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 the Court of Appeal's acquittal of the defendants on conspiracy charges concerning
  concealment of CISL's role as placing agent.
case_object:
- conspiracy convictions
- connected transaction concealment
judgment_result:
- charge: Conspiracy charges - concealment of CISL's role as actual placing agent with Gransing as front
    (liability issue)
  result: "Allowed. Court of Final Appeal allowed the appeal and restored the convictions of all four\
    \ defendants. The gravamen of the conspiracy charges was the dishonest concealment of CISL's role\
    \ as placing agent; the proper approach is to ask whether CISL's appointment would constitute a connected\
    \ transaction under the Listing Rules, which it clearly would as CISL is a connected person to CFHL.\
    \ The Court of Appeal erred in holding that the placing agreements must be sham transactions under\
    \ Snook v London and West Riding Investments Ltd for the prosecution case to succeed. The interposition\
    \ of Gransing as a mere disguise was a question of fact resolved by the trial judge and there was\
    \ no basis for disturbing this finding. The concealment had two objectionable aspects: the directors'\
    \ conflict of interest and the avoidance of scrutiny under the connected transactions regime."
judgment_summary: >-
  HKSAR appealed against Court of Appeal's acquittal of four defendants on conspiracy charges concerning
  concealment of CISL's role as placing agent through Gransing. CFA allowed the appeal and restored all
  convictions. The Court of Appeal erred in requiring the placing agreements to be sham transactions under
  Snook v London and West Riding Investments Ltd; the proper approach is whether CISL's appointment constituted
  a connected transaction under Listing Rules, which it clearly did as CISL was connected to CFHL. The
  concealment had two objectionable aspects: directors' conflict of interest and avoidance of scrutiny
  under the connected transactions regime. The interposition of Gransing as mere disguise was a factual
  finding by the trial judge. Dishonesty was properly addressed and proven by the prosecution.
involved_entities:
- entity_name: Mr Justice Ribeiro PJ
  reason: Presiding judge in this Court of Final Appeal case, delivered judgment concurring with Sir William
    Young NPJ.
- entity_name: Mr Justice Fok PJ
  reason: Presiding judge in this Court of Final Appeal case, delivered judgment concurring with Sir William
    Young NPJ.
- entity_name: Mr Justice Lam PJ
  reason: Presiding judge in this Court of Final Appeal case, delivered concurring judgment providing
    alternative route for allowing the appeal and restoring convictions.
- entity_name: Mr Justice Stock NPJ
  reason: Non-permanent judge in this Court of Final Appeal case, delivered judgment in draft which was
    concurred with by Mr Justice Lam PJ.
- entity_name: Sir William Young NPJ
  reason: Non-permanent judge in this Court of Final Appeal case, delivered lead judgment with which other
    judges concurred.
- entity_name: Lord Diplock
  reason: Served as judge in Snook v London and West Riding Investments Ltd, articulated the test for
    determining whether transactions were sham for purposes of legal proceedings.
- entity_name: HKSAR
  reason: Appellant in this criminal final appeal before the Court of Final Appeal.
- entity_name: MAK KWONG YIU (麥光耀)
  reason: First respondent (D1) in this criminal final appeal, convicted defendant in the underlying proceedings.
- entity_name: CHAN LAI YEE (陳麗兒)
  reason: Second respondent (D2) in this criminal final appeal, convicted defendant in the underlying
    proceedings.
- entity_name: WONG SHUK ON (黃淑安)
  reason: Third respondent (D3) in this criminal final appeal, convicted defendant in the underlying proceedings.
- entity_name: LEE YICK MING (李易明)
  reason: Fourth respondent (D4) in this criminal final appeal, convicted defendant in the underlying
    proceedings.
- entity_name: CISL
  reason: Connected person to CFHL, actual placing agent whose role was concealed by the defendants through
    the interposition of Gransing.
- entity_name: CFHL
  reason: Company involved in the placing agreements, to which CISL was a connected person.
- entity_name: Gransing
  reason: Front company or disguise used to conceal CISL's role as actual placing agent.
- entity_name: Quincy Wong
  reason: Individual with indirect interest in CISL, creating the connected person relationship to CFHL.
- entity_name: Hong Kong Stock Exchange
  reason: Regulatory body whose regime governing connected transactions was to be avoided through the
    concealment.
- entity_name: The learned trial judge
  reason: Presiding judge at trial who addressed the issue of connected transaction and made factual findings
    regarding Gransing being a mere disguise.
- entity_name: Court of Appeal
  reason: Lower appellate court whose judgment was under appeal, fell into error by misapplying the Snook
    test for sham transactions.
