HKSAR v. Hao May (Formerly Known As Wang May Yan) (Alias May Wang)

FAMC Nos. 31, 32, 42, 43 and 45 of 2026

[2026] HKCFA 36

IN THE COURT OF FINAL APPEAL OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

MISCELLANEOUS PROCEEDINGS NOS. 31, 32, 42, 43 AND 45 OF 2026 (CRIMINAL)

(ON APPLICATION FOR LEAVE TO APPEAL FROM

CACC NO. 228 OF 2023)

________________________

________________________

(HEARD TOGETHER)

____________________

DETERMINATION

____________________

Mr Justice Fok PJ:

1.This Determination relates to applications by the 1^st and 2^nd appellants (applicants A1 and A2 respectively), who seek to appeal against the Court of Appeal’s decision to uphold, by a majority, their convictions on Count 3 of the indictment on which they stood trial. 

2.It also relates to applications by A1, A2 and the 3^rd appellant (applicant A3) for leave to appeal in respect of costs orders made by the Court of Appeal.

3.We are satisfied that leave to appeal should be granted on the following basis.

4.As regards the convictions of A1 and A2 on Count 3, we grant leave to appeal on the following question of law, namely:

“In a charge of conspiracy to defraud a listed company and its shareholders where it is alleged in relation to a Very Substantial Acquisition governed by the Listing Rules that the defendants (i) made false representations as to the connection/relationship between them, one being a director of the listed company and the other the vendor; and (ii) concealed or failed to disclose an interest held by the director in the Acquisition, is the Judge required as a matter of law, to determine and direct the Jury, on the meaning of a ‘connected transaction’ and a ‘connected person’ under the Listing Rules?” (Question 1)

5.This question is very similar to that for which leave to appeal was granted in this matter when it came before the Appeal Committee in 2018,[1] although it was not ultimately addressed by the Full Court when the appeal was heard.[2]

6.We also grant leave to appeal on the basis that it is reasonably arguable that substantial and grave injustice was done in connection with the following issues which overlap with or relate to the above question of law, namely:

“Whether it was a misdirection for the Judge to instruct the jury that it was sufficient to convict on the basis of finding that A1 and A2 had been ‘working together’ in the specified context without examining whether A2 was a connected person so as to render the acquisition a ‘connected transaction’ for the purposes of the LR (Listing Rules).” (SGI 1)

“Whether it was a misdirection for the Judge to instruct the jury that concealment or non-disclosure of the Commission Sharing Agreement of October 2008 could constitute a conspiracy to defraud.” (SGI 2)

7.We consider that the additional questions of law and points relied upon as constituting substantial and grave injustice advanced by A1 and A2 in their applications for leave to appeal do not add anything of substance to the grant of leave encompassed by the question of law and issues identified above and so we refuse leave otherwise.

8.As regards the costs orders made by the Court of Appeal in respect of A1 and A2, we grant A1 and A2 leave to appeal on the basis that it is reasonably arguable that substantial and grave injustice was done in that:

“The Court of Appeal deprived the applicants of their costs on Counts 1, 2 and 4 without identifying conduct which, consistently with the quashing of those convictions, could amount to a ‘positive reason’ for so doing.” (SGI A1 & A2 Costs 1)

“The Court of Appeal refused the whole of the costs of a successful sentence appeal for a reason which is not a recognised basis for refusing costs and which is, in substance, punitive.” (SGI A1 & A2 Costs 2)

9.As regards the costs orders made by the Court of Appeal in respect of A3, we grant A3 leave to appeal on the basis that it is reasonably arguable that substantial and grave injustice was done in that:

“The Court of Appeal deprived A3 of his costs on a collective finding that ‘the appellants’ had brought suspicion on themselves, without identifying any conduct of A3 himself which, consistently with his acquittal, could amount to a ‘positive reason’ for doing so.” (SGI A3 Costs 1)

“The Court of Appeal refused A3 the whole of his unopposed appeal costs for reasons (CA Costs Judgment §39) which are not positive reasons relating to his conduct.” (SGI A3 Costs 2)

10.The appeals will be listed to be heard together on 12 January 2027.

Mr Tim Owen KC and Ms Velda Yau, instructed by Boase Cohen & Collins, for the 1^st Appellant (Applicant in FAMC 32 & 42/2026)

Mr Ian Winter KC, Mr Benson Tsoi SC and Mr Fergus Tam, instructed by Haldanes, for the 2^nd Appellant (Applicant in FAMC 31 & 43/2026)

Mr David Khosa, instructed by Cheng & Kwan Lawyers, for the 3^rd Appellant (Applicant in FAMC 45/2026)

Mr Anthony Chau DPP, Ms Joycelyn Ng SPP, of the Department of Justice, and Mr Martin Li, counsel on fiat, for the Respondent