SFC obtains order to freeze $101 million belonging to suspected shadow director in corporate misconduct case involving Teamway International Group Holdings Limited

On December 16, 2025, the Securities and Futures Commission ("SFC") successfully secured a court order to freeze approximately $101 million in cash from the personal bank account of Ng Kwok Fai, a suspected shadow director of Teamway International Group Holdings Limited (Teamway). This order was granted by mutual agreement between the SFC and Ng as part of ongoing legal proceedings under section 214 of the Securities and Futures Ordinance ("SFO").

The current legal proceedings against Teamway and its associated individuals were initiated following Ng's agreement to pay $192 million in compensation to independent public shareholders of delisted Combest Holdings Limited (Combest) for misconduct involving Teamway. This agreement arose from a series of transactions engineered by Ng and Yang Zhihui to transform Teamway into a listed shell, with plans to replace its original packaging business.

The SFC's case against Ng and Yang centers around their alleged acquisition of a 75% interest in Teamway from its founder through a nominee in 2015, subsequently acting as shadow directors. The SFC claims that they engineered transactions that prejudiced Teamway's interests, breaching fiduciary duties. Moreover, the SFC alleges that seven former executive directors ("EDs") and three former independent non-executive directors ("INEDs") of Teamway approved or allowed these transactions, or Ng and/or Yang to dominate Teamway's affairs. The former company secretary is also alleged to have been negligent or reckless in her duties concerning these transactions.

The SFC is seeking compensation orders against Ng, Yang, and the ten former directors totaling $532 million in losses incurred by Teamway and its subsidiaries, as well as disqualification orders to prevent them from serving as directors or managing any listed or unlisted corporations in Hong Kong. The asset freezing order against Ng remains in effect until the conclusion of the legal proceedings relating to Teamway or a further court order.