The placing agents of the offering include Sigma Capital Management Limited, Haitong International Securities Company Limited, China Industrial Securities International Brokerage Limited, Shanxi Securities International Limited, Yuan Tong Global Securities Limited, Danehill Capital Limited, Guotai Junan Securities (Hong Kong) Limited, Shenwan Hongyuan Securities (H.K.) Limited, Emperor Securities Limited, Industrial Bank Co., Ltd. Hong Kong Branch, Huatai Financial Holdings (Hong Kong) Limited, Target Securities International Limited, CCB International Capital Limited, Donghai International Securities (Hong Kong) Limited, ICBC International Securities Limited, TFI Securities and Futures Limited, Star River Securities Limited, Gentech Capital (Hong Kong) Limited, and SunRiver International Securities Group Limited.

Tai’an Financial Holdings is a core operating entity designated to provide comprehensive financial services within Tai’an City and to implement the Tai’an Municipal Government’s blueprint for enriching and developing the local financial market and economy. The group is mainly engaged in four principal business segments: financial leasing, guarantee service, private capital investment, and supply chain trading.

Our team comprised our partners Hank Lo, Gordon Tsang and Erica Cheng, senior associate Anthony Wong and trainee solicitor Selina Tsang.

Please contact our partners Hank Lo, Gordon Tsang and Erica Cheng for any enquiries or further information about this transaction.

But as Warren Buffett famously said, “only when the tide goes out do you discover who’s been swimming naked”. In the economic downturn of the last few years, cashflow dwindled and the overleveraged were weeded out. Bond defaults became rampant, and so were recovery actions by gutted bondholders.

 Recovery of bond debt was once thought straightforward. A more conservative claimant would choose to commence a civil action against the issuer company to obtain a summary judgment first. Others would either seek to petition for winding-up directly, or join in as supporting creditors.

The case below reveals how a recalcitrant issuer could complicate and drag the proceedings on for months on end.

Winding-up at First Instance

On 8 June 2023, a winding-up petition was presented by a CIES bondholder against China Zenith Chemical Group Ltd (“Company”) based on a summary judgment. After coming to terms with the Company, the original petitioner dropped out.

Several other CIES bondholders immediately applied to substitute as the petitioner. Stevenson, Wong & Co. represents one of the bondholders who have, up to the date of this article, tirelessly pursued their claims against the Company.

Rather than putting forward a scheme of arrangement / proposal for debt-restructuring (as is fashionable), the Company vigorously disputed all claims of bond default (currently 10+ and counting) in the winding-up proceedings.

The Company’s approach resulted in the Court exercising case management power to hear the (substituted) petition and the substitution applications at once. At the hearing on 3 June 2024, Hon Linda Chan J adjourned the petition together with the claims of 3 supporting creditors for substantive arguments. The substantive hearing took place before Recorder Suen SC on 19 September 2024.

Our client’s case is that he subscribed to a CIES bond through an intermediary. He adduced evidence of full payment of the subscription price to the intermediary, the bond certificate signed and sealed by the Company, and letters from the Company to the Immigration Department year after year confirming our client’s status as a bondholder.

The Company argued that it had only received partial payment of the subscription price from the intermediary, and that the bond was cancelled by some private agreements between the Company and the intermediary.

The Court criticized the Company for how its defence evolved over time (i.e. that our client agreed to extend the maturity, that the Company had received no payment of the subscription price at all, and then finally that it and the intermediary had agreed to cancel the bond). The absence of the intermediary from the proceedings did not lend credibility to the Company’s. As a result, the learned Recorder found no bona fide dispute as to the debt on substantial grounds on 10 October 2024.

The Company bargained for time to pay the debt before a winding-up order is pronounced, and the Learned Recorder allowed as such on 18 October 2024.

At this point, the creditors may think they were at the finishing line, but they would be sorely mistaken.

The Witching Hour

One has to admire the Company’s tenacity and ingenuity. In the next few months, the Company

• • • sought an extension of time to pay; and yet argued that it ought not to pay.

• • • applied for an expedited appeal on the ground that it expected to raise sufficient fund to avoid a winding-up; and then (at the polar opposite) applied for an expedited appeal on the ground that it could not raise sufficient fund to avoid a winding-up.

• • • announced a placement of shares, and procured its Financial Adviser to affirm the market’s interest; and then ironically extended the “long-stop” date of the placement when none is shown.

• • • adduced support letters from “bondholders” that further fundraising was preferred to immediate winding-up, but opted not to produce the register of bondholders or the relevant bond documents.

All these were to seek adjournments of the winding-up petition.

Fortuitously for the Company, the Court of Appeal finally ordered an expedited appeal, and while Hon. Anthony Chan J. criticized the Company’s ploy at the hearing of the Companies Court on 2 December 2024, he reluctantly adjourned the hearing of the winding-up petition until after the disposal of the appeal.

The Court of Appeal’s decision and beyond

The appeal was heard on 20 February 2025 before Hon Kwan VP, Cheung JA, and Barma JA, and judgment was handed down on 11 March 2025.

The appeal was largely an appeal on facts. The Court of Appeal found that the Company was rehashing its arguments at the Court below, and found no palpable errors in the learned Recorder’s assessment of evidence.

At the hearing before the Companies Court on 17 March 2025, DHCJ Gary Lam made a usual winding-up order against the Company despite the Company’s submission that it was carrying out yet another round of fundraising activities. It remains to be seen what tactics will be deployed to keep the bondholders at bay even in the Company’s winding-up.

Implication to bondholders

In a typical winding-up proceedings where the original petitioner drops out, it is understandable that a supporting creditor may want to defer to other creditors to apply for substitution in order to save legal costs.

As demonstrated in the present case, however, where there is sufficient commonality among the claims (all being bond defaults), the Court may exercise its case management power to hear the petition and multiple substitution applications together. This helps to exert maximum pressure, which is particularly important in a case against a recalcitrant debtor.

Our Partner Mr. Dominic Lau, solicitor advocate, appeared in the Court of First Instance on behalf of one of the bondholders / supporting creditors as sole advocate. On appeal, Counsel Mr Jeff Yau appeared on our instruction. The team was also assisted by associate Mr. Harold Chiu and trainee solicitors Ms. Kayla Yu and Ms. Selina Tsang.

Please contact our Partner Dominic Lau for any enquiries or further information.

This news update is for information purposes only. Its content does not constitute legal advice and should not be treated as such. Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.

此次全国涉外仲裁人才培训班（香港）由司法部与香港特别行政区律政司成立的香港国际法律人才培训学院联合举办，同时得到了中国政法大学和中国法律服务（香港）有限公司的大力支持。该培训班为期两周，吸引了众多专业人士参与，其中包括国资委推荐的内地企业法律顾问，以及各地司法局和律师协会推荐的资深法律从业者，学员总数超过 80 名。培训班特别邀请了香港国际法律人才培训专家委员会成员以及本港资深法律界人士代表授课，旨在推动两地仲裁规则相互借鉴，促进人才协同发展。

徐凯怡律师以“参与国际仲裁：机遇与挑战　(Engaging in International Arbitration: Opportunities and Challenges)”为主题展开授课，深度剖析了多个关键要点，包括中国法律从业者在国际争议市场中面临的机遇、香港国际仲裁中心 2024 年规则下的标准国际仲裁流程、国际仲裁过程中的文化与程序差异，以及国际仲裁中的不同角色等。课堂上，徐律师通过互动练习，增强了学员对课程内容的认识与理解，提升了他们在国际仲裁领域的实践能力。

如阁下有任何查询或想了解更多详情，请联络本所合伙人徐凯怡律师。

• Top Talent Pass Scheme;
• General Employment Policy;
• Admission Scheme for Mainland Talents and Professionals;
• Quality Migrant Admission Scheme;
• Immigration Arrangements for Non-local Graduates;
• Admission Scheme for the Second Generation of Chinese Hong Kong Permanent Residents;
• New Capital Investment Entrant Scheme;
• Capital Investment Entrant Scheme;
• Technology Talent Admission Scheme; and
• Vocational Professionals Admission Scheme.

Principal applicants and/or their dependants under the specified schemes are required to pay a non-refundable application fee of HKD600 for each application of entry, change of conditions of stay or extension of stay. In addition, the visa and entry permit issuance fees for approved applications are increased from the original flat rate of HKD230 to HKD600 for visas with a validity period of 180 days or less, and to HKD1,300 for visas with a validity period of 181 days or more. The changes reflect the “user pays” principle adopted by the Government.

The Hong Kong Immigration Department has accordingly implemented the new fees structure on 26 February 2025. Our Immigration Practice Team helps applicants pursue their applications in the respective schemes.

Please contact our Partner Willy Cheng for any enquiries or further information.

This news update is for information purposes only. Its content does not constitute legal advice and should not be treated as such. Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.

The A-List highlights the most highly recommended private practice lawyers across various fields within China’s legal market. Following months of rigorous market research, CBLJ has identified future leaders who are redefining excellence through innovation, reshaping value standards, and bringing new momentum to the legal industry.

We would like to take this opportunity to thank CBLJ for the recognition and express our gratitude to our clients for their continued trust and support.

For more information, please contact our Partner Gordon Tsang, or click here to see the rankings on the CBLJ.

The Court of First Instance of the Hong Kong Special Administrative Region recently delivered a judgment in TE v LSY [2024] HKCFI 3652 that sheds light on the complexities surrounding child abduction and custody under the Child Abduction and Custody Ordinance (Cap. 512) (“CACO”) and the Hague Convention on the Civil Aspects of International Child Abduction, 1980 (“the Convention”). Delivered on 23 December 2024, this ruling examines the issue of consent as a ground of objection to the return of the child following the child’s abduction and/or retention.

Mr. Calvin Lo, our partner at Stevenson, Wong & Co, represented the Plaintiff father (“the Father”) in these proceedings.

Case Summary

The proceedings involved a child, GT (“the Child”), who was born in wedlock.  The Defendant mother (“the Mother”) took the Child from Italy to Hong Kong in the summer of 2024.  It was undisputed that Italy was the habitual residence of the Child and that both parties had custody of the Child in Italy.  The only issue was whether there was consent and/or acquiescence.

The Mother contended that the parties reached an agreement during a conversation in June 2024, that she would permanently relocate with the Child to Hong Kong. The Father argued that he only consented to the Mother taking the Child on a summer trip, thus the Mother was wrongfully retaining the Child in Hong Kong when she refused to bring the Child back to Italy.

Legal Principles

The jurisdiction of the Hong Kong Court in child abduction cases is primarily governed by the CACO and the Convention.  The key issue in this case was whether the Father had consented to the Child’s relocation or had acquiesced to the Mother’s actions following the removal.

Consent to the removal of the child must be established on the balance of probabilities by clear and cogent evidence: EW v LP [2013] HKCFI 1405; HCMP1605/2011 at para 37. The burden of proving consent rests on the person who asserts it. The inquiry is inevitably fact-specific, and the facts and circumstances vary from case to case.  The ultimate question, although influenced by numerous facts, remains straightforward: Had the other parent clearly and unequivocally consented to the removal: Re P-J (Children) [2009] EWCA Civ 588 at para 48.

Key Issues Addressed

1. Consent and Acquiescence: The crux of the case hinged on conflicting accounts of conversations on 2 June 2024.  The Mother alleged the Father had consented to the permanent relocation of the Child; in contrast, the Father contended his agreement was limited to a temporary visit for the summer.  The Court was tasked with evaluating the evidence surrounding this pivotal discussion.
2. Evidence of Conduct: The Mother relied on subsequent conduct of the parties, such as her notes of the parties’ conversation and the purchase of single journey tickets to Hong Kong to prove the Father’s consent.  Communications between the parties, including the tone of the messages and the parties’ emotional reactions, were also scrutinized to determine if consent was given.

Court’s Decision

The Court ultimately ruled in favour of the Father and found that the evidence was insufficient to establish consent, which must be clear and unequivocal.  The judgment detailed the following findings:

• Insufficient Evidence of Consent: The Court determined that the evidence relied on by the Mother was not clear or cogent enough to establish that the Father gave his consent.  Some evidence, such as the purchase of single journey tickets and the Father assisting the Mother in packing away of belongings, could be interpreted to suit the case of either party.   Some evidence, such as the Mother’s own note of the conversation on 2 June 2024 and the affirmations of her friends, was self-serving, which would be unsafe to put much weight on.  The Court therefore found that the Mother could not establish that the Father had given consent, either expressly or by conduct.
• Rejection of Acquiescence Argument: The Mother’s alternative case that the Father had subsequently acquiesced to the relocation also failed based on the same evidence.  The Court highlighted that some messages exchanged between the parties, where they showed that the Father was objecting to the Child staying and studying in Hong Kong.

Given the findings, the Court ordered that the Child be returned to Italy at the earliest opportunity, reinforcing the primary objective of the Convention, which is to secure the prompt return of the children, who had been wrongfully removed, to their place of habitual residence.

Conclusion

This case illustrates how the Convention is applied in the Court in Hong Kong and the importance of clear and unequivocal consent in disputes over child relocation and abduction.  As cross-border and international marriages and family arrangements become more common, the legal community must remain vigilant about the implications of parental consent in child abduction cases.  This judgment also serves as a reminder of the legal principles behind the Convention, and in particular, the need for comprehensive evidence to substantiate claims of consent or acquiescence in abduction cases.

Please contact our Partners Wendy Lam or Calvin Lo for any enquiries or further information.

This news update is for information purposes only. Its content does not constitute legal advice and should not be treated as such. Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.