Hong Kong Case Law: Decisions & Judgments

Topic

Disclosure obligations under listing rules

Legal area

Court

25 Feb 2021

LANDWAY INVESTMENTS LTD v. AREA ASIA LTD

Citation

[2021] HKCFI 231
Court

Court of First Instance
Case number

HCA756/2016

Court found Jun made an unequivocal false representation (repeating the purported RMB55m Xiaobian Offer and insisting 'take it or leave it' at US$3.2m) which induced the plaintiff to increase the price; the Xiaobian Offer was a forgery produced by defendant officers (chiefly CFO Tsoi) and knowledge of the forgery is attributable to the defendant via its senior officers (Tsoi and Jun); entire agreement clause did not exonerate the defendant from fraud; plaintiff proved causation and loss and was awarded US$700,000.
12 Oct 2018

SECURITIES AND FUTURES COMMISSION v. YIU HOI YING CHARLES AND OTHERS

Citation

[2018] HKCFA 44
Court

Court of Final Appeal
Case number

FACV5/2018

By majority the court held that "using relevant information" in s271(3) is satisfied where the price‑sensitive information was a factor in the decision to deal at the time and allowed the seller to take advantage of an artificially high price; subjective belief that the information would remain confidential or be resolved "behind closed doors" does not negate use. The MMT erred in accepting the "behind closed doors" justification; the respondents\' dealings after 26 April 2007 constituted insider dealing not excused by s271(3).
17 Dec 2015

SECRETARY FOR JUSTICE v. LO KING FAT AND OTHERS

Citation

SECRETARY FOR JUSTICE v. LO KING FAT AND OTHERS
Court

Court of Appeal
Case number

CAAR6/2014

The Court held the original sentences were manifestly inadequate given the seriousness, scale and roles of the defendants; it set higher appropriate starting points for each offence, applied limited discounts for clear record and conduct of defence and for positive character where warranted, and allowed a modest additional discount because the sentences were substantially increased on review, then quashed and substituted the original sentences with the new determinate terms and a consecutive element for the 2nd defendant.
22 Oct 2015

SECURITIES AND FUTURES COMMISSION v. CHAN SHUI SHEUNG IVY

Citation

SECURITIES AND FUTURES COMMISSION v. CHAN SHUI SHEUNG IVY
Court

Court of First Instance
Case number

HCMA630/2014

The Court held the magistrate’s factual findings were within the range of reasonable conclusions: the four SEHK letters could be excluded as involuntary in the circumstances because SEHK was a person in authority in the respondent's mind and answers were given under threat of disciplinary consequences; on the evidence it was open to the magistrate to find Richcom had not manifested an intention to exercise conversion rights until the 18 February 2008 resolution; the Convertible Bond did not fall within the Listing Rule definition of an "option" for the purposes alleged and the loan/Subscripti…
9 Apr 2015

SECURITIES AND FUTURES COMMISSION v. CHAN SHUI SHEUNG IVY

Citation

SECURITIES AND FUTURES COMMISSION v. CHAN SHUI SHEUNG IVY
Court

Court of First Instance
Case number

HCMA630/2014

The judge held that most of the SFC's proposed questions raised factual challenges rather than points of law susceptible to resolution by case stated; the case stated process must be reserved for clear errors of law or perversity. Consequently the court refused to direct inclusion of the detailed admissibility questions (Questions 1(a)–(e)) and other fact‑based points, but granted an order of mandamus under s112 requiring the magistrate to amend the stated case to include three specific legal questions concerning (i) whether no reasonable magistrate properly directed could have found that PME…
28 Mar 2012

CITIC PACIFIC LTD v. SECRETARY FOR JUSTICE AND ANOTHER

Citation

CITIC PACIFIC LTD v. SECRETARY FOR JUSTICE AND ANOTHER
Court

Court of Appeal
Case number

CACV60/2011

The Court of Appeal held that Hong Kong law recognises a limited/partial waiver of legal professional privilege determined by the circumstances of disclosure; on the facts the probabilities show Citic waived privilege only for the purpose of the SFC investigation and not generally; delivery of documents by the SFC to the Department of Justice was permissible to obtain legal advice integral to the investigation; the fraud exception did not apply because there was not a clear or strong prima facie case that the documents were created to facilitate a conspiracy to defraud, so privilege remained…
24 May 2011

SECURITIES AND FUTURES COMMISSION v. FAN DI AND OTHERS

Citation

SECURITIES AND FUTURES COMMISSION v. FAN DI AND OTHERS
Court

Court of First Instance
Case number

HCMP1761/2009

On the agreed facts the court concluded the business and affairs of POIL were conducted so that its members were not given information they might reasonably expect (breach of s.214(1)(c)); having applied the established principles and considered mitigation the court ordered a one year disqualification against each respondent (2nd, 3rd and 4th) and made costs orders: 3rd to pay HK$200,000, 4th to pay HK$195,000, and 2nd to pay the SFC's costs attributable to him to be taxed if not agreed.
18 Mar 2010

SECURITIES AND FUTURES COMMISSION v. CHEUNG KENG CHING AND OTHERS

Citation

SECURITIES AND FUTURES COMMISSION v. CHEUNG KENG CHING AND OTHERS
Court

Court of First Instance
Case number

HCMP1869/2008

On the uncontested facts the court found that the four transactions amounted to misfeasance/defalcation, breaches of directors' duties and conduct unfairly prejudicial to members under s214; accordingly the court made disqualification orders (R3 for 4 years; R1 and R2 for 5 years) and ordered Rontex to commence High Court civil proceedings against R1, R2 and R3 within 60 days with specified directions allowing use of admissions/documents from these proceedings, modest quarterly reporting to the SFC and liberty to apply for further directions; witness expenses and costs procedure ordered.
16 Jan 2006

WINNIE HO YUEN KI v. THE SECURITIES AND FUTURES COMMISSION

Citation

WINNIE HO YUEN KI v. THE SECURITIES AND FUTURES COMMISSION
Court

Court of First Instance
Case number

HCAL113/2005

The SFC reasonably and lawfully exercised its discretion not to investigate: there was no evidence of oppression or fraud, adequate disclosure had been made, the matters were remote or beyond the SFC's jurisdiction and of negligible impact on the Hong Kong market, and the decision was not irrational; consequently the proposed judicial review was unarguable and leave was refused.