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:
- criminal convictions
- conspiracy to defraud charges
judgment_result:
- charge: Conspiracy to defraud charges against D1, D2, D3, and D4 (liability issue)
  result: "Appeal allowed, convictions restored. The Court of Final Appeal held that the Court of Appeal\
    \ erred in applying the Snook sham transaction test. The proper approach is to determine whether CISL's\
    \ appointment as placing agent would constitute a connected transaction requiring disclosure under\
    \ the Listing Rules. Since CISL was a connected person to CFHL through Quincy Wong's indirect interest,\
    \ the interposition of Gransing as a front to conceal CISL's actual role constituted unlawful concealment.\
    \ The trial judge's finding that Gransing was a mere disguise was upheld as a proper factual determination.\
    \ The concealment had two objectionable aspects: (1) conflict of interest of the directors involved,\
    \ and (2) avoidance of scrutiny by independent non-executive directors and the Stock Exchange under\
    \ the connected transaction regime. WeChat messages between defendants showed deliberate arrangement\
    \ to use Gransing as a buffer to avoid connected transaction disclosure requirements."
- charge: Convictions quashed by Court of Appeal (quantum issue)
  result: Court of Appeal's decision quashed and set aside. The Court of Final Appeal unanimously allowed
    the prosecution's appeal and restored the original convictions entered by the trial judge. The Court
    held that it was not necessary to prove that the arrangement adopted (using Gransing) itself fell
    within the definition of connected transaction, only that there was concealment of CISL's role which
    would have triggered connected transaction requirements. The trial judge's Reasons for Verdict properly
    addressed the connected transaction issue and made appropriate findings of fact regarding the disguise
    arrangement.
judgment_summary: >-
  HKSAR appealed against the Court of Appeal's decision quashing conspiracy to defraud convictions of
  four defendants who concealed CISL's role as placing agent through interposing Gransing as a front,
  avoiding connected transaction disclosure under Listing Rules. The Court of Final Appeal held the lower
  court erred by applying the Snook sham test. The proper inquiry was whether CISL's appointment would
  trigger connected transaction requirements due to Quincy Wong's indirect interest linking CISL to CFHL.
  The trial judge correctly found Gransing was a mere disguise based on WeChat evidence showing deliberate
  concealment to avoid scrutiny by independent directors and the Stock Exchange. The concealment constituted
  dishonest conduct defrauding regulatory oversight. Appeal allowed; convictions restored for all four
  defendants.
involved_entities:
- entity_name: Mr Justice Ribeiro PJ
  reason: Presiding judge in this case, concurred with the judgment of Sir William Young NPJ and the concurring
    judgments of Mr Justice Lam PJ and Mr Justice Stock NPJ.
- entity_name: Mr Justice Fok PJ
  reason: Presiding judge in this case, concurred with the judgment of Sir William Young NPJ and the concurring
    judgments of Mr Justice Lam PJ and Mr Justice Stock NPJ.
- entity_name: Mr Justice Lam PJ
  reason: Presiding judge in this case, delivered concurring judgment providing alternative route for
    allowing the appeal and restoring convictions.
- entity_name: Mr Justice Stock NPJ
  reason: Presiding judge in this case, delivered concurring judgment on allowing the appeal and restoring
    convictions of the defendants.
- entity_name: Sir William Young NPJ
  reason: Presiding judge in this case, delivered principal judgment allowing the appeal and restoring
    convictions of the defendants.
- entity_name: MAK KWONG YIU
  reason: First respondent (D1) in this criminal appeal, defendant convicted in conspiracy charges.
- entity_name: CHAN LAI YEE
  reason: Second respondent (D2) in this criminal appeal, defendant convicted in conspiracy charges.
- entity_name: WONG SHUK ON
  reason: Third respondent (D3) in this criminal appeal, defendant convicted in conspiracy charges.
- entity_name: LEE YICK MING
  reason: Fourth respondent (D4) in this criminal appeal, defendant convicted in conspiracy charges.
- entity_name: Diplock LJ
  reason: Served as judge in Snook v London and West Riding Investments Ltd, articulated test for determining
    sham transactions, cited in paragraphs 10 and 13 of this judgment.
- entity_name: CISL
  reason: Corporate entity involved as actual placing agent in the connected transaction, whose appointment
    was allegedly concealed by the defendants.
- entity_name: CFHL
  reason: Corporate entity involved in the placing agreements, connected person to CISL through Quincy
    Wong's indirect interest.
- entity_name: Gransing
  reason: Corporate entity allegedly used as front or disguise to conceal CISL's role as actual placing
    agent in the transaction.
- entity_name: Quincy Wong
  reason: Individual with indirect interest in CISL, whose connection to CFHL formed basis of connected
    transaction under Listing Rules.
- entity_name: Stock Exchange
  reason: Regulatory institution responsible for scrutiny of connected transactions under the regime governing
    such transactions, mentioned in paragraph 8.
