YAO GUOLIANG AND ANOTHER v. FOREVER WINNER INTERNTIONAL LTD AND OTHERS

YAO GUOLIANG AND ANOTHER v. FOREVER WINNER INTERNTIONAL LTD AND OTHERS

On an objective construction of the Undertaking and its context, "assets" did not include mere physical share certificates; the mere movement of those certificates from the UBS account without more did not constitute dealing with Forever Winner's assets and therefore did not breach the Undertaking or render Wang's affirmation false; accordingly the ex parte Order 52 leave was set aside and the committal (contempt) proceedings dismissed.

Citation
[2026] HKCFI 1146
Parties
1st Plaintiff: Yao Guoliang; 2nd Plaintiff: Jin Yao Holdings Limited; 1st Defendant: Forever Winner International Limited; 2nd Defendant: Wang Jian Sheng; 3rd Defendant: Sino Century Holdings Limited; 4th Defendant: Yongling Xia
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
2 March 2026
Case Number
HCMP2442/2024
Procedural Posture
Application for Committal for Contempt Arising From Undertakings Given in Section 21 M High Court Ordinance Proceedings; Challenge to Order 52 Leave / Decision on Set Aside Summons to Set Aside Ex Parte Order 52 Leave (interlocutory Hearing, Leave Set Aside and Proceedings Dismissed)
Outcome
Order 52 leave set aside; contempt proceedings dismissed
Legal Topics
Order 52 Leave, Committal Proceedings, Full and Frank Disclosure (ex Parte), Construction of Undertakings, Meaning of "assets" in Undertakings, Proportionality in Enforcement
Source Language
EN
Civil Procedure Contempt of Court Company Law Injunctions Evidence Order 52 Leave Committal Proceedings Full and Frank Disclosure (ex Parte) +3 more

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Parties

Yao Guoliang

1st Plaintiff

Jin Yao Holdings Limited

2nd Plaintiff

Forever Winner International Limited

1st Defendant

Wang Jian Sheng

2nd Defendant

Sino Century Holdings Limited

3rd Defendant

Yongling Xia

4th Defendant

Procedural Posture

Application for Committal for Contempt Arising From Undertakings Given in Section 21 M High Court Ordinance Proceedings; Challenge to Order 52 Leave / Decision on Set Aside Summons to Set Aside Ex Parte Order 52 Leave (interlocutory Hearing, Leave Set Aside and Proceedings Dismissed)

Legal Issues

  1. 1 Whether "assets" in the Undertaking included mere physical share certificates held in bank custody
  2. 2 Whether the movement of the share certificates constituted "dealing with assets" and breached the Undertaking
  3. 3 Whether Wang made a false statement on oath in the affirmation filed in pursuance of the Undertaking

Ratio Decidendi

On an objective construction of the Undertaking and its context, "assets" did not include mere physical share certificates; the mere movement of those certificates from the UBS account without more did not constitute dealing with Forever Winner's assets and therefore did not breach the Undertaking or render Wang's affirmation false; accordingly the ex parte Order 52 leave was set aside and the committal (contempt) proceedings dismissed.

Court Disposition

Order 52 leave set aside; contempt proceedings dismissed

Orders

  • Order 52 leave granted ex parte set aside
  • Contempt Proceedings (HCMP 2297/2025) dismissed