The Companies Judge annulled a bankruptcy order against our client, concerning a judgment debt exceeding HK$90 million. This ruling, under HCB 3372/2024, addresses key issues related to jurisdiction and due process in bankruptcy proceedings.
The bankruptcy petition was issued against our client, who resides in Mainland China and Australia. A review of the court documents shows that the bankruptcy order should never have been made. Key reasons include:
1. There is no jurisdiction to grant the bankruptcy order as our client was not an ordinary resident in Hong Kong and had not been in Hong Kong for a single day since almost three years preceding the petition.
2. The substituted service order for the bankruptcy petition should be set aside for material non-disclosure e.g. the petitioner did not disclose our client’s foreign addresses known to the petitioner.
3. The petitioner failed to do all reasonable steps to bring the relevant statutory demand to our client’s attention.
In open court, The Honourable Madam Justice Linda Chan granted our client’s application, ruling that the bankruptcy order shall be annulled. The Judge emphasized that the bankruptcy order should not have been made in the first place, and that the status quo ante shall be restored.
Consequently, costs arising from the bankruptcy order, as well as fees and expenses incurred by the trustees and the Official Receiver, will not be charged to our client. The learned Judge also approved our legal costs in full, expressly that our claimed amount is reasonable.
This case is led by our Partner Mr. Mathew Liu, assisted by our Litigation Associate Ms. Crystal Yip. Our Litigation Department has extensive experience representing both petitioners and respondents as well as insolvency practitioners as liquidators in bankruptcy and winding-up proceedings, frequently attending the Companies Court matters.
Our Partner Sidney Ho has been appointed as a Member of the Property Committee of the Law Society of Hong Kong.
The Property Committee performs the following functions :-
1. To promote and advise the profession on good conveyancing practice.
2. To advise the Standing Committee on Standards and Development on means of improving the competence of and supervision of unqualified persons in conveyancing transactions.
3. To determine applications for waiver or modification of the standard forms of Sale and Purchase Agreement.
4. To determine applications for waiver of the Guidelines for Deeds of Mutual Covenant.
5. To respond to enquiries and make determination on the interpretation and application of Rule 5C of the Solicitors' Practice Rules.
6. To review, consider and comment on bills and legislation affecting or relevant to the conveyancing practice, including the Land Titles Ordinance (Cap. 585), its rules and regulations and proposed amendments thereto.
The functions of the Property Committee are pivotal as the conveyancing profession drives reformative developments in multiple key components in the real estate market. It is hoped that our firm’s experience will bring meaningful contributions. Our firm has an established conveyancing practice involving first-hand residential properties for developers and statutory bodies, block acquisition for re-development, as well as many major private transactions with complexities involved. Mr. Ho’s appointment in the Property Committee is an extension of our firm’s dedication to serving the profession and Hong Kong as a whole.
We filed a bankruptcy petition against an individual employer (“Madam So”) for outstanding wages owed to her employees upon instructions from the Protection of Wages on Insolvency Fund Board (“Fund Board”) on 18 July 2023. The bankruptcy petition was strenuously contested by Madam So and adjourned before the Judge for substantive hearing.
At the substantive hearing, the first instance Judge fully accepted our submissions that there is no bona fide dispute of debt on substantial grounds and no genuine cross-claim. The debt was a judgment debt pursuant to an Award of the Labour Tribunal, which Madam So had made no attempt to set aside or appeal against throughout. As Madam So expressed clearly that she had no intention to repay the petitioning debt, the Judge granted a usual Bankruptcy Order against Madam So on 2 May 2024. Please refer to the Reason for Decision handed down on 29 May 2024.
Madam So then appealed against the Bankruptcy Order. Recently, her appeal was dismissed by the Court of Appeal as she had made no valid grounds of appeal, whether error of fact or error of law. In any event, the Court of Appeal is satisfied with the detailed analysis of the Judge at the lower court when he exercised the discretion to grant a Bankruptcy Order. The Court sees no good reason to interfere with the Bankruptcy Order. Please refer to the Judgment handed down by the Court of Appeal on 26 March 2025.
On a separate note, since the granting of the Bankruptcy Order, Madam So has entered into our office on three different occasions to protest and caused harassment, nuisance and/or disturbance, and refused to leave. To ensure the safety and convenience of our clients, guests and occupiers at our office at all times, our firm acted swiftly and assertively by applying for an Injunction Order against Madam So and the judge is satisfied that an injunction is warranted and to be granted. Please refer to the Injunction Order dated 28 February 2025.
The injunction application is led by our Partners Mr. Sidney Ho and Mr. Mathew Liu. The bankruptcy proceedings are led by our Associate Ms. Winnie Hui. As a panel law firm of the Fund Board, we have handled over 250 cases in the past two years involving outstanding wages. We take pride in serving the public interest through our specialized insolvency expertise. We strive to provide assistance to employee even at times of facing unreasonable and fierce opponent.
We advised the controlling shareholder of HK Asia Holdings Limited (港亞控股有限公司) (stock code: 1723) (the “Company”) in relation to the disposal of his controlling stake in the Company, and also advised the Company as the offeree company regarding the mandatory unconditional cash general offer made on behalf of the new investors to acquire the entire issued share capital of the Company pursuant to the Hong Kong Code on Takeovers and Mergers (the “Offer”). The deal also involved a proposed issue of convertible notes by the Company to the new investors. The Offer was successfully closed on 14 March 2025.
The Company, together with its subsidiaries, is principally engaged in the wholesale and retail sales of pre-paid products (such as subscriber identification module (SIM) cards and top-up vouchers) in Hong Kong, and intends to explore investment opportunities relating to cryptocurrencies and blockchain projects following the close of the Offer.
Our ability to steer through intricate legal and regulatory issues involved in public M&As, along with our seamless coordination with other professional parties and swift responses to regulators, have been pivotal in bringing this deal to a close within a tight timeframe. Building on our role in advising the Company on its successful listing on the Main Board of the Hong Kong Stock Exchange in 2018, we are pleased to have supported our valued client in achieving yet another significant milestone as it embarks on a new chapter of development. The deal underscores our commitment to providing strategic guidance and unwavering support to help our clients navigate the opportunities and challenges that lie ahead.
Our team was led by partner Mr. Simon Siu and assisted by senior associate Mr. Olson Lai, associates Mr. Marco Chong and Ms. Sherrie Ma, and trainee solicitors Mr. Andes Leung and Ms. Janice Leung.
We successfully resisted an application for setting aside the registration of a Mainland judgment in the Court of Hong Kong.
The underlying dispute concerns the defendant’s engagement for our client, the plaintiff, to organize a World Electronic Sports Games in Suzhou, PRC. The Games were held, but the defendant defaulted in payment. The Intermediate People’s Court of Suzhou handed down a judgment (the ,“Mainland Judgment”) ordering the defendant to pay a sum above RMB 3 million. Our client registered the Mainland Judgment in the Court of Hong Kong for cross-border enforcement purposes.
To avoid enforcement in Hong Kong, the Defendant raised 5 grounds in support of the set aside application. All 5 grounds were rejected by Deputy High Court Judge Alan Kwong, who held that:-
1. There was a choice of Mainland court agreement within the meaning of Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap. 597) (the “Ordinance”).
2. The Mainland Judgment involves compensation, and not a penalty of punitive nature.
3. The Defendant was indeed summoned to appear before the Mainland Court, and documents were effectively served.
4. The allegation for material non-disclosure is not made out.
5. It is undesirable to de-register and re-register an order just to deal with a clerical error in which the slip rule applies.
There are three takeaways.
First, clients who navigate across options to enforce Mainland judgments may consult lawyers in Hong Kong in order to benefit from the avenues provided under the Ordinance.
Meanwhile, as parties who are subject to Mainland judgments may wish to raise a wide array of complaints during the enforcement process, it is strategically important to differentiate main points of attack against peripheral issues.
Finally, sports law has become a rapidly evolving area of legal practice in Hong Kong. As legal practitioners explore how the legal system can contribute in amicable resolutions of sports-related disputes, let us not forget that the integral function of the Court’s adversarial system continues to play a pivotal role in resolving such disputes judicially.
This case is led by our Partner Ms. Jenny Wong, assisted by Trainee Solicitor Ms. Chloe Fan.
Our Partner Mr. Sidney Ho was appointed as a Member of the Continuing Professional Development (“CPD”) Committee of the Law Society of Hong Kong.
The CPD Committee performs a wide range of functions with regard to the CPD Scheme, i.e. formulate and review policies, procedures and guidelines, monitor implementation and administration, recommend for revision or reform, and determine applications for exemption. The CPD Committee also reviews the Mandatory Practice Management Course and the Risk Management Course.
Our Partner Mr. Mathew Liu gave a full day workshop to the officers of the Wage Security Division of the Labour Department on 21 February 2025.
Titled “Legal Workshop on Insolvency and Liquidation: From Theory to Practice”, this Workshop aimed to equip government officials for their daily operation under the statutory regime in commencing winding-up or bankruptcy proceedings against defaulting employers in order to process and release ex gratia payments to their employees, and at the same time, to share our practical experience in order to foster better understanding on how insolvency and liquidation cases are conducted.
Our Associate Ms. Winnie Hui also assisted and shared her case experience in the Workshop. We are glad that the participants are satisfied with the Workshop
We obtained favourable judgment in a highly contentious probate case for our clients with such judgment becoming a landmark decision in this area of law in Hong Kong.
In Re The Estate of Ip Chan Kee [2025] HKCFI 657, 7 children of the deceased father litigated in two camps. Our clients successfully asked the Court to pronounce their father’s will to fulfill his last wishes.
This is the first case in Hong Kong’s judicial history discussing and ruling on the principle of ‘fraudulent calumny’, which is an ancient legal doctrine to allow a disinherited person to challenge the validity of a will. In layman’s terms, the gist of fraudulent calumny is when a representor makes a false representation about the character of another potential beneficiary to a testator with the purpose and effect of inducing the testator to make testamentary dispositions that are adverse to that other potential beneficiary. This case has two significant implications:-
First, this is the first Hong Kong case applying the leading UK authority, which held that a successful claim of fraudulent calumny shall include positive findings of 6 elements i.e. a representation was (1) made to the testator which was (2) false and (3) about the character of the existing or potential beneficiary, (4) for the purpose of inducing the testator to alter his testamentary dispositions, (5) at the material time when the representor knew that it was untrue, or recklessness as to its truth; and as a result, (6) the will was made only because of the fraudulent calumny.
Secondly, parties disputed how the (4)th element i.e. the ‘purpose’ shall be interpreted. The other camp suggested a broader test: so long as the false representation was material and the representor intended to deceive, a specific purpose on the part of the representor shall not be necessary. However, The Hon. Mr. Justice H. Au-Yeung rejected this argument and accepted our legal team’s arguments with reference to an obiter in a UK case that a stricter approach should be adopted to require that the purpose of the false representation was to specifically induce the testator to alter his testamentary dispositions, and not something else. Such a ruling is now a forceful precedent in Hong Kong and will influence all future cases where ‘fraudulent calumny’ is in issue.
We are glad to have maintained the integrity of the deceased’s will, and achieved justice for his beloved. We are also thrilled to be part of making new case law for the common law in Hong Kong.
This case is led by our Partner Mr. Roy Leung, assisted by Senior Associate Ms. Theresa Law, Associate Ms. Koey Wong, Associate Ms. Shirley Yu and Trainee Solicitor Mr. Manson Chan.
We succeeded in a recent corporate commercial litigation involving probate matters.
In Re Skylab Limited [2025] HKCFI 596, our client obtained the grant of representation to act as an executrix of the estate (the “Estate”) of her deceased father (the “Deceased”) who owns shares in a company (the “Company”). We served a notice pursuant to section 158(1) of the Companies Ordinance, requiring the Company to register the Deceased’s shares in our client’s name. The Company gave no response.
Deputy High Court Judge Le Pichon held that the Company is bound to accept the grant of representation as sufficient evidence, and our client being the executrix of the Estate is the only person recognised by law as the full owner of the Deceased’s shares. The Court ordered that the shares in the name of the Deceased be registered in the name of our client.
This case demonstrates that the corporate commercial litigations can be impactful in high-net-worth families with estate disputes. A company operating family business may be deadlocked or mismanaged by persons taking advantage of a member’s death. The present registration regime fulfils the deceased member’s last wishes by enabling shareholders’ rights to be transmitted to the designated person.
This case is led by our Senior Partner Mr. Peter Sit, and assisted by our Partner Mr. Mathew Liu, Senior Associate Ms. Theresa Law and Litigation Associate Ms. Shirley Yu.
Please read the Decision.
As we welcome the new year, we proudly recognize 11 dedicated members of our team with long service awards. Among them, two individuals have served with us for 40 years, one for 35 years, and two for 30 years.
Their decades of loyal service reflect a deep commitment to our firm and its values. These awardees play an essential role in our daily operations, providing invaluable support that fosters a positive work environment and helps us function smoothly as a team.
At SFKS, we treasure our multi-generational and inclusive culture, where every team member's contribution is valued. We look forward to celebrating many more milestones together!
The full list of our long service awardees are as follows:-
Cathine Leung (Conveyancing Clerk) 40 years
Stanley Lui (Conveyancing Clerk) 40 years
Annie Cheung (Legal Executive) 35 years
Joseph Wong (Partner) 30 years
Maggie Leung (Secretary) 30 years
Carrie Law (Secretary) 15 years
Eva Ho (Secretary) 15 years
Connie Lee (Secretary) 15 years
Jenny Wong (Partner) 10 years
Andrew Wong (Litigation Clerk) 10 years
Vivian Leung (Office Assistant) 10 years
Our firm is pleased and honoured to act for Bank SinoPac in providing corporate financing to a subsidiary of a listed company. We have successfully accomplished the financing project in a short period of time. The case was led by our Senior Associate Ms. Cindy Fong of the Conveyancing Department and assisted by our Associates Ms. Cheryl Yuen, Ms. Natalie Ngan and Ms. June Wang.
We look forward to assisting clients in many more corporate financing cases in the future.
The forthcoming amendments to the Land Titles Ordinance will introduce a title registration system for newly granted land, aiming to eliminate the burdensome of retaining and checking historical title documents and streamline the conveyancing process.
Under the new system, registered owners will be recognized as the legal owners as the Title Register is conclusive evidence of the title to the property. Property transactions will be simplified, as verification can be conducted through the Title Register with reduced checking on title documents. Title will be established as a matter of fact by simply checking the Title Register.
This transition will improve efficiency, while the role of conveyancing lawyers will evolve rather than diminish. We will actively engage with these changes to navigate the new landscape and provide informed guidance to clients, particularly regarding the implications of the amended laws on adverse possession and potential title disputes.
We encourage all stakeholders to stay informed and prepared for these important developments, and to witness the new reform in Hong Kong whilst title registration system has been operating in many overseas jurisdictions such as UK, Malaysia and Australia with common law background.
For enquiries, please contact our Partner Mr. Mathew Liu and our Senior Associate Ms. Cindy Fong.
