YAO GUOLIANG AND ANOTHER v. WANG JIAN SHENG

YAO GUOLIANG AND ANOTHER v. WANG JIAN SHENG

On objective construction of the Undertaking and its context the term 'assets' did not cover mere share certificates; the mere movement of the physical share certificates without transfer of legal title to the shares did not constitute 'dealing with assets' and therefore Wang did not breach the undertaking nor make a false sworn statement; accordingly the ex parte Order 52 leave was set aside and the 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
HCMP2297/2025
Procedural Posture
Contempt (committal) Application Arising From Section 21 M/order 52 Interlocutory Proceedings / Set Aside Summons Heard; Order 52 Leave Set Aside and Contempt Proceedings Dismissed (decision)
Outcome
Order 52 leave set aside; contempt proceedings dismissed
Legal Topics
Order 52 Leave, Meaning of Assets in Undertakings, Full and Frank Disclosure in Ex Parte Applications, Proportionality of Committal Proceedings, Share Certificates Versus Legal Title to Shares
Source Language
EN
Civil Procedure Contempt of Court Company Law Injunctions Equity Order 52 Leave Meaning of Assets in Undertakings Full and Frank Disclosure in Ex Parte Applications +2 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

Contempt (committal) Application Arising From Section 21 M/order 52 Interlocutory Proceedings / Set Aside Summons Heard; Order 52 Leave Set Aside and Contempt Proceedings Dismissed (decision)

Legal Issues

  1. 1 Whether 'assets' in the undertaking included mere share certificates held by bank
  2. 2 Whether movement of share certificates amounted to 'dealing with assets' and breach of undertaking
  3. 3 Whether Wang's affirmation was a false statement on oath and amounting to contempt

Ratio Decidendi

On objective construction of the Undertaking and its context the term 'assets' did not cover mere share certificates; the mere movement of the physical share certificates without transfer of legal title to the shares did not constitute 'dealing with assets' and therefore Wang did not breach the undertaking nor make a false sworn statement; accordingly the ex parte Order 52 leave was set aside and the contempt proceedings dismissed.

Court Disposition

Order 52 leave set aside; contempt proceedings dismissed

Orders

  • Set aside Order 52 leave and dismiss HCMP 2297/2025 (contempt proceedings)
  • Applicants (Yao Guoliang and Jin Yao Holdings Limited) ordered to pay respondent (Wang Jian Sheng) costs of the Set Aside Summons and the Contempt Proceedings summarily assessed at HK$1,800,000 with certificate for two counsel