1 The accused was employed as a dealer by OCBC Securities Pte Ltd (“OSPL”) from 2004 to 2019. He was charged with one count of intentionally aiding one Tang Boon Hai (PW2) (who was also known as “Steven”) (“Tang”) in engaging in a course of conduct for the purpose of creating a false or misleading appearance of active trading in the shares issued by KTL Global Limited (“KTL”), which was a company listed on the mainboard of the Singapore Exchange Securities Limited (“SGX”) (“the false trading charge”). The false trading charge was as follows:-

… are charged that you, on or around the period between 4 November 2014 and 8 September 2015, in Singapore, did abet by intentionally aiding one Tang Boon Hai (“Tang”) to engage in a course of conduct for the purpose of creating a false or misleading appearance of active trading in the shares issued by KTL Global Limited (“KTL”), a company listed on the mainboard of the Singapore Exchange Securities Trading Limited, to wit, by:

(a) providing a trading account bearing account number 0490426 and maintained with OCBC Securities Pte Ltd (the “Firm”) by the account holder Sia Khai Teck for Tang to trade in KTL shares, and

(b) taking instructions from Tang to trade in KTL shares using six accounts belonging to other individuals and maintained with the Firm (as set out in Annex A of this charge), when you, as a trading representative of the Firm servicing these accounts, knew that Tang was not the account holder of these six accounts,

and you have thereby committed an offence under section 197(1)(a) of the Securities and Futures Act (Cap 289, 2006 Rev Ed) (“SFA”) read with section 109 of the Penal Code (Cap 224, 2008 Rev Ed) (“Penal Code”), punishable under section 204(1) of the SFA.

Table of 6 Relevant Accounts is set out below:

2 The accused was also charged with six charges in relation to the trading accounts specified in Annex A. It was alleged that he took instructions from Tang regarding orders and trades (collectively “trades” unless the context requires otherwise) in KTL shares for the trading accounts, which operated as a deception on OSPL (“the deception charges”). A sample charge is as follows:-

… are charged that you, on or around the period between 4 November 2014 and 8 September 2015, in Singapore, were directly, in connection with the purchase and sale of shares issued by KTL Global Limited (“KTL”), which are securities traded on the Mainboard of the Singapore Exchange Securities Trading Limited, engaged in a practice which was likely to operate as a deception upon OCBC Securities Pte Ltd (the “Firm”), to wit, by taking instructions from one Tang Boon Hai (“Tang”) regarding orders and trades in KTL shares for the trading account of one Ang Mui Koon (“Ang”) maintained with the Firm (account no. 28-xxxx005) (the “Account”), when the Firm had not been informed of or consented to Tang’s use of the Account, which was likely to deceive the Firm that the orders and trades in KTL shares made using the Account were placed by Ang, and you have thereby committed an offence under section 201(b) and punishable under section 204(1) of the Securities and Futures Act (Cap 289, 2006 Rev Ed) (“SFA”).

3 The accused was convicted on all seven charges after trial. He was sentenced to six weeks’ imprisonment for the false trading charge and to two weeks’ imprisonment for each of the deception charges. The sentences for the false trading charge and two of the deception charges would run consecutively, so that the aggregate sentence imposed was 10 weeks’ imprisonment.

4 The accused has filed an appeal against conviction and sentence. Sentence has been stayed and the accused has been released on bail pending appeal.

5 KTL was a company which was listed on the mainboard of the SGX. It had been so listed from December 2007. The business of KTL and its subsidiaries included supplying rigging equipment and related services to offshore oil and gas, marine and construction industries. ¹ The Chief Executive Officer of KTL was one Tan Kheng Yeow (also referred to as “Wilson”) (“Wilson”).

6 Sometime in August 2014, SGX announced the introduction of a minimum trading price for shares listed on its mainboard (the “MTP Requirement”). Under the MTP Requirement, the volume weighted average price of listed shares over a six-month period could not fall below S$0.20. In this event, the company which issued the shares would be placed on a watchlist, be subject to greater scrutiny, and could even be delisted. Between August 2014 to October 2014, the shares of KTL traded below the required price of S$0.20. ²

7 Wilson wanted the share price of KTL to rise above the minimum trading price of twenty cents per share and he took steps to try to achieve this.

8 He met the accused and Tang on 16 October 2014 for dinner at Tung Lok Signatures at Orchard Parade Hotel to discuss the issue. The meeting was arranged by the accused’s old friend Janus Yeo (“Janus”) of Cap1 Financial Pte Ltd (“Cap1”). Eugen Chua (“Eugen”) of Cap1 was also present. After dinner, Wilson hosted a drinks session at a KTV lounge called Lido Palace. Wilson, Tang and the accused met several times thereafter.

9 To increase KTL’s share price, Wilson adopted a two-pronged strategy. The first was to promote KTL as a company through publicity and outreach on the basis that its shares were undervalued. The second was to boost the price of KTL shares and liquidity by trading in the market and Tang was engaged in this respect.

10 The accused introduced KTL to WeR1 Consultants Pte Ltd (“WeR1”) sometime around 6 November 2014, so that they could assist KTL in publicity and outreach. According to the accused, Wilson engaged the services of WeR1 after meeting its representatives. WeR1 proceeded to assist KTL with media releases between February to August 2015 to promote awareness of KTL, and arranged for roadshows with financial institutions. ³

11 Wilson also engaged in a nefarious scheme to boost KTL’s share price. He and Tang engaged in a conspiracy to create a false appearance of active trading in KTL shares using 14 trading accounts. Tang eventually pleaded guilty to various offences. The Statement of Facts in his case (“Tang’s SOF”) (Exhibit P14) described the conspiracy between them as follows:-

12. Tang was first introduced to Tan KY [Wilson] on or around 16 October 2014. On or around such date, they entered into a conspiracy to engage in a course of conduct, a purpose of which was to create a false appearance of active trading in KTL Global shares. They agreed that Tang was to artificially create trading activity in KTL Global shares and the appearance of liquidity, by using various trading accounts that Tang controlled (including accounts held in the names of other persons) to trade in KTL Global shares. They also agreed that Tan KY would provide Tang with funds in order to facilitate this.

13. Tang understood that Tan KY desired that the price of KTL Global shares would eventually trade at or above $0.20 and that KTL Global would be able to meet the MTP Requirement. The parties intended that the false appearance of active trading would induce genuine market participants to be interested in buying KTL Global shares, and that this would lead to a higher share price.

14. Pursuant to the conspiracy, Tang procured the use of the following 14 trading accounts (collectively the “Accounts”) to trade in KTL Global shares and further the said scheme…

12 In order to manipulate the price of KTL shares, Tang utilized “contra trading”. Tang’s SOF described his strategy as follows in [20]-[22]:-

20. “Contra” trading involves buying shares without paying for the shares upfront and selling those shares before the due date (or “settlement date”) for payment for the purchase. If the trader sells the shares before the due date for settlement, then on the settlement date, the trader is required to pay only the net loss from the sale (if any), rather than the entire cost for the purchase of the shares.

21 Over the Relevant Period, the respective brokerage firms permitted purchases of shares to be paid for up to three days after the purchase. In other words, the brokerages permitted settlement on “T+3”.

22 The vast majority of the trades conducted by Tang in KTL Global Shares (in the Accounts that were cash trading accounts) were done on a “contra” basis. Tang’s use of contra trading significantly reduced the amount of cash that he required to conduct the trades in KTL Global shares in the Accounts.

13 When Tang pleaded guilty, he admitted to the facts contained in his SOF without qualification. When he testified, he affirmed that the facts stated therein were accurate. ⁴

14 Tang pleaded guilty to one charge relating to false trading of KTL shares, which was an offence under section 197(1)(a) of the Securities and Futures Act (Chapter 289) (“SFA”). He also pleaded guilty to five deception charges involving the unauthorised use of various trading accounts in three brokerages, which operated as a deception on them, which were offences under s 201(b) of the SFA. All his offences were punishable under s 204(1) of the SFA. ⁵

15 Tang’s false trading charge provided that from around 16 October 2014 to 8 September 2015, he engaged with Wilson in a course of conduct to create a false appearance of active trading in KTL shares, and that in pursuance of the conspiracy, he used 14 trading accounts to purchase a total of approximately 122,760,000 KTL shares and sell a total of approximately 120,666,200 KTL shares from 4 November 2014 to 8 September 2015.

16 The 14 accounts Tang used included all the six trading accounts which are the subject matter of the present charges. They also included:-

(a) The OSPL trading account of his company Infinity Global Consultancy Private Limited (“Infinity Global”) where the accused was his trading representative;

(b) one account in the name of Ang Mui Koon at CGS-CIMB Securities (Singapore) Pte Ltd (“CIMB”) and two of her accounts with Philip Securities Pte Ltd (“Philip Securities”);

(c) one account in the name of Chow Yuet Heng with CIMB and two of her accounts with Philip Securities; and

(d) one other account in the name of Lim Eng Sheng with OSPL.

17 Tang was sentenced to four months’ imprisonment for the false trading charge and to one month’s imprisonment for each of the proceeded deception charges, with the sentences for the fraudulent trading charge and two deception charges to run consecutively. He also pleaded guilty to a charge of dishonestly receiving stolen property (which was not directly relevant to the present case) and was sentenced to 24 months’ imprisonment, with this sentence to run consecutively. His aggregate sentence was therefore 30 months’ imprisonment.

18 Ang Mui Koon (PW10) (who was also known as “Amy”) (“Ang”) had an existing OSPL trading account, number 28-xxxx005 (“AMK1”), which she opened around 23 December 2010. Sometime around 11 September 2014, she opened a share financing account, number 28-xxxx368 (“AMK2”), with OSPL. The accused was her trading representative for both accounts. ⁶

19 Chow Yuet Heng (PW11) (who was also referred to as “Rovena”) (“Chow”) had an existing trading account, number 28-xxxx837 (“CYH1”), with OSPL which was opened around 2 May 2013. She opened her share financing account, number 28-xxxx515 (“CYH2”), around 1 December 2014. ⁷ The accused was her trading representative for both accounts.

20 Lim Eng Sheng (PW9) (who was also known as “Steven”) (“Lim”) opened a cash trading account, number 28-xxxx396 (“LES”), around 5 November 2014 with the accused as his broker. ⁸

21 Sia Khai Teck (PW7) (“Sia”) opened his OSPL trading account, number 28-xxxx426 (“SKT”), around 6 November 2014 with the accused as his broker. ⁹

22 All six accounts were used at various times to trade in KTL shares during the period stated in the charges, which was from 4 November 2014 to 8 September 2015 (“the charge period”). The trades were either done online or were broker-assisted by the accused or in a few cases, members of his team.

23 The prosecution alleged that the accused assisted Tang to place broker-assisted trades on 27 trading days in the six accounts during the charge period. It summarized the trades to be as follows:- ¹⁰

24 In Koh Peng Kiat v Public Prosecutor [2016] 1 SLR 753, the Court of Appeal set out (at [22]) the elements which establish abetment by intentionally aiding:-

22 As for what the Prosecution must prove against a person charged with abetment by intentionally aiding, the elements were summarised by this court in Bachoo Mohan Singh v PP as follows (at [111]):

In order to establish that abetment has taken place, the Prosecution must show that: (a) the accused did something which facilitated the commission of the offence (see Explanation 2 to s 107 (at [110] above)); and (b) the accused had knowledge of the circumstances of the offence (see Daw Aye Aye Mu v PP [1998] 1 SLR(R) 175 at [41] and Pritam Singh s/o Gurmukh Singh v Public Prosecutor [2003] SGHC 160 at [33]). Nelsonian knowledge or wilful blindness may also suffice for the purposes of establishing abetment liability (see Bala Murugan a/l Krishnan v PP [2002] 2 SLR(R) 420 at [31]). In Chiaw Wai Oon v PP [1997] 2 SLR(R) 233, Yong CJ explained the difference between Nelsonian knowledge and lower standards of imputed knowledge in the following manner (at [45]):

[M]erely being put on inquiry or a mere suspicion is not to be equated automatically with knowledge. However, where the facts obviously point to one result, and the accused must have appreciated it but shuts his eyes to the truth, then together with the other evidence adduced, this can form a very compelling part of the evidence to infer the requisite guilty knowledge.

25 Thus, in order to establish that the accused abetted Tang by intentionally aiding him in the false trading charge, the prosecution had to prove:-

(a) the accused did something which facilitated the commission of Tang’s offence; and

(b) the accused had knowledge of the circumstances of Tang’s offence.

26 Nelsonian knowledge or wilful blindness could also be sufficient to establish liability.

27 For the deception charges, the prosecution had to prove that the accused:- ¹¹

(a) engaged in a practice in relation to the six trading accounts; and

(b) this operated as a deception on OSPL.

28 I set out below the reasons for finding that the accused was guilty of all the offences.

29 In the course of investigations, CAO Saravanan Gunaseelan (PW1) (“IO Sadu”), who was then an investigator with the Monetary Authority of Singapore (“MAS”), recorded two statements from the accused on 10 November 2017 (Exhibit P1) and 16 May 2018 (Exhibit P2). These were admitted by consent. The defence did not challenge the voluntariness of either statement or the content of Exhibit P1. However, it challenged the content of Exhibit P2 which incriminated the accused.

30 IO Sadu administered the following warning (“the warning”) on the accused before Exhibit P2 was recorded:-

31 The accused confirmed that the warning was administered to him and signed below the warning. The accused then proceeded to make certain inculpatory statements which included the following:- ¹²

(a) For Ang and Chow’s accounts, Wilson passed him cheques of $250,000 for each account.

(b) He informed Sia before the account opening that Tang was a guru in trading and that Tang will trade for him. Sia did not give instructions to him for his trades. Instructions would usually come from Tang.

(c) For Sia’s broker-assisted trades, he received instructions from Tang. Tang would usually call him or text him to place trades in Sia’s account.

(d) After Sia got his hardware token for online trades, Sia passed it to him and he handed it to Tang. After this, Tang placed orders online.

(e) Initially Sia paid for his trades. Eventually, Tang started paying for Sia’s trades. Both Tang and Sia paid for Sia’s trades by passing cash through him. He would pass the cash to the cashier’s counter at OSPL.

(f) All the trades in Sia’s account were placed by Tang.

(g) All broker-assisted and online trades for Ang, Chow and Lim’s accounts came from Tang. Tang was essentially controlling the accounts for Ang, Chow, Lim and Sia.

(h) It was his oversight that he obtained verbal authorisation instead of written ones. He was remorseful knowing now that there is a price to pay out of convenience. He hoped that the authority could help him in whatever way possible.

32 After his statement (Exhibit P2) was recorded, the accused stated that he made the statement voluntarily, it had been read over to him in English, and he had been offered the opportunity to make amendments to his statement. The accused did in fact make certain additions to his statement in his handwriting. He confirmed that his statement was true and correct, and signed below this declaration (“the affirmation”). He also signed every page of the statement.

33 As submitted by the prosecution, ¹³ IO Sadu had complied with the procedural safeguards by administering the warning and as the accused had affirmed the truth of his statement. Notwithstanding this, the accused challenged the content of Exhibit P2. He alleged that before Exhibit P2 was recorded, IO Sadu told him that the target was Tang. He should point the finger at Tang to assist in investigations as they had all the trading records. ¹⁴ IO Sadu also suggested certain words or content to him. His intention when he incriminated himself was merely to assist IO Sadu to close his investigations. ¹⁵ The accused also claimed that what he told IO Sadu was based on his understanding and conclusions he reached at the time the statement was recorded. ¹⁶ IO Sadu denied that he had recorded the statement improperly or that he uttered or did the things which the accused alleged.

34 The accused conceded that there was nothing improper in the way the statement was recorded. ¹⁷ His explanation as to why he incriminated himself in the statement was not convincing. It was made clear to him from the start i.e. in the warning which he signed, that IO Sadu’s interest was to record the facts of the case which occurred between 2014 and 2015 and that he was bound to state truly the facts and circumstances of the case. The accused’s claim that he invented the content of his statement to please IO Sadu was thus quite ridiculous.

35 The accused must have known that his admissions in Exhibit P2 were against his own interests and would prejudice him. He was given the opportunity to read the statement and make amendments, but chose not to amend or delete the parts which incriminating him. Instead, he confirmed that the content he provided was true and correct and signed the statement.

36 By contrast, in his first statement (Exhibit P1), the accused had been administered a similar warning. He similarly confirmed that the content was true, but only after making amendments as he saw fit. He amended or added to the statement by hand to reflect precisely what he wanted to say. He also qualified his answers by amending the statement by hand to state “as far as I recall” or words to that effect in at least five places.

37 Similarly, for his second statement (Exhibit P2), if the facts and the incriminating material therein were incorrect or untrue, the accused was at liberty to make amendments or qualifications as he saw fit. He did not allege that IO Sadu prevented him from doing so. He could have deleted the inculpatory content, but chose not to. He also did not qualify his statement to indicate that his narrative was based on the facts or knowledge he subsequently discovered as he claimed in evidence.

38 The accused testified that he gave his statement (which contained false facts) as “The authority was asking me, I’m trying to co-operate..” ¹⁸ His claim made no sense. The accused had a degree in banking and finance from the University of London. He had worked in OSPL from 2004. He was managing a team of 10 dealers as well as his own clients. It was inconceivable that, as a person of high education and standing in a financial institution, he could even think that providing the authorities with what he claimed to be untrue facts amounted to co-operation.

39 When the accused was asked at the end of the statement (Exhibit P2) if he had anything else to add, he even had the presence of mind to attempt to explain or limit the damage caused by his own admissions. He added in his own handwriting :- ¹⁹

Yes. Throughout this it was my oversight that I only obtained verbal authorisation instead of written. I feel remorseful knowing now that there is a price to pay out of convenience and I hope the authority can help me in whatever ways possible.

40 Thus, he knew that his admissions could have adverse consequences to him and open him to liability, but stood by its contents and signed Exhibit P2. In my assessment, the accused’s baseless allegations against IO Sadu were blatant lies. IO Sadu had nothing to gain by obtaining a false statement from the accused, and there would be no reason for him to encourage the accused to make a false statement.

41 Overall, I was satisfied that the content of Exhibit P2 was given by the accused without any influence from IO Sadu, and that the words therein belonged to the accused alone. The weight to be attributed to Exhibit P2 would have to be evaluated in the light of all the evidence which was before the court.

42 The issue of whether the accused assisted Tang to place broker-assisted trades in the six accounts was relevant to all the charges. In this respect, the six account holders did not provide the written authority required by OSPL authorising Tang to give instructions for trades in their accounts.

43 The prosecution’s case was that the accused assisted Tang by executing his instructions for broker-assisted trades in all the six accounts. In doing so, he failed to obtain prior verification from the respective account holders.

44 The accused did not categorically deny taking instructions from Tang. However, the defence position was that the prosecution failed to prove that Tang directly gave the accused instructions to place trades in the six accounts. The defence submitted that for Ang, Chow and Lim’s accounts, neither Tang nor the account holders could remember if Tang had instructed the accused to execute trades during the charge period. For Sia’s account, Tang could not remember if he had instructed the accused to place trades. ²⁰ Alternatively, if Tang gave such instructions, the accused only placed the trades after he had obtained prior approval from the account holders.

45 Having considered the totality of the evidence, I had no doubt that the accused assisted Tang to place broker-assisted trades for the six impugned accounts and in so doing, he failed to obtain prior confirmation from the account holders. The reasons for this are set out below.

46 To carry out the illegal scheme, Tang needed multiple accounts to trade in KTL shares since he traded on a contra basis. In this respect, he approached his friends Ang, Chow and Lim to allow him to use their existing OSPL accounts or open new trading accounts. All three of them relinquished their accounts to Tang to do as he pleased. He used their accounts to conduct online trades, which constituted the majority of the trades. Tang testified that occasionally, he asked the accused to perform broker-assisted trades by calling him. When the accused was not around, his colleagues took the calls. ²¹ His friends were not involved in the calls, and “[g]enerally, it was me who called.” ²²

47 As for Sia’s trading account, Tang’s evidence was that he required more accounts to roll over his trades as he had used up the trading limits in the accounts of Ang, Chow and Lim. The defence submitted that this was not possible. Lim’s trading limit could not have been used up as it had just been opened. It was also not possible to roll over the trades in Ang and Chow’s accounts by using Sia’s account as they had higher trading limits than Sia. However, while Tang’s reason that the trading limits in the other accounts had been used up may have been incorrect, it was clear that to execute his contra strategy and roll over KTL shares, Tang needed many accounts. He would have needed Sia’s account for this purpose.

48 While there was a dispute as to how Sia’s account came to be opened, he also relinquished his account, which ended up among the accounts Tang used to trade in KTL shares. It should be noted that Tang pleaded guilty to a charge where he admitted to placing unauthorised trades in SKT (DAC-905637-2021). He also admitted to using the other five accounts for unauthorised trading when he pleaded guilty or when they were taken into consideration for the purposes of sentencing.

49 While Tang was forgetful on several issues, he testified that the facts stated in his SOF (Exhibit P14) were accurate. ²³ The facts in relation to the use of the impugned accounts were as follows:-

15. From 4 November 2014 to 8 September 2015 (the “Relevant Period”), pursuant to the said conspiracy, Tang placed orders and traded in KTL Global shares in the Accounts by:

a. Logging into these Accounts online, using the login and password information for the Accounts, and placing the orders online; and/or

b Giving trading instructions to the trading representative for the account (including Tan CY).

16. Tang obtained the login and password information for the Accounts belonging to Ang Mui Koon, Chow Yuet Heng, Lim Eng Sheng and Sia Khai Teck either directly or indirectly from them.

17. Tang was the director of Infinity. He was authorised to trade using Infinity’s trading account (no. 28-xxxx771).

18. Tang was responsible for all of the orders and trades in KTL Global Shares in the Accounts during the Relevant Period.

50 This reinforced his evidence that he called the accused to perform broker-assisted trades. He was the one who controlled all the trading in KTL shares. There was no need for him to ask anyone else to place trades with the accused, especially since the accused was amenable to complying with his instructions. His evidence was also substantiated by the evidence of the account holders:-

(a) Ang testified that after she passed her accounts to Tang, she had no information or visibility about the trades in her account. To the best of her knowledge and belief, Tang gave the instructions for the broker-assisted trades. ²⁴

(b) Chow testified that she allowed Tang to use both CYH1 and CYH2 to trade in shares. Tang placed the trades in KTL shares and she did not do so herself. To the best of her knowledge Tang placed the broker-assisted trades for KTL shares. ²⁵

(c) Lim stated that he never carried out any of the trades in LES himself or gave instructions to the accused to do so. ²⁶

(d) Sia testified that he did not give any instructions or ask the accused to execute any trades in his account. He was not informed of any trades and believed it was the accused who executed the trades. ²⁷

51 The evidence of the account holders was plausible and lent credibility to Tang’s claim that he instructed the accused to perform broker-assisted trades. Having relinquished their accounts, it was highly probable that Ang, Chow and Lim let Tang do as he pleased. They had no real interest in the specific trades that were performed, and their main concern was that Tang should pay for any losses. Even though they may have received trade notifications, this would not have been of interest to them. Moreover, Ang and Chow did not know much about share trading. In Sia’s case, as he had relinquished his account, it was also unlikely that he would have taken an interest in what was occurring. None of the account holders placed any trades themselves and the most likely person to have placed the broker-assisted trades would have been Tang. Apart from Tang, there was no one else who could have done so.

52 The fact that Tang instructed the accused on all the broker-assisted trades for KTL shares was corroborated by the accused himself in his statements to MAS, Exhibits P1 and P2.

53 In his statement (Exhibit P1), the accused admitted that all the broker-assisted trades for the accounts of Ang, Chow and Lim would have come from Tang. He stated:- ²⁸

54 In his second statement (Exhibit P2), when asked if he had anything to add, the accused admitted that the instructions for all broker-assisted trades for Ang, Chow and Lim’s accounts came from Tang, as did the online trades. He stated as follows:- ²⁹

I would just like to confirm that all broker assisted trades for Ang, Chow, Lim’s accounts, the instructions for both broker assisted and online trades came from Steven Tang. Tang was essentially controlling the accounts for Ang, Chow, Lim, and Sia.

55 Based on this, the accused also knew that Tang controlled all the impugned accounts.

56 With respect to Sia’s trading account, based on Exhibit P2, the plan all along was for Tang to execute the trades. The accused stated, “…I had informed Sia before the account opening that Steven [Tang] was a guru in trading and that Steven will trade for him”. In this respect, the fact that the accused had sent Tang a file containing Sia’s contact details ³⁰ was not a relevant consideration, since there was nothing to show that Tang used the contact details to contact Sia.

57 More importantly the accused admitted that Tang gave instructions for Sia’s broker-assisted trades. He stated “…for Sia’s broker-assisted trades, I received instructions from Steven [Tang]. Steven would usually call or text me to place trades in Sia’s account.” ³¹ This coheres with the evidence adduced that Tang gave trading instructions to the accused and that Sia did not do so.

58 I accepted the defence submission that Tang’s claim that he instructed the accused for the broker-assisted trades was somewhat diluted by cross-examination. However, this was not sufficient to cast reasonable doubt on the prosecution’s case. As outlined above, there was ample and cogent evidence including the accused’s statements, which established beyond a reasonable doubt that Tang instructed the accused to place broker-assisted trades in all the impugned accounts, and that the accused aided him to do so.

59 Lastly, there were also broker-assisted trades for KTL shares on three trading days, where the brokers were Tan Wei Ming Thomas and Gan Chin Coon Crystal. This was not significant since they were members of the accused’s team who would have assisted in the accused’s absence. The basis on which they took instructions was not known as they were not called as witnesses.

60 By way of background, for contra trading, after the share purchase transaction date (“T”), payment for shares had to be made within three days, which was referred to as “T+3”. However, OSPL’s general practice was to allow an additional two days from the due date (“D”) for payment, the final date allowed being referred to as “D+2”. If payment were still not forthcoming, OSPL would “force sell” the shares without the need to obtain the account holder’s instructions. This would be done by the day after D+2, which was referred to as “D+3”. In a forced selling situation, the account holder would not have a say in the price the shares would be sold at.

61 To discredit the prosecution’s case, the defence attempted to establish that the accused could not have assisted Tang to conduct trades in LES on 20 January 2015. On that day, a total of 200,000 KTL shares were sold from LES, which the defence claimed was a forced sale. All these shares were purchased by AMK1. ³² The accused placed all the orders in both accounts.

62 The defence asserted that this was a forced sale of KTL shares as no payment was made by D+2. The accused was the one who conducted the forced selling, and there was no need for him to obtain prior consent from the account holder to sell the shares. The accused testified that this transaction caught his attention at an earlier tranche of trial dates. He calculated backwards and concluded that it was a forced sale. ³³ However, this was a bare allegation and a mere assumption on his part. It was not based on what the accused could remember. Evidence, such as trading records or OSPL’s instructions for him to force sell the shares, was not adduced to support the accused’s claim.

63 The sale of shares held in LES on D+2 or D+3, did not mean that they must have been forced sold. It was also consistent with Tang “rolling over” KTL shares which had been purchased on a contra basis, and instructing the accused to place the trades. The rolling over would prevent a forced sale at a price Tang could not control. As he testified, different accounts were needed to execute his strategy of rolling over KTL shares.

64 The prosecution demonstrated that the shares were in fact cross-trades between LES and AMK1. After sell orders were placed by LES, they were matched by corresponding buy orders placed by AMK1 and transacted almost immediately and vice versa. Tang controlled both these accounts, and the accused knew this. The prosecution’s table relating to the cross-orders is reproduced below:- ³⁴

65 It was possible that the sale of KTL shares from LES could have been the result of a forced sale. However, the more likely scenario was that in execution of his contra trading strategy, Tang was rolling over the KTL shares by using AMK1 to purchase the same shares, and that the accused had acted on Tang’s instructions. Their WhatsApp messages between 4.42 p.m. and 4.44 p.m. that afternoon bolsters this conclusion. Tang stated, “ I thought I told u to execute the orders early morning.” The accused replied, “Yup executed already lor” and “latest order at 0904”. ³⁵ On a plain reading, this conversation related to the cross-trades listed above.

66 By selling the shares in LES, Tang did not have to pay for them. By purchasing the same shares through AMK1, Tang benefitted as he had another five days until D+2 to make payment for the shares. This was a manifestation of his strategy of using different trading accounts to roll over KTL shares when he conducted false trading. By assisting Tang to place broker-assisted trades in accounts he knew Tang controlled, the accused must have known of Tang’s intention when he aided Tang to execute trades for shares held in LES and AMK1.

67 For LES, there was what defence counsel described as a broker-assisted trade of 2.1 million shares at the price of $0.158 on 12 March 2015. ³⁶ The accused’s evidence was that this was a married transaction. Tang called him and said his friend wanted to sell KTL shares at $0.158. Thereafter he called Lim on the office recorded line to seek his confirmation since this was a big transaction. Once Lim gave his confirmation, he liaised with the counterparty DBS to execute the order. It was thus a married deal. ³⁷

68 The accused’s claim that he called Lim on OSPL’s recorded line was a mere assertion which was not corroborated. Lim did not support his claim. The defence did not tender the recording of the alleged telephone call between the accused and Lim. It was also unlikely that this was a married deal or married trade, based on the accused’s own definition. He described a married deal or trade as follows:- ³⁸

A married trade is a predetermined transaction, either arranged by the buyer’s broker---between the buyer’s broker and the seller’s broker, or a private arrangement between a buyer and a seller that is actually executed off exchange or off market.

69 In the same vein, the evidence of Lim Seng (PW6), the Head of the Equities Business Management and Agency Business in OSPL was to the effect that a married trade is a trade that did not go through the market. His evidence was as follows:- ³⁹

… let’s say the buyer and the seller would have told him that they have the genuine intent to buy and sell, knowing that you could have broker a---actually a---a---a deal to do a married trades between the two customer instead of going through the market …

70 Since the trade on 12 March 2015 was broker-executed through the stock exchange and not off-market, it was unlikely that this was a married deal. The accused’s account of what transpired on 12 March 2015 was unlikely to be true.

71 The defence contended that certain messages showed that Ang and Chow were acting as post-boxes or mouthpieces between Tang and the accused. ⁴⁰ For example, they would forward messages sent by the accused to Tang (or vice versa) and ask Tang how he wanted them to reply. When Tang told them what to say, they would reply accordingly to the accused.

72 In Ang’s case, the messages relied on by the defence were dated 4 October 2012, 21 June 2013 and 30 September 2013. Ang admitted under cross-examination that this mouthpiece arrangement continued throughout her relationship with OSPL. ⁴¹ In Chow’s case, the messages relied on by the defence were dated 28 August 2013, 9 October 2013 and 26 May 2017. Chow also agreed under cross-examination that she was Tang’s mouthpiece as long as the accounts were open. ⁴²

73 Even if this mouthpiece arrangement continued until the closure of the accounts, this did not mean that Ang and Chow were in fact used as mouthpieces by Tang during the charge period. The messages relied on by the defence were few and far between, and presented no discernible pattern from which any conclusions could be drawn.

74 The messages either pre-dated or post-dated the charge period. There was no evidence to show that Ang and Chow functioned as post-boxes or mouthpieces to convey Tang’s trading orders to the accused during the charge period, or for any matters relating to their trading accounts. The messages relied on did not serve to cast doubt on the preponderance of evidence which clearly established that Tang issued instructions to the accused for broker-assisted trades and that the accused complied. As the accused knew that Tang essentially controlled the accounts of Ang and Chow, this would run contrary to the post-box or mouthpiece allegation by the defence.

75 The accused’s wife Tan Chwee San Cecilia (“Cecilia”) (DW2) testified that on 8th of June 2015, she went for dinner with Ang, Tang and the accused. When they were chit-chatting, Tang asked why the accused was so difficult and naggy, and why the accused kept asking him whether Ang was his proxy. The accused then asked Ang if Tang was her proxy. Ang replied that these were her accounts, and had nothing to do with Steven Tang. ⁴³ I was not inclined to place any weight on this social chatter which was of little probative value. At the most, Cecilia’s evidence was based on hearsay and was not evidence of the truth. This did not displace the accused’s understanding that Tang controlled Ang’s account.

76 If the accused had obtained prior confirmation from the account holders before executing Tang’s instructions for broker-assisted trades, this would be tantamount to taking instructions from the account holders themselves as they would have authorised the trades. There would then be no need for letters of authorisation from the account holders. I rejected the accused’s assertion that he had obtained prior confirmation from the account holders for all the trades.

77 The accused claimed that if Tang gave instructions for broker-assisted trades, he always confirmed his instructions with the account holders before placing the trades (“prior confirmation”). This would close the loop to ensure that these were authorised orders. ⁴⁴ His evidence was in effect that if an unauthorised third-party with no written authorisation gave instructions, the trading representative should not take instructions unless there was a call back to close the loop. He always called the account holders before placing the orders in the market. The accused stated, “So all my orders are authorised orders and trades”. ⁴⁵ In Sia’s case, the accused testified that when Sia informed him that Tang could start passing orders on his behalf, he told Sia that he “… cannot just take. I will need to call you back. Every order that comes in from other than yourself, I will need to call back to confirm.” ⁴⁶

78 However, the accused’s claim that he would invariably seek prior confirmation was not as principled as he made it out to be. When cross-examined, his evidence showed that he was prepared to break the rules. He stated that based on market dynamics, it was possible that he would place the orders first, then confirm later. ⁴⁷ It was difficult to see how these could be regarded as authorised trades.

79 The accused’s contention that he obtained prior confirmation was not supported by any of the account holders. Ang, Chow and Lim did not recall the accused calling in relation to the broker-assisted trades, while Sia testified that the accused did not inform him that he had placed orders in his account. ⁴⁸

80 The accused’s statements to MAS (Exhibits P1 and P2) contradicted his claim that he always obtained prior confirmation before placing the trades instructed by Tang:-

(a) In respect of Ang’s account, the accused stated, “…[I]f ever, Steven [Tang] will give instructions to her [Ang’s] account, then I will send a trade confirmation to her…”. ⁴⁹ Based on this, he would execute the trade first and only send her a trade confirmation later. In this respect, a trade confirmation would be available only after the trade had been completed.

(b) For Chow’s account, the accused stated that there was no need to convey trade confirmations and/or trade reporting back to her as all the trades were done online. ⁵⁰ Similarly, for Lim’s account, the accused stated that he did not convey trade confirmations and/or trade reporting as all his trades were done online. ⁵¹ The accused thus never sought prior confirmation from them. As it was objectively shown that the accused had executed broker-assisted trades in both Chow and Lim’s accounts, it would follow that he failed to obtain prior confirmation from them before executing the trades instructed by Tang.

(c) For Sia’s account, he stated that he did not convey trade confirmations and/or trade reporting to Sia. ⁵² He thus did not obtain prior confirmation for the broker-assisted trades instructed by Tang.

81 Further, the orders and trades data showed that the accused could not have obtained prior confirmation for several trades.

82 As pointed out by the prosecution, ⁵³ on 3 September 2015, Tang sent a WhatsApp message to the accused (Exhibit D9) to place a sell order in Chow’s account at 9.56.51. ⁵⁴ The trading records showed that the accused keyed in the order at 9.57.19 in CYH2. ⁵⁵ The order was thus placed about 30 seconds after the WhatsApp message.

83 Similarly, at 14.38.19 that day, Tang sent another WhatsApp message to the accused to place another sell order in Chow’s account. This order was placed at 14.39.00 in CYH2. The order was thus placed about 40 seconds after Tang’s WhatsApp message.

84 It was highly unlikely that the accused could have contacted Chow to seek her authorization in the short 30 to 40 second period for these two trades. Instead, it was highly probable that the accused acted on Tang’s instructions and keyed in the trades immediately. The accused had thus placed trades which were unauthorised as he failed to seek prior confirmation.

85 On 21 January 2015 at 1657 hours, Tang sent a WhatsApp message to the accused and instructed him, “If no one is closing, pls get lim to close 100 shares at 0.16”. ⁵⁶ The accused replied “OK”. The trade was executed at 5.03 p.m.. This was clearly an instruction for the accused to place an order for 100 shares in Lim’s account. It was not as the accused claimed, a request by Tang to call Lim. There would be no reason for Tang to make such a request, since Lim had already relinquished his account to him. There was also no evidence to suggest that the accused contacted or tried to contact Lim to secure his confirmation of the trade.

86 To excuse his omission to obtain prior confirmation, the accused claimed that this could be a situation where he could have called Lim to obtain confirmation, but could not get him. This was a situation where he would execute first and confirm later. ⁵⁷ However, he failed to explain what was so urgent about the market situation that he needed to place a trade without Lim’s prior authorisation. There was nothing to indicate any urgency. The order was only for 100 KTL shares, which at sixteen cents would have a total value of only $160. The accused’s evidence was simply unbelievable.

87 In his statement to the MAS (Exhibit P2), the accused expressed remorse for his failure to obtain written authorisation from the account holders. Tellingly, he failed to state that he had obtained prior confirmation from them before executing Tang’s instructions. If, as he testified, he always obtained prior confirmation, he could have easily asserted this in his statement. This was a complete defence and would have an exculpatory effect on his case. There would have been no need for him to express remorse or hope for help from the authorities.

88 The Case for the Defence (Amendment No 2) (Exhibit P24) also failed to aver that the accused had obtained prior confirmation from the account holders, although this would constitute a defence. This undermined the accused’s claim that he always sought prior confirmation from the account holders before placing the trades. His claim that he did so was untruthful, and was no more than an afterthought.

89 The particulars of the false trading charge indicate that one of the ways the accused facilitated Tang’s offence was by providing SKT to Tang to trade in KTL shares. In this respect, the prosecution submitted that the accused provided Tang with the means to access and place online orders in SKT by passing Sia’s hardware online trading token (“the token”) to Tang. ⁵⁸

90 Tang’s testimony was that SKT was “given to me for usage”, meaning that the account was to be used for trading in KTL shares. He thought that the accused “gave the account to me”. ⁵⁹ Tang needed the account to roll over the shares held in other accounts.

91 Initially, the one-time passwords (OTPs) for Sia’s online trades were to be sent by SMS to Sia’s handphone, but no online trades were done and all trades were broker-assisted. On or around 5 March 2015, Sia applied for and obtained a token, after which online trading started. According to Sia, he applied for the token as the accused asked him to do so. While Sia may have thought that he applied for the token around the time his account was opened, nothing turns on this, as no online trades were conducted until after the token was issued.

92 Sia testified that when he obtained his token from OSPL, he passed it to the accused. ⁶⁰ He thought that the accused would use it to trade online for him. I agreed with the defence that Sia’s claim that the accused needed his token for online trades was illogical and wrong, since the accused could execute broker-assisted trades in SKT without the need for a token. Nonetheless, I accepted Sia’s evidence that he passed his token to the accused. This was consistent with the other evidence before the court.

93 Tang’s evidence was that he received Sia’s token from the accused. The accused also passed him Sia’s account ID and password. ⁶¹ The accused was thus the link between Sia and Tang. Both Sia and Tang testified that they did not know each other. Further, in Exhibit P2, the accused admitted that Sia handed him the token which he then passed to Tang.

94 The accused stated in Exhibit P2:-

Question 176 If online, how did Sia usually give instructions for his trades?

Answer Steven [Tang] would have been the one who gave instructions for his trades.

Question 177 Who held the token for Sia’s online trades?

Answer Sia did not have any token for his account. As can be seen from the account opening forms, Sia used the SMS authentication, not the hardware token. I have just called OSPL customer service and confirmed that Sia eventually changed to the hardware token on 5 March 2015. I now recall that Sia passed me this hardware token to me to pass to Steven. I passed the hardware token to Steven. I recall that after this, Steven placed orders via online account.

95 Thus, the accused unequivocally admitted that he passed Sia’s token to Tang, and that Tang placed online trades thereafter.

96 In disputing the content of the statement, the accused claimed that he did not even know that there was a token. However, as IO Sadu told him that Sia stated that he passed the token to him, and Tang said he got it from him, he was just helping IO Sadu. It sounded logical after he called OSPL that Sia had passed him the token and that he passed it to Tang. ⁶²

97 The accused’s account of how the statement was recorded was not persuasive. In this respect, my previous findings in relation to the recording of the statement apply. From the content of the statement and his train of thought, it appeared that after the accused called OSPL, he was reminded that Sia had a token. This jogged his memory and he could then remember that he acted as the go-between and handed the token to Tang.

98 The accused admitted in cross-examination that it was not proper for a trading representative to take a hardware token from a client. ⁶³ It would be totally illogical for him to implicate himself in a serious matter and admit to handing the token to Tang if these facts were untrue, since this was improper and could have adverse consequences to him. He was given the chance by IO Sadu to amend his statement but he affirmed his inculpatory statement.

99 In my assessment, the accused’s admission in Exhibit P2 that he obtained the token from Sia and that he passed it to Tang was credible and most likely true. It was consistent with the accounts of Sia and Tang in relation to the token.

100 The defence sought to impeach Sia’s credibility as his evidence that the accused performed all trades for him was contradicted by his statement to the MAS dated 21 March 2018 (Exhibit D17) where he stated that all trades were performed on his instructions. ⁶⁴ While there were issues relating to his credibility and evidence, I did not accept that zero weight should be ascribed to his evidence as submitted by the defence.

101 The totality of Sia’s evidence that he handed the hardware token to the accused, taken with the accused’s admission that he obtained the token from Sia and gave it to Tang, and Tang’s evidence that he received the token from the accused, presented a clear and complete picture of what transpired. The only reasonable conclusion was that the accused obtained the token from Sia and handed it to Tang.

102 Pertinently, the online trades in SKT only started around March 2015 after the token was issued. This accords with the prosecution’s case theory and the accused’s admission that the accused handed Sia’s hardware token to Tang who then used it to conduct online trades. The accused thus assisted Tang in the manner stated in the first charge.

103 The defence contended that it was implausible that the accused passed Sia’s token to Tang in March 2015 since he took steps to reduce Sia’s internet trading limit to zero in May 2015 after Tang paid for the losses in Sia’s account in cash.

104 To support its case, the defence tendered a screenshot of OSPL’s trading system for Sia’s account (Exhibit D11). This was taken on Friday 17 May 2018, long after the charge period. This purportedly showed that Sia’s account was suspended. Exhibit D11 was not a contemporaneous document, and did not even show the date on which the purported suspension commenced. No weight could be attached to it. Even if Sia’s trading account had been suspended in May 2015, there was no supporting evidence to show why it was suspended, that the accused suspended it or took steps to do so. The accused could have easily called a witness from OSPL to support his claim but did not do so.

105 The prosecution submitted that the third way the accused facilitated the false trading offence was to assist Tang with various ad-hoc requests. ⁶⁵ This was not one of the particulars of the false trading charge.

106 The prosecution contended that as the accused assisted Tang with certain administrative acts relating to the accounts, he knew of the circumstances of the offence. These included assisting Tang to secure bigger trading limits and to help reinstate the accounts when some of them were suspended. ⁶⁶ While I accepted that the accused did not agree with all of Tang’s requests, it was striking that he even considered Tang’s requests in the first place when he did not have the valid authority of the account holders.

107 The accused provided Tang with detailed information about the accounts, including outstanding balances and available trading limits. As an example, on 17 March 2015, the accused told Tang, “Yesterday R [Chow] sales were not amended to margin. I can only get them to do today 134100 sales. She may have a small margin call. Update u tomorrow again.” ⁶⁷ The accused even informed Tang of the amount outstanding for Sia’s account SKT, ⁶⁸ who by his evidence, he had just introduced to Tang. There was no evidence to show that the accused had any valid authority from the account holders to provide such information to Tang or that he had communicated directly with the account holders on these issues during the charge period.

108 In relation to Lim’s account, the accused even assisted Tang to side-step OSPL’s workflow. He tried to implement his own manual workflow in relation to payments to Lim’s account. When his workflow was not followed, he sent Tang a WhatsApp message stating, “CCB they overlooked my manual workflow and EPS out Mr Lim $1636.31”. ⁶⁹ “EPS” would refer to electronic payment for shares.

109 If Lim was the beneficial owner of the shares, it would be proper to follow OSPL’s institutionalised workflow, so that the funds would be credited into Lim’s account with proper accountability. There would be no need for the accused to sidestep OSPL’s processes and create his own manual workflow. There was no evidence to show that Lim authorised the accused to do this. This showed that the accused knew what Tang was up to and assisted Tang in his endeavours.

110 The prosecution’s case was that the accused was in effect a co-conspirator and that he participated in the “Wilson Plan” or “Wilson’s plan”, which was devised by Wilson. He stood to gain financially via a share placement. ⁷⁰ According to Tang, it was intended that five million placement shares were to be split between the accused, Janus, Eugen and him. Tang would be allotted two million shares, while the accused and the other two would get one million shares each. ⁷¹

111 The only evidence of this was Tang’s uncorroborated evidence. Material witnesses such as Wilson, Janus and Eugen were not called to testify. Although Tang claimed that the accused received a reward, he was unable or unwilling to say that the accused knew of the plan. His evidence relating to how the reward was provided was also inconsistent, in particular, whether the accused received a placement of one million KTL shares, a cash advance, or the proceeds of sale from KTL shares which had been placed. Further, no evidence was adduced as to the source of funds from which Tang made the alleged cash payment. Ultimately, I was not prepared to find that the accused was part of the Wilson plan based on Tang’s uncorroborated testimony alone.

112 It was however not imperative for the prosecution to prove that the accused was part of Wilson’s plan. It would be sufficient for the prosecution to show that he facilitated the commission of the offence and had knowledge and circumstances of the offence.

113 The accused knew that Wilson wanted to increase the price of KTL shares and he even introduced Wilson to WeR1. He also knew that Wilson funded the accounts of Ang and Chow, which Tang controlled and used for his illegal trading.

114 On or around 6 November 2014, Wilson passed the accused two cashier’s orders (Exhibit P2B) which were deposited into the accounts of Ang and Chow. Based on the handwritten indication on Exhibit P2B, cashier’s order number xxx051 was deposited into AMK2. Cashier’s order number xxx052 was deposited into CYH2. Tang testified that the two cashier’s orders amounting to half a million dollars were provided by Wilson to pay for the purchase of KTL shares. ⁷²

115 In relation to the cashier’s orders, the accused stated in Exhibit P2:-

Question 186  What was the purpose of these cheques?

Answer These were cheques for the purpose of putting into their account for their trades. Wilson, CEO of KTL, passed me this cheques. I passed these cheques to the counter, for the amounts of $250,000 to be placed into each of their accounts. I do not know the purpose of Wilson funding their accounts.

Question 187 Are you aware of anyone else funding the accounts of Ang and Chow?

Answer  No, but I suspect Steven may have been funding these accounts.

116 As an experienced trading representative, the accused knew that it would be wrong for a third party to fund someone’s account. While the identity of the applicant was not apparent on the face of the cashier’s orders, the accused stated affirmatively that Wilson funded the accounts of Ang and Chow. The accused thus knew that Wilson provided the funds for both accounts. There would have been no reason for the accused to incriminate himself and misrepresent his state of knowledge if this were not true. He knew that this was a serious matter and testified that if he knew that “Wilson is funding, I will definitely not allow this and I will close the account.” ⁷³ However, he failed to close their accounts even though he knew that Wilson was funding them. While he tried to exculpate himself in Exhibit P2 by saying that he did not know why Wilson was funding the accounts, it would have been obvious that Wilson’s funds were to be used for share trading in Ang and Chow’s accounts, which he knew Tang controlled.

117 The accused’s claim that he checked with Ang and Chow to ascertain if the money belonged to them was not corroborated as both Ang and Chow could not recall him doing so. His claim was dubious and convenient. Since he knew that Wilson had funded their accounts, there would have been no reason for him to check with Ang and Chow, since he knew that the money did not come from them. He failed to mention the crucial issue that he made the requisite checks with Ang and Chow in Exhibit P2, even though this could have an exculpatory effect. His claim in court was a mere afterthought.

118 As the accused knew that Wilson funded the accounts of Ang and Chow, which were then used for online and unauthorised broker-assisted trades emanating from Tang which he executed, he would have known that Ang and Chow could not have been the beneficial owners of the shares purchased through the accounts. Thus, when Tang gave orders for broker-assisted trades and conducted online trades, this could not have been on behalf of Ang and Chow.

119 The accused knew that Tang essentially controlled all the impugned accounts and was trading heavily in KTL shares. He took instructions from Tang to conduct all the broker-assisted trades without obtaining prior confirmation from the account holders. He assisted Tang to roll over his trades from LES to AMK1. He also knew that Wilson funded the accounts of Ang and Chow which Tang used to trade. He handed Sia’s online trading account and Sia’s hardware token to Tang, despite knowing that this was wrong. He knew that Tang used all the accounts to conduct online trades. He assisted Tang in administrative tasks relating to the accounts, including assisting Tang to subvert OSPL’s payment processes. The accused thus knew the circumstances of Tang’s offences.

120 At the very least, he possessed Nelsonian knowledge or displayed wilful blindness towards Tang’s offences. The facts pointed obviously to the conclusion that Tang was using the impugned accounts to manipulate the price of KTL shares. The accused must have appreciated this but shut his eyes to the truth. Together with the other evidence adduced, the only possible conclusion was that the accused had the requisite guilty knowledge.

121 The defence asserted that the accused could not have assisted Tang as he had acted to disrupt rather than facilitate Tang’s offence. In my view his claims were untruthful and exaggerated.

122 His claim that he raised concerns with Woon Kok Yen, Head of Risk Management, OSPL and Willy Leong, Head of Compliance, OSPL were bare uncorroborated allegations. He failed to follow up on his name-dropping by calling them as witnesses to support his case. Even more extravagant was his attempt to claim credit for OSPL’s reduction of the price cap factor (“PCF”) of KTL shares. The reduction of the PCF affected the valuation of KTL shares when used for the purposes of margin trading, so that the amount of available funds would be reduced. The reduction of the PCF was a decision made by OSPL and there was not a shred of evidence to show that it was attributable to the accused.

123 While the accused may have initiated the closure of Chow’s account in August 2017, this was long after the charge period.

124 Having considered the totality of the evidence and the submissions of the parties, I found that the prosecution had discharged its burden of proving the false trading charge beyond a reasonable doubt. I thus found the accused guilty and convicted him as charged.

125 The account holders did not issue written authorisation for Tang to give instructions to the accused for broker-assisted trades, although this was a requirement of OSPL.

126 In his conditioned statement, Lim Seng stated at [15]:-

If OSPL had known that the account was operated by other person(s)/third-party without proper authorisation, OSPL would not permit the transactions to be carried out in the accounts. This is in accordance with SGX-ST Rule 12.4.1 - “Before accepting any orders from a third party, a Trading Member must obtain written authorisation from the customer empowering the third party to trade for the customer's account carried on the books of the Trading Member.

127 Thus, OSPL would not allow orders from a third party to be placed unless there was written authorisation from the account holder. A failure to do so would breach SGX rules. Lim Seng further clarified that OSPL would not accept verbal authorisation from the account holders. ⁷⁴ Hence, the verbal authorisation the accused claimed the account holders gave him would not constitute valid authorisation in any event.

128 The accused sought to excuse his conduct by claiming that he was not aware of the requirement to obtain written authorisation. His claim was totally implausible.

129 Apart from SGX-ST Rule 12.4.1, which Lim Seng referred to, OSPL’s Dealing Manual (Exhibits P44 and P45), which governed how trading representatives should conduct their business, sets out the requirement to obtain a letter of authorisation. Specifically, clause 1.3 states:-

1.3 Authorisation for Trading by Third Party

 1. Client can authorise the Third Party to trade on his behalf.

2. Client and Spouse or the appointed 3rd Party has to sign the “Letter of Authorisation”…

130 While Lim Seng stated that the requirement to get a letter of authorisation was covered in training for licensed trading representatives during the Orientation Programme as well as in the Dealing Manual, the accused claimed that he did not receive such training. He did not remember being told by anyone from OSPL that it was compulsory to get a written third-party authorisation during 2014 to 2015. ⁷⁵

131 The accused’s claim that he was not aware of the requirement to obtain written authorisation was unbelievable. He was a trading representative who had been employed by OSPL for ten years and had risen to become a team leader. Being so experienced, he must have known of the requirement for written authorisation set out in SGX’s rules and the Dealing Manual. His claim of ignorance flies in the face of logic and showed him up as an evasive witness.

132 OSPL held regular compliance training sessions which trading representatives had to attend. The attendance records showed that the accused attended the training session held on 17 November 2014 between 11.00 a.m. to 1.00 p.m. at OCBC Centre. He wrote his name and signed the attendance sheet where it was stated, “Course Title: Annual Regulatory Compliance Training”. ⁷⁶

133 Slide 45 of the training presentation contained clear and unequivocal “Do” and “Don’t” points. It clearly stated as a “Do”, “Do Obtain written authorisation from the customer before accepting any orders from a third party.” It also clearly stated as a “Do Not”, that trading representatives were not to “accept orders from a third party without the customer’s written authorisation.”

134 Although these rules are basic and clear, the accused disagreed that he would have been aware of them because he attended the training session in November 2014. His excuse was that for some of the courses, he may have signed off but did not really attend as he may have had to attend to customers’ needs. He could not be one hundred percent certain that he attended the course just because he signed off on the attendance sheet. ⁷⁷

135 While the accused conveniently claimed that he may not have attended the course, he did not deny doing so. In these circumstances, full weight should be placed on the course attendance sheet, since it documented his presence at the course. Even if the accused failed to attend the course despite signing the attendance sheet, in view of his position and experience, it was inconceivable that he did not know about the requirement to obtain written authorisation set out by SGX and OSPL. His claim of ignorance can only be a blatant lie.

136 The accused’s evidence indicated that he knew about the requirement for letters of authorisation but decided that there was no need for the account holders to issue written authorisation:- ⁷⁸

Q Now, you said that all three account holders verbally authorised you that to take instructions passed to you from Steven Tang on their behalf. Did you get any of them to sign a written third-party authorisation form?

A No, I didn’t, Your Honour.

Q Why didn’t you do that?

A Okay, the reason is because, in the first place, I do not know the frequency, I also do not know whether Steven Tang will actually pass orders on their behalf to me, I am not too sure at that point. And then I also have intention to confirm that for all the orders that Steven Tang pass to me, if ever there is any. So, to me, all these will be authorised orders and authorised trades, there is no need to sign authorisation. Anyway, and then---anyway they are very close, so I have constant communication with them. I don’t see any need, Your Honour.

137 It was telling that when asked by his counsel as to why he did not obtain letters of authorisation, he did not claim that he was unaware of the requirement. Instead, his explanation showed that he weighed up matters and decided that there was no need for the account holders to issue letters of authorisation for the various reasons he stated. Thus, when he claimed in court that he was unaware of the requirement for letters of authorisation, he was merely feigning his ignorance.

138 The accused assisted Tang to place broker-assisted trades when there was no written authorisation from the account holders. He also failed to obtain prior authorisation from the account holders before placing the trades.

139 By assisting Tang to operate and place orders in the six impugned accounts without proper authorisation, he engaged in a practice which was likely to operate as a deception on OSPL. OSPL had not been informed or consented to the use of the accounts as such. This was likely to deceive OSPL into believing that the trades in KTL shares in the six impugned accounts were made by the account holders themselves instead of Tang.

140 On the totality of the evidence, the prosecution had discharged its burden of proving all the deception charges beyond a reasonable doubt. The accused was thus found guilty and convicted on all six deception charges.

141 The false trading and deception charges are punishable under s 204(1) of the SFA, where the prescribed punishment is a fine not exceeding $250,000 or to imprisonment for a term not exceeding seven years or to both.

142 The dominant sentencing principle would be general deterrence. Those who work in the financial industry should be deterred from committing crimes relating to the creation of market distortions and unauthorised trading. There is also an interest in the protection of the public. ⁷⁹

143 The principle of parity would also be a relevant consideration. To reiterate, Tang was sentenced to four months’ imprisonment for the false trading charge, and to one month’s imprisonment for each of the deception charges, with his total sentence for these charges being six months’ imprisonment. Tang would have received a sentencing discount as he pleaded guilty. This was not a factor which was relevant to the accused, who displayed a total lack of remorse and claimed trial.

144 The prosecution submitted that for the false trading charge, sentence should be two to three months’ imprisonment. For the deception charges involving Ang, Chow and Lim’s accounts, sentence should be at least three weeks’ imprisonment for each charge. For the deception charge involving Sia’s account, the prosecution sought a sentence of one month’s imprisonment, to run consecutively with the sentence in the false trading charge. Sentence would therefore be three to four months’ imprisonment.

145 The defence sought a fine of $80,000 for the false trading charge, and fines of $20,000 for each of the deception charges, resulting in a global fine of $200,000.

146 In Lau Wan Heng v Public Prosecutor [2022] 3 SLR 1067 (“Lau Wan Heng”), See Kee Oon, J (as he then was) set out various applicable non-exhaustive culpability and harm factors to be applied for offences under s 197 of the SFA.

147 The offence-specific harm factors included:- ⁸⁰

148 As for the factors relevant in determining an offender’s culpability, See, J set out the following factors:- ⁸¹

 (a) degree of planning and premeditation;

(b) level of sophistication of the offence, or scheme (if any);

(c) frequency and duration of offending;

(d) the offender’s role;

(e) abuse of position or breach of duty of fidelity;

(f) whether there was any deception;

(g) extent of personal benefit;

(h) motivation for offending; and

(i) mental state of the offender.

149 In Soh Chee Wen v Public Prosecutor and another appeal [2026] 1 SLR 214, the Court of Appeal specifically endorsed the factors set out by See, J. ⁸²

150 As for the harm factors in the present case, there was no evidence of any financial loss, the involvement of any syndicate, a transnational element, damage to public confidence or harm to financial institutions.

151 In relation to the scale of market rigging, See, J stated at [44] in Lau Wan Heng:-

44 First, as observed by the Prosecution, the scale of market rigging may be assessed by reference to:

(a) the number of trading accounts used;

(b) the number of orders placed;

(c) the number of trades executed;

(d) the dollar value of the trades executed;

(e) the number of accountholders whose trading accounts were used to place the orders or trades;

(f) the number of brokerages whose accounts were used; and

(g) the period over which the scheme was carried out.

152 Tang used a total of 14 trading accounts belonging to four people and his company to conduct his offence during the charge period. The accounts were held by OSPL, CIMB and Philip Securities. However, there was no evidence to show that the accused was aware of the other accounts.

153 As for the extent of market distortion, the price of KTL shares rose from a low of $0.115 on 4 November 2014 to a high of $0.191 on 25 May 2015. ⁸³ There was thus a sharp increase in price over a period of about seven months. Further, as submitted by the prosecution, the trading volume increased by about ten times i.e. from about 96,859 shares to about one million shares per day, when Tang engaged in the false trading of KTL shares.

154 The defence averred that there was no market impact or distortion as the price of KTL shares did not exceed the target price of $0.20. As its shares did not exceed SGX’s MTP, this resulted in KTL being placed on the SGX watchlist. ⁸⁴ This argument was devoid of logic. The fact that Tang failed to hit the target price did not mean that there was no market distortion. To the contrary, the price and volume of KTL shares were distorted and rose sharply during the charge period.

155 As for the culpability factors, the prosecution could not prove that the accused was part of the Wilson plan and there was no evidence to show that he benefited directly from it. His motive for committing the offence was not known, but this would be a neutral factor.

156 While there was planning and premeditation on the part of Wilson and/or Tang, there was no reliable evidence to show any involvement by the accused. I also accepted the defence contention that this was a relatively unsophisticated scheme. ⁸⁵

157 The accused’s role was to assist Tang to conduct unauthorised broker-assisted trades, and to turn a blind eye to Tang’s transgressions despite knowing that Tang controlled all the accounts. He abused his position with OSPL and breached the duty of fidelity. He did not act honestly and breached the trust reposed on him by OSPL in the ways described above. This included failing to inform OSPL that Wilson had funded the accounts of Ang and Chow, passing Sia’ trading token to Tang, and subverting OSPL’s payment processes for Lim’s account. He failed to report to OSPL that Tang effectively controlled all the six impugned accounts.

158 The duration of offending was substantial and spanned a period of about nine and a half months. By the prosecution’s calculations, the charge period spanned a total of 211 days, during which the accused assisted in 146 broker- assisted orders on 27 days. ⁸⁶ The number of broker-assisted orders was low as compared to the online trades, ⁸⁷ but was nonetheless significant.

159 I did not find the cases cited by the defence (where the offenders were sentenced to fines) to be useful in determining the appropriate sentence. These were Public Prosecutor v Franco Giuseppe [2011] SGDC 184 (“Giuseppe”) and Public Prosecutor v Foo Jong Kan [2005] SGDC 248 (“Foo”). Giuseppe and Foo were the CFO and director of their respective companies. Unlike the present case, their cases did not involve extensive market manipulation over a substantial period of time. Giuseppe was an attempt by the offender to maintain the share price of his company that was to be used for acquisition ⁸⁸ and was of limited application. Foo involved arranging buy and sell orders near the end of a single trading day. ⁸⁹ These cases were far less egregious than the accused’s case.

160 The prosecution’s sentencing precedents were more on point. The case which was analogous to the present case was Public Prosecutor v Chan Lye Huat [2007] SGDC 3, (“Chan”). The offender was a dealer in a securities company. He pleaded guilty to a charge of assisting to manipulate the market by misusing his sister-in-law’s account. He executed trades on 17 trading days, amounting to more than 10% of the market volume. He committed an offence under s 97(1), punishable under s 104(1)(a) of the SFA (which was in pari materia to the present case). He was sentenced to three months’ imprisonment.

161 In the present case, the issue of parity with Tang’s sentence had to be considered, and a term of imprisonment of three months (as in Chan) would be excessive. Since the accused’s culpability was lower than Tang’s, his sentence should be calibrated downwards from Tang’s four-month term of imprisonment, taking into account that Tang had pleaded guilty, whereas the accused did not.

162 Having considered the applicable sentencing factors, I assessed the appropriate sentence to be imposed on the accused as six weeks’ imprisonment.

163 For the six deception charges, the victim was OSPL. Even if the four account holders consented to Tang using their accounts to trade, this did not mean that a fine must invariably be imposed, as the defence seemed to have suggested. In Ng Geok Eng v Public Prosecutor [2007] 1 SLR(R) 913, Tay Yong Kwang, J (as he then was) stated at [51]:-

51 Of course, this is not to say that sentences of imprisonment should never, or only very exceptionally, be imposed for unauthorised share trading offences which involve the consent of the account holder. What is instead meant is that a sentencing court faced with such an offence will retain a broader discretion to vary the appropriate form of sentence to suit the particular circumstances of the case. In contrast, where the facts involve acts of unauthorised share trading by a remisier without his client’s consent, the public interest in ensuring general deterrence would generally apply strongly in favour of imposing a term of imprisonment.

164 In Ng Sae Kiat v Public Prosecutor and other appeals [2015] 5 SLR 191, Choa Hick Tin, JA, delivering the judgment of the High Court in an appeal which was heard by three judges, stated at [57]:-

165 Thus, in deciding whether the custodial threshold had been crossed, the court must consider a multitude of factors and not just whether the account holders consented to their accounts being used.

166 The accused had abetted Tang on multiple occasions to place unauthorised trades. This contributed to the significant distortion in the price and volume of KTL shares. The accused was in a position of responsibility and was entrusted by OSPL to manage a team of brokers, but he breached his duty of fidelity to OSPL. In my view, his offending was sufficiently serious to warrant a custodial sentence.

167 Tang was sentenced to one month’s imprisonment for each of his charges relating to the use of the impugned accounts, with two sentences to run consecutively i.e. a total of two months’ imprisonment. In my assessment, a sentence of two weeks’ imprisonment for each of the accused’s deception charges was appropriate.

168 I ordered the six-week sentence in the false trading charge (DAC-921760-2020) and the two-week sentences in two deception charges (DAC-921764-2020 and DAC-921769-2020) to run consecutively, so that the total sentence would be 10 weeks’ imprisonment.

169 The total sentence imposed is proportionate to the level of the accused’s offending and is not manifestly excessive.

Tan Jen Tse

District Judge