1. The appellants were charged and convicted on two counts of conspiracy to defraud. The first count alleged a conspiracy to defraud the Stock Exchange of Hong Kong (“SEHK”) and the second, a conspiracy to defraud China Jin Hui Mining Co Ltd (later known as Natural Dairy (NZ) Ltd, “462”), a company listed on the SEHK with the Stock Code No. 462 and its existing shareholders. A1 was also convicted on a further count of money laundering in respect of his dealing with the alleged proceeds of such conspiracies to defraud. 2. A1 was a director of 462 while A2 was the ultimate beneficial owner of the companies that entered into an agreement to sell to 462 some farms in New Zealand (the “Acquisition”). Given the size of the Acquisition, 462 was required under the Listing Rules to make a public announcement and publish a circular approved by the SEHK. In both of these documents, A1 and A2 claimed that they (including the companies controlled by them) are independent from each other and not connected persons to the Acquisition. A3 was brought in by A2 to handle the accounts of the farms. 3. The prosecution case is that the appellants conspired together to cause SEHK to allow the publication of the aforementioned announcement and circular, and to cause 462 to approve the Acquisition and its financing measures (the “Intended Results”) using dishonest means. 4. Through the particulars contained in the indictment, the prosecution alleged that, in order to achieve the Intended Results: a. A1 and A2 had dishonestly made false representations in relation to or concealed the connections between themselves and their interests otherwise in the Acquisition (“Particulars (a)-(c)”). b. A1, A2 and A3 had dishonestly made false representations in relation to or concealed the true financial position of the farms (“Particulars (d)-(e)”). 5. The trial judge instructed the jury that, in order to convict the appellants of conspiracy to defraud, the jury must be sure that in respect of each count, that the appellants had agreed to use dishonest means to bring about the Intended Results. Of particular relevance, the jury was also reminded that: a. The dishonest means referred to in Particulars (a)-(c) concerned only A1 and A2, while Particulars (d)-(e) covered all appellants. b. In relation to Particulars (a)-(c), the trial judge instructed the jury that it is sufficient if the jury is satisfied that A1 and A2 were “working together” in the Acquisition when deciding whether they had made misrepresentations or concealments regarding their connection and interest in the Acquisition. c. The prosecution do not need to prove all of these particulars, but it is sufficient that one or more of these are made out, and the jury is sure that at least two of the appellants knowingly and intentionally made these representations or concealed the truth. 6. After trial, the jury convicted all the appellants in relation to the two counts of conspiracy to defraud, and A1 was further convicted of a count of money laundering in relation to his dealing with the funds derived from the Acquisition. 7. A1, A2 and A3 were respectively sentenced to imprisonment for 7 years and 9 months, 8 years and 3 months and 5 years. All appellants were further disqualified from management of companies for 10 years. 8. The Court of Appeal dismissed the appellants’ appeals. The appellants further appealed to this Court. ISSUES 9. The appellants argued that, since Particulars (a)-(c) and Particulars (d)-(e) involved different dishonest means with different alleged co-conspirators, they are therefore two different conspiracies. As it is wrong for one count of conspiracy to defraud to contain more than one conspiracy, the counts in the present case are improper in that they respectively include both Particulars (a)-(c) and Particulars (d)-(e) (the “Duplicity Argument”). 10. The appellants also argued that, for the purposes of directing the jury as to the alleged falsity of the representations under Particulars (a)-(b) as to A1 and A2’s alleged connections with each other and the Acquisition, it was wrong for the trial judge to use the “working together” formulation instead of properly defining legal concepts such as “connected persons” or “connected transactions” to the jury (the “Misdirection Argument”). The Duplicity Argument 11. The essence of an offence of conspiracy to defraud is the making of an agreement in which the co-conspirators agreed to use dishonest means intending to achieve the object of either injuring or imperiling the victim’s economic interests, or deflecting the victim from performing his duty. 12. Hence, generally speaking, to find the co-conspirators guilty, the prosecution’s job is complete if he could prove that there is such an agreement to use some unspecified dishonest means to achieve the fraudulent object. 13. In proving such an agreement, the prosecution need to spell out facts and matters which they rely on in order to inform the accused of the case they have to meet. This is done through providing particulars in an indictment. That said, not every fact specified in an indictment would necessarily have to be proven by the prosecution in order to secure a conviction. For example, in the case of an indictment for an offence of conspiracy to defraud such as the present case, the particulars frequently set out some overt acts allegedly performed by the co-conspirators which the prosecution rely upon to infer the existence of an agreement to use dishonest means. In such a case, these particulars are supplied merely to provide reasonable information in respect of the agreement alleged. It would therefore be sufficient for the prosecution to prove the existence of the agreement with or without proving these overt acts also. 14. However, it would be a very different situation where the prosecution rely on the particulars as the very dishonest means agreed upon. In such a case, the particulars, being an essential element of the offence of conspiracy to defraud, would have to be proven by the prosecution. 15. Therefore, it is important to determine whether the particulars in the present case are simply overt acts, or were they the very dishonest means agreed upon. Having regard to the wording of the indictment, the written and oral directions of the trial judge, and how counsel had conducted the trial, the Court found that Particulars (a) to (e) were relied upon as the agreed dishonest means rather than merely overt acts. As such, these particulars must be proven. 16. Having established that these particulars are all agreed dishonest means which have to be proven, and given how Particulars (a)-(c) and Particulars (d)-(e) encapsulate rather different dishonest means involving different co-conspirators, the counts containing both of these sets of particulars would thus essentially include two conspiracies each. Furthermore, as mentioned above, the jury was directed that it is sufficient that “at least” two of the accused were part of a conspiracy. Therefore, there is a risk that the jurors may have convicted the appellants without actually agreeing upon whether the dishonest means of the conspiracy was the one under Particulars (a)-(c) or that under Particulars (d)-(e), and who among A1, A2, and A3 were part of this conspiracy. In other words, there is a risk that the jury had not arrived at a valid verdict against the same appellants based on an agreement to employ the same dishonest means, which means that the prosecution may not have proven their alleged criminal agreement beyond reasonable doubt. The convictions against all of the appellants were thus unsafe. The Misdirection Argument 17. Given the conclusion above to the Duplicity Argument, the Court found it unnecessary and undesirable to deal with the issues arising from the Misdirection Argument. DISPOSITION 18. Accordingly, the appeals were unanimously allowed, and the convictions of the appellants were quashed. A re-trial was ordered, and the prosecution was given the choice to amend the present indictment or to issue a new one.