The Securities and Futures Commission (SFC) has obtained orders in the Court of First Instance against three former directors and senior executives of Superb Summit International Group Limited (Superb Summit), requiring the trio to pay a total of $595 million in compensation to Superb Summit for orchestrating and/or participating in fraudulent schemes to defraud the company (Notes 1 and 2).
The outcome of SFC’s legal action against the trio – Mr Yang Dongjun, a shadow director controlling a 22.6 per cent stake in Superb Summit, Mr Wu Tao, former executive director (ED), and Mr Chan King Chung, former chief financial officer and company secretary – marked the end of the legal proceedings brought by the SFC against former directors and officers of Superb Summit for their misconduct.
The Court also made disqualification orders for 15 years against Yang, and 12 years against Wu and Chan. They were ordered to pay the SFC’s costs in the proceedings (Notes 3 and 4). In addition to the trio, 10 former directors of Superb Summit were disqualified earlier, with disqualification periods ranging from two and a half years to 10 years (Note 5).
“The Court ruling sends a clear and unequivocal message to the public that to safeguard the interests of shareholders of listed companies, individual accountability does not stop at corporate directors but extends to senior corporate officers. As a result, individuals occupying positions of responsibility – be they directors or senior corporate officers – should be acutely aware that they will be held answerable for their actions”, said Mr Michael Duignan, the SFC’s Executive Director of Enforcement.
The SFC’s case against Yang centred on corporate acquisitions resulting in significant losses for Superb Summit. The Court found that Yang, acting as a shadow director, concealed his personal interests in Superb Summit’s acquisition of a target company in 2009 that purportedly held forestry assets when in fact they did not exist (2009 Acquisition). As a result, Superb Summit suffered a loss of $347 million after Yang caused the transaction to proceed by fraud.
The Court also found that Yang masterminded another fraudulent acquisition in 2014 (2014 Acquisition), in which Superb Summit acquired a company which purportedly owned a grossly overvalued engineering technology. The acquisition resulted in a misappropriation of $248 million from Superb Summit.
The Court further found that Wu played an active role whilst Chan was involved in the fraudulent 2014 Acquisition, breaching their fiduciary duties to Superb Summit.
Consequently, the Court ordered Yang to compensate Superb Summit in the amount of $347 million for the 2009 Acquisition, and ordered Yang, Wu and Chan to compensate Superb Summit in the amount of $248 million on a joint and several basis for the 2014 Acquisition.
Notes:
- Superb Summit’s shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on 18 September 2001. The listing of its shares was cancelled with effect from 4 June 2020.
- The SFC commenced proceedings under section 214 of the Securities and Futures Ordinance in December 2020.
- Yang served as the chief executive officer and president of China region of Superb Summit from 2008 to 2012/2013, and a consultant from 2013 onwards. Wu was an ED from 22 October 2012 to 15 September 2014 and acted as a legal consultant until May 2016. Chan served as company secretary from 9 October 2012 to 29 May 2018, and chief financial officer from December 2012 to 29 May 2018.
- While the disqualification orders are in effect, Yang, Wu and Chan are banned from being a director or being involved in the management of any corporation incorporated in Hong Kong or elsewhere.
- In June and August 2025, the SFC obtained disqualification orders in the same proceedings against 10 former directors. They are: Lee Chi Kong (ED and chairman) for 10 years; Wong Yun Kuen (independent non-executive director (INED)) for seven years; Lam Ping Kei (ED), Wong Choi Fung (ED) and Yeung Kwong Lun (ED) for five years; Chan Chi Yuen (INED) for four years; Law Wai Fai (ED) and Cheng Man For (ED) for three and a half years; Qiu Jizhi (INED) for three years; and Li Jun (ED) for two and a half years. Please see the SFC’s press releases dated 11 July 2025 and 2 September 2025.
- The judgment is available on the Judiciary’s website (Case No. HCMP 2305/2020).
