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HCCW 202/2018 – Lists of Questions
HCCW 202/2018 – 问题清单

Witness Statement of Mr. Sy


Listen to the questions carefully

Give short answers without further explanations. Counsel would ask follow-up questions if necessary

answer the questions directly, avoid overthinking about the questions

if you are unclear about the questions from Counsel, you are free to ask the Counsel to repeat or explain the questions

Sample questions

Witness statement of Sy Yau Yan
Sy Yau Yan的证人证词



The response set out in your witness statement


Your background

When and what was your first employment after finishing your education at secondary school?

What is the main business of the Jeckson?

What were you job duties as the employer of Jeckson?

I commenced my employment with Jeckson in or about 1975.
我在 1975 年左右开始在 Jeckson 工作。

Jeckson was a company manufacturing and trading in electrical home appliances including but not limited to power transformers, battery chargers and adopters, etc.

I was responsible for identifying the defects of Jeckson's products in the production line and fixing the same before they were installed in the electronic home appliances to be sold

WS of Sy §3
Sy 的 WS §3

Were you being assigned to other position?

What kind of knowledge did you required when performing your duty as a stock-keeper?

I was then assigned to become a stock-keeper.

I acquired the knowledge in relation to those materials, such as their functions and the suppliers' information, etc.

WS of Sy §4
Sy 的 WS §4

Was there any changes regarding your work arrangement with Jeckson?

What were your job duties with Jecko?

Did you have any opportunity to work with the suppliers of Jecko?

In about 1976/77, Jeckson arranged me to work for Jecko Electronics Limited ("Jecko") (a related company of Jeckson).

I was assigned to the materials department and responsible for sourcing and procuring electronic components from and to communicate with suppliers (mainly located in Japan and Taiwan).

I was also given ample opportunities to communicate and negotiate with the suppliers.

WS of Sy §5
Sy 的 WS §5

Did you receive any promotion during your work with Jeckson/Jecko?
在与 Jeckson/Jecko 合作期间,您有没有得到任何晋升?

What was your duty as a purchasing manager, and what did you learn from it?

I was promoted to become a purchasing manager.

I was responsible to manage and supervise my own team. At the same time I took the view that maintenance of good business relationships with the suppliers was very important.

WS of Sy §8
Sy 的 WS §8

What would be the common market practice for selecting a supplier?

Did you adopt this market practice when selecting supplier and why?

At that time, it was common market practice that the personnel dealing with the suppliers would receive a "commission" from the supplier being chosen. In other words, the chosen supplier would have to pay an additional "commission" to the personnel of the sourcing company in order to secure businesses.

However, this was not my practice, as I believed that in order to discharge my duties as a sourcing and procurement officer, I should select the suppliers fairly instead of choosing the one which would offer me more commission.

WS of Sy §10
Sy 的 WS §10

What factors would you consider when selecting a supplier?

My selection of suppliers was thus made on the basis of the quality of their products and competitiveness of the price offered without any consideration of how much commissions I could receive.

WS of Sy §11
Sy 的 WS §11

What would be the key takeaway from your employment with Jeckson/Jecko?
您在 Jeckson/Jecko 工作的主要收获是什么?

I acquired substantial experience and developed expertise in handling suppliers' requests, and established close connections with the suppliers of electronic components.

WS of Sy §12
Sy 的 WS §12

Questions about Mr. Fung Hung Chow (“Fung”)
关于Mr. Fung Hung Chow (“Fung”)的提问

Who was your direct supervisor at Jeckson/Jecko?
谁是你在 Jeckson/Jecko 的直接主管?

What was Fung’s position at Jeckson/Jecko?

Mr. Fung Hung Chow

Could not recall the exact title that Fung held during the course of his employment with Jeckson/Jecko, given that Mr. Fung was a university graduate he must have held a managerial position.

WS of Sy §13
Sy 的 WS §13

Why you consider Mr. Fung who was a university graduate, would need to cooperate with you?

Would you be able to discuss work with Fung directly?

Whilst Fung did not work at the operational level and thus did not have the technical knowledge of the products, he was willing to discuss with me on the major issues that I encountered

WS of Sy §14
Sy 的 WS §14

You say that Fung does not have the technical knowledge of the products, if that is the case, how he could manage you and what he could have discussed with you? Similarly, in Aitken, you said you manage Mr Yau and other colleagues, so do you have technical knowledge? If so, that means you possess technical knowledge and could also manage the juniors, why you say Fung does not have technical knowledge?

How would you describe your working relationship with Fung through the years working together at Jeckson/Jecko?

We developed a relationship of mutual trust and confidence, which subsequently formed the basis of the formation of the Company as a quasi-partnership

WS of Sy §15
Sy 的 WS §15

Why and on what basis you consider Mr. Fung has developed such a relationship with you? You have also worked with other colleagues at Aitken other than Mr. Yau, do you develop a relationship of mutual trust and confident with those colleagues?

Did Fung continued to work at Jeckson/Jecko?

Did you keep in contact with Fung?

Did you know where Fung’s career plan after he left Jeckson/Jecko?

In or about 1979/80, Fung left Jeckson.

Upon Fung's departure from Jeckson, we still kept in contact with each other.

Fung also informed me that he started his own business ventures, including but not limited to setting up Kolvin Industries Limited ("Kolvin") with other ex-employees of Jeckson.
冯先生还告诉我,他开始了自己的商业活动,包括但不限于与杰克森的其他前雇员一起成立Kolvin Industries Limited(“Kolvin”)。

WS of Sy §17
Sy 的 WS §17

If Mr. Fung has developed a mutual trust and confidence with you, why he did not bring you to his new company?

Why Mr. Fung would keep in contact with you?

Did you also consider leaving Jeckson/Jecko as well?

Given that (1) I had accumulated about 7 years of experience in the industry and had developed solid business relationships and connections with the suppliers, and (2) most of my fellow colleagues had decided to leave Jeckson to set up their own companies specialising in manufacturing (the "Fellow Companies"), I considered that it was the right time for me to set up my own business
鉴于 (1) 我在该行业积累了大约 7 年的经验,并与供应商建立了稳固的业务关系和联系,以及 (2) 我的大多数同事都决定离开 Jeckson 成立自己的制造公司(“同行公司”),我认为现在是我建立自己的企业的合适时机

WS of Sy §19
Sy 的 WS §19

What sorts of business plan did you have in mind?

Given that I had already developed close connections with the suppliers, I could leverage my connection to obtain supplies at a competitive price and sell on to the Fellow Companies at a profit.

WS of Sy §20
Sy 的 WS §20

Have you discussed with anyone about your business plan?

Fung and I met on several occasions whereby I updated Fung of my resignation and we discussed about my business plan

WS of Sy §21
Sy 的 WS §21

Why you specifically discuss your business plan with Mr. Fung on several occasions? It seems that you were very keen to have discussed your business plan with Mr. Fung.

It seems that Chan also has a business plan (Ample Way), did he discuss with you regarding his plan as well?
看来陈先生也有商业计划(Ample Way),他也和你讨论过他的计划吗?

Did Fung comment on your business plan?

Fung agreed that the plan was attractive, but he also informed me that setting up a new business would require a lot of administrative work. Further, Fung told me that there would also be very tedious ongoing administrative and compliance requirements if I were to set up a limited company.

WS of Sy §22
Sy 的 WS §22

What was your thought after receiving the comments from Fung?

Given that I had no knowledge and experience in these administrative and legal compliance matters (as I was only involved in the operational aspect when I was in Jeckson/Jecko), I realised that setting up a limited company to implement the business plan on my own would not be as straightforward as I originally thought.
鉴于我在这些行政和法律合规事务方面没有任何知识和经验(因为我在 Jeckson/Jecko 时只参与运营方面),我意识到自己成立一家有限公司来实施商业计划并不像我最初想象的那么简单。

WS of Sy §23
Sy 的 WS §23

Did you reconsider your decision of setting up your own business?

When I was about to reconsider the way forward, Fung suggested to me that we could start a business venture together, principally trading in electronic components, by leveraging on my excellent connections and relationships with the suppliers of electronic components, and Fung's administrative abilities

WS of Sy §24
Sy 的 WS §24

Did you agree to Fung’s proposal and why?

I felt that Fung was a true brother to me who would give me the support that I required to make my plan come true (that I was able to focus on the operational side of the business plan while he would back me up by handling administrative and internal matters).

In light of my trust and confidence in Fung, I agreed to his proposal.

WS of Sy §25
Sy 的 WS §25

How much costs were required to set up a limited company back then? Do you have sufficient funds to set up the company at that time?

You said you have discussed with Fung re your business plan, did you show him any written proposal? If not, why Fung would have invested in such business? By the same token, if Chan discussed with you a business plan without a written proposal, would you accept that plan?

About Aitken Enterprises Limited (“Aitken”)
关于Aitken Enterprises Limited(“Aitken”)

C1. Set up of Aitken
C1 中。Aitken 的成立

Did you and Fung set up a company as per the agreed proposal? What was Company’s major business field?

Accordingly, Fung and I set up the Company (incorporated on 29 March 1983) as the corporate vehicle for our business venture with its principal activity being the trading of electronic components.

WS of Sy §26
Sy 的 WS §26

Did you and Fung have any discussion about how the Company should run?

What were your respective roles in the Company and how the decision was made?

Prior to the incorporation of the Company, I had discussed with Fung as to how the Company should be run.

Given that it was me who had built the business connections and relationships with the suppliers and possessed the technical knowledge on the operational aspect, Fung and I agreed that I shall be primarily responsible for the operation-side of the Company. On the other hand, since I only had little knowledge of the administrative aspects of running a company, Fung and I agreed that he shall be responsible for the internal management and administration of the Company

WS of Sy §27-28

According to your description of how Mr Fung has agreed with you on how Aitken should be run, it sounds like Mr Fung is investing in a company and you are only employed to work for Mr. Fung. Why would you consider not that case?

Nowadays, many people fund a business and recruit employee to work for them, why those cases should be different from your case?

Who was responsible for submitting the relevant documents for the setup of the Company?

For the purpose of incorporating the Company, Fung introduced to me his classmate one Mr. Sherman Lo ("Mr. Lo") who assisted Fung to arrange the necessary documents to be filed with the relevant government authorities such as the Companies Registry for the purpose of incorporating the Company.

WS of Sy §29
Sy 的 WS §29

Did you review those documents for incorporating the Company?

Did you adopt the same attitude when signing other documents passed to you from Fung?

Were you familiar with the information and the content of the Company’s corporate records?

Given that Fung and I agreed that he would deal with all the administrative aspects and that I fully trusted Fung had the relevant experience in handling the same, I never checked any documents concerning the Company which Mr. Lo (on behalf of Fung) presented to me for signing.

In fact, I would normally sign all documents that Fung (or his nominees) showed me as I fully trusted that what he asked me to sign was for the benefit of our joint venture.

At all material times before the commencement of this action, I did not really know each and every information set out in the Company's corporate records.

WS of Sy §30
Sy 的 WS §30

Were those documents in English? If so, why you would believe those documents are the documents required for setting up Aitken? Have you ever asked Fung or whoever passed you the documents for signing what are the contents of the documents and whether you have asked for copy of the same upon signing? If not, why?
这些文件是英文的吗?如果是这样,为什么您会认为这些文件是设置 Aitken 所需的文件?你有没有问过冯或谁把文件交给你签字,文件的内容是什么,你是否在签字时要求提供文件的副本?如果不是,为什么?

Regardless of your respective roles in the Company, who would make the decision regarding the Company’s affairs?

Can you give some examples of major decision made by both of you

Fung and I also agreed that each of us should be entitled to participate equally in the management of the Company and all major decisions concerning the affairs of the Company could only be made upon consultation with each other and with the other's consent.

For example, the initial Chinese name of the Company was "永根企業有限公司 ". However, from an operational point of view, the Cantonese pronunciation of the words of "永根" did not reflect/represent the English word "Aitken" accurately. As such, I proposed to change the name. Upon discussion with Fung, he agreed and the Company's present Chinese name of "興強有限公司" was adopted.

WS of Sy §31
Sy 的 WS §31

Any further example?

Another example is the purchase of the Company's current office, Room 801A, 8/F., Block A, Hoi Luen Industrial Centre, 55 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong. It was a decision jointly made by Fung and myself upon discussion in or about 1986.

Further, the Company also purchased a carpark at Car Parking Space No. L9 on Basement Floor, Hoi Luen Industrial Centre, No. 55 Hoi Yuen Road, Kowloon, and another office at Room 830, 8/F., Block A, Hoi Luen Industrial Centre, 5 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong in about April 1987, as well as another office at Room 802A, 8/F., Block A, Hoi Luen Industrial Centre, 5 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong in about March 1990. These decisions were also jointly made by Fung and myself upon consultation with each other.
此外,该公司还在停车场No.购买了一个停车场。约于1987年4月于1987年4月在九龙海园道55号海鸾工业中心地下9楼,以及位于香港九龙观塘海园道5号海鸾工业中心A座8楼830室的另一间办公室,以及另一间办公室位于海园道5号海鸾工业中心A座8楼802A室。 1990年3月左右,香港九龙观塘。这些决定也是冯和我本人在协商后共同做出的。

WS of Sy §32
Sy 的 WS §32

Considering the separated roles in the Company, would you still consider that you and Fung had equal participation regarding the operation of the Company?

Any supporting evidence in this regard?

Each of us would be entitled to participate equally in the management of the Company and be entitled to be appointed as a director of the Company (whether through a nominee or otherwise);

At all material times, the number of representatives (if any) appointed to the board of directors of the Company by me on the one hand and Fung on the other should be equal so that on the board level, each of us can exercise a power of veto over any proposed resolutions;

All major decisions concerning the affairs of the Company, including but not limited to the appointment of additional directors to the board, the termination of employment of any key employee within the Company and the adjustment of employees' remuneration, could only be made upon consultation with each other and with the other's consent

Each of us would be entitled to be appointed as a signatory (whether through a nominee or otherwise) of the Company's Bank Accounts. All payment out of the Company's Bank Accounts can only be made when approval is obtained from both Fung and me (or our respective nominees);

WS of Sy §46
Sy 的 WS §46

How much was the Office Room 801A? You said the purchase decision was jointly made by Fung and you upon discussion, why Fung would need to discuss with you regarding this?

How much were the carpark and office Rooms 830 and 802A? Have you ever paid any purchase price for these properties?
停车场和办公室 830 和 802A 多少钱?您是否曾经为这些房产支付过任何购买价格?

Who funds the purchase of the properties? If it is Fung, why you consider yourself also own part of the business? These properties are the most valuable assets of the company, but you have not contributed any purchase price, why you would have believed that you are entitled to part of them?

Why would you believe that Mr. Fung has entered into an agreement with you that you are entitled to participate in the management of the company?

If Mr. Fung had rejected any of your proposal, presumably your proposal would not be accepted. However, would you accept that if Mr. Fung has decided something, he did not need your consent? If so, he just informed you his decision.

C2. The board of directors and Fung's nominee arrangement

When you have appointed as director of the company?

To achieve equal participation in the management of the Company, I was appointed as a director of the Company since 9 April 1983 and remain as a director of the Company to date

WS of Sy §33
Sy 的 WS §33

It was Fung who injected the initial set up capital, the mere fact that he appointed you as director does not mean that you should have equal participation in the management. You are merely an employee, on what basis you consider otherwise?

Was Fung also a director of the Company and why?

In respect of Fung's directorship, before the incorporation of the Company, I recall he had informed me that he would adopt "nominee arrangements", i.e. he would appoint someone who would take instructions from him and execute on his behalf for managing the affairs of the Company.

WS of Sy §34
Sy 的 WS §34

Did Fung inform you about the reason of the said arrangement?

Did you have any concerns of Fung’s nominee arrangement?

The reason for Fung to use nominees was because he was also a founding member, a member and/or a director of other business ventures, such as Kolvin. Therefore, he feared that his business venture with me would not be seen too kindly by his other business partners and he would prefer to use a nominee.

Nominee arrangements did not really concern me as long as the decision makers remained to be Fung and myself, and I was never bothered or concerned

WS of Sy §35
Sy 的 WS §35

Why you consider you are not just another nominee director? Given that you said Mr. Fung had expertise in this respect.

Why Mr Fung would be concerned to let his other business partners to know the existence of his interest in Aitken?

Apart from you and Fung, were there any other staff working at the Company?

What was Ms. Woo’s duty at the Company?

Did Ms. Woo assisted you when working at the Company?

What’s the position of Ms. Woo at the Company?

Were you aware that she was a director of the Company when she was working at the Company?

At the beginning of the establishment of the Company, I remember one Ms. Woo, sister-in-law of Mr. Lo, was appointed by Fung to work at the Company's office

To handle administration, accounting and/or finance related matters of the Company.

She might have also asked me to sign some documents (just like what Mr. Lo had done)

Now looking back at the records of the Companies Registry and with the benefit of hindsight, I believe that Ms. Woo was in fact "Ms. Woo Kit Yee", appointed by Fung as his nominee director of the Company for the period between 9 April 1983 and 7 January 1986.

At the material times when Ms. Woo worked at the Company, I did not know she was in fact a director of the Company.

WS of Sy §36
Sy 的 WS §36

Are there any directors of the Company?

In addition, as indicated from the records of the Companies Registry and with the benefit of hindsight, I now know that my wife, Ms. Choi Bik Yu ("Mrs. Sy" or "Madam Choi"), was also appointed as a director of the Company for the period between 7 January 1986 and 29 August 1995

Another nominee director of Fung is To Wing Fu, one of the directors of Lockwell.

To was once appointed as a director of the Company for the period between 29 August 1995 and 8 December 1997

For the period between 8 December 1997 and 11 May 2001, Lockwell was appointed as a director of the Company in place of To

WS of Sy §37-40
Sy 的 WS §37-40

Why was Mr. Sy being appointed as the director of the Company?

However, during that period neither I nor Mrs. Sy knew that she was a director of the Company or why she was so appointed.

WS of Sy §37
Sy 的 WS §37

When was To being appointed a director of the Company?

Did To know anyone from the Company?

When and how did you know that he was a nominee director of To?

To was once appointed as a director of the Company for the period between 29 August 1995 and 8 December 1997 Since 11 May 2001, To was re-appointed as a director of the Company

To and Fung were secondary schoolmates and they were close friends.

However, I cannot recall at which point of time and how I acquired the knowledge that To was a nominee director of Fung

WS of Sy §38, 40
WS of Sy §38, 40

Did To work at the Company?

To joined the Company as an employee responsible for all legal, administrative and accounting matters within the Company in or around 1985/86

WS of Sy §39
Sy 的 WS §39

Were you aware of these changes in the directorship or the nominee arrangement of the Company?

so long as I have an equal participation in the Company's affairs, I did not really care about the identity of Fung's nominees, and how and why he would change his nominees

WS of Sy §40
Sy 的 WS §40

According to your alleged “Fundamental Bases of Cooperation”, the major decisions concerning the affairs of the Company, including but not limited to the appointment of additional directors to the board could only be made upon consultation with each other and with the other's consent. If so, why would you not aware the changes of the directorship? Wasn’t the change of directors a major decision concerning the affairs of the company? It simply means that your Fundamental Bases of Cooperation cannot be sustained.

Is Lockwell a Hong Kong Company? When was it incorporated?

Does Lockwell has any connection with the Company or its personnel?

It is a company incorporated in the British Virgin Islands on 23 July 1996

I know that To was once Lockwell's sole shareholder and its directors are To and Lau (who is Fung's brother-in-law). Given that To was a nominee of Fung, at all material times I understand that Lockwell was also a company owned and controlled by Fung, and To was simply a nominee shareholder of Lockwell. In fact, as admitted by To that he held the entire share capital of Lockwell as Fung's nominee.

WS of Sy §41
Sy 的 WS §41

How would you consider the nominee arrangement implemented by Fung?

In any event, whoever was/is the nominated directors of Fung, all of them only took instructions from and/or followed the directions given by Fung in relation to the affairs and management of the Company. The ultimate decision maker remained to be Fung.

WS of Sy §42
Sy 的 WS §42

Were you also holding the directorship for Fung as his nominee like other persons you mentioned?

Were you required to take instruction from Fung when working at the Company?

in light of the fact that the Company was a joint venture between Fung and me and had been run in accordance with the Fundamental Bases of Cooperation, I did not hold my directorship as Fung's nominee

I did not have to take instructions from him regarding the operation of the Company. Rather we would always have an equal say.

WS of Sy §43
Sy 的 WS §43

C3. Bank Signatories

How was the arrangement of the Company’s bank signatories be decided?

Who are in the “group” respectively?

Who was your nominee in the group?

Fung and I agreed that both of us would be entitled to be appointed as a signatory of the Company's Bank Accounts, and more importantly, the signing arrangement of the Company is that all payments out of the Company's bank accounts could only be made when one authorised signatory from each group approves the payment.

Myself and my nominees on the one hand, and Fung and his nominees on the other.

I nominated Mrs. Sy as an (additional) authorised signatory of the Company's Bank Accounts for my "group".

WS of Sy §44
Sy 的 WS §44

Regarding, the assertion that all payments out of the company’s bank accounts could only be made when one authorised signatory from each group approves the payment, who told you this, when and how?

Why Fung would need you to be one of the signatories? Given that he is the one who is responsible for administration.

Who was the bank signatory when the Company was first set up?

Notwithstanding the agreed arrangement that the signatories shall be nominated from each group of Fung and you, there was a period of time which only you and Madam Choi were the only two bank signatories of the Company, do you agree?

Why were you and Madam Choi the only 2 two bank signatories of the company for a period time?

even at the start of the operations of the Company, I was already appointed as a bank signatory of the Company's Bank Accounts.

I have no knowledge and do not admit

It demonstrates the complete trust and confidence which Fung placed on me.

WS of Sy §45
Sy 的 WS §45

1st To Affirmation §26; Affirmation of Lau Wei Yu §12
1 st 确认 §26;对刘伟宇的肯定 §12

WS of Sy §45
Sy 的 WS §45

You said that you were entitled to have a say on the important matters of Aitken. Is changing bank signatory is an important affair? If so, given that you are were not informed of the change of the bank signatories over the years, why you still consider yourself still have the basis to claim that you can have an equal say?

Shareholding of the Company

D1. The trust arrangement of Fung

Were you aware the nominee arrangement of Fung regarding the shareholding of the Company?

Do you know the detail regarding the nominees of Fung?

I only know that the nominee shareholders of Fung changed from time to time.

I have no recollection of and has no interest in knowing (1) the identity of the nominee(s) or the number of shares each nominee of Fung held at any specific point in time, (2) the reason why or how those nominees were chosen by Fung, and (3) the arrangements between those nominees and Fung

WS of Sy §49
Sy 的 WS §49

Do you know any of these nominees appointed by Fung? Ms. Woo, Mrs. Sy, one Mr. King Ding Chung, one Ms. Lee Yuk Wah, one Ms. Nam Bik King, one Ms. Chan Chiu Fong, To and Lockwell.

Did you know if any of the named nominees (except Lockwell) had involved in the operation of the Company?

In respect of the other information about the nominee shareholders of Fung, what is your observations?

Apart from Ms. Woo, Mrs. Sy and To, I am unable to recall precisely

the identities of other individual nominee shareholders.

I do not recall any of them had attended the Company's office, and even they did (which I could not recall), I am sure that they had not participated in the operations of the Company (given that I was in charge of the operations of the Company pursuant to the Fundamental Bases of Cooperation).

The respective addresses of certain nominee shareholders of Fung, including Ms. Woo, Mr. King Ding Chung, Ms. Lee Yuk Wah, Ms. Nam Bik King, as shown on the Register of Members of the Company are all either the former residential address of Mrs. Sy or that of mine. However, neither Mrs. Sy nor I ever authorised those nominee shareholders (whose identities I am not even sure) to use our residential addresses as theirs on the Register of Members.

WS of Sy §51
Sy 的 WS §51

WS of Sy §54;
WS Sy §54 ;


Did you sign the Nominee Shareholding Agreement and Declaration of Trust which stipulated that you are holding shares on trust for Mrs. Fung?

Was that your signature on the Nominee Shareholding Agreement”?

Under what circumstances which you would have signed those documents without aware of them?

The Nominee Shareholding Agreement and the Declaration of Trust indicate that you and Mrs Sy signed those documents before witness, do you recall anything in this regard?


What is the reason for your nominee arrangement?

Was the nominee arrangement handled by yourself?

Fung also suggested to me that I should transfer my then shareholding of the Company to nominees for the purpose of minimising my global tax liabilities imposed by the Canadian tax authority.

Given that Fung also had experience in tax matters and that he had already emigrated to Canada, I agreed to his suggestion and allowed him to make the necessary arrangements for me. I did not know how exactly that nominee arrangement was done as I fully trusted Fung's expertise in this regard and I had confidence in him in effecting the nominee arrangement for me.

WS of Sy §58 - 59

D2. Change of shareholding

There was a change of shareholding in 2001, why that was the case and who proposed that?

Did you agree with the change?

In early 2001, Fung proposed to me that the Company's shareholding should be restructured with immediate effect so that the intended check-and-balance mechanism resolutions) is manifested not only at the board level of the Company, but also at the shareholders' level.

Given that Fung and I have had all along equal say on the affairs of the Company pursuant to the Fundamental Bases of Cooperation and that I placed trust and confidence on Fung's administrative skills (and thus I had not checked or questioned how Fung had previously arranged the shareholding of the Company), I agreed with Fung's proposal.

WS of Sy §61 - 62

Why Fung suddenly has such proposal to you? Why 2001?

Why such proposal was not set out in writing?

D2.1. Shareholding structure Yau
D2.1. 股权结构 – 丘成桐

Can you tell us about Mr. Yau?

Yau had been under the employ of the Company in around 16 March 1987. During his employment with the Company, he was assigned to work in the operational arm and under my direct supervision.

WS of Sy §63
Sy 的 WS §63

What’s Yau role in the company?

What’s the reason causing you to see Yau as the key employee? Any examples of Yau taking on substantive responsibilities regarding the company’s operation?

Whilst Yau had never taken part in the strategic management of the Company, he was not just an ordinary employee of the Company but a key employee as he took on substantive responsibilities in managing the operational aspect of the Company under my instructions and guidance.

Throughout the years of his employment, Yau demonstrated that he is very knowledgeable in the trading of electronic components and he possesses extraordinary skills in dealing with and building connections with customers and suppliers. As such, Yau was in charge of handling one of the largest and most important suppliers of the Company, Uchihashi, since about 1990.

WS of Sy §64
Sy 的 WS §64

In respect of the 300,000 shares held by Yau, are those held for himself or on behalf of anyone?

Do you have any evidence in support of this arrangement?

All the 300,000 shares held in his name originally belonged to me beneficially. Nevertheless, in recognition of Yau's loyalty and his long-standing contribution and service to the Company, I gifted him 100,000 shares (I could not recall the date on which I gifted such shares to Yau). Since then, 200,000 out of the 300,000 shares held in the name of Yau belong to me beneficially,

The receipt for the dividends distributed for 2016 signed by Yau on 8 August 2016, whereby two-thirds of the dividends in the sum of HK$4,500,000 he received was given to me (PLOD89)

WS of Sy §66
Sy 的 WS §66

D2.2. Shareholding structure – Sy Junior
D2.2. 股权结构 – Sy Junior

How many shares were held by Sy Junior
Sy Junior持有多少股份

Since around 26 September 1994, he held and holds 300,000 shares in the Company

WS of Sy §67
Sy 的 WS §67

Do you know if Sy Junior is holding the 300,000 shares for himself or on behalf of others?
你知道Sy Junior是为自己还是代表他人持有这30万股吗?

What about the remaining 100,000 shares?

Why did you choose to gift Yau and Sy Junior with the Company’s shares instead of other means, e.g. bonus?
你为什么选择将公司的股份赠送给邱和Sy Junior,而不是其他方式,例如奖金?

Upon consideration of the purported Trust Deed declared by Sy Junior in favour of Mrs. Fung dated 26 September 1994 (albeit not being witnessed), I understand that Sy Junior in fact held 200,000 shares in favour of Mrs. Fung.
在考虑了Sy Junior于1994年9月26日宣布的以冯女士为受益人的所谓信托契约(尽管没有见证人)后,我了解到Sy Junior实际上持有200,000股有利于冯女士的股份。

The remaining 100,000 shares held by Sy Junior originally belonged to me beneficially, but in recognition of his contribution and service to the Company, I decided to gift 100,000 shares to him (I could not recall the date on which I gifted such shares to Sy Junior).
Sy Junior持有的剩余100,000股股份原本属于我,但为了表彰他对公司的贡献和服务,我决定将100,000股股份赠送给他(我不记得我向Sy Junior赠送这些股份的日期)。

I would like to treat them fairly and to encourage them to stay with the


WS of Sy §68
Sy 的 WS §68

WS of Sy §69
Sy 的 WS §69

WS of Sy §71
Sy 的 WS §71

What are the contributions which you would recognise and cause you to decide awarding company’s shares?

How you have acquired the shares of the company in the first place?

D2.3. Shareholding structure – Tsoi
D2.3. 股权结构 – 蔡氏

How many Company’s shares are held by Tsoi?

Any evidence to prove the trust arrangement?

600,000 shares. All the 600,000 shares are in fact held on trust for me

Which is evidenced by a Confirmation of Trust dated 26 July 2018 and signed by Tsoi in my favour. Such trust relationship can also be demonstrated by the receipt for the dividends distributed 2016 signed by Tsoi on 8 August 2016, whereby the entire dividends in the sum of HK$9,000,000 he received was given to me.
2018 年 7 月 26 日由蔡签署的信托确认书证明了这一点。蔡先生于2016年8月8日签署的2016年派发股息收据,将他收到的全部9,000,000港元股息交给本人,也证明了这种信任关系。

WS of Sy §73
Sy 的 WS §73

The date of the Confirmation of Trust is near the date of the petition. Why?

Given you have mentioned about various Trust arrangement regarding the beneficial ownership of the shares, can you summarise the beneficial shareholding to the Court?

WS of Sy §74
Sy 的 WS §74

You seem to suggest that Sy Junior is the same camp with you, why?
你似乎暗示Sy Junior和你是同一个阵营,为什么?

In respect of the change of the Company shareholdings, who was responsible for handling the relevant documentations?

Did you review those documents before signing? Were you well-aware of the content of those documentation?

Fung (or his nominees) handled all the relevant documentation and I was only asked to sign the relevant documents.

I also do not know the reason of the number of shares held by the nominees (i.e. why 600,000 and 200,000 (originally 300,000) shares are to be held by Tsoi and Yau respectively), as the entire scheme was designed by Fung. In fact, I do not even know there is a Trust Deed dated 2 October 1995 and signed by Tsoi in favour of me regarding the 600,000 shares of the Company before the discovery process in these proceedings

WS of Sy §75
Sy 的 WS §75

Do you know why Lockwell claims itself a majority shareholder now?

Lockwell alleges that the 300,000 shares of the Company held by Sy Junior were transferred to Lockwell on 19 March 2018 (the "Alleged Transfer"); and thus since 19 March 2018, Lockwell holds 1,100,000 shares of the Company
Lockwell称,Sy Junior持有的300,000股公司股份已于2018年3月19日转让给Lockwell(“所谓的转让”);因此,自2018年3月19日起,洛克韦尔持有公司1,100,000股股份

WS of Sy §76
Sy 的 WS §76

What’s your view on the Alleged Transfer? Would you challenge it and on what basis?

The Alleged Transfer is problematic in light of the Fundamental Bases of Cooperation

Firstly, neither Yau nor I have any knowledge of the Alleged Transfer.

According to the minutes of the extraordinary general meeting of the Company held on 26 March 2018 (the "26.3.2018 EGM"), which took place after the Alleged Transfer, Sy Junior was then still a 15% shareholder of the Company.
根据本公司于2018年3月26日举行的特别股东大会(「2018年3月26日特别股东大会」)的会议记录,Sy Junior当时仍为本公司15%的股东。

If the Alleged Transfer indeed took place on 19 March 2018, the aforesaid minutes would not have recorded the shareholding of Sy Junior at that time.
如果指称的转让确实发生在2018年3月19日,上述会议记录不会记录Sy Junior当时的持股情况。

Given that I was one of the two directors of the Company at the time and the Alleged Transfer would be contrary to the Fundamental Bases of Cooperation, I would not have agreed to it and hence it could not have been validly authorised by the board of the Company.

Given that the purported appointment of Lau as a director of the Company only took place at the 26.3.2018 EGM, no board resolution of the Company could have been validly passed before 26 March 2018 to authorise the Alleged Transfer in view of the fact that I never agreed to the Alleged Transfer.

Further, the Company held a board meeting on 16 April 2018 in which I was absent and a resolution authorising the Alleged Transfer was purportedly passed (the "Purported 16.4.2018 Resolution"). It begs the question why the Alleged Transfer would have to be placed before the board's consideration again on 16 April 2018.

It is clear from the Register of Members of the Company and the Annual Return of the Company up to 29 March 2019 that Sy Junior remained a shareholder of the Company until 16 April 2018 and thus the Alleged Transfer could not have happened on 19 March 2018 as alleged
从公司股东名册及截至2019年3月29日的年度申报表中清楚看出,Sy Junior在2018年4月16日之前一直是公司的股东,因此所指称的转让不可能在2018年3月19日发生

WS of Sy §77
Sy 的 WS §77

WS of Sy §80
Sy 的 WS §80

Would you challenge the validity of the Board Resolution purportedly passed on 16 April 2018?
您是否会质疑据称于 2018 年 4 月 16 日通过的董事会决议的有效性?

The Purported 16.4.2018 Resolution was invalid given that it was only purportedly passed by virtue of the majority vote casted by To and Lau in circumstances where Lau's purported appointment as a director was contrary to the Fundamental Bases of Cooperation and invalid for reasons elaborated further below.

WS of Sy §81
Sy 的 WS §81

Why you did not complain the above to To and/or Lau?

Do you know why Sy Junior is not side with you and does not reply your messages?
你知道为什么Sy Junior不站在你一边,不回复你的信息吗?

Manifestations of the Fundamental Bases of Cooperation

Who invents the term of Fundamental Bases of Cooperation? Who formulate the terms of Fundamental Bases of Cooperation? Your lawyers?

Pursuant to the Fundamental Bases of Cooperation, you said you are primarily be responsible for the operational aspects of the company, was Fung ever involved in the operation of the company?

Can you give us some examples demonstrating the Fundamental Bases of Cooperation

In or about 2003, there was an increasing trend for the Company's Taiwanese and Hong Kong clients to relocate their operations to the PRC. Therefore, Yau and I attended a conference in Osaka, Japan at the office of Uchihashi on 17 and 18 February 2003 to discuss the way forward in terms of collaboration between agencies for better management of Taiwan-affiliated customers with overseas production bases in the PRC.

The outcome of the discussion was that the Company should set up a subsidiary and/or branch office in Taiwan.

Given that setting up a subsidiary and/or branch office in another jurisdiction would incur significant investment and constitute a strategic move, and thus amount to a major decision, I consulted with Fung in relation to the same pursuant to the Fundamental Bases of Cooperation

On this note, precisely because I was responsible for the operational aspect of the Company pursuant to the Fundamental Bases of Cooperation, Fung raised no objection to my proposal and trusted that I would make the correct decision for our business venture. As such, the Company established the Taiwan Branch Office in 2003

The IRD carried out a tax audit at the Office Address on 26 May 2011, in which To, Tsoi and I participated. Given that pursuant to the Fundamental Bases of Cooperation I had been responsible for handling the operational aspect of the Company, I was the one who provided the relevant information concerning the operation of the Company during the tax audit.

Meanwhile, due to the unsatisfactory financial results of the Taiwan Branch Office, together with the fact that the Company could no longer claim the Offshore Tax Benefit, Fung suggested to close down the Taiwan Branch Office, to which I raised no objection.

Since the Taiwan Branch Office was closed, the Company had to source an alternative distributor / dealer in Taiwan in order for it to maintain its distribution network in the Asian market. With the mutual agreement of Fung and myself, a company called Aitken Technology Co. Limited ("Aitken TW"), an independent company in which I have no interest, was appointed by the Company as its distributor/dealer in Taiwan. The credit terms offered to Aitken TW by the Company were standard and did not deviate from those offered to the Taiwan Branch Office before
由于台湾分公司关闭,公司不得不在台湾寻找替代分销商/经销商,以维持其在亚洲市场的分销网络。经冯先生和我本人共同同意,该公司委任了一家名为艾特肯科技有限公司(「艾特肯台湾」)的公司,该公司是一家我并无权益的独立公司,为其在台湾的分销商/经销商。公司向Aitken TW提供的信贷条件是标准的,与之前向台湾分公司提供的信贷条件没有偏离

In respect of other general administrative matters of the Company, including managerial, finance, compliance, accounting and tax planning matters, I had entrusted Fung (and his nominees, including but not limited to To) to handle the same pursuant to the Fundamental Bases of Cooperation.

WS of Sy §83
Sy 的 WS §83

Those incidents are matters which an employee like you supposed to be responsible for, the discussion with Fung you mentioned merely represents that you need to seek approval and/or take instructions from Fung for any decision-making matters. By the same token, if Yau asked for your instructions or approval, would you consider that he also has an equal say in respect of those decisions?

Breakdown of trust and confidence

When and how the idea of sale and purchase of the company’s shares initiated?

When would the Intended Sale and Purchase proceeded be proposed to take place?

Did Fung proceed with the Intended Sale and Purchase eventually? If not, how the same was proceeded?

Any agreement executed with Mrs. Fung regarding the Intended Sale and Purchase?

To informed me that upon the completion of the investigation of the tax matter above, Fung would like to sell me all his stake in the Company and other related companies, including Rainford Investments Limited ("Rainford"), Well Founded Limited ("Well Founded"), Trimax Electronics Company Limited ("Trimax"), and Yorktron Investments Limited ("Yorktron") (collectively, the "Intended Sale and Purchase"). The aforesaid companies are other business ventures between Fung and me.
告知本人,在完成上述税务事宜的调查后,冯先生希望将其在本公司及其他相关公司的所有股份出售给本人,包括Rainford Investments Limited(「Rainford」)、Well Founded Limited(「Well Founded」)、Trimax Electronics Company Limited(「Trimax」)及Yorktron Investments Limited(「Yorktron」)(统称「拟买卖」)。上述公司是我和冯氏之间的其他商业活动。

In or about late 2013 when the investigation by IRD over the Taiwan Branch Office was almost settled, To on behalf of Fung proposed to proceed with the Intended Sale and Purchase.

[No] Fung passed away in about June 2014. In about late 2014, To told me that Mrs. Fung would like to discuss with me about the Intended Sale and Purchase, the negotiation of which was then carried out between me and Yau on the one side, and To and Lau on the other side on behalf of Mrs. Fung.

The negotiation of the Intended Sale and Purchase lasted until about October 2016, where To and Lau on behalf of Mrs. Fung refused to proceed.

WS of Sy §94-98

Since Fung has passed away, was the mode of operation of the company, the alleged Fundamental Bases of Cooperation, being affected?

Any example in support the unchanged Fundamental Bases of Cooperation?

Despite of the death of Fung, the Company continued to operate pursuant to the Fundamental Bases of Cooperation between To.

Major decisions concerning the affairs of the Company continued to be made by To and me upon consultation with each other and with the other's consent.

In or around late January 2018, I proposed to To that there should be a pay rise for Yau and me in view of the increased profitability of the Company. However, the proposed salary adjustment was rejected by To when he exercised his veto power

To continued to exercise his right to control the Company's Bank Accounts by remaining as a bank signatory to those accounts, and I would have to seek To's signature of the cheques to be issued by the Company

WS of Sy §99
Sy 的 WS §99

On what basis you could have suggested that To had continue to operate the company pursuant to the Fundamental Bases of Cooperation. Did Fung have any will setting out the same? Did To acknowledge or confirm to you, even orally? If not, on what basis you could have alleged that

Was there any written agreement to that effect? If not, why not?

F2. The purported purchaser Huang
F2 键。据称购买者黄

You have mentioned another purchaser Huang, can you explain what had happened?

Did Yau sell his shares to Huang as proposed?

Why do you think Huang only approach Yau for purchasing the shares in the Company?

Is To and/or Lau an interested party in the purported purchase of Yau’s shares proposed by Huang?

On about 11 January 2018 at about 2pm, I was informed by Yau that he met To and Lau at about 11:15am that morning at Starbucks Coffee at APM shopping whereby To alleged that he had already sold his entire 50% shareholding in Rainford, a company in which Yau and I hold 5% and 45% of the shares respectively, to a third party purchaser
约于2018年1月11日下午2时许,我接到丘成桐的通知,他于当日上午约11时15分在星巴克咖啡的APM购物地点与杜和刘会面,杜指称他已经出售了他在Rainford的全部50%股权,丘成桐和我分别持有该公司5%及45%的股份。 给第三方购买者

Thereafter, I was informed by Yau that under To's arrangements, he met one Mr. Huang Yuenian (“Huang”), the alleged purchaser of To’s 50% Rainford shares, and Huang’s lawyer, one Mr. Xie Guangyong (“Xie”), at the office of Kolvin.

Yau also told me that he attended another meeting with Xie, at the same place on about 13 April 2018, whereby he was invited to sell his 5% shares in Rainford and 5% shares in the Company to Huang.

Yau further informed me that on or about 16 May 2018 Huang (Xie on his behalf) offered to purchase Yau’s shares in the Company and in Rainford at a price of RMB8,000,000.

I understand that Yau refused to discuss with Huang and/or Xie about the affairs of Rainford in my absence and would not sell his 5% shares in Rainford.

I suspected that Huang's intention was to acquire a majority shareholding in Rainford by virtue of purchasing 5% additional Rainford shares from Yau.

I verily believe that To should have some interest in the transaction or otherwise he would not have been so proactive in arranging the meetings between Yau and Huang / Xie.

WS of Sy §101
Sy 的 WS §101

What is your view on the said transfer of shares between To and Huang?

I must say that the alleged unilateral sale of the 50% shares in Rainford by To to Huang after the death of Fung was an underhanded transaction. It was also done without first notifying me or obtaining my consent. Further, there was no director resolution approving the transfer.

WS of Sy §102
Sy 的 WS §102

What is the relevance of this incident (Huang under To’s introduction approaching Yau for acquiring his stake in Rainford)?

That To apparently sold his 50% Rainford shares to Huang without first notifying me, and that he attempted to procure Yau to sell his 5% Rainford shares to Huang, led to the development of a hostile relationship between To on the one hand and Yau and myself on the other.

WS of Sy §
Sy 的 WS §

F3. Appointment of Lau as a director of the Company
F3 键。委任刘先生为本公司董事

After Fung has passed away, was the composition of the Company’s board remain the same?

Do you know who proposed the said appointment of Lau as a director?

On 5 March 2018, To issued a notice of the 26.3.2018 EGM for the purpose of passing, among others, a resolution that Lau be appointed as director of the Company.

Since the EGM notice was signed by To, the proposed appointment of Lau was obviously To's idea.

WS of Sy §104
Sy 的 WS §104

Have you contact Sy Junior regarding the proposed appointment of Lau as director? What was his response?
你有没有就刘先生为董事的提议与Sy Junior联系?他的回应是什么?

I contacted Sy Junior with a view to informing him of the above. However. Given that I do not maintain a good relationship with Sy Junior, I was unable to reach him prior to the 26.3.2018 EGM notwithstanding that I sent him WhatsApp messages on 5, 10 and 14 March 2018.
我联系了Sy Junior,以期将上述情况告知他。然而。鉴于我与Sy Junior的关系并不好,尽管我在2018年3月5日、10日和14日向他发送了WhatsApp消息,但我无法在2018年3月26日临时股东大会之前联系到他。

WS of Sy §108
Sy 的 WS §108

If you do not maintain a good relationship with Sy Junior, why you would have gifted him 5% of the shares in Aitken?
如果你和Sy Junior没有保持良好的关系,你为什么要把Aitken 5%的股份送给他?

Any other person also attended the 26.3.2018 EGM?

What’s the role/involvement of Solicitor Tsoi in the meeting?

Did you examine the said proxy form or check its validity?

Did you know about the proxy arrangement of Sy Junior?
您知道Sy Junior的代理安排吗?

To was accompanied by Solicitor Tsoi without informing me in advance.

Lau produced a proxy form purportedly signed by Sy Junior to Solicitor Tsoi, who then purportedly confirmed that Sy Junior as a shareholder of the Company validly gave his proxy over his 300,000 shares to Lau for the purpose of voting at the 26.3.2018 EGM.
刘先生向蔡律师出示了一份据称由Sy Junior签署的委任表格,蔡律师随后据称确认Sy Junior作为该公司的股东,有效地将其300,000股股份的委托委托书交给了刘,以便在2018年3月26日的临时股东大会上投票。

The proxy form was passed to Yau and myself for consideration. However, given that neither Yau nor I was legally trained, we were unable to ascertain whether the alleged proxy form given by Sy Junior was valid (or genuine).
委托书已交给丘成桐和我考虑。然而,鉴于邱和我都没有接受过法律培训,我们无法确定Sy Junior提供的所谓委托书是否有效(或真实)。

I also did not know the reason why Sy Junior would have agreed to give such proxy form to Lau.
我也不知道为什么Sy Junior会同意将这种代表表格交给Lau。

WS of Sy §109
WS 的 Sy §109

What was the result of the 26.3.2018 EGM?

The result of the voting at the 26.3.2018 EGM was that To on behalf of Lockwell and Lau on behalf of Sy Junior together purportedly held 55% of the shares of the Company, and they voted in favour of the proposed appointment of Lau as the director of the Company by way of an ordinary resolution.
在2018年3月26日临时股东大会上的表决结果为,杜琪峰代表洛克威尔及刘先生代表Sy Junior据称合共持有本公司55%的股份,他们以普通决议案投票赞成建议委任刘某为本公司董事。

WS of Sy §113
Sy 的 WS §113

How would the appointment of Lau affect the operation of the Company? Whether you still retain control over the operation of the company?

Given that pursuant to the Fundamental Bases of Cooperation, Fung and I are entitled to have equal participation in the Company's management and each of us has a veto right over the decision to be made by the Company. The appointment of Lau would effectively destroy my veto right as there would be 3 directors in the board of the Company upon his proposed appointment.

In fact, after Lau has been purportedly appointed as a director of the Company, To and Lau have been in control of the board of the Company by virtue of having a 2:1 majority and have always been acting in concert as a camp. To’s camp’s intention in this regard can also be reflected in the minutes of the board meeting of the Company held on 2 May 2018 in which To’s camp sought to took control of every matter of the Company.

WS of Sy §105
Sy 的 WS §105

Do you think Lau is qualified to act as a director of the Company?

If not, why do you think To appoint Lau as the Company’s director?

Lau simply had no prior management experience in the industry, and thus he would not be qualified to be a director of the Company or be able to advance the Company’s interest anyway.

By seeking to appoint an additional director who is obviously a friendly party of To, To was in fact planning to take over the control of the Company.

WS of Sy §106
Sy 的 WS §106

F3. Unreasonable dismissal of Yau and Lam
F3 键。不合理解雇邱和林

After the appointment of Lau, was there any further change in Company’s personnel?

In or around 21 June 2018, To’s camp convened a purported board meeting of the Company, in which I was absent, to dismiss Yau and Lam without first giving me any prior notice of the same.

WS of Sy §116
Sy 的 WS §116

Why you did not attend? If not, why not? Was you informed of the meeting in advance?

Do you consider Yau was a key employee of the Company?

Yau was a key employee of the Company and thus his employment with the Company could only be terminated with my agreement pursuant to the Fundamental Bases of Cooperation. Yau, who was responsible for handling Uchihashi for the Company over a decade

WS of Sy §120
Sy 的 WS §120

Do you consider the dismissal of Yau was justifiable? And why?

I strongly believe that there was no justification whatsoever in terminating his employment, not least without my agreement. In fact, insofar as I know, Yau never received, whether from me or anyone within the Company, any complaints concerning his performance or attitude throughout his employment with the Company. Instead, he had received positive feedbacks from the Company’s customers and suppliers, otherwise he would not have been entrusted with the duty to handle Uchihashi, which is one of the most important suppliers of the Company. 

WS of Sy §120
Sy 的 WS §120

What do you think to be the reason why Yau was dismissed?

I suspect that the reason why To’s camp dismissed Yau was due to the fact that they intended to cause Yau to become unemployed such that he would have no choice but to sell his 5% shares of Rainford to Huang in order to sustain his living.  

WS of Sy §122
WS 的 Sy §122

What would be the impact to the Company for the dismissal of Yau?

Do you have example to demonstrate the said impact?

The business of the Company would be adversely affected as there would be no other senior employee at the Company who were experienced enough to handle the matters of Uchihashi

It was the result of the collective effort of the operation team of the Company throughout the decade so that KKV was willing to offer the Company a favourable credit period.

However, upon the sudden and inexplicable layoff of Yau, KKV expressed concerns by way of an email on 21 June 2018 over the Company’s staff turnover with more and more permanent employees leaving the Company as well as the potential impact that may have on the overall reputation and operation of the Company. KKV decided to alter the credit payment terms with immediate effect and would not dispatch any further shipments until all “open assets” (which I understand to mean account payables or outstanding invoices owed by the Company to KKV) have been fully settled

WS of Sy §119

WS of Sy §128
Sy 的 WS §128

Did the existing employees of the company take any measures in response to the shortened payment term?

Did KKV agreed to Lau’s proposal?

Lau sought to reassure KKV that despite the staff turnover, KKV’s business would be handled by the Company as usual, and further requested KKV to resume the previous trading and payment terms.

However, KKV declined to do so because KKV considered that it was still “unsafe” as a result of the aforesaid sudden and unexplainable layoff of the permanent staff of the operation arm of the Company

WS of Sy §130
Sy 的 WS §130

Any other employee being dismissed after the appointment of Lau?

What was Lam’s role in the Company?

At the 21.6.2018 Purported Board Meeting, To’s camp also terminated the employment of Lam, who was also a loyal and long-serving employee of the operation arm of the Company for over 20 years.

Lam was responsible for handling stock-keeping matters, including but not limited to logistical arrangements and record-keeping, and he was entrusted to hold one of the two keys to the inventory storage room of the Company. Whilst Lam was under the direct supervision of Yau, Lam would report to me when he was required to bring the key out of office.

WS of Sy §123-124

After the dismissal of Yau and Lam, did the Company recruit new employees as replacement?

What do you think the reason being for the dismissal of Yau and Lam, and the recruitment of a new operation team?

A new operation team was purportedly recruited by To’s camp since June 2018 (decisions made by To’s camp without consulting me)
据称,自 2018 年 6 月以来,杜琪峰的阵营招募了一个新的行动团队(杜琪峰的阵营在没有咨询我的情况下做出了决定)

To’s camp’s decisions to dismiss Yau and Lam and to recruit a new operation team demonstrate their intention to undermine my influence over key and long-serving staff members with a view to marginalising me in the Company.  This also clearly demonstrates that To’s camp (i.e. dominating the board of the Company, albeit wrongfully) was formed for these purposes.
杜琪峰的阵营决定解雇邱和林,并招募新的运营团队,表明他们有意削弱我对关键和长期服务员工的影响力,以期使我在公司边缘化。 这也清楚地表明,杜琪峰的阵营(即主导公司董事会,尽管是错误的)就是为了这些目的而成立的。

WS of Sy §132-133

F5. Unilateral change of the passwords to the servers of the Company
F5 键。单方面更改公司服务器的密码

When was the change of passwords of the Company’s servers

To's camp has also changed the passwords to the Company's servers in or about June 2018 (as admitted in paragraph 27 of the POD) without informing me of the new passwords thereto

WS of Sy §135
WS 的 Sy §135

Who has the password of the Company’s servers before they were changed?

The passwords to these servers were only known to Tsoi and me.

WS of Sy §136
Sy 的 WS §136

What’s the duty of Tsoi regarding the Company servers since he has the password of the same?

Prior to 2012, Tsoi was responsible for handling the housekeeping matters in relation to the servers, including but not limited to regularly deleting junk and/or irrelevant emails from the email server.

Since about 2012, I had taken over the responsibility to handle these tasks after Tsoi complained that he did not want to perform such a tedious task every week

WS of Sy §137

Did you change the password of the servers since you are the only person handling the tasks only?

When and how was the password of the servers being changed?

Did you give the password to To’s camp?

On or around 4 June 2018, a date on which Yau had a medical appointment and I was working at my office room at the Office Address, I was invited to attend the conference room of the Company for some discussions with Lau.

At the conference room, To, Lau and Lau Junior were present. After Lau introduced Lau Junior to me, Lau asked me whether I could recall the passwords to the 6 servers of the Company. Whilst I replied to Lau that he could have asked Tsoi for those passwords, Lau alleged that Tsoi in fact did not know the same.

Lau further challenged me in a quite hostile manner that if anything happened to me personally, no one would be able to gain access to the Company’s servers and/or the computer system. I was then compelled to write down the passwords on a piece of paper despite the fact that Lau was, to me, a stranger to the Company.

WS of Sy §140-141

Since you have been the person handling the matters regarding the computer’s server since 2012, did you question their purpose of obtaining the passwords of the server?
自 2012 年以来,您一直是处理计算机服务器事务的人,您是否质疑他们获取服务器密码的目的?

Have you refused to give the password to To’s camp? What made you think that you are “compelled” to give the passwords? You could have refused the same.

After To’s camp retained the passwords, did they change the passwords of the servers immediately?

When was the decision of changing the server’s password be made? Was there any discussion in any board meeting?

Was there any practice of changing the company’s server regularly?

Thereafter, a young gentleman, who appeared to be a computer expert, entered the conference room of the Company. Lau then asked me to bring that gentleman to my office room to login the servers in order to change the passwords according to the new passwords designed by Lau.

As a result, the passwords to the servers of the Company were changed in accordance with Lau’s request. Nevertheless, I was not informed of the new passwords of the servers notwithstanding that I am a director of the Company.

The change of the passwords to the servers was not on the agenda of any meeting of the Company or discussed in any meeting.  The change of the passwords to the Company’s servers is also not a security measure regularly undertaken by the Company as alleged. 
更改服务器密码未列入公司任何会议的议程,也未在任何会议中讨论。 更改公司服务器的密码也不是公司所声称的定期采取的安全措施。

In fact, the passwords to the servers had not been changed since 2012.
事实上,自 2012 年以来,服务器的密码就没有更改过。

WS of Sy §143-145

Did you ask Lau for the new passwords? If not, why not.

What did Lau said when he refused to give you the new passwords?

Please describe the incident regarding removal of the computer server in May 2018

Did To’s camp inform or explain to you why the stranger had entered your room and the actions taken to the server?

On 25 May 2018, I was informed by Yau and Chan that To’s camp allowed a stranger to attend the Company’s Office Address (together with the To’s camp) at about 10am on that day.

At about 10:10am, Yau was asked by Lau to enter into the conference room of the Company’s Office Address to purportedly discuss the affairs of the Company.

Chan informed me that the stranger, which appeared to be a computer expert, entered into my room at about 10:10am without my permission and presence, and removed one server from my room out of the Office Address at about 10:32am. However, that stranger returned the server to my room at about 11:49am
陈告诉我,这个陌生人似乎是电脑专家,在上午10点10分左右进入我的房间,未经我的允许和在场,并在上午10点32分左右从我的房间里移走了一台服务器。然而,那个陌生人在上午 11 点 49 分左右将服务器送回了我的房间

[He] removed one server from my room out of the Office Address at about 10:32am. However, that stranger returned the server to my room at about 11:49am
[他]在上午10点32分左右从我的房间里移走了一台服务器。然而,那个陌生人在上午 11 点 49 分左右将服务器送回了我的房间

To’s camp did not inform me of the reason and/or purpose of the above acts. If Yau and Chan did not inform me of the above, I would have not known about the secret actions taken by To’s camp

WS of Sy §138-139

Why don’t you ask To’s camp for the reason for they have removed the server? If not, why not?
你为什么不问问 To 的阵营他们删除服务器的原因?如果不是,为什么不呢?

How are you affected by the change of the server’s passwords?

Why would To’s camp want to change the server’s password?
为什么 To 的阵营要更改服务器的密码?

I have been unable to gain access to the documents and information from the Company’s computer system the access of which would require the new passwords.

By doing so, it is clear that To’s camp seeks to completely exclude me from the management of the Company.

WS of Sy §146

F6. Change of the bank signatory of the Company
F6 键。更改本公司的银行签字人

Please describe the incident of changing the bank signatory in 2018

By a “Notice of a Meeting of the Board of Directors” of the Company dated 10 July 2018, To’s camp proposed to hold a board meeting on 24 July 2018 (the “24.7.2018 Purported Board Meeting”) for the purposes of adding Lau and removing me as an authorised signatory to the Company’s Bank Accounts (the “24.7.2018 Resolutions”)

I was alleged to be usually and intermittently absent from office of the Company, and thus, payment to the Company’s suppliers for the outstanding payables could only be allegedly settled by a loan from Lockwell.

Allegations are plainly unsustainable:-

I attended the office of the Company regularly apart from those days on which I was away for the Company’s business trips or worked out of office.  Given that I was responsible for the operations of the Company pursuant to the Fundamental Bases of Cooperation and that with the assistance provided by Yau and Chan, it is not uncommon for me to attend business trips or work out of office;
除了因公司出差或外出工作外,我经常到公司办公室工作。 鉴于本人根据《合作基本原则》负责本公司的运作,并在邱和陈某的协助下,我经常出差或外出工作;

In any event, I was not aware of any instances in which payment for outstanding payables to the Company’s suppliers by way of a loan from Lockwell was necessary;

The only incident in which To asked me to return to office for the purpose of signing a cheque for the Company’s suppliers, as indicated in paragraph 28.1 of the POD, is that To asked me by WhatsApp on 25 June 2018 at about 11:29am (i.e. the Monday immediately following the email from Lau to KKV on 22 June 2018) to return to the Company on the same date by 2pm to sign a cheque for KKV (see PSLOD item 10); and
如《建议书》第28.1段所述,杜琪峰要求我返回办公室为本公司供应商签署支票的唯一事件,是杜琪峰于2018年6月25日上午11时29分左右(即紧接刘于2018年6月22日电邮后紧接星期一)透过WhatsApp要求我于同日下午2时前返回本公司签署支票对于 KKV(参见 PSLOD 第 10 项);和

If this is the incident which Lockwell alleged that payment to the Company’s suppliers for the outstanding payables could only be settled by its loan, such incident was in fact caused by To’s camp’s unreasonable and sudden dismissal of Yau and Lam

At the 24.7.2018 Purported Board Meeting, To’s camp further proposed to remove Mrs. Sy as the bank signatory of the Company’s Bank Accounts (the “Additional Resolution”). Whilst I voted against the 24.7.2018 Resolutions and the Additional Resolution, the same were passed (as admitted in paragraph 28 of the POD) as a result of the purported majority vote constituted by To’s camp
在 2018 年 7 月 24 日的董事会会议上,杜琪峰阵营进一步提议罢免 Sy 女士作为公司银行账户的银行签字人(“附加决议案”)。虽然我对 2018 年 7 月 24 日的决议案和附加决议案投了反对票,但由于杜琪峰阵营所谓的多数票,这些决议案和附加决议案均获得通过(如《行动计划》第 28 段所承认的那样)

WS of Sy §148-151

Other allegations against you

Lockwell alleged that start up the restaurant and karaoke bar despite Fung’s disagreement, and the Company later suffered significant financial loss as a result of the investment, and thus Fung was disappointed and lost confidence in me and thus distanced himself from me and all communications relating to the business of the Company were made through To.

Do you have any response in this regard?

Yet, did Fung lost confidence in you and distanced from you since the unsuccessful investment?

I must say that the above allegations are plainly untrue

In or around 1991/92, Trimax had certain business dealings with a state-owned enterprise, 深圳輕工業集團有限公司 (“SZ SOE”).  At the material time, Trimax and SZ SOE had certain joint investments in Vietnam.  SZ SOE owned a restaurant called “金潮城” which provided karaoke services in Shenzhen, China (the “SZ Restaurant”) in or around December 1993 and invited Trimax’s investment in the operation of the SZ Restaurant; and 
在1991/92年度或前后,Trimax与一家国有企业深圳工业集团有限公司(「深圳工业集团有限公司」)有若干业务往来。 在关键时刻,Trimax和深圳国有企业在越南有一定的共同投资。 深圳国有企业于1993年12月左右在中国深圳拥有一家名为“金潮城”的餐厅,提供卡拉OK服务(“深圳餐厅”),并邀请Trimax投资经营深圳餐厅;和

With the mutual agreement of Fung and myself, Trimax proceeded to invest in the SZ Restaurant which turned out to be unsuccessful and resulted in financial losses after around 1 year of operation and was thereafter closed down. 

The decisions to invest and close down the SZ Restaurant were jointly made by Fung and myself upon consultation with each other and with the other’s consent.

If Fung was really disappointed with and lost confidence on me and if he was the only boss of the Company as alleged (both of which are denied), Fung would have removed me as a director of the Company and would not have allowed me to continue to manage the operation of the Company.

WS of Sy §153 - 154

It is alleged that you failed to follow up with chasing the long outstanding amounts owed by Aitken TW to the Company, do you have any response?
据称,您没有跟进追讨Aitken TW欠该公司的长期未付款项,您对此有何回应?

such allegation is untrue for the following reasons:-


Firstly, I have been a director of the Company and responsible for the operation arm of the Company since 1983.  In the event that the Company would have to follow up with outstanding amounts owed by a supplier or customer, the same would be done by the accounting staff of the Company; and
首先,我自1983年起担任本公司董事,负责本公司的运营部门。 如果公司必须跟进供应商或客户的欠款,公司的会计人员也会这样做;和

Secondly, [since the chasing the long outstanding amounts owed by Aitken TW to the Company was instructed by Lau)] Lau was not a validly appointed director and he has no authority to instruct me to do anything.  In any event, given that Lau was purportedly appointed as a director of the Company on 26 March 2018 only, he could not have understood the operations of the Company in just a few days and then instructed me to follow up with these matters.
其次,[追讨Aitken TW欠该公司的长期未付款项是受刘的指示)]刘不是有效任命的董事,他无权指示我做任何事情。 无论如何,鉴于刘据称只是在2018年3月26日才被任命为该公司的董事,他不可能在短短几天内了解该公司的运作情况,然后指示我跟进这些事宜。


WS of Sy §155
WS 的 Sy §155

It is alleged that you have not contributed any funds towards the initial capital of the Company.

Apart from not receiving the dividends you entitled to, do you provide any other financial support to the Company?

Such allegation is not correct as I have repaid my part in about 1992/93 by way of not receiving the dividends that I should have been entitled to.

Further, on about 24 November 1994, I have mortgaged my then only property in Hong Kong, which was located at Flat C on 22/F of Block 4, Bayview Garden, No.633 Castle Peak Road, Tsuen Wan, New Territories, to Hang Seng Bank Limited in order to secure general banking facilities for the Company, and I even provided my personal guarantee, both of which demonstrated that I provided financial support for the Company.
此外,在1994年11月24日左右,我已将当时唯一位于香港的物业(位于新界荃湾青山道633号湾景花园4座22楼C室)抵押给恒生银行有限公司,以便为恒生银行有限公司提供一般银行服务,我甚至提供了个人担保, 这两者都表明我为公司提供了财务支持。

WS of Sy §156-157

You said that you have repaid your part of the initial capital of the company in 1992/93 by way of not receiving the dividends that you should have been entitled to, is there any evidence to support this assertion?

Notwithstanding being excluded from the management of the Company, are you still working for the Company?

After these proceedings were commenced, the Company issued a letter to me on 28 December 2018 (which was signed by To purportedly on behalf of the Company) purportedly terminating my employment with the Company as a director thereof.

WS of Sy §160
Sy 的 WS §160

In the draft financial statements of the Company for the year ended 31 December 2018 (“2018 F/S”) prepared by the Company’s auditors, Messrs. Yeung & Cheuk (“Y&C”), Certified Public Accountant, Y&C alleged that Lockwell is a “parent company” and the “ultimate holding company” of the Company (the “Assertion”). Do you agree?
在公司审计师、注册会计师杨卓先生(「Y&C」)编制的本公司截至2018年12月31日止年度的财务报表草稿(「2018 F/S」)中,Y&C指称洛克伟是本公司的「母公司」及「最终控股公司」(「声明」)。你同意吗?

If so, why would Y&C make such Assertion?

The Assertion is plainly incorrect as the Company should always be run in accordance with the Fundamental Basis of Cooperation. At no point in time was Lockwell regarded as the parent company or the ultimate holding company of the Company.

Given that it was To who communicated with Y&C, it must be To’s instructions to set out the Assertion in the 2018 F/S. In this regard, it again demonstrates To’s camp’s intention to exclude me from the Company entirely and to treat the Company as their own.
鉴于是 To 与 Y&C 进行了沟通,因此必须根据 To 的指示在 2018 F/S 中列出断言。在这一点上,这再次表明了杜琪峰阵营的意图,即将我完全排除在公司之外,并将公司视为自己的公司。

WS of Sy §162
Sy 的 WS §162

Relief sought by the Petitioner/you

Why would the Petitioner/you seek to wind-up the Company?

I consider that the relationship between me and To has irretrievably and completely broken down as a result of his above conduct. The Fundamental Bases of Cooperation have been totally eroded.

Alternatively, for the 2nd to 4th Respondents (or some of them) to buy out my and Yau’s shares (i.e. those shares beneficially owned by us) of the Company at a fair price.
或者,由2 nd 至4 th 名答辩人(或部分答辩人)以公平价格买断本人及丘成桐的股份(即本公司实益拥有的股份)。

WS of Sy §163
Sy 的 WS §163

Have you considered any other alternative means apart from winding up the Company?

Have you proposed the buy-out relief to To’s camp? Did you receive any response to it?