The Securities and Futures Commission (SFC) has obtained a court order, by consent between the SFC and Mr Ng Kwok Fai, from the Court of First Instance to freeze more than $101 million in cash in the personal bank account of Ng, a suspected shadow director of Teamway International Group Holdings Limited (Teamway), in legal proceedings under section 214 of the Securities and Futures Ordinance (SFO) over alleged corporate misconduct (Note 1).
This came after Ng and others agreed to pay $192 million for redistribution as compensation to independent public shareholders of delisted Combest Holdings Limited (Combest) for their misconduct (Notes 2 to 4).
The current legal proceedings arose from the SFC’s investigation into corporate misconduct involving Teamway. The SFC alleges that Ng and Mr Yang Zhihui gained control of Teamway after acquiring a 75 per cent-interest in the company from its founder through a nominee in 2015 and then became the shadow directors, enabling them to transform the company into a “listed shell” with plans to inject new businesses to replace its original packaging business. The SFC’s case is that Ng and Yang, as shadow directors, engineered a series of transactions involving Teamway that prejudiced the interests of the company, thereby breaching their fiduciary duties.
The SFC claims that seven former executive directors (EDs) and three former independent non-executive directors (INEDs) of Teamway breached their fiduciary duties by approving the aforesaid transactions and/or allowing Ng and/or Yang to dominate the company’s affairs. The SFC also claims that the former company secretary was negligent or reckless in performing her duties in relation to these transactions.
The SFC is seeking compensation orders against Ng, Yang, and the 10 former directors for $532 million in losses incurred by Teamway and its subsidiaries. It is also pursuing disqualification orders against them and the former company secretary from being directors or taking part in the management of any listed or unlisted corporation in Hong Kong.
The asset freezing order against Ng remains in effect until the disposal of the legal proceedings relating to Teamway or further order of the Court.
Notes:
- The SFC commenced the section 214 proceedings against Teamway (stock code:1239) and the 13 related individuals on 8 November 2022. The respondents include Teamway, two shadow directors, Ng and Yang, seven former EDs including Mr Liu Liangjin, Mr He Xiaoming, Ms Xie Yan, Mr Ling Zheng, Ms Ngai Mei, Mr Xu Gefei and Ms Duan Mengying, and three former INEDs including Mr Chan Chun Kau, Mr Lam Chi Wai and Mr Joshua Lee Chi Hwa, and one former company secretary, Ms Choi Yee Man.
- In May 2020, the SFC commenced court proceedings under sections 212 and 214 of the SFO to seek remedies from Ng, Mr Liu Tin Lap and Mr Lee Man To for their wrongdoings relating to Combest. Please see the SFC’s press release dated 21 May 2020.
- In September 2024, the SFC and Combest, Ng, Liu and Lee reached an agreement to dispose of the court proceedings relating to Combest by way of the Carecraft procedure. Please see the SFC’s press release dated 16 September 2024.
- On 2 June 2025, the SFC announced a decision made by the Court in the court proceedings relating to Combest requiring Ng, Liu and Lee to pay $192 million in compensation to the independent public shareholders of Combest. Please see the SFC’s press release dated 2 June 2025.
