plaintiff:
- HKSAR
defendant:
- MAK KWONG YIU (麥光耀)
- CHAN LAI YEE (陳麗兒)
- WONG SHUK ON (黃淑安)
- LEE YICK MING (李易明)
jurisdiction_code: HKCFA
jurisdiction_name: Court of Final Appeal of the Hong Kong Special Administrative Region
case_location:
- 香港特別行政區
- Hong Kong Special Administrative Region
case_reason: >-
  HKSAR appeals against Court of Appeal's decision quashing convictions of four respondents for conspiracy
  to defraud in relation to concealment of connected transactions under Listing Rules.
case_object:
- convictions for conspiracy to defraud
- connected transaction disclosure obligations
judgment_result:
- charge: Conspiracy to defraud charges against D1, D2, D3, and D4 (liability issue)
  result: "Appeal allowed, convictions restored. Court held that the Court of Appeal erred in applying\
    \ the Snook sham transaction test. The proper test is whether defendants dishonestly agreed to conceal\
    \ CISL's role as actual placing agent by using Gransing as a front. Court accepted trial judge's finding\
    \ that Gransing was merely a disguise to avoid connected transaction disclosure requirements under\
    \ Listing Rules. The concealment had two objectionable aspects: (1) conflict of interest of directors\
    \ involved, and (2) avoidance of scrutiny by independent non-executive directors and Stock Exchange.\
    \ Evidence including WhatsApp messages between defendants clearly showed the purpose was to use Gransing\
    \ as a buffer to avoid connected transaction consequences."
- charge: Whether placement agreements constituted connected transactions requiring disclosure (quantum
    issue)
  result: Affirmed as connected transactions. Court held it was unnecessary to prove Gransing itself was
    a connected person. The key issue was whether CISL's appointment as placing agent would constitute
    a connected transaction - answer clearly affirmative as CISL was a connected person to CFHL through
    Quincy Wong's indirect interest. The concealment of CISL's actual role violated Listing Rules requiring
    disclosure of connected transactions and directors' material interests. Court rejected defendants'
    argument that technical compliance with placement agreement documentation negated dishonesty.
judgment_summary: >-
  HKSAR appealed against acquittal of four defendants convicted of conspiracy to defraud by concealing
  connected transactions under Listing Rules. The core dispute was whether using Gransing as intermediary
  to hide CISL's role as placing agent constituted fraudulent concealment. The Court held the Court of
  Appeal erred by applying the Snook sham test; concealment need not involve sham transactions. Evidence
  including WhatsApp messages proved defendants dishonestly agreed to use Gransing to avoid disclosure
  of CISL's connected person status and evade scrutiny by independent directors and Stock Exchange. Appeal
  allowed, convictions restored.
involved_entities:
- entity_name: Mr Justice Ribeiro PJ
  reason: Presiding judge in this case, agreed with the judgment of Sir William Young NPJ and concurring
    judgments.
- entity_name: Mr Justice Fok PJ
  reason: Presiding judge in this case, agreed with the judgment of Sir William Young NPJ and concurring
    judgments.
- entity_name: Mr Justice Lam PJ
  reason: Presiding judge in this case, provided concurring judgment with additional reasons for allowing
    the appeal.
- entity_name: Mr Justice Stock NPJ
  reason: Presiding judge in this case, provided concurring judgment for allowing the appeal and restoring
    convictions.
- entity_name: Sir William Young NPJ
  reason: Presiding judge in this case, delivered the main judgment allowing the appeal and restoring
    the convictions of the defendants.
- entity_name: MAK KWONG YIU
  reason: First respondent (D1) in this criminal appeal case, defendant in conspiracy charges.
- entity_name: CHAN LAI YEE
  reason: Second respondent (D2) in this criminal appeal case, defendant in conspiracy charges.
- entity_name: WONG SHUK ON
  reason: Third respondent (D3) in this criminal appeal case, defendant in conspiracy charges.
- entity_name: LEE YICK MING
  reason: Fourth respondent (D4) in this criminal appeal case, defendant in conspiracy charges.
- entity_name: Diplock LJ
  reason: Served as judge in Snook v London and West Riding Investments Ltd, articulated the test for
    determining sham transactions, cited in paragraphs 10 and 13 of this judgment.
- entity_name: CISL
  reason: Company involved as the actual placing agent that was allegedly concealed in the connected transaction.
- entity_name: CFHL
  reason: Company involved in the placing agreements and connected transaction with CISL.
- entity_name: Gransing
  reason: Company allegedly used as a front or disguise to conceal CISL's role as placing agent.
- entity_name: Quincy Wong
  reason: Individual with indirect interest in CISL, relevant to establishing the connected person relationship.
- entity_name: Stock Exchange
  reason: Regulatory institution whose scrutiny of connected transactions was allegedly avoided by the
    defendants.
