HKSAR v. Chen Keen (Alias Jack Chen) and Others

On 31 August 2026, a corrigendum issued in HKSAR v Chen Keen (alias Jack Chen) and Others (CACC 228/2023), supplementing the Court of Appeal's 26 August 2026 judgment (Macrae Acting CJHC, Poon and Lam JJA) by adding the formal terms of a certificate granted to the appellants on a point of law concerning jury directions on Listing Rules terminology in a conspiracy to defraud prosecution. The appeal arises from HCCC 309/2019 ([2024] HKCFI 327).

The three appellants, Chen Keen, Hao May (formerly Wang May Yan), and Yee Wenjye, were tried in the Court of First Instance on a charge of conspiracy to defraud a listed company and its shareholders in relation to a Very Substantial Acquisition governed by the Listing Rules. The prosecution alleged that the defendants made false representations as to the connection between them, with one being a director of the listed company and another the vendor. They were convicted. On appeal, they contended the trial judge failed to determine and direct the jury, as a matter of law, on the meaning of "connection transaction" and "connected person" under the Listing Rules, leaving the regulatory terminology undefined for the jury.

The Court of Appeal granted a certificate on the following terms (§17):

"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 made false representations as to the connection/relationship between them, one being a director of the listed company and the other the vendor, is the Judge required as a matter of law, to determine and direct the Jury, on the meaning of a 'connection transaction' and a 'connected person' under the Listing Rules?"

The result is that the appeal may proceed on that certified point of law.

What it means for practitioners: where a conspiracy to defraud prosecution turns on Listing Rules concepts such as "connected person" and "connection transaction", defence counsel at trial should request specific directions defining those regulatory terms where the prosecution's theory of dishonesty depends on them. On appeal, the trial record should be scrutinised for any failure to give such directions, since the Court of Appeal has now signalled that the question whether such directions are legally required raises a fit point for appeal.