NEWS & UPDATES
RTC successfully represented BOC to resist a debtor’s leave application to appeal to CFA
Following our news article “Application of Mainland Judgments (Reciprocal Enforcement) Ordinance to Bankruptcy Proceedings” published in September 2021, RTC has recently successfully resisted on behalf of Bank of China the debtor’s application for leave to appeal to the Court of Final Appeal against the Court of Appeal’s judgment of Lu Yongliang v Bank of China Limited, Dongguan Branch and Another  HKCA 1048 (“CA Judgment”).
Despite the fact that the Court of Appeal has already refused to grant leave for the debtor to appeal, the debtor attempted, as a last resort, to resist enforcement by Bank of China by applying to the Court of Final Appeal for leave to appeal. However, on the day of the oral hearing of the leave application, the debtor did not appear. Having satisfied that the debtor had been duly informed of the oral hearing, the Court of Final Appeal dismissed the debtor’s leave application.
A copy of the Determination by the Court of Final Appeal can be retrieved from the link here.
The Court of Final Appeal’s ruling has finally put the 5-year protracted legal battle between the bank and the debtor to an end. Whilst the Court of Final Appeal did not and needed not decide on the applicability of Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap. 597) to bankruptcy proceedings, it is believed that the CA Judgment would, for the time being, serve as the leading authority in such respect which will instil greater certainty and confidence in practitioners involved in cross-border enforcement actions.
RTC appointed by the Law Society of Hong Kong as the Intervention Agent of Messrs. T L Ip and Co
On 8 November 2022, the Council of The Law Society of Hong Kong resolved to exercise its statutory powers to intervene into the practice of Messrs. T L Ip and Co under section 26A(1)(b) and/or 26A(1)(n) of the Legal Practitioners Ordinance and appoint Messrs. Ronald Tong & Co as the intervention agent of Messrs. T L Ip and Co for the protection of the clients and the public.
We are honoured to announce that following our appointment as intervention agent in the intervention of Messrs. Li & Associates and Messrs. H. T. Ngan & Co., our firm has been appointed again by the Council of The Law Society of Hong Kong as intervention agent. We are grateful for the Council’s instructions and trust and confidence in our firm.
Webinar on “An analysis on disputes involving performance bonds”
We are honoured to be once again invited by one of the four largest PRC banks to host a webinar on 19 October 2022 on issues related to performance bonds for its staff members. Similar to our previous webinar on the topic of “Legal risks faced by the PRC banks in providing credit facilities to Hong Kong-related entities” in August 2022, the webinar was attended by over 100 staff members from different branches in the Guangdong province.
Our Mr. Ronald Tong (Senior Partner), Ms. Iris Lee (Partner) and Mr. Max Chan (Assistant Solicitor) shared a wide array of Hong Kong and UK cases relevant to the enforcement of performance bond to the attendees. We also took a deep dive into the “fraud exception” which restrains calls on performance bond as well as the arbitration procedures in Hong Kong.
In the Q&A session, recommendations as to the steps to be taken by PRC banks when facing a court order restraining payment under performance bonds were provided to the attendees.
RTC acted for a beneficiary of an estate to obtain a special grant of administration ad colligenda bona in urgent circumstances
RTC has secured a grant of administration ad colligenda bona for client under rule 51(b) of the Non-Contentious Probate Rules (Cap. 10A) (“NCPR”) in respect of an estate of substantial amount.
The action was brought due to the imminent resumption of a landed property owned by the estate, which had been left unadministered for over three years due to prolonged dispute between the co-executors. As a result of RTC assisting client to obtain the grant of administration ad colligenda bona in less than a month, the landed property was successfully sold to the Urban Renewal Authority before resumption and millions have been preserved for the estate.
The ex-parte on notice application was first heard before a Master, who then referred the matter to the Duty Judge because the Master was concerned with the “contentious’ nature of the application and thus lacking jurisdiction to make a grant.
Agreeing with RTC’s view, Duty Judge ruled that the Master should have the jurisdiction to deal with the application in the first place, because whether an application is “contentious” under NCPR depends on the substance of opposition and whether there is any real contention to the issues of the application (Re Wan Sing Hon  4 HKLRD 621).
Webinar on “Legal risks faced by the PRC banks in providing credit facilities to Hong Kong-related entities”
We are honoured to be invited by one of the four largest PRC banks to host a webinar on 31 August 2022 on “Legal risks faced by the PRC banks in providing credit facilities to Hong Kong-related entities” for its staff members. The webinar received an overwhelming response as over 100 participants attended the webinar.
Our Mr. Ronald Tong (Senior Partner), Ms. Iris Lee (Partner) and Mr. Max Chan (Assistant Solicitor) gave a succinct summary on the debt recovery procedures, bankruptcy and winding-up regime in Hong Kong. Valuable experience on cross-border enforcement actions as well as asset-tracing techniques in Hong Kong were also shared to the participants.
We thank once again for the invitation from the bank.
RTC appointed by the Law Society of Hong Kong as the Intervention Agent of Messrs. H. T. Ngan & Co.
On 30 December 2021, the Council of The Law Society of Hong Kong resolved to exercise its statutory powers to intervene into the practice of Messrs. H. T. Ngan & Co. under section 26A(1)(h) of the Legal Practitioners Ordinance and appoint Messrs. Ronald Tong & Co as the intervention agent of Messrs. H. T. Ngan & Co. for the protection of the clients and the public on the basis that Ms. Ngan Hiu Ting, its sole practitioner, has been suspended from practice.
The Law Society of Hong Kong’s earlier intervention into the practice of other law firms led to further investigation of the practice of Messrs. H. T. Ngan & Co. Based on the further investigation and after considering the written representations from Ms. Ngan, the Council considered that Ms. Ngan was unfit to practise and resolved to exercise its statutory power under section 8A(3) of the Legal Practitioners Ordinance to suspend Ms. Ngan from practice with immediate effect pending a decision of the Solicitors Disciplinary Tribunal constituted to deal with the matter.
RTC appointed by the Law Society of Hong Kong as the Intervention Agent of Messrs. Li & Associates
On 23 November 2021, the Council of The Law Society of Hong Kong resolved to exercise its statutory powers to intervene into the practice of Messrs. Li & Associates under sections 26A(1)(a)(i)/(ii) and 26A(1)(c) of the Legal Practitioners Ordinance and appoint Messrs. Ronald Tong & Co as the intervention agent of Messrs. Li & Associates for the protection of the clients and the public. It was revealed in the police investigation that Messrs. Li & Associates were allegedly involved in the handling of fraudulent transactions involving properties worth over HK$60 million.
In particular, the Council had reason to suspect dishonesty on the part of a former employee of Messrs. Li & Associates who allegedly signed off on the conveyancing and legal charge documents as the witness to the allegedly forged signatures of vendors and borrowers who had either already passed away or emigrated and not physically present in Hong Kong at the time of the relevant property transactions, and the Council considered that the exercise of its statutory intervention powers is in the interests of the public or the clients of Messrs. Li & Associates.
The Council was also satisfied that Messrs. Li & Associates had allegedly committed breaches of the Solicitors’ Accounts Rules (Cap 159 sub leg) including, among others, making improper withdrawal of money from client accounts, failing to keep proper books and accounts, and failing to establish and maintain proper internal control over its accounting system.
Apart from Messrs. Li & Associates, Messrs. Flora Lam & Co, Solicitors is also being intervened by The Law Society of Hong Kong as a result of the above-mentioned police investigation. Messrs. Deacons was appointed as the intervention agent of Messrs. Flora Lam & Co, Solicitors.
Mr. Ronald Tong as expert on Hong Kong law testified in a civil case before Qianhai Cooperation Zone People’s court, Shenzhen Municipality
As a panel expert on Hong Kong law of Benchmark Chambers International & Benchmark International Mediation Center, our Mr. Ronald Tong (Senior Partner) testified before the Qianhai Cooperation Zone People’s court, Shenzhen Municipality of the People’s Republic of China in the case of Chan Dik Hong v. Tencent Music Entertainment (Shenzhen) Company Limited via the remote hearing application of the Shenzhen Court.
Benchmark Chambers International & Benchmark International Mediation Center is a non-profit organisation registered with the Civil Affairs Bureau of Shenzhen Municipality as a cross-border legal service platform which provides services in foreign law ascertainment and international commercial mediation.
For the video broadcast of the court hearing, please visit http://tingshen.court.gov.cn/live/24623389
RTC assisted YesAsia Holdings Limited’s over HK$129 million IPO
Ronald Tong & Co assisted YesAsia Holdings Limited (“YesAsia”) in its global offering of 39,540,000 shares and listing on the Main Board of The Stock Exchange of Hong Kong Limited (Stock code: 2209).
YesAsia is a Hong Kong-headquartered E-commerce platform operator engaging in the procurement and sale of Asian fashion and lifestyle, beauty and entertainment products to customers around the world.
Our team provided advice and other assistance to YesAsia on the reorganisation and ancillary matters in relation to its listing from Hong Kong law and listing rules compliance perspectives. Our team also acted for YesAsia in rendering reports on tenancies and licenses entered into by the YesAsia and its subsidiaries.
RTC advised on acquisition of bakery chain
Ronald Tong & Co advised a Hong Kong private company on its acquisition of a well-known local bakery chain with a history of more than 30 years and over 25 outlets in Hong Kong.
Our team provided guidance and advice on legal due diligence, deal structure, pricing and completion mechanism throughout the acquisition process to tailor the deal to client’s business objective and risk profile.
RTC acted for Yip’s Chemical (00408.HK) on HK$282 million disposal of property holding company
Ronald Tong & Co acted for Yip’s Chemical Holdings Limited (00408.HK)("Yip’s Chemical") on the sale of an industrial building in Fanling, Hong Kong held by its group to a third party investment fund via disposal of the entire issued share capital of a property holding subsidiary together with shareholder's loan at a total consideration of HK$282 million. Simultaneous exchange and completion took place in July 2021.
Yip’s Chemical group manufactures and trades petrochemical products including solvents, coating, inks and lubricants, it boasts a distribution network that covers all major provinces and cities in the People’s Republic of China. Shares of Yip’s Chemical are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 408).
Unfreezing of about HK$150 million in the Securities Accounts Frozen by SFC
About HK$150 million in the securities accounts of our clients were frozen by a Restriction Notice of the Securities and Futures Commission (“SFC”) for suspected insider dealing.
We made an application by way of submissions to have the Restriction Notice withdrawn.
The basis of our application was the unreasonably wide scope of the Restriction Notice and undue delay on the part of the SFC to deal with the investigation.
The Restriction Notice was withdrawn, and the securities accounts were unfrozen.
Application of Mainland Judgments (Reciprocal Enforcement) Ordinance to Bankruptcy Proceedings
Whilst Bank of China (“BOC”) was suing the debtor in Mainland China, BOC served a statutory demand on the debtor in Hong Kong for about RMB600 million which was a debt arising from a guarantee.
The debtor applied to set aside the statutory demand, and the application was dismissed by the Court of First Instance.
The debtor appealed to the Court of Appeal.
The major ground raised by the debtor was that BOC was not entitled to bring any proceedings against him in Hong Kong under the guarantee; it was further argued that BOC should have enforced the judgment by the court in Mainland China under the Mainland Judgments (Reciprocal Enforcement) Ordinance (Cap. 597) (“MJREO”).
The Court of Appeal dismissed the debtor’s appeal and held that, inter alia, MJREO is irrelevant in this case given that at the time the statutory demand was presented, the relevant Mainland judgment was not capable of being registered in Hong Kong.
The Court of Appeal also ruled that the service of a statutory demand is not a legal process and bankruptcy proceedings are not “proceedings for the recovery of a sum payable” under section 22 of the MJREO, having regard the class right nature of bankruptcy proceedings.
The ruling of the Court of Appeal is a landmark decision in that it is the first decision in Hong Kong which clarifies the applicability of section 22 of the MJREO to bankruptcy proceedings. The decision should be welcomed by practitioners involved in cross-border enforcement actions.
A copy of the judgment by the Court of Appeal can be retrieved from the link here. *
*Note: The judgment is subject to appeal to the Court of Final Appeal.
RTC acted for a former director of Shanshui Cement to defend claims of conspiracy and breach of directors’ duties
We acted for a former independent non-executive director of China Shanshui Cement Group Limited (“CSC”; a company listed in HKEX (Stock Code: 00691)) in defending a claim for breach of fiduciary duties and unlawful means conspiracy, seeking for damages in the amount of at least HK$277 million.
The action was brought against eight ex-directors and two substantial shareholders of CSC. 8 legal teams, involving a total of 17 barristers, including Senior Counsel took part in the 35 days’ trial. As majority of the witnesses were residing outside Hong Kong, due to travel restrictions arising from COVID-19, cross examination of most factual and expert witnesses took place via videoconferencing facilities with the assistance of electronic trial bundles of more than 100,000 pages, which is equivalent to 400 physical paper bundles. The case is now pending the Court’s judgment.
The case involved two camps of shareholders fighting over control of CSC where the incoming board lodged claims against the outgoing board only 3 days after the takeover. One of the issues raised by the defendants was whether adequate due diligence and/or investigation had been conducted before commencement of legal action. An incoming director, who was also a receiver of the shares of one of the major shareholders of CSC at the material time, was challenged for being overzealous in commencing proceedings. In the course of the trial, counsel for the defendants also raised the question of whether a director, being a non-party, who commence the proceedings prematurely should bear the costs of the action.
Grand Opening of Ronald Tong & Co
We are happy to announce the official opening of Ronald Tong & Co on 2 August 2021.
Leading by Mr. Ronald Tong, founder of Ronald Tong & Co and Cheung Tong & Rosa Solicitors (a Hong Kong based law firm with over 40 years of history), Ronald Tong & Co will provide high quality corporate commercial, intellectual property, litigation, real property and private clients and related services to international, local and mainland China clients.
May we also take this opportunity to thank our clients for their trust and continuous support of our team.