ‘a note or memorandum in writing of the agreement’. A loan agreement may be made orally or in writing, or partly orally and partly in writing. All that s.18 requires is that there must be something in writing so that the borrower can know all the terms and conditions of the loan. It matters not whether they are contained in one document or more than one document. If a contract contains all the terms and conditions of the loan, as is usually the case, it is as good as anything and clearly meets the requirements of the section…” (my emphasis)

20.Mr Chui, counsel for Ds (who did not appear before the Master), no longer contended that the Loan Agreement could not be a s.18 memorandum. He now raised the following new points.

21.First, he contended that section 18(2) stipulates that “the note or memorandum shall contain all the terms of the agreement”, that a number of provisions in the Legal Charge touch on interest and the terms of repayment (Clauses 1.1, 2.1, 2.3, 10, 12.1 and 18.7), but they were not set out in the Loan Agreement. In gist, these clauses respectively define “Secured Indebtedness”, provide that the mortgagor covenants to pay the Secured Indebtedness “on demand”, that costs and expenses for enforcing the mortgage be paid by the mortgagor on indemnity basis and further security be furnished by the mortgagor if the value of the Properties falls below certain threshold.

22.The underlying premise of this contention is that the terms contained in documents providing for the security of the loan which have contractual effect between the parties on matters relating to interest, terms and mode of payment and costs and expenses should be regarded as part of the “loan” or “agreement” for the purpose of s.18. Mr Hu, counsel for P, disputed that. Both counsel did not cite any decided cases on this premise.

23.As seen from the quote in Strong Offer cited in paragraph 19 above, the CFA held that such a memorandum does not need to be a single document and can be more than one. Therefore, even assuming (without deciding) those provisions in the Legal Charge are terms of the “loan” or “agreement” for the purpose of s.18, the Legal Charge together with the Loan Agreement form the memorandum for the purpose of s.18. There was thus no such breach as alleged by Ds. That being the case, I do not need or propose to decide on the point mentioned in paragraph 22 above.

24.Second, Mr Chui referred to the evidence, which is undisputed, which showed that a copy of the Legal Charge was only sent to Ds on 25 April 2025 by WhatsApp (while it is common ground that a copy of the Loan Agreement was provided to Ds on the date of its signing). Section 18(1)(a) stipulates that the agreement is not enforceable unless, among others, “a copy of such note or memorandum is given to the borrower at the time of signing”. Mr Chui contended that as the Legal Charge was taken to be one of the documents forming the s.18 memorandum, s.18 was breached in that a copy of the Legal Charge was not given to Ds at the time of signing, but was given one day later. Mr Hu initially disputed this, but upon further considering the wording of s.18(1)(a), accepted, I think rightly, that there was such a breach. Mr Hu submitted that this was a purely technical and unintended breach which caused no detriment to Ds. Absent any allegation at all on the part of Ds on any detriment they suffered, I readily accept that submission.

25.Third, Mr Chui contended that Clause 8 of the Loan Agreement wrongly declared that the place of negotiation and completion of the agreement for the Loan was P’s office, as in fact it was the solicitors’ office. He relied on a “Confirmation of explanation of Loan agreement by money lender” dated 24 April 2025[1] and signed by Ds. On closer look, that confirmation merely confirmed that the Loan Agreement was explained to Ds in the office of K.B. Chau & Co. Evidently, explaining the Loan Agreement and negotiating and completing the loan transaction are two different acts. Upon enquiring by the bench, Mr Chui confirmed that there was no evidence in the parties’ affirmations (even including the New Affirmations) deposing to where the Loan was negotiated and completed. This contention thus is a non-starter.

Breach of section 22 of MLO?

26.Mr Chui raised a new and rather nuanced contention. He relied on Clause 2.3 of the Legal Charge, which reads:

“2. COVENANT TO PAY

…

2.3  The Mortgagor shall, with respect to all monies payable under this Deed, pay interest to the date of payment (as well after as before any demand or judgment and notwithstanding the death, bankruptcy, liquidation or other incapacity of the Mortgagor) at such rates as shall from time to time be charged by the Mortgagee and upon such terms as may from time to time be agreed with the Mortgagee. Such interest shall be compounded in the event of it not being punctually paid with monthly rests or as otherwise determined by the Mortgagee, but without prejudice to the right of the Mortgagee to require payment of such interest.”

27.Mr Chui contended that by this Clause, Ds are contractually bound to pay interest on the Loan (as all monies payable under this Deed) as there stipulated, namely (a) at such rate as shall from time to time be charged by P; and (b) interest which will be “compounded with monthly rests” if the same is not paid punctually. He contends that under (a) interest is charged at such rate to be decided by P from time to time, and there is thus no constraint that such interest would not be compound interest; and that under (b) P is entitled to charge compound interest on interest payments that are not paid punctually. In either scenario, there is a breach of s.22(1).

28.Mr Hu’s primary contention was that the Legal Charge should be distinguished and be treated as separate from “Any agreement made for the loan of money by a money lender” as stipulated in s.22(1). It may also be contended that Clause 2.3 may be construed such that under (a) the interest rate is to “be agreed [by the Mortgagor] with the Mortgagee” and that despite the words “compounded” and “with monthly rest” are used, the interest is not in fact compound interest.

29.In the present application for leave to enter default judgment, I do not think this Court can or should come to a final determination on these rival contentions. For the present purpose, I am prepared to accept that Ds’ contentions are arguable.

30.However, Mr Hu highlighted, and is indisputable, that on the facts, there was not even the slightest suggestion, not to say any shred of evidence, that P ever mentioned this Clause 2.3, or attempted to enforce it, or demanded any payment of interest under it, and that P all along has been seeking interest payment pursuant to the term of the Loan Agreement only. He submitted that this is yet another technical point dug up by Ds to resist due payment. I agree.

Breach of section 27 in respect of the Previous Loan?

31.This alleged breach is now blown up to become a substantial contention. Essentially, Ds are saying that HK$160,000 (or HK$170,000) was paid to one Mr Wong (“Wong”) when the Previous Loan was negotiated and obtained, and that such had been a breach of s.27 of MLO.

32.However, in D1-1^st, this matter was only deposed to in paragraph 5 thereof under the heading “Background Information”:

“5. Part of the Previous Loan was used to settle my existing mortgage loans owing to other financial institutions. The Plaintiff should issue me a cheque for the balance of Previous Loan accordingly. However, whilst I attended an office of the law firm representing the Plaintiff in material time, I found that the Plaintiff had prepared two cheques instead. One of them was a cash cheque in the sum of HK$160,000.00 for paying referral fee/service charge to Mr. Wong (as Mr. Wong was waiting outside the solicitors’ office that moment). Another cheque was issued to me for the remaining balance.”

33.Essentially, D1 was saying that he did not know about any need or arrangement to pay this “referral fee/service charge”, he did not know about Wong, he had not met him, but without his knowledge or agreement two cheques – one addressed to him but another cash cheque were issued by P, he did not ask why, no one introduced Wong to him or told him that he need to give the cash cheque to the person waiting outside the solicitors’ office (Wong), he nevertheless gave Wong the cash cheque, and the amount of the cheque was HK$160,000, and there was no mention of any surprise or complaint on his part.

34.Then, Ds sought leave to file the New Affirmations by Ds’ Summons issued 2 days before this hearing.

35.In D1-2^nd, D1 now deposed to a completely different story. In gist, he said he asked Liu if he could arrange for him a loan charging lesser interest to repay his previous one (made to him by the lender Great Wall Mortgage Company Limited). Liu told him that he could secure one from P through Wong who was P’s manager. D1 then asked Liu to request P for an additional loan amount of HK$1,500,000 on top of the sum required to repay the earlier debt. He was told by Liu that P refused. But later, Liu said Wong agreed, but upon payment of an “extra fee” of HK$200,000. However, “after several personal meetings with Wong and Liu”, the “extra fee” of HK$200,000 was negotiated down to HK$170,000. Wong then told him that P would arrange a separate cheque in the amount of HK$170,000 to be issued. At the solicitors’ office, (after balance of HK$11,243,174.15 was used to repay the earlier debt) D1 received a cross-cheque in the sum of HK$1,186,825.85 and a cash cheque for HK$170,000. He “counter-signed” on the latter and handed it over to Liu, who was waiting with Wong outside the solicitors’ office. Wong and Liu then went to the nearby bank to cash it. Liu told D1 that Wong pocketed the entire sum of HK$170,000. Liu said in Liu 1^st that he did not receive any money out of the HK$170,000.

36.Evidently and as said, this is a completely different story. I find very inherently improbable, incredible and unreliable, among others, that if this latest version were true in that D1 had gone through protracted negotiation with Wong and Liu about the amount of “the extra fee”, including a number of “personal meetings”, and Wong said P would arrange for the issuance of a separate cheque, that

(a)  D1 would affirm in D1-1^st that he was expecting to receive one cheque and found out only upon receipt of the two cheques that another “cash cheque of HK$160,000” was issued;

(b)  that Liu’s role and presence when D1 received the two cheques were not at all mentioned in D1-1^st;

(c)  that these details presently deposed to in D1-2^nd were not at all mentioned in D1-1^st;

(d)  that D1 did not know and did not enquire about the identity and capacity of Wong even though D1 had several “personal meetings” with him (D1 just all along referred to him as “Wong” in D1-2^nd), that he would be paying “extra fee” of HK$170,000 to him and in light of the fact that D1 has been a long standing barrister; while Liu said that he only knew Wong was a manager of P, he did not know his name and only knew him by “Boss Wong”; and

(e)  that while D1 claimed the two cheques were one cross-cheque made out to D1 and another cash cheque in the sum of HK$170,000, the copies of the two cheques[2] exhibited by P show that both were addressed to D1 as payee and both were not crossed.

37.Despite such a departure and difference from his previously affirmed version of facts, there was no explanation whatsoever proffered by D1 to explain, not only the departure itself, but also as to when and how he came to realize the true version is his present one and not that affirmed to in D1-1^st such as to justify this blatant lateness of seeking leave to file D1-2^nd.

38.Moreover and importantly, given this latest version according to which D1 well knew that he would be paying Wong a substantial sum of “extra fee” or “referral fee/service charge” in order to obtain an extra loan amount of HK$1,500,000, he indisputably signed the following three declarations declaring the contrary:

(a)  “費用聲明”[3] in which he declared “本人／等現確認、保證並作出聲明，本人／等並無向貴公司或其附屬公司、聯營公司、有關連公司或被指定人（包括但不限於貴公司之員工、代理人、獲委任之任何第三方）就以本人／等名義之借貸支付任何形式的費用、收費或報酬”;

(b)  “確認書（有否達成任何第三方協議）”[4] in which he declared that he has not reached any agreement with, among others, (i) anyone who arranged for him to obtain the Loan, (ii) any representative of P who arranged for him to obtain the Loan; (iii) anyone who asked D1 to give him all or part of the Loan for safekeep, and (iv) anyone who asked D1 to pay to him part of the Loan under whatever pretext; and

(c)  “重要聲明及提示”[5] in which he acknowledged that P has reminded or explained to him that, among others, (i) in this application of the Loan, no intermediary has been paid any fees by D1, (ii) P declared to D1 that it has not received any payment from any intermediary, and (iii) D1 has not concealed from P any agreement he had reached with any intermediary.

39.Again, there was no explanation whatsoever from D1 as to why he so declared contrary to the true position, if his latest version of events were true.

40.I accept Mr Hu’s submission that in light of the facts that D1 has been a long-standing barrister, he must have known what he was declaring and the legal effect of such documentary evidence and yet so declared and now made no explanation whatsoever, I should attach great weight to the three declarations.

41.I also bear in mind that like in an O.14 application, in order to persuade the court that his version of factual allegations is capable of belief leading to the existence of a triable issue, a defendant resisting judgment is required under established principles to condescend into particulars. As I commented above, Ds have far from having done so regarding this allegation. On the contrary, Ds offered two completely different versions, each of itself has left a lot of pertinent matters unexplained while at the same time there was no explanation whatsoever as to why the earlier version was proffered, why there were such departures in the two versions and how and when the second version was “remembered”.

42.Attaching great weight to the three declarations and considering all the weaknesses and deficiencies in the evidence proffered by Ds regarding this allegation as above-said, I conclude that I do not find Ds’ such allegations capable of belief.

Allegation that D2 was misled and induced into signing the Legal Charge?

43.Mr Chui submitted that as D2 stood as surety for D1’s debt, P as lender was put on enquiry and had to take reasonable steps to ensure the implications of the transaction were brought home to D2.

44.With respect, this submission is clearly misconceived as D2 was a co-borrower of the Loan and not a surety for D1’s loan.

45.Save the self-serving and barest of allegation that D2 was misled and induced, there is not a hint of evidence supporting it. In narrating D2’s evidence in paragraph 9 above, it can be readily seen that her such allegation is far from coherent.

46.On the other hand, the following documents all signed by D2 (as co-borrower) clearly indicated on their face that the Properties were charged to secure the Loan:

(a)  Clause 4 of the Loan Agreement expressly stated that the Loan will be secured by a mortgage over the Properties;

(b)  D2 was clearly named as a Mortgagor in the Schedule of the Legal Charge and next to her signature thereon;

(c)  An Ownership Declaration[6] concerning ownership of the Properties signed on 24 April 2025 in which D2 was named as a co-borrower and Mortgagor;

(d)  A Fees Declaration[7] signed on 24 April 2025 in which D2 was named as a co-borrower and Mortgagor;

(e)  A Confirmation Letter[8] signed on 24 April 2025 in which D2 was named as a co-borrower and Mortgagor;

(f)  An Important Declaration and Reminder[9] signed on 24 April 2025 in which D2 was named as a co-borrower and Mortgagor; and

(g)  An Undertaking and Indemnity dated 24 April 2025 in relation to the state of the Properties and a number of Building Orders issued against them in which the Legal Charge was referred to in Clause A and D2 signed as “Mortgagor/Borrower”.

47.This having been misled and induced allegation has no substance at all and can and must be dismissed outright.

Exercise of the discretion under s.18(3) and s.22(2)

48.The principles guiding the exercise of the Court’s discretion under these two sections have been elucidated by the Court of Appeal in Easy Fortune Property Ltd v Yung Chun Him [2019] HKCA 1055 at §§56 to 58, per Chu JA (as her Ladyship then was):

“56. Under section 18(3), the burden falls on the money lender to satisfy the court that in all the circumstances it would be inequitable to refuse enforcement notwithstanding non-compliance of section 18(1) and (2). The principles on the exercise of discretion have been set out by the Court of Final Appeal in Emperor Finance Ltd v La Belle Fashions Ltd & Ors (2003) 6 HKCFAR 402 and Strong Offer Investment Ltd v Nyeu Ting Chuang (2007) 10 HKCFAR 529. In short, in exercising its discretion the court examines the breaches in question, their consequences for the parties to the transactions and any other circumstances which may make it inequitable to hold the agreements unenforceable: Emperor Finance Ltd at [119] and Strong Offer Investment Ltd at [29] and [61]. In Emperor Finance Ltd at [102], Ribeiro PJ pointed out that:

‘… The policy of section 18 is to ensure that potentially unsophisticated borrowers are left in no doubt as to how much money exactly they are borrowing by way of principal and what interest they will have to pay on that loan, to which end, such information has to be set out and expressed in the prescribed manner in the memorandum to be signed by the borrower.’

57. It was additionally pointed out in Strong Offer Investment Ltd that section 18 offers one of the key protections to uneducated, ignorant and unsophisticated borrowers who may not be aware of all the terms and conditions under which the loans are made to them (at [18]), and that the court has to bear in mind the parties’ respective rights and obligations under the statute as well as the agreement made by them (at [20]).

58. As for the discretion under section 22(2), Chan PJ observed obiter in Strong Offer Investment Ltd at [42] that:

‘Although the wording is similar to that in s.18(3), this discretion serves a different function and provides a different protection to borrowers, namely, from a contractual requirement to pay compound interest. …  In my view, the object of the discretion is to allow the money lender to recover the loan together with any amount or rate of interest which is permitted under the provisions of the Ordinance, where the court considers it equitable to make such an order.’”

49.As I concluded above, the breach of s.18 in the form of providing a copy of the Legal Charge to Ds one day late is a technical breach. The arguable breach of s.22 by the existence of Clause 2.3 is likewise technical in that P never even mentioned to Ds Clause 2.3, nor attempted to rely on it, nor was there any suggestion that P was charging or obtaining interest other than those provided in the Loan Agreement. Upon invitation by the bench, Mr Chui on behalf of Ds could not point to, and Ds themselves in their affirmations did not mention, any adverse consequence occasioned to them by this established breach of s.18 or this arguable breach of s.22.

50.They are also technical in the sense that there is no suggestion of foul play, high-handedness or attempt to circumvent the control of MLO on the part of P. The evidence before me clearly suggest that this established breach of s.18 and arguable breach of s.22 were inadvertent.

51.On the other hand, Ds clearly obtained the benefit of the Loan in that the full amount of the Loan was advanced to them and Ds had the actual use of the money. Indeed, by the Loan D1 obtained the benefit of paying less interest by using Loan (interest at 12% per annum) to repay the Previous Loan (interest at 18% per annum).

52.In respect of the enforcement of the Legal Charge, there is before me no other allegation or feature, whether pertaining to Ds together or each of them individually, that warrants considering it differently from the enforcement of the Loan.

53.In my judgment, there is nothing before me indicating that the enforcement of the Loan Agreement and the enforcement of the Legal Charge against the Properties in their full extent would in any way be inequitable. I would thus exercise my discretion under these two sections of MLO and order their enforcement accordingly.

Dismissal of Ds’ Summons

54.Ds’ Summons is evidently issued very late in the day and served to P less than 48 hours before this hearing. While D1 explained that he was only able to establish contact with Liu about 10 days ago, that did not explain why he himself offered this latest version by way of D2-2^nd so late and why this latest version departed so much from the earlier one. I would refuse the abridgment of time sought and dismiss Ds’ Summons. The part of Ds’ Summons asking for time to file the Defence also failed for the additional reason that this appeal was dismissed. I ordered costs to be paid by Ds to be taxed together with the costs of the appeal.

Disposal and costs

55.In the premises, I dismissed Ds’ appeal and Ds’ Summons with costs which I ordered to be taxed on indemnity basis as provided by Clause 8 of the Loan Agreement. I did not accept Mr Chui’s argument that since Ds prevailed over some points, I should not order taxation according to the parties’ contractual arrangement. I accept Mr Hu’s point that these points were only first raised on 6 October 2026 when Mr Chui lodged his submissions and by then the bulk of the costs of the appeal has already been incurred, and in any case, I do not regard such limited success should have any appreciable effect on the overall costs. As said, I summarily taxed the costs of this appeal and Ds’ Summons together at the end of the hearing at HK$230,000.

56.I thank Mr Hu and Mr Chui for their assistance.

Mr Derek Hu, instructed by K.B. Chau & Co, for the Plaintiff

Mr Roy Chui, instructed by H. F. Yip & Co, for the 1^st and 2^nd Defendants