TROOPS, Inc. (Nasdaq: TROO) (the “Company” or “TROOPS”) today announced that the Company has received a judgement (the “Judgement”) issued by the High Court of Hong Kong Special Administrative Region Court of First Instance in connection with the action no. HCA 938/2022.
As previously disclosed, on August 9, 2022, TROOPS, Inc. (the “Company”) and certain subsidiaries of the Company, including First Asia Finance Limited, SGOCO International (HK) Limited, Suns Tower Limited and Giant Connection Limited (the “Subsidiaries”) were included amongst other Defendants and served with a writ of summons in Hong Kong (HCA 938 of 2022) and received injunctions dated August 5, 2022, issued by the High Court of the Hong Kong Special Administrative Region Court of First Instance in connection with the writ of summons. Pursuant to the injunctions, the Company and SGOCO International (HK) Limited cannot remove any of its assets worldwide and cannot dispose of or deal with or diminish the value of any of its assets worldwide up to certain amounts; First Asia Finance Limited, Suns Tower Limited and Giant Connection Limited, cannot remove any of its assets which are within Hong Kong and cannot dispose of or deal with or diminish the value of any of its assets within Hong Kong up to certain amounts. On January 26, 2023, the counsel for the Company and the Subsidiaries received a statement of claim under the above proceedings, whereby the plaintiffs’ alleged claims included unlawful means of conspiracy and other claims. The plaintiffs sought relief including damages and equitable compensation, among others. On August 26, 2022, the Company applied for a discharge of the injunction, and court proceedings were subsequently held from May, 2023 to June, 2023. On September 19, 2023, an order issued by the High Court of the Hong Kong Special Administrative Region Court of First Instance dated August 22, 2023 (the “Order”) was filed. Pursuant to the Order, amongst others, several injunctions against the Defendants, including the Company, were discharged: (i) the injunction order dated August 5, 2022 prohibiting disposal of assets worldwide against the Company and SGOCO International (HK) Limited was discharged; (ii) the injunction order dated August 5, 2022 prohibiting disposal of assets in Hong Kong against First Asia Finance Limited, Suns Tower Limited and Giant Connection Limited was discharged. The following conditions, amongst others, were imposed by the Order instead: (i) Suns Tower Limited must not in anyway dispose of or deal with or diminish the value of the property known as No. 8 Fui Yiu Kok Street, Tsuen Wan, New Territories; (ii) The Company must not in anyway dispose of or deal with or diminish the value of shares in Giant Connection Limited; and (iii) Giant Connection Limited must not in anyway dispose of or deal with or diminish the value of shares in Paris Sky Limited and 11 Hau Fook Street Limited. Application for security for costs was made by the Company on April 21, 2023. It was ordered on August 22, 2023 that the Plaintiffs do pay HK$1,500,000 into Court on or before October 3, 2023 as security for the Company’s costs up to and including the stage of exchange of witness statements. The Company believes the lawsuit is without merit and intends to defend the case vigorously. As of the date of this report, the Company was unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this case.
On June 23, 2025, a judgement (the “Judgement”) issued by the High Court of Hong Kong Special Administrative Region Court of First Instance in connection with the action no. HCA 938/2022 mentioned above was filed, whereby it was ordered, amongst others, that:
(i) The Company and the subsidiaries, SGOCO International (HK) Limited and Giant Connection Limited, amongst other defendants, are jointly and severally liable for payment of $163,400,000 Hong Kong Dollars; and
(ii) The Company and the subsidiary, SGOCO International (HK) Limited, amongst other defendants, are jointly and severally liable for payment of $241,400,000 Hong Kong Dollars.
The Judgment is expected to have an impact on the Company’s consolidated performance. Further disclosure will be released if any matters requiring disclosure should occur in the future.
Management of the Company (the “Management”) expresses profound disappointment with the Court’s ruling, which stems from allegations advanced by FTI Consulting as liquidators. As part of the restructuring plan which was disputed by the Plaintiff and alleged to be a fraudulent scheme, the group prudently divested low-value assets including Boca International Limited and Century Skyway Limited. These entities were strategically exited or subsequently deregistered before they could inflict operational or financial harm on the Company and its investors.
The Company, upon careful examination of the content of the Judgement, is looking into options including filing a Notice of Appeal. The Company will pursue all legal avenues to rectify this judgement. The Management is confident in successfully pursuing the appeal and class action to protect the interest of our shareholders.
After thorough legal review, the Company is planning to actively mobilize shareholders to initiate a class-action lawsuit against FTI Consulting in U.S. courts for malicious prosecution and investor harm. Shareholders seeking to join this action are invited to register interest immediately at: ir@troops.co.
