Chua Li Hoon Matilda v Public Prosecutor: False Trading & Falsifying Accounts under Securities Industry Act & Penal Code
In Chua Li Hoon Matilda and Others v Public Prosecutor, the High Court of Singapore heard appeals against convictions and acquittals related to creating a false or misleading appearance of the price of WizOffice shares under the Securities Industry Act and falsifying accounts under the Penal Code. Matilda Chua Li Hoon, Seah Chin Yew, and Seah Say Yoong were involved in a scheme to discount WizOffice shares without disclosing it to the market. The court dismissed most appeals against conviction but allowed the prosecution's appeal against the acquittal of the First and Second Appellants under their second charges under s 477A of the Penal Code, imposing fines.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeals against conviction dismissed, except for the Public Prosecutor's appeals against the acquittal of the First and Second Appellants under their second charges under s 477A of the Penal Code, which were allowed. Fines imposed.
1.3 Case Type
Criminal
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding false trading and falsifying accounts. The court addressed creating a misleading appearance of WizOffice shares and falsification of accounts.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chua Li Hoon Matilda | Appellant, Respondent | Individual | Acquitted of creating a false or misleading appearance of the price of WizOffice shares, Acquitted of one count of falsifying her company’s books, Convicted on the charge of falsifying GNR’s books, Convicted under s 477A of the Penal Code | Won, Won, Lost, Lost | Cheah Kok Lim |
| Seah Chin Yew | Appellant, Respondent | Individual | Acquitted on one count of abetting the First Appellant to falsify GNR’s books, Convicted on the charge of creating a false or misleading appearance of the price of WizOffice shares, Convicted on the charge of abetting the First Appellant to falsify GNR’s books, Convicted under s 477A of the Penal Code | Won, Lost, Lost, Lost | Philip Fong, Khaleel Namazie |
| Seah Say Yoong | Appellant, Respondent | Individual | Acquitted of abetting Quek to falsify the accounts of SHPL, Convicted of creating a false or misleading appearance of the price of WizOffice shares | Won, Lost | Philip Fong, Khaleel Namazie |
| Public Prosecutor | Respondent, Appellant | Government Agency | Appeals against conviction dismissed, Appeals against sentence dismissed, Appeals against the acquittal of the First Appellant and the Second Appellant under their respective second charges under s 477A of the Penal Code allowed | Lost, Lost, Won | David Khoo, David Chew Siong Tai, Diane Tan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Cheah Kok Lim | Sng & Company |
| Philip Fong | Harry Elias Partnership |
| Khaleel Namazie | Harry Elias Partnership |
| David Khoo | Deputy Public Prosecutors |
| David Chew Siong Tai | Deputy Public Prosecutors |
| Diane Tan | Deputy Public Prosecutors |
4. Facts
- Matilda Chua Li Hoon was the managing director and shareholder of GNR.
- Seah Chin Yew was the managing director and majority shareholder of WizOffice.
- Seah Say Yoong was the managing director of SHPL and father of Seah Chin Yew.
- GNR obtained 10 million WizOffice shares as a result of a share swap agreement.
- GNR needed to liquidate WizOffice shares to raise funds.
- Seah Chin Yew brokered a deal for GNR to sell WizOffice shares to SHPL at a discounted price.
- The discount of $150,000 was paid privately after the sale on the open market.
5. Formal Citations
- Chua Li Hoon Matilda and Others v Public Prosecutor, MA 253/2007, 254/2007, 255/2007, [2009] SGHC 116
6. Timeline
| Date | Event |
|---|---|
| Share swap agreement between GNR and WizOffice | |
| Transaction of WizOffice shares | |
| Cheque signed by First Appellant in favour of Yee Lee Fen | |
| Yee Lee Fen issued a blank cheque to Second Appellant | |
| Third Appellant's statement to CPIB | |
| Case Number: MA 253/2007, 254/2007, 255/2007 | |
| Judgment reserved |
7. Legal Issues
- Creating a false or misleading appearance of the price of securities
- Outcome: The court found that the Second and Third Appellants had committed the actus reus and mens rea of creating a false or misleading appearance in regard to the price of securities. The First Appellant was acquitted due to reasonable doubt regarding mens rea.
- Category: Substantive
- Falsification of accounts
- Outcome: The court found that the First Appellant had falsified GNR’s accounts wilfully and with intent to defraud. The Second Appellant was found to have aided and abetted the First Appellant in her falsification of GNR’s accounts.
- Category: Substantive
8. Remedies Sought
- Fines
- Imprisonment
9. Cause of Actions
- Violation of s 97(1) of the Securities Industry Act
- Violation of s 477A of the Penal Code
- Abetment to falsify accounts under s 109 read with s 477A of the Penal Code
10. Practice Areas
- Criminal Litigation
- Securities Fraud
- White Collar Crime
11. Industries
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| PP v Mathilda Chua Li Hoon | District Court | Yes | [2008] SGDC 290 | Singapore | The judgment refers to the District Judge's grounds of decision for the acquittals and convictions in the case. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Securities Industry Act (Cap 289, 1985 Rev Ed) s 97(1) | Singapore |
| Securities Industry Act (Cap 289, 1985 Rev Ed) s 104 | Singapore |
| Penal Code (Cap 224, 1985 Rev Ed) s 477A | Singapore |
| Penal Code (Cap 224, 1985 Rev Ed) s 109 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- WizOffice shares
- False trading
- Falsifying accounts
- Securities Industry Act
- Penal Code
- Share swap agreement
- Discounted price
- Married trade
- Advisory Agreement
- Defalcation
15.2 Keywords
- securities
- false trading
- falsifying accounts
- Securities Industry Act
- Penal Code
16. Subjects
- Securities Fraud
- Falsification of Accounts
- Criminal Law
17. Areas of Law
- Criminal Law
- Securities Law
- Company Law