1. China Mining Resources Group Limited (“China Mining”) is a company listed on the Hong Kong Stock Exchange. It wholly owned Biogrowth Assets Limited (“Biogrowth”), which in turn wholly owned Cell Therapy Technologies Centre Limited (“Cell Therapy”). At the material time, Luk Kin Peter Joseph (“Mr Luk”) and Yu Oi Kee (“Miss Yu”) were sole directors of Biogrowth but were not directors of China Mining. 2. United Easy Investments Limited (“United Easy”), a company apparently controlled by the aunt of Mr Luk’s wife, acquired Cell Therapy for HK$15 million (“the Transaction”). Mr Luk and Miss Yu signed board minutes of Biogrowth authorizing the Transaction, which stated that none of Biogrowth’s directors was interested in the Transaction (“the Board Minutes”). However, at trial it was found that Mr Luk was secretly the ultimate beneficial owner of United Easy such that the Transaction was a connected transaction requiring disclosures and subject to voting restrictions in accordance with the Stock Exchange rules. 3. Mr Luk and Miss Yu were convicted of conspiring as agents to commit an offence under section 9(3) of the Prevention of Bribery Ordinance, Cap 201 (“POBO”) by using the Board Minutes, which falsely stated that Mr Luk was not interested in the Transaction, to deceive and mislead their principal. The Court of Appeal held that, since Mr Luk and Miss Yu were the sole directors of Biogrowth, Biogrowth was incapable of being deceived by them. However, Mr Luk and Miss Yu were agents of China Mining and were convicted on that basis. 4. Additionally, Mr Luk was convicted of offering, and Miss Yu as an agent of China Mining, of accepting a bribe consisting of 1.5 million shares in China Mining as an inducement for Miss Yu’s participation in the conspiracy. 5. Three questions arose: First, were the lower courts right to hold that Mr Luk and Miss Yu were agents of China Mining even though being directors of its subsidiary (Biogrowth), they were under no legal obligation to act on behalf of China Mining? Second, were the Board Minutes a “document” for the purpose of section 9(3) of the POBO or does “document” only refer to documents of the same type as “receipt and account”? Third, was the Court of Appeal right to hold that the principle that the mind and will of the sole director(s) are treated in law as the mind and will of the limited company, applied in the present case so that Biogrowth was incapable of being deceived by Mr Luk and Miss Yu? 6. In relation to the first question, the Court stated that to become an agent of another for the purpose of section 9(3), it was not necessary to have some pre-existing legal, contractual or fiduciary obligation to act in relation to that person’s affairs or business. In the present case, when Mr Luk agreed with the Chief Financial Officer of China Mining that he would find a buyer for Cell Therapy, he created a reasonable expectation that he would act in the interest of China Mining and to the exclusion of his own interest. More specifically, he assumed a duty to act in good faith and not deceive China Mining into making a false statement to the Stock Exchange about his having no interest in the Transaction. Therefore, the lower courts were right to hold that Mr Luk was an agent of China Mining. As for Miss Yu, she was aware of the basis upon which Mr Luk put forward United Easy as a buyer and participated in his deception. That is sufficient for her liability under the conspiracy charge. 7. As to the second question, the Court held that the Board Minutes were a “document” for the purpose of section 9(3) of the POBO. There is no need to confine the meaning of “document” to documents of the same type as receipts and accounts. However, it also cannot mean any document but must be a document in respect of which the principal is interested and which contains a false or erroneous statement intended to mislead. 8. Finally in relation to the third question, the Court stated that Biogrowth was indeed capable of being deceived by Mr Luk and Miss Yu. To be liable under section 9(3) of the POBO, the deceiver need not have in mind the particular person whose state of mind will count as that of the principal. In the present case, the false statement in the Board Minutes deceived an authorised officer of China Mining into thinking the buyer was an independent party and he thereby executed the sale agreement on behalf of Biogrowth. That was an act of Biogrowth and that officer’s deceived state of mind could be attributed to Biogrowth. 9. In relation to the bribery offences, the Court held that even assuming Mr Luk and Miss Yu were only agents of Biogrowth, their knowledge of the bribe could not be attributed to Biogrowth, let alone treated as a grant of permission by Biogrowth to give and receive it. 10. There are no uniform principles by which one will attribute acts, knowledge and states of mind to a company. In every case, the criteria for attribution must be such as will give effect to the purpose and policy of the relevant substantive rule, whether that rule is contained in a statute or the common law. In the context of bribery offences under the POBO, it would be absurd, and would also defeat the purpose and policy of the statute, to attribute to the company the knowledge of its directors of their own breach of duty to the company by giving and taking a bribe. 11. Accordingly, the Court dismissed the appeals.