We recently obtained Judgment of the Hong Kong High Court in favour of our client concerning an agreement made relating to the listing of a Hong Kong listed company and performance of certain pre-listing and post-listing obligations. The end result is that we have successfully assisted our client in defending against loan claims totaling HK$35 million and counter-claiming against the former chairman cum controlling shareholder of the listed company for a sum of over HK$51 million with interest and costs after trial.
The subject proceedings have lasted for almost 5 years and involve numerous factual disputes on events dating back for up to 15 years. Our client succeeded on the claims in full notwithstanding that the subject agreement was made orally back in 2003 and many of the potential supporting documents were no longer retrievable. The opposite parties raised 12 points of challenge (as well as a number of other points which were eventually abandoned by the end of the trial) to attack our client’s case and evidence, but all of them were rejected by the trial judge.
The trial of the cases also involved some interesting issues, e.g. question on abuse of process concerning factual findings already made by a foreign Court on the same factual disputes between related parties, last-minute applications for permission to give evidence via video link, authenticity of documentary exhibits sought to be used by opposite parties and complaint of uttering forged documents in court proceedings.
This litigation is conducted by our Senior Associate Mr. Sidney Ho, assisting our Senior Partner Mr. Peter Sit and our Litigation Partner Mr. Roy Leung.
We are representing the majority owners (approximately 84%) of an industrial building in Kwun Tong and have recently commenced legal proceedings in the Lands Tribunal under the Land (Compulsory Sale for Redevelopment) Ordinance (Chapter 545) seeking for an order to sell all the undivided shares in the building by way of public auction for redevelopment purpose. We also assist clients in dealing with pre-action negotiations with the minority owners, and team up with valuation experts, structural engineers and building surveyors in the process to deal with all relevant legal requirements provided in the Ordinance.
The redevelopment value of the building is estimated to be over HK$1.7 billion.
Our Litigation Partner, Mr. Roy Leung, handles this case, and is assisted by our Litigation Associate Mr. Ricky Cheung and our Trainee Solicitor Ms. Heike Chau.
Our litigation partner, Mr. Roy Leung, recently went to the British Virgin Islands (BVI) to assist our client in making an application to the BVI court for directions to be given to the Joint Liquidators for proper process of liquidation. The case concerns a typical situation where the BVI company is merely a holding vehicle of a wholly-owned subsidiary which further indirectly holds shares in a Hong Kong company with substantial businesses operated in Hong Kong.
Despite the time difference of 12 hours, our team has worked seamlessly with local BVI lawyers as well as Queen’s Counsel in this cross-border litigation in order to help our client take care of issues arising in the BVI and Hong Kong.
We have provided support and assistance to a client, British Virgin Islands (BVI) lawyers and Queen’s Counsel in the United Kingdom in respect of a trial of a BVI court action (lasting 23 days from November 2017 to February 2018) concerning a dispute amongst shareholders of a platinum 5-Star hotel project in the PRC.
Our legal team, including our litigation partner Mr. Roy Leung and our senior litigation associate Mr. Sidney Ho, has travelled to the BVI, Saint Lucia (where the BVI Court was then temporarily relocated to due to Hurricane Irma) and London for this purpose and has achieved synergy with legal teams in Hong Kong, the BVI, the United Kingdom and Saint Lucia for maximizing the interest of our client.
We successfully defended a doctor in a Medical Council disciplinary inquiry against two charges of professional misconduct.
The doctor was charged for failing to explain the nature of a box of cream to the complainant and to label the box of cream appropriately. This is remarkably the first time a doctor in Hong Kong is charged for professional misconduct in prescribing a non-medicine (the box of cream in the present case). These unprecedented charges were tested by our complex legal arguments on the application of the Code of Professional Conduct of the Medical Council to non-medicines. This is also a rare case where conflicting factual disputes were involved in a Medical Council inquiry, as the doctor defended that the box of cream in question had not been prescribed by him to the complainant. In acquitting the doctor for both counts, the Council accepted the defence’s submissions that paragraph 9 of the Code of Professional Conduct of the Medical Council does not apply to non-medicines, and that the legal officer failed to prove that the box of cream in question was in fact a medicine prescribed by the doctor.
The full acquittal is an impressive result, particularly in view of the extremely high conviction rate (93% in average from 2005 to 2015) of disciplinary proceedings with the Medical Council. This case is handled by our Litigation Partner Mr. Roy Leung, assisted by our Litigation Associate Mr. Mathew Liu.
We are acting for Sun Hung Kai Properties in the sale of residential units in the “St. Barths (雲海)” of Phase 1 of the St. Barths Development (雲海發展項目). “St. Barths (雲海)” provides a total of 353 residential units in which our firm is responsible for handling around 176 of them. The project is led by our partner Ms. Margaret Choi and assisted by Ms. Angela Wong (senior associate), Mr. William Chan (associate) and a team of experienced conveyancing clerks.
Dragon King Group Holdings Limited is successfully listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited with Stock Code: 8493. Sit, Fung, Kwong & Shum’s Corporate Team acting for the Sponsor, Bookrunner and Lead Manager in this listing, comprised of C. K. Kwong, Joseph Wong, Cecilia Yung, Ricky Cheung and Louise Lam.
The Dragon King Group is a restaurant group operating the well-known Cantonese cuisine restaurants under the brand names of “Dragon King”, “Dragon Seal”, “Imperial Seal” and “Dragon Feast” in Hong Kong, China and Macau. The Group is included in the “Michelin Guide Hong Kong & Macau” and a multiple award-winner of Hong Kong Tourism Board’s “Best of the Best Culinary Awards”.
The Listing, the Listing Ceremony and Celebration Dinner took place on 16th January 2018. The Group’s Chairman, Chef Wong Wing Chee (affectionately known in Hong Kong and the business as “Chi Gor”) personally prepared hundreds of abalones to serve his guests that evening at the Group’s own Dragon King Restaurant in Hopewell Centre. Photos recording the memorable occasions that day are shown here.
We are pleased to announce that our trainee solicitors, Ms. Veronica Wong and Mr. Ricky Cheung were admitted on 30 September 2017 by the High Court as Solicitors. Our Senior Partner, Mr. Peter Sit moved Veronica and Ricky for their admission. Veronica and Ricky will stay with our firm as Associates whose focus will be on Corporate, Commercial and Litigation work.
The Arbitration (Amendment) Ordinance 2017 was gazetted on 23 June 2017 http://www.gld.gov.hk/egazette/pdf/20172125/es1201721255.pdf after the Arbitration (Amendment) Bill 2016 was passed by Hong Kong’s Legislative Council (“Legco”) on 14 June 2017.
The idea of the new law was proposed by C.K. Kwong, a senior partner of Sit Fung Kwong & Shum, to the Hong Kong Government Working Group on Intellectual Property Trading which was formed to study the overall strategy for promoting Hong Kong as an IP trading hub. The Sub-Group on IP Arbitration and Mediation with Mr. Kwong appointed as Convener, looked into the strategic area of IP ADR with the view to developing Hong Kong into an IP ADR hub. Mr. Kwong delivered his draft working paper to the Working Group on Arbitrability of IPR when it was set up by the Department of Justice in May 2015.
The Arbitration Ordinance (Cap. 609 of the Laws of Hong Kong) has now clarified that disputes over intellectual property rights are arbitrable and that it is not contrary to the public policy of Hong Kong to enforce arbitral awards involving intellectual property rights (IPR).
The amendment legislation was the result of rounds of consultation and after 19 drafts were developed between November 2015 to June 2017. When the main operative part of the new legislation relating to IP arbitration come into operation on 1 Jan 2018, parties choosing Hong Kong law as the lex arbitri governing the arbitration agreement and/or Hong Kong seat (legal place of arbitration), the relevant tribunal will not have to worry about jurisdictional issues surrounding arbitrability of IP rights under the New York Convention Articles V(1)(a) and (2)(a)(b) (corresponding to UNCITRAL Model Law – Articles 36(1)(a)(i) and 36(1)(b)(i)(ii) ).
Hong Kong now has an added competitive edge above those jurisdictions which do not provide a clear statutory guidance to address potential concerns and uncertainties on the arbitrability of registered IP rights.
When the Arbitration (Amendment) Bill 2016 was first gazetted on 2nd December 2016, Senior Partner, C. K. Kwong, delivered a talk on the same day at the session entitled “Resolution of IP Disputes – Recent Development” at the Business of IP Asia Forum 2016 (the session was co-organized by the Department of Justice and Hong Kong Trade Development Council). Mr. Kwong’s earlier power point presentation can be found at http://www.sfks.com.hk/upload/newsfile/0000000045.pdf .
As part of its drive to promote mediation, the Department of Justice organized a seminar on mediation during its “Meditate First” Pledge 2017 campaign.
Senior Partner C. K. Kwong and Consultant Sylvia Siu were invited by the DOJ to be speakers at the Panel on Commercial Disputes on 13th June 2017 at the Hong Kong Convention and Exhibition Centre. The Seminar began with an opening speech by the Registrar of the High Court, Mr. Lung Kim-wan which was immediately followed by a Mock Mediation and the Panel Session. A Reception followed the event with welcome remarks delivered by the Honourable Mr. Rimsky Yuen SC and keynote speech by the Honourable Mr. Justice Lam, V-P.
A set of the powerpoint used by C. K. Kwong to explain the background, reasons and technique to use mediation (including facilitative and evaluative mediations) to resolve IP disputes can be found at following link on our website. Sylvia summarised the presentations of the speakers at the end of the session.
We acted for two clients in the disposal of Nos.1, 3 & 5 Pollock’s Path, The Peak. The consideration of the transaction was HK$2.8 billion. Formal agreement was entered into on 4th January 2017 and completion took place on 31st March 2017. Preceding that, we conducted a private tender on behalf of clients. The current purchaser successfully snatched the deal from other interested parties just before the close of the private tender. This is the second occasion within last two years when the firm’s property team participated in the sale of valuable land lots on the Peak. In August 2015, we assisted another client to sell No.22 Barker Road by way of a company sale to the present new owner at the reputed price of $1.5 billion.
The Pollock’s Path transaction was similarly handled by our senior Partner, Peter Sit and partner, Margaret Choi; on this occasion they were assisted by associates Maggie Lee, Jason Ho and trainee solicitor Sophia Au.
We acted for Mr. Joseph Lau, Luen-hung in the distribution of all the 74.99% shares in Chinese Estates Holdings Limited indirectly held under a discretionary trust founded by him. Chinese Estates is company listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 127) with market capitalisation of over HK$20 billion. After the distribution on 1 March 2017, Mr. Lau Ming Wai (the son of Mr. Joseph Lau) and Ms Chan Hoi Wan (the spouse of Mr. Joseph Lau), as trustee for her minor children Lau Chung-hok and Lau, Sau-wah, indirectly hold shares representing approximately 24.97% and 50.02% of the total issued share capital of Chinese Estates respectively.
Our firm’s Corporate and Commercial team cooperated closely with our Trust team to deal with the complex commercial transaction including obtaining waiver from the Securities and Futures Commission for general offer obligations under the Takeovers Code, waiver from the Stock Exchange regarding directors’ securities dealings during black out period and consent from professional trustee, relocation of shares etc.
Our Trust team was led by our senior partner Mr. Peter Sit and our Corporate & Commercial team was led by our partner Mr. Joseph Wong. The other members of the teams include our associate Ms. Vivian Ng and trainee solicitors Ms. Veronica Wong and Mr. Kin Chu.
