PUBLIC PROSECUTOR v Soh Chee Wen & Quah Su-Ling

Facts

Soh Chee Wen (the first accused) and Quah Su-Ling (the second accused) were tried in the General Division of the High Court in Criminal Case No 9 of 2019 over trading in Blumont, Asiasons and LionGold (BAL) shares on the SGX Mainboard between 1 August 2012 and 3 October 2013. The Prosecution alleged that the pair had masterminded a scheme to inflate the markets for and prices of BAL shares through 189 trading accounts held with 20 financial institutions in the names of 60 individuals and companies. The prices collapsed on 4 and 7 October 2013 (the Crash).

The first accused faced 189 charges: ten conspiracy charges under s 197(1)(b) of the Securities and Futures Act (six for false trading, four for price manipulation); 162 conspiracy charges under s 201(b) for deceiving financial institutions by concealing who instructed trades; six charges of conspiring to cheat Goldman Sachs and Interactive Brokers (IB) under s 420 of the Penal Code; three charges under s 148(1) of the Companies Act for managing BAL while an undischarged bankrupt; and eight witness tampering charges under s 204A of the Penal Code. The second accused faced 178 charges in the first three groups. Both denied every charge and blamed others. The second accused chose not to testify.

Issues

1. Whether the accused persons controlled the trading accounts and conspired to create false appearances in the market for and prices of BAL shares.
2. Whether concealing their involvement in instructing trades was likely to deceive the financial institutions under s 201(b).
3. Whether the accused persons cheated Goldman Sachs and IB by concealing the manipulation while BAL shares were pledged as collateral for margin financing.
4. Whether the first accused was concerned in managing BAL as an undischarged bankrupt and tampered with witnesses, and what sentences were appropriate.

Holding

Hoo Sheau Peng J convicted the first accused of 180 of his 189 charges and the second accused of 169 of her 178 charges, finding every underlying offence completed. Both were acquitted of Charge 153 at the close of the Prosecution's case and of eight further deception charges at the end of the trial. The court sentenced the first accused to an aggregate of 36 years' imprisonment, backdated to his remand on 25 November 2016, and the second accused to 20 years' imprisonment from 28 December 2022. Both sentences were stayed pending appeal.

Reasoning

On the market charges, the court found the pair controlled 187 of the 189 accounts, all except two personal accounts of Ms Cheng, the first accused's other romantic partner. It relied on trading representatives and accountholders, supported by messages and call and payment records; a GovTech call analysis was only corroborative. It rejected the defence that others were the real wrongdoers and, on matters peculiarly within her knowledge, drew targeted adverse inferences from the second accused's silence (Oh Laye Koh v Public Prosecutor [1994] SGCA 102). Expert evidence showed heavy wash trading, and witnesses described a plan to use the inflated shares as "currency" for acquisitions. A conspiracy needs only an agreement, which may be inferred only where that is "inexorable and irresistible" (Er Joo Nguang v Public Prosecutor [2000] 1 SLR(R) 756).

The deception charges were somewhat too broadly drafted, but s 201(b) reaches concealed involvement in another's account that hampers detection, and complicit trading representatives' knowledge was not attributed to their firms. Each specific conspiracy had to be proved, so the court acquitted where an account was not controlled or where the second accused was not shown to know of accounts linked to Ms Cheng.

On cheating, dishonest concealment can deceive without any separate duty to disclose. The court accepted that both firms would not have lent against manipulated shares; their collateral systems were no answer; and deception may operate through an unknowing intermediary. The six charges covered more than S$820 million.

The first accused directed deals at all three companies, crossing the s 148(1) threshold. Secret recordings showed him telling a witness to "stick to your usual stupid answers", and the court found all eight tampering charges proved.

On sentence, s 109 rather than s 116 of the Penal Code applied because the charges cited s 109 and the offences were completed. The scheme's scale, sophistication and harm, including around S$7.8 billion of lost market value, were aggravating; the second accused was two-thirds as culpable on the market charges. Each deception charge drew one year, and cheating sentences rose with the sums involved. For totality, the first accused's 42-year aggregate was cut to 36 years; he was 62.

From the judgment