Disclaimer: These articles do not constitute legal advice and seek to set out the general principles of the law. Detailed advice should therefore be sought from a legal professional relating to the individual merits and facts of a particular case. The photographs included in this document are for decorative purposes only and should not be taken as a depiction of any matter related to the cases summarised. The views and opinions expressed in these articles are solely those of the members authoring them and do not necessarily reflect the official policy or position of Denis Chang’s Chambers, or of any other member or members of Denis Chang’s Chambers.
Insights
This edition of DCC Commercial Digest features a selection of significant judgments released in June 2025. Curated by Anson Wong Yu Yat and Tiffany Yau, this issue highlights four noteworthy cases, each accompanied by a concise summary. Our aim is to provide valuable insights into recent legal developments and enhance understanding of critical issues in commercial law.
Summary of Cases
Case 1: Clarification on principles on allegations of fraud and unlawful means conspiracy
Real Estate and Finance Fund (In Liquidation) & Anor v Sun Cheuk Pak Alan & Ors [2025] HKCFI 2478
Date of Judgment: 23 June 2025
Coram: Mr. Recorder Maurellet SC
This case (where Ms Tiffany Yau of Denis Chang’s Chambers acted for the 2nd, 9th, 12th, 13th, 15th and 16th Defendants) involves a 19-day trial in respect of liquidators’ recovery action for over HK$1 billion against 20 defendants for unlawful means conspiracy, breach of fiduciary duties, and dishonest assistance. In its 222-page Judgment, the Court clarified key principles concerning allegations of fraud and unlawful means conspiracy.
Case 2: Court of Appeal addresses second threshold requirement for winding up foreign company and allows appeal against winding-up order
Re Up Energy Development Group Ltd [2025] HKCA 555
Date of Judgment: 16 June 2025
Coram: Hon Chu VP, Barma JA and G Lam JA
This is an appeal by an opposing creditor (represented by Mr Anson Wong Yu Yat of Denis Chang’s Chambers) against a winding-up order made by Linda Chan J against Up Energy Development Group Ltd, a company incorporated in Bermuda and previously listed on the Main Board of The Stock Exchange of Hong Kong Ltd. Allowing the appeal, Barma JA (giving the Judgment of the Court of Appeal) addressed the second threshold requirement for the Hong Kong court to exercise its power to wind up a foreign company – namely, whether there is a reasonable possibility that the winding-up order would benefit those applying for it.
Case 3: Strict compliance with asset disclosure orders in the insolvency context
China Evergrande Group v Hui Ka Yan & Ors [2025] HKCFI 2465
Date of Judgment:10 June 2025
Coram: Hon Coleman J
This case arose from the liquidation of China Evergrande Group (“CEG”) and focused on the scope and timing of asset disclosure obligations under a Mareva/freezing injunction. In short, asset disclosure must be provided as at the date the injunction originally made, regardless of subsequent extensions of time for compliance, which changes only the deadline for compliance but not the substantive obligation to disclose assets.
Case 4: Court of Final Appeal interprets “body corporate” and “issued share capital” in section 45 of Stamp Duty Ordinance
John Wiley & Sons UK2 LLP & Anor v The Collector of Stamp Revenue [2025] HKCFA 11
Date of Judgment: 16 June 2025
Coram: Chief Justice Cheung, Mr Justice Ribeiro PJ, Mr Justice Fok PJ, Mr Justice Lam PJ and Mr Justice Gummow NPJ
This appeal concerned the proper interpretation of section 45 of the Stamp Duty Ordinance (Cap 117) which exempts certain instruments from stamp duty, including instruments “to transfer a beneficial interest in Hong Kong stock, from one associated body corporate to another”; the criterion for association is expressed in terms of beneficial ownership of “not less than 90 percent of the issued share capital”. The Court of Final Appeal considered whether a “body corporate” within the meaning of section 45 could include a limited liability partnership and whether such a partnership had “issued share capital” under the same provision.