Greatview Holdings Ltd and Others v. Glorious Sea Holdings Ltd and Others
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HCA 1800/2025 [2026] HKCFI 5984 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE ACTION NO 1800 OF 2025 __________________
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__________________ D E C I S I O N __________________ I. INTRODUCTION 1.This is the Summons filed by the Plaintiffs on 25 September 2025 (the “Plaintiffs’ Summons”) for interlocutory proprietary injunction and preservation order in respect of the following shares (the “Subject Assets”):-
2.The Plaintiffs also seek injunction against the other Defendants ancillary to the proprietary injunction and preservation order for the purpose of ensuring that none of the Defendants would issue shares to dilute the Subject Assets and undermine the economic value of the Subject Assets. I shall set out the terms of the ancillary injunction sought by the Plaintiffs at appropriate junction in this decision. II. PARTIES 3.The value of the Subject Assets comes from the aseptic packaging business of Wintipak (or formerly known as GAPE), a limited company incorporated in Switzerland. Wintipak carries out its business outside the Mainland China. For convenience, the business is referred to as the “International Business”. In Europe, it carries out its International Business through, among others, its wholly-owned subsidiaries known as “GAPM”, “GAPI” and “GAPS”. 4.The 2nd Plaintiff (“ListCo”) is a limited company incorporated in the Cayman Islands, listed on the Main Board of the Stock Exchange of Hong Kong (“HKEx”) since 2010. It indirectly wholly owns the following companies:-
5.Further, the ListCo directly wholly owns Partner One Enterprises Limited (“Partner One”). 6.For convenience, I shall refer to those companies helmed under the ListCo as the “Group”. 7.GSH (D1) (that is, the 1st Defendant) is a limited company incorporated in Hong Kong. It is wholly owned by the 6th Defendant (“GP (D6)”) as general partner for and on behalf of a limited-partnership fund known as Future Strategy Investment Fund Limited Partnership (the “Fund”). 8.The Fund is owned by the ListCo (via Partner One and GSG (P3)) as to 90% Class A limited partnership interest (carrying no management rights) and Jiao as to 10% Class A limited partnership interest. GP (D6) has full control over the Fund. 9.GHIL (D2) (that is, the 2nd Defendant) is a limited company incorporated in Hong Kong.
10.The 7th Defendant (“Jeff Bi”) is one of the co-founders of the ListCo. In the ListCo:-
11.Further, Jeff Bi was:-
12.Currently, Jeff Bi is:-
13.The 8th Defendant (“Jiao”) is:-
14.New Precision (D3) (that is, the 3rd Defendant) is a company incorporated in the BVI. It is the sole shareholder of GP (D6). In turn, it is owned by:- (1) GSG (P3) as to 40% Class A shares; (2) GSIL (D5) (that is, the 5th Defendant) as to 30% Class A shares; and (3) Lucky Year (D4) (that is, the 4th Defendant) as to 10% ordinary shares and 20% Class A shares. 15.In turn, GSIL (D5) is a BVI company wholly-owned by STAR Trust (the enforcer of which is, as mentioned above, Jiao), and Lucky Year (D4) is a BVI company wholly-owned by Jiao. In other words, Jiao indirectly controls 60% shares in New Precision (D3). III. THE RESTRUCTURING 16.The present case is premised on the Restructuring. Thus, it is important to appreciate the corporate structure before the Restructuring that that thereafter. Annexes 1A and 1B to the Statement of Claim respectively show the two corporate structures, which I annex to this decision for easy reference. 17.In essence, before the Restructuring, the ListCo had full ownership of and control over, and full economic interest in, Wintipak (then known as GAPE). After the Restructuring:-
18.In the Restructuring, the ListCo also had to pay RMB122.5 million to the Fund. So, on the face of it, the ListCo had to pay RMB122.5 million to some other for giving up control over, and for a reduced economic interest in, the International Business. Mr Christopher Chain SC, leading Mr Jason Yu and Mr Alex Yeung, counsel for the Plaintiffs, describes this Restructuring as “pay-to-lose” for the ListCo. The mere phrase “pay-to-lose” does not mean anything in terms of law. One has to consider the circumstances leading to the Restructuring in order to determine whether the threshold of serious issues to be tried is passed. IV. CIRCUMSTANCES LEADING TO THE RESTRUCTURING 19.From 2005, Jiao, through CDH Fund, invested US$20 million in the Group as part of a Series A investment. 20.Meanwhile, in 2010, the ListCo became listed. 21.In 2014, Jiao exited its investment through CDH Fund in the Group. 22.On 27 January 2023, Jingfeng Holdings Limited (“Jingfeng”) entered into an agreement with a substantial shareholder of the ListCo for the acquisition (the “Acquisition”) of 28.22% of the shares in the ListCo. Jingfeng is a company incorporated in Hong Kong and indirectly wholly-owned by Shandong Xinjufeng Technology Packaging Co. Limited (“Xinjufeng”), a company incorporated in the People’s Republic of China (the “PRC”) and listed on the Shenzhen Stock Exchange. It is fair to describe Jingfeng as a Chinese capital company. 23.On record, the Acquisition was not welcomed by some of the customers of the Group, expressing concern that the business may shift to China and the quality may be lowered. There is dispute between the parties over whether the customers’ such concern was genuine or orchestrated by Jeff Bi, as shall be clear from the summary of Jeff Bi’s defence in Part VII below. 24.The Acquisition was also not welcomed by the then board of the ListCo (the “Former Board”), consisting of Jeff Bi. On 9 March 2023, in the ListCo’s announcement, the Former Board expressed its opposition to the Acquisition. Within a week, on 14 March 2023, the Former Board filed an anti-monopoly complaint to the relevant PRC authorities regarding the Acquisition, complaining that the Acquisition would lead to monopoly in aseptic packaging in the PRC. Further, on 27 March 2023, Jeff Bi and another co-founder of the ListCo, Hong Gang (“Hong”), filed another anti-monopoly complaint to the relevant PRC authorities. The anti-monopoly complaints were made to no avail. On 14 September 2023, the PRC authorities informed the ListCo that they would not prohibit the Acquisition. 25.On 20 September 2023, the Acquisition was completed, and Jingfeng became a substantial shareholder of the ListCo. 26.On 27 November 2023, Jingfeng submitted a requisition notice to convene an extraordinary general meeting (“EGM”) to appoint four non-executive directors (“NEDs”) and one independent non-executive director (“INED”). The EGM was scheduled to take place on 26 January 2024. 27.From 27 November 2023 until the EGM on 26 January 2024, from the evidence discovered so far, the following happened:-
28.Just one day before the EGM to take place on 26 January 2024 to consider the proposal to appoint new directors, on 25 January 2024, the Former Board convened a board meeting (the “25 January 2024 Board Meeting”) to consider the Restructuring. The relevant papers and the PowerPoint slides were provided only at or shortly before the 25 January 2024 Board Meeting. The 25 January 2024 Board Meeting lasted for about 2 hours. At the outset of the meeting, as usual, it was noted that the Former Board did not receive any declaration of interest from any director (including Jeff Bi himself). Then, Jeff Bi explained the Restructuring. He explained the commercial reasons for the Restructuring, referring to, among others:-
29.It was noted during the meeting that:-
30.The Senior Counsel’s Advice, valuation report, financial advisers’ opinion on the Restructuring were presented for the Former Board’s consideration. Some members raised queries, and Jeff Bi answered. At the end, the Former Board approved the Restructuring. 31.Despite the length of approximately two hours and the detailed minutes, nothing was mentioned about excluding the businesses of Egypt and Lebanon from the International Business, and nothing was mentioned that shareholders’ approval would otherwise be required for the Restructuring but for the exclusion of the businesses. Instead, according to the minutes of the 25 January 2024 Board Meeting at §5.1(i) recording the background under “Discussions”, it was discussed that:- 32.This gave an impression that all business outside Mainland China would be subsumed under the International Business, but in fact, as it turned out, it was not – the businesses of Egypt and Lebanon had been carved out and excluded from the International Business. I shall refer to this carving-out as the “Carve-Out”. But for the Carve-Out, the Restructuring would have to be tabled for shareholders’ approval under Chapter 14 of the Listing Rules. In the present proceedings, no reason has ever been proffered as to why this was not mentioned in the 25 January 2024 Board Meeting. In fact, there had been no board resolution or any contemporaneous documents evidencing the Carve-Out. 33.At the end of the 25 January 2024 Board Meeting, the Restructuring was approved. Immediately on the same day, the transaction documents for the Restructuring were executed. One of the transaction documents was a restructuring agreement between GSH (D1), GHL (P1), the ListCo and GHIL (D2), pursuant to which GHIL (D2) made an allotment (the “Allotment”) of 1,020 shares to GSH (D1). These 1,020 shares allotted under the Allotment were part of the Subject Assets. The ListCo had to pay RMB122.5 million to the Fund, and lost control over the International Business. 34.The Restructuring was completed on 25 January 2024. As a result, GHL (P1) held 980 shares (49%) in GHIL (D2) and GSH (D1) held 1,020 shares (51%) in GHIL (D2). V. AFTER THE RESTRUCTURING 35.After the Restructuring came the EGM on 26 January 2024 for appointing additional directors. The proposal was not passed. 36.On 29 January 2024, the ListCo published an announcement (the “29 January 2024 Announcement”) in relation to the Restructuring. The reasons for the Restructuring stated in the 29 January 2024 Announcement were the same as those discussed during the 25 January 2024 Board Meeting, as recounted in §§28-30 above. It was also stated in the 29 January 2024 Announcement that GHIL (D2) and its subsidiaries (GAPE and its subsidiaries) would be managed and operated by the Fund and its team “independently from the Board”, and “given the opportunity to set up a more robust board and senior management based in Europe at its helm, working independently from the Board and the [ListCo]”. It is clear from the 29 January 2024 Announcement that the ListCo had to pay RMB122.5 million to the Fund, and lost effective control over the International Business. 37.Again, nothing was mentioned about the Carve-Out (that is, excluding the businesses of Egypt and Lebanon from the International Business), and nothing was mentioned that shareholders’ approval would otherwise be required for the Restructuring but for the exclusion of the businesses. 38.On 4 March 2024, Haldanes, on instructions of Jingfeng, issued a letter to Jeff Bi alleging that he breached his director’s duties in approving the Restructuring. 39.On 30 April 2024, the ListCo published a supplemental announcement stating that “its auditor… does not believe there is sufficient evidence to support the deconsolidation of the Group’s international businesses”, and further explaining how the Restructuring could benefit the Group. 40.On 9 May 2024, Jingfeng made a general offer (the “General Offer”) to acquire all the shares of the ListCo. 41.On 30 May 2024, Haldanes, on instructions of Jingfeng, issued a letter to Jeff Bi requesting for various matters in relation to the Restructuring. 42.On 27 June 2024, Jeff Bi issued an open letter recommending against accepting the General Offer. 43.On 7 January 2025, the Former Board recommended against accepting the General Offer. 44.On 23 January 2025, GHL (P1) and Wintipak entered into an agreement known as the Greatview Framework Agreement (the “Greatview Framework Agreement”) governing their cooperation. By Clause 10 of the Greatview Framework Agreement, GHL (P1) and its affiliates shall, during the term of the Greatview Framework Agreement and five years upon its termination, not negotiate or discuss with any current or past customers of Wintipak and its affiliates over any service or business similar to that under the Greatview Framework Agreement. 45.On 12 February 2025, GHIL (D2) established Wintipak Packaging (Beijing) Co., Limited in the PRC. GHIL (D2) has since been its sole shareholder, and Jeff Bi has since been its legal representative. 46.On 18 February 2025, the General Offer closed. Jingfeng became 97.76% shareholder of the ListCo. 47.As mentioned above, the businesses of Egypt and Lebanon must have been excluded from the International Business for the Restructuring, and as mentioned above, there was no board resolution or any contemporaneous document evidencing the exclusion. Now, more than one year after the exclusion and only two days after Jingfeng became the 97.76% shareholder of the ListCo, a letter of confirmation (the “2025 Letter of Confirmation of the Carve-Out”) was signed on 20 February 2025 by Jiao on behalf of GSH (D1) and Jeff Bi on behalf of GHL (P1), reading:-
48.For a listed company to carve out certain business under such an agreement as recorded in the 2025 Letter of Confirmation of the Carve-Out, it is quite unusual that there is no contemporaneous document but only a letter of confirmation made subsequently more than one year after such carving out, and it is also quite unusual that no date of the agreement of the Carve-Out could be pinpointed but only by “in about late January 2024”. Not only that. There is before me no evidence of any contemporaneous documents (like emails or text messages) in relation to the communication between Jiao and Jeff Bi about the Carve-Out. 49.On 28 February 2025, a Special Investigation Committee of the ListCo appointed Grant Thornton Hong Kong Limited (“Grant Thornton”) to conduct a first-stage investigation into various aspects of the Restructuring. 50.From 28 February 2025, around 60-70 employees of the Group resigned and allegedly became employed by Wintipak Beijing. 51.On 27 March 2025, Jingfeng reconstituted the Former Board. 52.On 29 May 2025, Jeff Bi was removed as director of the ListCo. 53.On 5 September 2025, Jiao, on behalf of GHIL (D2), issued a funding request (the “Funding Request”) to its shareholders, namely, GHL (P1) and GSH (D1), requesting each shareholder to provide a binding commitment by 12 noon on 28 September 2025 to fully fund Wintipak with €115.3 million for an expansion project (the “Project”) in order to support Wintipak’s global expansion plan involving, among others, the acquisition of a business by the name “iPack”, which had manufacturing facilities in the United Arab Emirates and business in the Middle East and Africa. In the Funding Request, it was stated that:-
54.On 8 September 2025, Grant Thornton issued a draft investigation report (the “Draft GT Report”). It was through this investigation it was discovered for the first time that back in December 2023, Cindy Qi was seeking advice on the Size Test Ratios in relation to the businesses in Egypt and Lebanon. 55.Further, on 12 September 2025, in relation to the Funding Request, GHL (P1) requested more information from GHIL (D2). On 18 September 2025, GHIL (D2) requested time until 3 October 2025, and on 22 September 2025, GHL (P1) replied and reiterated that information may be provided in batches. 56.On 26 September 2025, the Plaintiffs commenced the present action and issued the Plaintiffs’ Summons. 57.On 3 October 2025, the Plaintiffs’ Summons was heard before the Summons Judge. The Defendants gave interim-interim undertakings in terms of the negative injunction, but not the mandatory injunction, sought in the Plaintiffs’ Summons. VI. THE PLAINTIFFS’ CASE 58.Mr Chain submits that there are at least serious issues to be tried over Jeff Bi’s breach of his director’s fiduciary duties to exercise his power bona fide in the interests of the ListCo for proper purposes. In particular, he submits that the Restructuring was put forward for approval for improper purposes and not in good faith, among others:-
59.As against Jiao, GSH (D1), GHIL (D2), New Precision (D3), Lucky Year (D4) and GSIL (D5) (the “Jiao Defendants”), the Plaintiffs’ case is that Jiao had knowledge of Jeff Bi’s breaches of duties and did not honestly enter into the Restructuring. Therefore, GSH (D1) knowingly received the 1,020 shares in the Allotment, and the Jiao Defendants dishonestly assisted in Jeff Bi’s breaches of fiduciary duties and conspired with Jeff Bi by unlawful means. 60.The Plaintiffs’ case is that the breach of the duties led to the Allotment and the Restructuring, thereby the Plaintiffs’ full ownership and control over Wintipak were lost. Therefore, the Plaintiffs are entitled to the full ownership over Wintipak through the Subject Assets. The Plaintiffs seek final order, among others, to set aside the Allotment and the Restructuring so that the Subject Assets would be restored to the Plaintiffs and/or damages or equitable compensation. VII. DEFENCE OF JEFF BI 61.Jeff Bi’s Defence is, in gist:-
VIII. DEFENCE OF GSH (D1), GHIL (D2), NEW PRECISION (D3), LUCKY YEAR (D4), GSIL (D5) AND JIAO 62.The Jiao Defendants filed a single defence, namely, the Defence of the 1st - 6th and 8th Defendants, although for the present purpose, Mr Bernard Man SC, leading Mr Justin Ho, appears for GSH (D1), GHIL (D2) and Jiao only, while New Precision (D3), Lucky Year (D4) and GSIL (D5) do not appear before me. 63.Their defence, in gist, is:-
IX. SERIOUS ISSUES TO BE TRIED 64.In his written submissions, Mr Jat Sew-Tong SC, leading Mr Danny Tang, counsel for Jeff Bi, did not go so far to say that there are no serious issues to be tried. Rather, Mr Jat analyses the “relative strength” of the parties’ respective cases for the purpose of balance of convenience: see DBS Bank (Hong Kong) Limited v Tian Wen Quan, HCA 3228/2016, 12 October 2017 at §12 per A Chan J (as he then was). In his oral submissions, Mr Jat submits that there “may or may not” be serious issues to be tried, stressing that the Restructuring was for commercial reasons approved by the Former Board with proper material disclosure of information for proper consideration. 65.In his written submissions filed before the hearing, Mr Man, submitted that there was no serious issue to be tried for the Jiao Defendants, because of the lack of evidence to show that Jiao had any requisite knowledge of the alleged wrongdoings in the Restructuring. In his oral submissions, Mr Chain clarifies that for the present purpose of the interlocutory injunction, he does not have to rely on any cause of action against the Jiao Defendants but only the ancillary jurisdiction to give effect to the preservation order he is seeking over the Subject Assets. Mr Man, in his oral submissions, then submits that his focus should be on the balance of convenience rather than serious issues to be tried. 66.Given that there is no clear concession on serious issues to be tried, I should set out my view here. In any event, the analysis is still relevant to the consideration of the relative strengths in the balance of convenience. A. Improper purposes 67.For the law on improper purposes, Mr Chain submits that even if the directors hold honest belief that their act to exclude the majority from the company and the board is being done in the interests of the Company, when the main purpose of the relevant transaction is to exclude the majority, such a purpose is an impermissible improper purpose and the transaction tainted with such main purpose would be voidable. To support his proposition, Mr Chain refers to Hogg v Cramphorn Ltd. And Others [1967] 1 Ch. 254 at 268, where Buckley J (as he then was) said:-
68.Mr Chain also refers to a relatively recent case Eclairs Group Ltd v JKX Oil & Gas plc and Others [2015] Bus LR 1395 at §16, where Lord Sumption said:-
69.As a matter of fairness, Mr Chain draws my attention to a Canadian case Teck Corporation Ltd. v Millar et al. (1972) 33 D.L.R. (3d) 288, where the Supreme Court of British Columbia found that there was nothing wrong for the board to sign an agreement on common terms in the industry and issue shares before the majority would be able to replace the board. The Supreme Court of British Columbia took the view that the issuance of shares was just an “incidental” consequence of the agreement. Mr Chain submits that that case was materially different from the present one, where the main purpose (but not incidental consequence) of the Restructuring was to exclude Jingfeng as the majority shareholder from the International Business. 70.Mr Jat stresses that the Restructuring was a good faith transaction in the interests of the ListCo, taking me to the details of the minutes of the 25 January 2024 Board Meeting to show the commercial considerations taken by the Board, with which the Court should find no reason to interfere. 71.Thus, in my view, it all depends on what was the main or even sole purpose of the Restructuring. 72.I agree with Mr Jat that on the face of it, the Restructuring was for commercial reasons. However, in my view, whether Jeff Bi orchestrated the customers’ concern or whether he just facilitated the expression of the customers’ concern is not an open-and-shut issue, and thus, whether there was any dishonesty in this respect is a serious issue to be tried. In any event, there is at least a serious issue to be tried over whether Jeff Bi should have disclosed to the Former Board that he was somehow involved in the customers’ expressed concern, when such concern was one of the reasons discussed and relied upon by the Former Board in considering whether to approve the Restructuring. 73.Further, as mentioned above, nothing was mentioned about the Carve-Out in the 25 January 2024 Board Meeting and the 29 January 2024 Announcement. There might be a strong case to say that the Carve-Out was purely for commercial reasons but for the facts that:-
74.In my view, there is at least a serious issue to be tried whether the Restructuring was proposed and approved with proper purpose. B. Lack of good faith in the interests of the ListCo and dishonesty 75.For lack of good faith in the interests of the ListCo (§58(2) above) and for dishonesty (§58(3) above), following from my analysis above, there is at least a serious issue to be tried. Though on the face of it, good commercial reasons were suggested for the Restructuring, it does not follow that it was a good faith transaction and in this context, Mr Chain’s description of the Restructuring as “pay-to-lose” has given substance to his submissions that the Restructuring was not even in the interests of the ListCo. For dishonesty, the most striking incident is, in my view, the Carve-Out, the failure to disclose the Carve-Out, and the Carve-Out being engineered with reference to the Size Test Ratios in Chapter 14 of the Listing Rules. 76.I am of the view that there are also serious issues to be tried here. 77.These breaches of fiduciary duties, if proved, led to the reduction of 100% ownership of the Plaintiffs in GHIL (D2) and Wintipak. It follows that there is at least a serious issue to be tried over whether the Plaintiffs should be entitled to set aside the Restructuring and get back the full ownership in GHIL (D2) and Wintipak. 78.It is at least seriously arguable that proprietary claim may be made over the shares in the Allotment which diluted the Plaintiffs’ full ownership in GHIL (D2): see Loudmila Bourlakova and Others v The Estate of Oleg Bourlakov and Others [2025] EWHC 1792 (Ch) at §139. C. Jiao’s Knowledge 79.While Mr Chain’s position is that he does not rely on the cause of action against Jiao and the Jiao Defendants for the present purpose, the Plaintiffs’ case against him may still be relevant for the purpose of balance of convenience. Thus, I briefly analyse the issue of Jiao’s knowledge. 80.The knowledge of Jiao is pleaded and particularised in §35 of the Plaintiffs’ Statement of Claim, averring, among others, the longstanding business relationship between Jiao and Jeff Bi, Jiao’s involvement in preparing the Restructuring, and the disproportionately favourable terms of the Restructuring towards Jiao. In response, Mr Man submits that if, on the Plaintiffs’ own case, Jeff Bi was dishonest and by such dishonesty, the Former Board, none of whom is alleged to be associated with Jeff Bi, approved the Restructuring, Jiao, being an outsider, would even be less able than the Former Board to know any wrongdoings in the Restructuring. These are submissions in terms of inherent probability of the allegation of Jiao’s knowledge, and there is force in such submissions. 81.However, in considering inherent probability of the allegation, I should also consider the evidence (or lack of evidence) in relation to the agreement between Jiao and Jeff Bi in relation to the Carve-Out. The way that the Carve-Out was carried out between Jiao and Jeff Bi, as mentioned above, is, put mildly, strange, and in my view shows that there was something going on between the two in the Restructuring. This tends to strengthen the particulars pleaded in relation to Jiao’s knowledge. 82.Overall, I am satisfied that there is a serious issue to be tried over Jiao’s knowledge. X. NECESSITY FOR PRESERVATION ORDER AND PROPRIETARY INJUNCTION AND BALANCE OF CONVENIENCE A. Overview 83.In determining where the balance of convenience lies, it is not necessary to show a real risk of dissipation, although presence of such a risk likely tilts the balance in favour of a grant. The Court has to consider whether “something ought to be done for the security of that property”: see Samtani v Samtani [2012] 4 HKLRD 872 at §75(ii) per DHCJ Au-Yeung J (as she then was). “[W]here there is at least a serious issue to be tried on the proprietary claim, the balance of convenience would normally favour the preservation of the subject matter of the action at an interlocutory stage”: see Sky Motion Holdings Limited v China Create Capital Limited [2019] HKCFI 2408 at §79 per Coleman J. 84.Shares and ownership in a private company are unique property. Although normally, they are not readily tradeable, on the Plaintiffs’ case which show serious issues to be tried over how the Plaintiffs’ ownership was diluted, subject to the delay which I shall discuss below and the terms of the injunction, the balance of convenience would lie in favour of a grant to preserve the Subject Assets. B. Delay 85.The approach the Court has towards delay is well established:-
86.Both Mr Jat and Mr Man submit that:-
87.Mr Chain reiterates that delay itself is not a bar to grant of preservation order and proprietary injunction, and the starting point is that once there is a serious issue of a proprietary claim, the balance lies in favour of a grant: see §§83 and 85 above. Further, he points out that the Plaintiffs commenced the present action and issued the Plaintiffs’ Summons only on 25 September 2025 because the Draft GT Report was issued only on 8 September 2025, and therefore, the delay is not culpable. 88.At a first glance, the Draft GT Report reveals not much other information than that already set out in the 29 January 2024 Announcement. However, at least two pieces of information were not in the 29 January 2024 Announcement and had bearing on whether to commence the present action.
89.Without these newly discovered pieces of information, it may be difficult for the Plaintiffs to pinpoint breaches of fiduciary duties, given that the Former Board did consider the Restructuring in quite some detail with reference to the commercial reasons with knowledge of the so-called “pay-to-lose” arrangement, and it may be difficult for the Plaintiffs to seek any interim change by any interlocutory injunction when Jingfeng knowingly put itself into this situation. However, these newly discovered pieces of information show (1) dishonesty on the part of Jeff Bi and (2) the efforts Jeff Bi was prepared to take to play around the Listing Rules to cause the ListCo to pay to lose without the need for the approval of shareholders (among whom Jingfeng was the single largest shareholder at the time). 90.Added to such newly discovered information is the Funding Request, where Jiao (on behalf of GHIL (D2)) indicated that GHIL (D2) would be prepared to “look for other investors” if the Funding Request was not met. These newly discovered information and the possibility of having other investors coming into the picture prompted the Plaintiffs to commence the present action and issue the Plaintiffs’ Summons. In my view, the Draft GT Report and the Funding Request constitute a good explanation for the delay. 91.While, as mentioned above, unexplained delay may be fatal to an interlocutory injunction, adequately explained delay does not mean that the delay would become irrelevant. I do accept that such inordinate delay, explained or not, tilts the balance of convenience towards a refusal of grant. However, having considered:-
I find that the balance of convenience, after all, lies in favour of a grant of a preservation order and proprietary injunction over the Subject Assets. 92.The matter does not end here. Both Mr Jat and Mr Man submit that the Plaintiffs come to the Court without clean hands and thus no injunction should be granted, and in any event, the terms of the injunction sought by Mr Chain are too broad. XI. CLEAN HANDS 93.A plaintiff shall not come to the Court to seek an equitable remedy, like an interlocutory injunction, without clean hands. However, not every unclean hand the Court should shun away. As Lord Scott puts it in Grobbelaar v News Group Newspapers Ltd [2002] 1 WLR 3024 at §90:-
94.Mr Jat and Mr Man submit that while the Plaintiffs purport to seek the injunction to protect the International Business, the Plaintiffs, in particular GHL (P1), have been making unsolicited approaches to Wintipak’s key customers on behalf of Xinjufeng (the parent company of Jingfeng) and attempting to divert customers away from Wintipak, harming the International Business. As a result, on 7 November 2025, pursuant to the Greatview Framework Agreement, Wintipak applied for emergency arbitration relief against GHL (P1) restraining GHL (P1) from contacting, soliciting and making offers to Wintipak’s customers or inviting Wintipak’s customers to place orders with GHL (P1) and its affiliates. Mr Jat asks me to note specifically that in opposing the application for emergency arbitration relief, GHL (P1) never denied the unsolicited approaches and its attempt to divert customers away from Wintipak. On 21 November 2025, the emergency award was granted. I add that there is also suggestion that the Plaintiffs and those behind the Plaintiffs now are seeking to invest in iPack and thus they do not want to accede to the Funding Request. 95.In my view, my finding above that there are serious issues to be tried means that there is a serious issue to be tried over whether Jeff Bi effectively took away the International Business from the Plaintiffs. On this basis, it is at least arguable that the Plaintiffs are taking measures to protect their interests rather than harming the International Business in which they have over 95% economic interest. On balance, I am not satisfied that the Plaintiffs come to the Court without clean hands. 96.In any event, the “grime” on the unclean hands Mr Jat and Mr Man complain of is the competition from the Plaintiffs and those behind the Plaintiffs against Wintipak in the International Business. The preservation order and the proprietary injunction, for the purpose of preserving the Subject Assets, has nothing to do with the competition in question. With the exception of ordinary course of business added to the injunction (see §100 below), the injunction would be limited to the ownership of the Subject Assets, and the boards of GSH (D1), GHIL (D2) and Wintipak would still be entitled to conduct their businesses as usual. In such circumstances, I cannot see any sufficiently close connection between the grime and the injunction being sought. XII. TERMS OF THE INJUNCTION 97.There are four paragraphs in the draft order (the “Draft Order”) annexed to the Plaintiffs’ Summons. A. Paragraph 1 98.Paragraph 1 is framed in the following terms:-
99.I note that by the phrase “diminish the value”, issuance of new shares to dilute the shares in §§(1) and (2) would be covered, but since Wintipak is not a party to the present proceedings and not a party to be restrained by paragraph 1, Wintipak’s decision to issue new shares in Wintipak would not be covered. 100.As mentioned above, Mr Chain fairly accepts that an exception of ordinary course of business of GHIL (D2) and Wintipak could be added. This should be add to the end of paragraph 1 in of the following terms:-
101.Finally, while Wintipak is not a party to the present proceedings, Wintipak is the underlying value of the Subject Assets. As explained by Popplewell LJ in Koza Ltd and Another v Koza Altin Isletmeleri AS [2021] 1 WLR 170 at §83:-
102.In the circumstances, I think paragraph 1 with the exception added is appropriate. B. Paragraph 2 103.Paragraph 2 is framed in the following terms:-
104.As appears in the heading, the injunction in this paragraph is said to be “ancillary”. Mr Chain relies on the Court’s inherent jurisdiction to make any ancillary order to give effect and effectiveness to the proprietary injunction and preservation order: see Koza Ltd and Another v Koza Altin Isletmeleri AS, supra at §65. I have no doubt that the Court has ancillary jurisdiction to grant any order as it thinks fit to give effect and effectiveness to a main order. The question is the scope of the ancillary order. In my view, the burden lies upon the Plaintiffs to satisfy me that such ancillary order is necessary and proportionate. 105.The assets in question, namely, the shares in GHIL (D2) and the shares in Wintipak respectively, are held by GSH (D1) and GHL (P1), and held by GHIL (D2) respectively. The entire shares in GHIL (D2), by paragraph 1, are frozen already. In other words, those shares cannot be transferred away. Insofar as there is any concern that the shares may be diluted, as I explained in relation to paragraph 1 above, by the phrase “diminish the value”, GHIL (D2) would not be able to issue new shares for dilution. Mr Chain submits that paragraph 2 would restrain Jeff Bi and Jiao as well, but insofar as they have any control over GHIL (D2), they would be bound by paragraph 1 in that they could not cause GHIL (D2) to breach paragraph 1. Therefore, I cannot see what §§(3), (4), (5) and (6) would add in relation to the shares in GHIL (D2). 106.Insofar as Wintipak and the subsidiaries are concerned, I note that Jiao is only one of the three directors of Wintipak. An injunction against Jiao and Jeff Bi only in relation to Wintipak and the subsidiaries would not affect the management and operation of these foreign companies, or if it would, this may have an undesirable effect of interference with the management of foreign companies which the Hong Kong Court should be cautious about. In the evidence, there is no suggestion that the other two directors of Wintipak are mere puppets of Jiao and/or Jeff Bi, or that the other two directors are accustomed to acing in accordance with the instructions of Jiao and/or Jeff Bi. If they would do anything to unfairly prejudice the interest of GHIL (D2) as its shareholder or GHL (P1) and the ListCo as its indirect minority shareholder, presumably, in Switzerland where Wintipak is incorporated, there would be some protection like the unfair prejudice regime or double derivative action in Hong Kong, the law to which I should presume the Swiss law to be the same in the absence of any evidence on the Swiss law. 107.Mr Chain submits that prior to the Restructuring, the Plaintiffs had full control over Wintipak, and therefore, right now, the injunction they seek, which is limited to the control in relation to shareholding, is limited and appropriate. With respect, still, in determining whether and how to exercise the Court’s ancillary jurisdiction to give effect and effectiveness to the main order, I should consider whether it is necessary and proportionate. I add that insofar as the situation prior to the Restructuring is relevant to this exercise, the present circumstances are against the Plaintiffs because Jingfeng knowingly bought itself into this situation of lack of control over Wintipak by the General Offer back in February 2025. Although the discovery of the new information in the Draft GT Report may legitimately raise concern, still Jingfeng’s knowingly buying itself into this situation is relevant to the balance of convenience insofar as control of Wintipak is concerned. 108.In the circumstances, I think §§(3), (4), (5) and (6), insofar as they are targeting Wintipak and its subsidiaries, are also inappropriate. 109.So, what remains are §§(1) and (2). The rationale for these two subparagraphs, as far as I can understand from Mr Chain, is that given the sophistication of Jiao and Jeff Bi to strip Wintipak and the International Business away from the Plaintiffs, it would not be surprising that they would appoint new directors who appear innocently ignorant of any Court order in terms of paragraph 1 and remove themselves from the board, and the new replacing directors would there and then be able to do apparently innocently what are not permitted under paragraph 1. In such circumstances, Mr Chain submits, paragraph 1 would be rendered ineffective. Mr Chain submits that at least, I should order Jiao and Jeff Bi to give notice of paragraph 1 of the order to any new incoming directors. 110.With respect, even if there really is concern arising from Jiao and Jeff Bi’s sophistication, §§(1) and (2) are unnecessary and disproportionate for the following reasons:-
111.Thus, the whole paragraph 2 is, in my view, is unnecessary. C. Paragraph 3 112.Paragraph 3 is framed in the following terms:-
113.Mr Chain submits that this paragraph 3 is needed to “prevent the risk that Jiao (D8) or Jeff Bi (D7) may sidestep the asset preservation order by diverting their control of the upstream entities (i.e. companies associated with the Fund) to another pair of friendly hands, who may seek to remove Jiao (D8) or Jeff Bi (D7) as directors of the downstream entities and act with impunity, as these third parties would not be bound by the asset preservation injunctions”: see §57 of his written submissions. 114.In my view, whatever the management of these “upstream entities” would be, as explained in §105 above, paragraph 1 of the Order would freeze the Subject Assets already. Even if the new innocent management of the upstream entitles somehow manage to give instructions to GSH (D1) and/or GHIL (D2) to breach paragraph 1 of the Order, I fail to see why GSH (D1) and/or GHIL (D2) or their directors would take the risk of breaching a Court Order, for the reasons I explained in §110(3) above. 115.Therefore, paragraph 3 is unnecessary. D. Paragraph 4 116.Paragraph 4 is framed in the following terms:-
117.I agree with Mr Chain that classification of an injunction as mandatory injunction or negative injunction is “barren”, borrowing the word of Trower J in JSC Commercial Bank Privatbank v Igor Valeryevich Kolomoisky and Others [2022] EWHC 1445 (Ch) at §39. The ultimate test is not whether it is mandatory or negative, but where the lower risk of injustice lies: see Music Advance Ltd v Incorporated Owners of Argyle Centre Phase I [2010] 2 HKLRD 1041 at §12(2) per Ma J (as he then was). 118.Mr Chain points out the following reasons for his submissions that paragraph 4 is justified and unlikely to cause any real prejudice to the Defendants:-
119.Having considered the above, I am not convinced that paragraph 4 is appropriate. E. Overall 120.The rationale underlying paragraphs 2 to 4 of the Draft Order proposed by Mr Chain may be said to preserve the underlying economic value and the features of the Subject Assets as if they were prior to the Restructuring. In appropriate circumstances, the Court would exercise its ancillary jurisdiction for such purposes. For example, the Court has from time to time granted injunction against sale of a valuable property owned by the company in which shares are subject assets of a proprietary injunction and preservation order. However, the extent of such ancillary jurisdiction should be checked by necessity and proportionality in the determination of where the balance of convenience lies in the specific circumstances of the particular case. As can be seen in my analysis above, in the present case, among other factors, the interference with the companies’ management and Jingfeng knowingly buying itself into a situation of lack of control over the International Business fare significantly against grant. While one may say that Jingfeng also knowingly bought itself into a situation of lack of full ownership of the International Business and thus not even paragraph 1 should be granted, it is a delicate balance I strike by granting paragraph 1 only with the ordinary business exception, bearing in mind that the Plaintiffs have a serious issue to be tried over their proprietary claim and that paragraph 1 would cause less, if any, interference with the internal management of the companies in question. It is, of course, up to the Plaintiffs to re-apply for appropriate injunction and/or take appropriate actions in an appropriate forum especially when there would be material change of circumstances. F. Cross-allegations among the parties 121.It remains for me to point out that Mr Chain refers to various matters to reinforce the Plaintiffs’ position that there is a real risk of dissipation, but Jeff Bi has answers to all these matters. These matters and answers are summarised in §101 of Mr Jat’s written submissions. Suffice to say that these matters and answers are not clear cut, and fall short of any solid evidence for finding a real risk of dissipation. G. Conclusion 122.In conclusion, I shall only grant paragraph 1 of the Draft Order with an exception for ordinary course of business. XIII. JEFF BI’S SUMMONS FOR FURTHER EVIDENCE 123.Lastly, on 28 September 2026, Jeff Bi filed a Summons (the “Evidence Summons”) for leave to file and rely on the Affirmation of Chan Wai Ting Tiffany, which set out the recent development of the emergency arbitral award mentioned in §94 above. The arbitral proceedings were first introduced by the Plaintiffs in §30 of the Statement of Claim as a basis for the Plaintiffs’ allegation that Wintipak as subsidiary sued its parent GHL (P1). I think as a matter of fairness and for the Court to obtain a complete picture, I should allow the Evidence Summons with costs in the Plaintiffs’ Summons as against Jeff Bi. XIV. CONCLUSION 124.In conclusion, I allow the Evidence Summons with costs in the Plaintiffs’ Summons as against Jeff Bi. 125.For the Plaintiffs’ Summons, I make an order in terms of only paragraph 1 of the Draft Order with the exception added at the end “save and except for the ordinary course of business of GHIL (D2) and Wintipak”. 126.For costs, I make a costs order nisi that:-
127.For the purpose of the summary assessments above, the receiving party shall lodge and serve a statement of costs within 7 days upon the costs order nisi becoming absolute, and the paying party shall lodge and serve a list of objections within 7 days thereafter. 128.For the avoidance of doubt, the interim-interim undertakings given by the Defendants on 3 October 2025 have lapsed upon my disposal of the Plaintiffs’ Summons above. 129.It remains for me to thank Mr Chain, Mr Yu and Mr Yeung, counsel for the Plaintiffs, Mr Jat and Mr Tang, counsel for Jeff Bi, and Mr Man and Mr Ho, counsel for GSH (D1), GHIL (D2) and Jiao, for their able and thorough assistance.
Mr Christopher Chain SC, Mr Jason Yu and Mr Alex Yeung, instructed by Deacons, for the 1st to 3rd Plaintiffs Mr Bernard Man SC and Mr Justin Ho, instructed by Baker & McKenzie, for the 1st, 2nd and 8th Defendants Mr Jat Sew-Tong SC and Mr Danny Tang, instructed by Herbert Smith Freehills Kramer, for the 7th Defendant XV. ANNEX 1A and ANNEX 1B
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