District Court of Singapore

Public Prosecutor v Lim Seong Ong
[2021] SGDC 114

Criminal law – Offence – s 471 p/u 467 Penal Code (Cap 224, Rev Ed 2008) – Using as genuine a forged share transfer form in a civil suit – s 193 Penal Code (Cap 224, Rev Ed 2008) – Making false statements in an affidavit in a civil suit

[LawNet Editorial Note: An appeal to this decision has been filed in MA 9053/2021/01.]

19 June 2021

District Judge Kaur Jasvender:

1 The accused was convicted after a trial on the following four charges:

(a) DAC-914568-2018 – an offence of fraudulently using as genuine a forged share transfer form for the transfer of 765,000 shares from him to Panshore Engineering Pte Ltd (‘Panshore’) by filing it in Civil Suit 520/2014 in the High Court which was commenced by the accused, an offence under section 471 punishable under section 467 Penal Code (Cap. 224, 2008 Rev. Ed.)

(b) Three section 193 Penal Code charges for intentionally giving false evidence in Civil Suit No. 520/2014:

(i) DAC-914569-2018 – stating falsely in his affidavit ([5] of exh P16) filed on 14 July 2014 in the Civil Suit that on or about 1 March 2011, Panshore agreed to buy 765,000 of his (accused) shares in Asia Link Marine Industries Private Limited (‘Asia Link’) for $765,000.

(ii) DAC-914570-2018 – stating falsely in his affidavit ([27] of P17) filed on 14 November 2014 in the Civil Suit that he had not been charged in March 2011 and therefore Asia Link could employ foreign workers at that time.

(iii) DAC-914571-2018 – stating falsely in his affidavit ([9] of P18) filed on 13 October 2015 in the Civil Suit that Asia Link’s corporate secretary, LTN Management Services (‘LTN Management’), made a typographical error of stating the consideration for the 765,000 shares as $1 in the share transfer form.

2 He was sentenced to 18 months’ imprisonment on DAC-914568-2018, nine months’ imprisonment each on DAC-914569-2018 and DAC-914571-2018, and four months’ imprisonment on DAC-914570-2018. The 18-month and the four-month terms were ordered to run consecutively. The total sentence was therefore 22 months’ imprisonment. The accused has brought this appeal against the conviction and sentence.

The Prosecution’s case

Background Facts

3 The accused was a director and shareholder of Asia Link together with his elder brother, Lim Thiam Chai. He was also the managing director. Together, the brothers jointly owned the 3,000,000 shares of Asia Link prior to the transfer of 1,530,000 shares (51%) to Panshore on 20 July 2011.

4 Asia Link was primarily engaged in the business of building ships, tankers and other ocean-going vessels. It operated from premises leased from JTC Corporation situated at No 17 Tuas Crescent. Its lease was due to expire at the end of 2015. The premises comprised of a double storey factory building, car park area, covered space workshop, open space yard and a waterfront (see photos P4-1 to P4-4).

5 Sometime in December 2009, the accused was investigated for making false declarations in relation to the employment of foreign workers by the Ministry of Manpower (‘MOM’). As a result, Asia Link was barred from hiring foreign workers with effect from January 2010. In December 2011, the accused was sentenced to eight weeks’ imprisonment for fraudulently inflating his company’s foreign employee entitlement through the use of ‘phantom workers’ under the Employment of Foreign Manpower Act (Cap 91A).

6 As a result of the debarment from hiring foreign workers, Asia Link was unable to conduct its business activities. It was in dire financial straits and had debts of around $2.2 million in 2011.

Project Joint Venture with Panshore

7 On 1 March 2011, Asia Link and Panshore entered into a joint venture agreement which was reduced into writing. It was updated on 1 April 2011 and signed by the representatives of Panshore (Kang Wak Chia and Yu Lai Ang) and Asia Link (accused and Lim Thiam Chai). This agreement was admitted into evidence as exhibit P3.

8 Under the agreement, Panshore was to secure marine offshore engineering works and to manage and execute the works. Asia Link was to provide the use of its entire premises, cranes, forklifts, and all other facilities on the premises. In addition, it was required to pay $6,000 per month towards the electricity charges. After taking into account the project costs, the net profit was to be shared equally between Panshore and Asia Link. The project was to be terminated when all on-going projects were completed or upon service of six months’ notice, whichever was sooner.

The loan agreement

9 In May 2011, the accused told Mr David Tan that Asia Link was still having financial difficulties. He requested a loan of $1million to assist Asia Link to repay its debts. Panshore agreed to extend an interest free loan of $1million on condition that the accused and Lim Thiam Chai transfer 51% of their respective shareholdings in Asia Link to Panshore for a nominal consideration.

10 On 9 June 2011, a sum of $400,000 was disbursed by Panshore. At the request of the accused, a cheque was issued in his name (see exhibit P8). An IOU was signed by the accused and witnessed by Ng Joo Kheong (‘Mr Ng’), to acknowledge his indebtedness for the sum of $400,000 (see exhibit P9). The remaining sums of $600,000 were to be disbursed in two sums of $300,000 each on 23 September 2011 and 20 September 2011. On 7 September 2011, the loan agreement was reduced into writing and signed by Kang Wak Chia, the accused and Lim Thiam Chai (see exhibit P7). On 27 September 2011, a further sum of $300,000 was disbursed pursuant to the loan agreement.

The signing of the share transfer form

11 On 6 July 2011, the accused, Lim Thiam Chai and Mr Ng signed the Asia Link’s directors’ resolution appointing Mr Ng as director and approving the transfer of 765,000 shares each of the accused and Lim Thiam Chai to Panshore (see exh P38).

12 On the same day, Panshore also passed a directors’ resolution to acquire 51% of the shareholding in Asia Link in the following manner:

The resolution stated the common seal of the company shall be fixed unto the instruments of transfer and is to be attested by two directors of Panshore. The resolution was signed by the three directors of Panshore, Tay Mei Ling, Kang Wak Chia and Yu Lai Ang. Panshore’s resolution was admitted as exh P10.

13 Subsequent to the signing of Asia Link’s directors’ resolution (P38), the accused handed to Mr Ng two share transfer forms relating to the transfer of 765,000 ordinary shares each by him and Lim Thiam Chai for the consideration of $1 to Panshore. The share transfer forms bore the accused and Lim Thiam Chai’s signatures, respectively. Mr Ng signed the share transfer forms as a witness to the signatures of the accused and Lim Thiam Chai.

14 Thereafter, Mr Ng handed the share transfer forms to Mr Kang and Mr Yu to append their signatures. After Mr Kang and Mr Yu had signed and Panshore’s company seal was affixed, Mr Ng returned the share transfer forms to the accused to have them executed by Asia Links’ company secretary, LTN Management. Panshore kept a copy of the signed share transfer form (see exh P11).

15 On 7 July 2011, Asia Link’s name was changed to Ensafe Offshore Marine Private Limited (‘Ensafe Offshore’). The lodgement with the Accounting and Corporate Regulatory Authority (‘ACRA’) was done by the accused (see P24). On 1 March 2013, Ensafe Offshore was wound up.

Initiation of lawsuit in Suit 520 of 2014 and discovery of the forgery

16 On 19 May 2014, close to three years after the transfer of the shares to Panshore, the accused initiated a civil action in the High Court by way of Suit 520 of 2014 against Panshore. The Statement of Claim pleaded that Panshore had bought the 765,000 shares from the accused for $765,000.

17 On or about 8 July 2015, Panshore inspected the original share transfer form at the office of LTN Management. It was discovered that correction fluid had been applied over “$1.00” and “$765,000” had been typed over it. The accused and Mr Ng had signed against the correction. Mr Ng had signed against the correction at the request of the accused because the accused had represented to him that the share transfer form could only be stamped at par value, i.e. $1 per share.

18 The accused and Mr Ng did not inform the directors of Panshore of the alteration. Thereafter, the accused proceeded to instruct LTN Management to stamp the forged transfer form on 20 July 2011.

Accused’s affidavits in Suit 520/2014

19 The accused’s three affidavits filed on 14 July 2014, 14 November 2014 and 13 October 2015 in the lawsuit were admitted as P16, P17 and P18 respectively.

20 The portions of the affidavits which are alleged to be false are reproduced. In affidavit P16, [5] is alleged to be false:

On or about 1 March 2011, I agreed to sell and the Plaintiff agreed to buy 765,000 of my shares for $765,000.

In affidavit P18, [9] is alleged to be false:

The original share transfer forms were and are kept with the company secretary, who keeps all the company’s records. The company that provides the secretarial services is LTN Managements Services (‘LTN’). LTN prepared the share transfer form and they made the typographical error of stating that the consideration was $1.00. When this was discovered, the amount of the consideration was amended to $765,000 and Ng Joo Kheong and I were asked to sign next to the amendment to show that this amendment was approved.

And in affidavit P17, [27] is alleged to be false:

Subparagraph 29(e) puts the cart before the horse. I had not been charged in March 2011. As such, the Company could employ foreign workers at that time.

Evidence of the Prosecution’s witnesses

21 The salient evidence of the 10 prosecution witnesses is summarised.

Evidence of PW1 – Kang Wak Chia (‘Mr Kang’)

22 Mr Kang is a director of Panshore, Ensafe Systems Senderian Berhad and Ensafe Systems Private Limited. He is also a shareholder of Panshore together with Yu Lai Ang (‘Mr Yu’) and Tay Mei Ling (‘Mdm Tay’). Mdm Tay is the wife of Mr David Tan.

23 He testified that the agreement P3 was drafted by Mr Ng following a discussion between the accused and Mr David Tan. P3 was signed by Mr Kang on behalf of Panshore and by the accused on behalf of Asia Link. The agreement in essence allowed Panshore to use the entire premises of Asia Link, to renovate the premises, to tender for work from KeppleFELS Ltd, carry out the awarded works at the premises of Asia link with its (Panshore) own foreign workers, and split the profits equally after deducting the costs with Asia Link. Panshore spent more than $200,000 on the renovation of the premises.

24 He stated that the works awarded by KeppleFELS involved the construction of a jack case, which is part of an oil rig system. He explained that foreign labour is critical for such ‘rough’ work. He said a company, like Asia Link, which was unable to hire foreign workers will not be able to get any jobs from KeppleFELS.

25 According to Mr Kang, Panshore was not allowed to use the entire premises. He stated that they were only allowed to use about one-third of the area. The remaining area was occupied by three companies in which the accused had an interest.

26 He testified that Asia Link was indebted to the tune of over $2million. He said the creditors were coming to the premises to demand for repayment. As a result of discussions with the accused, Panshore agreed to extend an interest free loan of $1million dollars to Asia Link for it to pay part of its debts. Asia Link was required to raise money to pay the remainder of its debts. Mr Kang explained that Panshore agreed to give the loan because it had received a number of jobs which were to be done at the premises of Asia Link and he was concerned that Panshore may not be able to complete the works if Asia Link were to go into liquidation.

27 The $1 million loan was to be disbursed by three payments. The first disbursement of $400,000 was made on 8 June 2011 by way of a cheque to the accused’s name (see exh P8). He said the cheque was made out to the accused’s name because the accused had represented that the bank account of Asia Link has been frozen. The accused signed an acknowledgment to confirm receipt of the sum (see exh P9).

28 Subsequently, an agreement dated 7 September 2011 was drafted by Mr Ng to evidence what had been agreed (see exh P7). Paragraph 3 of P7 stated that Asia Link will utilise the loan amounts for the repayment of its debts in the following order: (a) Judgment debts of $611,418,87, (b) Debts related to ‘legal cases’ amounting to $137,625,57, (c) Trade creditors of $1,557,907.45. The total indebtedness of Asia Link amounted to $2,306,951.89. The agreement was signed by Mr Kang, the accused and Lim Thiam Chai.

29 Mr Kang stated that the second loan disbursement of $300,000 was deposited into Ensafe Offshore’s (Asia Link’s new name) bank account in September 2011. He said that Panshore was short of cash and borrowed $300,000 from Ensafe Systems Pte Ltd to make the loan. In December 2012, Panshore returned the money to Ensafe Systems Pte Ltd. He stated that the final disbursement of $300,000 was not made.

30 He testified that as Panshore had extended the $1 million loan, it wanted to safeguard its position to operate from Asia Link’s premises by assuming control of Asia Link. As a result, Panshore requested for 51 per cent of the shares of Asia Link to be transferred to Panshore. The accused agreed to this request.

31 On 6 July 2011, Panshore passed a directors’ resolution stating that Panshore will acquire 51 per cent of the share capital of Asia Link by acquiring 765,000 shares from the accused for a consideration of $1 and 765,000 shares from Lim Thiam Chai for $1. The resolution was signed by Mdm Tay, Mr Kang and Mr Yu (see exh P10).

32 Subsequently, the accused signed the share transfer form. Mr Ng signed as a witness to the accused’s signature. Thereafter, the share transfer form was passed by Mr Ng to Mr Kang and Mr Yu to sign in their capacity as directors of Panshore. Mr Kang noted that the consideration stated in the share transfer form was $1. After the original share transfer form (P13) had been signed, Mr Kang brought it to Panshore’s company secretary to affix Panshore’s seal on it. Thereafter, he handed the original share transfer form to Mr Ng. Mr Kang kept a copy of the original share transfer form and he passed the copy (see exh P11) and the directors’ resolution (P10) to Panshore’s company secretary for safekeeping.

33 In May 2014, the accused filed the lawsuit against Panshore for payment of $765,000 claiming that he had sold the 765,000 shares for $765,000. Mr Kang testified that the accused amended the share transfer form without Panshore’s knowledge and used it to sue Panshore. The accused exhibited a copy of the amended share transfer form to his affidavit in the civil suit. As a result, Panshore’s lawyers made an application to the Court to inspect the original share transfer form, which was granted.

34 On 8 July 2015, Mr Kang went to the office of LTN Management and inspected P13. He discovered that the consideration of $1 had been amended by correction fluid to $765,000 on the original share transfer form (see exh P13).

35 Mr Kang was unaware that Mr Ng had signed beside the amendment on the original share transfer form P13. He only came to know that Mr Ng had signed against the amendment after the lawsuit was filed. He did not know in what capacity Mr Ng had signed. He explained that Mr Ng was the employee of Mr David Tan but he will help to draft documents in English for Panshore. However, he was not paid for doing so.

36 Mr Kang was shown the financial statement of Panshore for the year ending 30^th June 2012 (see exh P14). He stated that the transfer of the 51 per cent of the shares was reflected at page 19 under the heading “Investment in Subsidiary”. He explained that the name of Asia Link had been changed to Ensafe Offshore Marine Private Limited by then, and accordingly the new name was reflected as the subsidiary.

37 With respect to [5] of the accused’s affidavit P16, Mr Kang stated that it was untrue that Panshore agreed to buy 765,000 shares for $765,000 from the accused.

38 On 25 October 2016, Panshore lodged a complaint, inter alia, for forgery of the share transfer form with the Commercial Affairs Department (‘CAD’) via a letter drafted by its lawyers (see exh P15).

39 Under cross-examination, Mr Kang stated that he was unaware that LTN Management had emailed the share transfer form in exh P20 which bore Mr Ng’s name to the accused.

40 With respect to [49] of the complaint P15 which states, “I was informed by Mr Ng Joo Kheong that Kenny [Kenny refers to the accused] had informed that this alteration would be a mere formality for the sole purpose of stamping the said Share Transfer Forms. It was on this premise that Mr Ng Joo Kheong witnessed the affixation of Kenny’s and Roland’s signature on the respective Share Transfer Forms.”, Mr Kang explained that he only asked Mr Ng why he had signed after he saw the originals of the share transfer forms which the accused had used to sue Panshore. Mr Kang emphasised that he was unaware of the amendment prior to the lawsuit. He stated that the accused had not asked Panshore for payment prior to filing the lawsuit. He said that if there was indeed a need for an amendment, a fresh share transfer form would have been signed instead of using correction fluid.

Evidence of PW2 – Tan Se Hok (‘Mr David Tan’)

41 Mr David Tan is a director of Sin Hong Thai Engineering Private Limited (‘Sin Hong Thai’) which handles oil and gas offshore projects. He does not have any shareholding or hold any position in Panshore but he is an authorised signatory of its bank account. His wife is a director of Panshore. He is not involved in the operations of Panshore. However, he gives advice to Panshore on tendering for projects as he has been in the industry for 40 years. He stated that Mr Kang was in charge of managing the operations of Panshore.

42 He has employed Mr Ng as the general manager of Sin Hong Thai since 2003. He said that Mr Ng also assists Panshore to type letters and documents in English but he does not receive any remuneration from Panshore.

43 He testified that the accused was a long term friend of about 20 years. He came to know the accused through the accused’s younger brother. In December 2010, the accused informed him that he was banned from employing foreign workers by MOM. Mr David Tan explained that foreign workers are critical in the oil and gas projects as they do about 90 per cent of the work. The accused also told him that Asia Link is indebted to the tune of $2.2 million and was facing many lawsuits. The accused asked Mr David Tan if Sin Hong Thai could work with Asia Link on projects. Mr David Tan rejected the idea as Sin Hong Thai was unable to provide Asia Link with foreign workers.

44 Mr David Tan spoke to Mr Kang about what the accused had said. Mr Kang was agreeable for Panshore to work with Asia Link. Mr David Tan then suggested to the accused to work with Panshore. This eventually led to the agreement P3 between Panshore and Asia Link. He stated the arrangement in P3 was for Asia Link to allow Panshore to use its entire premises in order for Panshore to carry out projects with its own project team and workers. The arrangement was for two years and with an option to renew it for a further two years as there was only four and a half years left on the lease. He said that in return for the use of the premises, the profit (after deduction of expenses) was to be split equally between Panshore and Asia Link.

45 Mr David Tan testified that after Panshore started operating from the premises, he found out that creditors of Asia Link were coming to the premises often to demand for repayment. He ascertained that Asia Link was indebted to the tune of $5.8 million.

46 He testified that around June 2011, Panshore agreed to loan $1 million interest free to Asia Link because it did not want to jeopardise its ability to undertake projects at the premises of Asia Link. However, he stated that Panshore was only agreeable to extend the loan on condition that Asia Link transferred 51 per cent of its shares for no consideration to Panshore. He stated that in this way Panshore would secure control over Asia Link to ensure that the joint venture agreement could proceed smoothly at the premises.

47 He confirmed that $400,000 was disbursed towards the loan by way of a cheque dated 8 June 2011 (P8) which he signed together with Mr Kang. He confirmed that a further sum of $300,000 was also disbursed. However, the final sum of $300,000 was withheld as the accused and Asia Link did not keep their side of the bargain.

48 He testified that he was aware that the share transfer form was signed on 6 July 2011 but he did not see the document. He said that although the shares were to be transferred for free, he was aware that the share transfer form stated the consideration as $1 because of the payment of stamp duty. He said that it was untrue that Panshore had bought the 765,000 shares from the accused for $765,000.

49 In March 2014, Panshore moved out of the premises of Asia Link. In May 2014, he came to know that the accused had sued Panshore for the payment of $765,000 as consideration for the shares. He said the accused had never asked for payment before the lawsuit.

50 In August 2015, Mr David Tan came to know that Mr Kang had inspected the original share transfer form and discovered an amendment to the consideration. He stated that Panshore was unaware of the amendment and had not agreed to it. He said that Mr Ng did not inform him of the amendment. After the inspection, he asked Mr Ng why he had signed beside the amendment. Mr Ng said that he signed as a witness and did not elaborate.

51 He testified that he had introduced Mr Ng to the accused and told him that he would not object if he required Mr Ng’s assistance in paperwork. He stated the accused immediately asked Mr Ng to assist Asia Link with income tax and administrative matters. The accused also appointed Mr Ng as a director of Asia Link.

52 With respect to the unsigned share transfer form containing the accused and Mr Ng’s name for the transfer of 765,000 shares for a consideration of $1 (see exh P20), he replied that he was unaware of the existence of the document. He added that the accused was dealing with Panshore and he did not know why the name of Mr Ng was included.

Evidence of PW3 – Liaw Kim Swee (‘Mr Liaw’)

53 Mr Liaw is a director of LTN Management, which provides accounting, tax and corporate secretarial services. LTN Management was the company secretary for Asia Link. He said the accused would normally give instructions on behalf of Asia Link to him and his staff.

54 In June 2011, on the instructions of the accused, LTN Management prepared two separate share transfer forms for the transfer of 765,000 Asia Link shares each of the Accused (see P20) and Lim Thiam Chai to Mr Ng for a consideration of $1. The accused told Mr Liaw that Mr Ng is the boss of Panshore. Mr Liaw asked the accused if he was sure that he wanted to transfer the shares for $1. Mr Liaw recollected that the accused replied in Hokkien ‘Ho peng you ah ka liau’. (Interpreted by Court Interpreter to mean very close friends or very good terms with each other.) Mr Liaw cautioned the accused that there would be no savings on stamp duty by stating a consideration of $1 as the stamp duty would be computed based on the audited or management accounts. The accused replied that he understood.

55 On 17 June 2011, LTN Management sent an email to the accused enclosing a draft directors’ resolution to approve the transfer of 765,000 Asia Link shares each from the accused and Lim Thiam Chai to Mr Ng and the appointment of Mr Ng as director of Asia Link, Consent to act as Director (Form 45) and two copies of the share transfer forms stating the consideration as $1. The email with the attached document was sent to the accused by Kong Ngei Ching (‘Ms Kong’) (see P21) who is a staff of LTN Management.

56 Mr Liaw stated that he only had Asia Link’s audited accounts up to 2008 in his file. On 20 June 2011, Ms Kong wrote to the accused requesting for the management accounts for the year ending 30 June 2010 for the purpose of calculating the stamp duty for the transfer of the shares.

57 On 20 July 2011 at 12.52pm, a copy of the management accounts for the year ended 2009 were faxed to LTN Management (see exh P23). Mr Liaw said the year ended 2009 accounts were acceptable for stamping purposes and he therefore did not ask for the 2010 accounts.

58 Mr Liaw confirmed that he was able to recognise the share transfer form P13. He initially testified that he was in Johor Bahru attending to renovation work on 6 July 2011. He mentioned that his birthday is on 6^th July. He received a phone call from his staff to return to the office to settle the share transfers. He arrived at the office between 5 to 5.30pm and met the accused. He recalled that the accused had brought the share transfer form P13, the directors’ resolution approving the transfer, the consent to act as director of Asia Link signed by Mr Ng, a directors’ resolution dated 6 July 2011 approving the change of name of Asia Link to Ensafe Offshore Marine Private Limited, the minutes of meeting of Asia Link held on 6 July 2011, lodgement of the appointment of Mr Ng as director of with ACRA on 7 July 2011 and Notice of Special Resolution for change of name on 18 July 2011 submitted by the accused, and a directors’ resolution dated 6 July 2011 on the change of Asia Link’s bank signatories. He said these documents were in an envelope. The documents were admitted collectively as exh P24. Mr Liaw pointed out that the lodgement of the change of name from Asia Link to Ensafe Offshore Marine Private Limited and the notification of inclusion of Mr Ng as director with ACRA were done by the accused.

59 In cross-examination, it was put to Mr Liaw that the accused did not go down to LTN Management on 6 July 2011. Mr Liaw initially maintained that the date was correct. When it was put that the accused went down on 20 July 2011, Mr Liaw conceded that he had made a mistake and explained that he was confused by the ‘Date of Document’ on the Certificate of Stamp Duty. He explained that 6 July 2011 was the transaction date based on Asia Link’s directors’ resolution authorising the transfer. He said the accused should have come to his office on 20July 2011 with the documents P24. Asked what time the accused went to his office on 20 July 2011, Mr Liaw said that he was unable to recall the exact time but said it would have been after 5pm as he had returned from Johor Bahru.

60 Mr Liaw noticed that the share transfer form P13 which the accused brought was different from the share transfer form P20 which was prepared by LTN Management in two respects. First, the consideration had been changed to $765,000 from $1. Second, the transferee had been changed to Panshore Engineering Private Limited from Mr. Ng. He noticed the two signatures at the top of the share transfer form beside the amount in P13. He said it was unusual to amend a share transfer form in that way. He said the parties would ordinarily request for a fresh transfer form to be signed.

61 He was hesitant to proceed with the e-stamping because of the amendment to the transferee and the consideration. According to him, the accused told him that Panshore wanted to buy the shares and the consideration had been agreed, and he had signed it on behalf of Asia Link and Mr Ng had signed on behalf of Panshore. He said the accused was very insistent that the transfers should be done the same day and told him that the two companies were entering into a joint venture and Mr Ng was taking over the management of Asia Link.

62 Mr Liaw did not enquire why the two directors of Panshore who had signed on the share transfer form did not sign against the amendment. He agreed that it would have been “more proper” if one of the directors of Panshore had signed against the amendment. He said that he in fact did not know who the directors of Panshore were at that time. As for Mr Ng, he said that he had only seen him once when he came with the accused. He was unable to remember the occasion when Mr Ng came to his office and why. He stated that he did not meet Mr Ng or have any communication with him in connection with the share transfers.

63 He was referred to the affidavit P18 in which the accused stated at [9] that LTN Management “made the typographical error of stating that the consideration was $1.00. When this was discovered, the amount of the consideration was amended to $765,000 and Ng Joo Kheong and I were asked to sign next to the amendment to show that this amendment was approved.” Asked if the contents were true, Mr Liaw replied^{[note: 1]}:

A: We---we took the instruction from Mr. Lim Seong Ong to transfer this share, this number of shares to Ng Joo Kheong at $1. But---and---and the form we typed, the consideration is $1. Where we got typo error? If you---if you say that there is typo error, there’s another typo error. The transferee should be Mr. Ng Joo Kheong, not Panshore Engineering Private Limited. This will be two typo errors, right?

Q Okay, Mr. Liaw. And following that, he also says that when this was discovered, the typographical error, the amount of consideration was amended to $765,000, Ng Joo Kheong and the accused were asked to sign next to the amendment. Is this true?

A I never s---I never asked them to sign. And then this, uh, Ng Joo Kheong, during that, uh, 6th of---6th of July 2011, he didn’t come to the office. Only Kenny Lim came alone. And with all the signature, both signatures, that means, uh, Mr. Lim Seong Ong signature and Ng Joo Kheong signature already signed on the form.

64 Asked if LTN Management had informed the accused that the share transfer form cannot be stamped unless the consideration of the transfer was increased from $1 to $765,000, he replied that he would never have said that. He said he had instead cautioned that the stamp duty will not be computed based on the consideration of $1 but on the recent audited or management accounts.

65 It was his evidence that the accused was present at LTN Management when the share transfer form was e-stamped. Mr Liaw said that because the total stamp duty (actual duty was $3,335.60) was quite substantial based on the accounts in P23, the accused was asked to confirm that P23 were the accounts to be used. The accused confirmed and told him to go ahead. He explained that the stamp duty payable was calculated by keying in data from the management accounts which was required into the IRAS system and the stamp duty was then computed by the IRAS system.

66 He said the accused paid the stamp duty of $3,334 in cash together with LTN Management’s fee of $160 for the services rendered in connection with the transfer and other disbursements which totalled $5,000. An invoice dated 20 July 2011 was issued detailing the amounts that were paid (see exh P24).

67 In cross-examination, Mr Liaw agreed that the transferee is required to pay the stamp duty. He said the accused was aware of that. Asked why the accused was required to pay, he said the accused wanted to get the transfer done, and accordingly he had to collect the stamp duty. Mr Liaw disagreed that he did not give the invoice P24 to the accused. He disagreed that his client was Panshore, and gave the following answer^{[note: 2]}:

We---we never act for Panshore. This---this can be evidenced, you know, by the director resolution approving the transfer. It’s approved by this, uh, Ensafe Offshore Marine. So, when we do the transfer, normally, we will base on two important documents. One is the transfer form, the other one is the director’s approval for the transfer. We don’t have to get and---I mean, any approval from, uh, from the transferee.

68 Apart from paying the stamp duty to IRAS, Mr Liaw agreed that the notification of the share transfer was submitted to ACRA. Based on D5, the notification was submitted at 2.36pm on 20 July 2011 by LTN Management using the account of Ho Wee Luan. Ho Wee Luan is the wife of Mr Liaw. Mr Liaw was unable to recall if the submission to ACRA was done prior to payment of the stamp duty but said that he would normally collect the payment of the stamp duty prior to the submission to ACRA and payment of the stamp duty to IRAS.

69 In cross-examination, Mr Liaw gave the following responses to the accused’s position that he did not give instructions on the execution of the transfer of shares and that he did not pay the stamp duty^{[note: 3]}:

Q: You did all this lodgement, e-stamping, without consulting the accused.

A: If I really do that, what do I get? We are only charging a very small fee. And, uh, the $5,000, out of which, about $4,800 is pay---paying for the disbursements. It’s not paying to us. The money will go to the authority.

Q: You said what are you getting---I put it to you that you are getting paid by Panshore---Panshore Engineering Private Limited.

A: What was it?

Q: You are paid by Panshore Engineering Private Limited.

A: What do you mean by that?

Q: No. You are saying what do you get. I put it to you that you are paid by Panshore Engineering Private Limited.

A: I got nothing to do with Panshore Engineering.

…

A: Panshore Engineering is not my client.

Q: I put it to you then---therefore, it---si---since this is your answer that Panshore Engineering Private Limited’s representatives are your client.

A: Which representative?

Q: I put it to you that you consulted Ng Joo Kheong who is the representative of Panshore Engineering.

A: I never. As I have mentioned earlier, even though I have seen him once in my office, I never had a chance to talk to him.

---

Q: There was no payment by the accused on this as you claim.

A: If no payment been made to us, we will never---I mean, file the transfer and---and---and file the---this annual return. Why we insist on, uh, on---on him paying cash because---I’m sorry to say that, you know, he is not a good pay master. That---I submitted the 3 bills to you, that this Asia Link still have outstanding fee not paid yet. And it got another company called ALM Marine or ALM Tanker, there is still have 5,000 over dollars fee not paid. And we are a small firm, you know, we---this stamp duty 3,000 over by---and then the---the---the fine 1,300. We need to collect first before we---before we can, uh, we can proceed with the filing.

Evidence of PW4 – Kong Ngei Ching (‘Ms Kong’)

70 Ms Kong is an accounts assistant with LTN Management. She testified that LTN Management did corporate secretarial work for Asia Link and took instructions from the accused.

71 She prepared the share transfer form P20 in June 2011. She was informed by Mr Liaw that the accused wanted to transfer 765,000 shares in Asia Link to Mr Ng Joo Kheong for $1. After she prepared P20, she forwarded it to the accused via an email dated 17 June 2011 (see P21) together with three other documents – directors’ resolution to approve the transfer of shares, directors’ resolution for the appointment of Mr Ng as director of Asia Link and Form 45 Consent to act as director.

72 On 20 June 2011, Ms Kong sent an email to the accused requesting for the management accounts for the year ended 30 June 2010 which were required for the calculation of the stamp duty for the transfer of the shares to be effected as per P20 (see email P22).

73 On 20 July 2011, the management accounts for 2019 were faxed to LTN Management (see P23). She did not know who faxed the accounts. She testified that she received a call from Mr Liaw on the same day, and he informed her that the accused would be coming with the completed share transfer forms. Mr Liaw also told her to wait for him (Mr Liaw) to return to office before doing the stamp duty submission and the update of the transfers to ACRA. Her recollection was that Mr Liaw came to the office at around 6pm and the payment of the stamp duty and the update to ACRA was done thereafter.

74 She testified that the accused came to LTN Management on the same day (20 July 2011). She was unable to remember at what time the accused came. She said that Mr Liaw was not in the office then. The accused told her that he will wait for Mr Liaw. She stated that the accused brought the original share transfer form P13 and showed it to Mr Liaw. She noticed that the transferee and the consideration was different from what was stated in the share transfer forms P20 which she had prepared. She noticed that two signatures were present beside the consideration.

75 She disagreed that there was a typographical error in the share transfer form P20 which she had emailed. She disagreed that the accused and Mr Ng were asked to sign against the amendments on P13. It was her evidence that she had not met or spoken to Mr Ng. She added that if any amendments were required to be made to the share transfer form, the usual practice was to prepare a fresh copy.

76 She stated that she took the original transfer form P13 from the accused to do the stamping. She keyed in the assets and liabilities based on the management accounts P23 into the IRAS computer system for the system to calculate the stamp duty chargeable (see pg 15 of P18). Her recollection was that this was done at around 6pm and the accused was still in the office. She stated that the stamp duty was paid by LTN Management through its GIRO account. She proceeded to submit the update of the transfer to ACRA thereafter.

77 She said that the stamp duty paid was then invoiced to Asia Link. She handed the invoice to the accused on the same day. She stated that the accused paid the invoiced amount in cash on the same day.

Evidence of PW5 – Kan Cheok Heng (‘Mr Kan’)

78 Mr Kan is a senior employment inspector with the Ministry of Manpower (‘MOM’). In December 2019, he began investigations against the accused for offences under the Employment of Foreign Manpower Act (‘EFMA’).

79 As a result of the investigations, Asia-Link and the accused were debarred from applying for Work Passes for two years from January 2010 to January 2012. There was a further debarment for one year commencing from January 2012 which related to an investigation under the Employment Act of failing to pay salary and overtime payments due to employees.

80 On 12 August 2010, the accused was charged with fraudulently inflating Asia-Link’s foreign employee entitlement through the use of ‘phantom workers’ by falsely declaring on work permit application forms that Asia Link’s Central Provident Fund (CPF) account only included contributions to people who it employed. He was imprisoned for a term of eight weeks’ on 9 December 2011.

81 On 5 April 2012, the accused submitted an appeal letter to MOM to lift the debarment (see P28).

Evidence of PW6 – Ng Joo Kheong (‘Mr Ng’)

82 Mr Ng is the general manager of Sin Hong Thai. He joined the company in 2003 or 2004. He stated that Panshore worked closely with Sin Hong Thai on the projects which it obtained from KeppleFELS.

83 He was asked by his boss, Mr David Tan, to assist Panshore with documentation because Mr Kang and the other directors of Panshore are not proficient in English. He was not paid by Panshore for the assistance rendered.

84 Mr Ng drafted the joint venture agreement P3. He was informed by Mr David Tan of the terms that had been agreed between the accused and Panshore. He said the agreement was for Panshore to occupy the premises of Asia Link rent free in order to carry out projects awarded to it (Panshore) for a period of two years, with an option to renew the agreement by a further two years. The projects to be undertaken by Panshore at the premises related to the fabrication of steel plates for the oil rig infrastructure.

85 He said that Asia Link agreed to enter into the joint venture because it was unable to secure projects as it was not allowed to employ foreign workers by MOM. Mr Ng explained that the ability to hire foreign workers was critical because local workers are not prepared to work in the marine industry. He said Panshore had agreed because it was able to use the premises rent free to carry out the projects. The net profit of the projects were to be shared equally between Panshore and Asia Link.

86 He stated that subsequently clause 10 was added to the 1^st March 2011 agreement, and accordingly he added ‘Updated: 1st April 2011’. He printed three copies of the updated agreement. He said that P3 was signed at the office of Mr David Tan by Mr Kang on behalf of Panshore and by the accused on behalf of Asia Link. The accused was given a copy of P3.

87 Panshore started to renovate the premises after the agreement P3 was signed on or around 1 April 2011. Thereafter, Panshore commenced to carry out the projects at the premises. He stated that under the agreement, Panshore was to use the entire premises. However, the accused’s brother, Lim Thiam Chai, refused to move out and the waterfront was used by the accused wife’s company. In the end, Panshore was only allowed to use half the workshop and about one-third of the open yard. As for the waterfront, Panshore was only allowed to use it on one occasion when Keppel FELS’s Hercules crane had to lift some items. He said that Asia Link only made one or two payments of $6,000 towards the monthly utilities.

88 Subsequently, he came to know from Mr David Tan that the accused required money to pay the creditors of Asia Link and was requesting for a loan of $1m. Panshore agreed to make a first advance of $400,000 towards the loan. The accused requested for the cheque to be made out to his personal name as he claimed that the bank accounts of Asia Link had been garnished. On 8 June 2011, Panshore issued the cheque to the accused (see cheque P8). On the next day, the accused was asked to sign an IOU which was drafted by Mr Ng. The accused signed the note and Mr Ng signed as a witness (see P9).

89 Mr Ng was informed by Mr David Tan that the accused told him that Asia Link was indebted to the tune of $2.2m. Mr Ng was asked to check the accounts of Asia Link. However, the accounts were only available up to 30th of June 2006. Mr Ng contacted the accountants of Asia Link for the accounts. He was told that the accounts for 2007, 2008 and 2009 would only be released upon payment. The accused refused to make payment. Eventually, the payment was made by Mr Kang and the accounts for the three years were released (see P29 to P31). Mr Ng went through the accounts. He determined that the company was owing about $5 to $6m. His assessment was that the company was insolvent.

90 Mr Ng testified that after the $400,000 loan, the accused continued to harass Panshore to help Asia Link to pay its creditors. He said the accused was quite desperate and was asking for a further loan of $300,000. He stated that creditors of Asia Link were coming to the premises to demand for payment. And on one occasion, the bailiff came and seized equipment belonging to Panshore. He said Panshore had invested heavily in renovating the premises and they were concerned about disruption to their work activities and that they may be forced to move out of the premises.

91 He stated that Mr David Tan informed him that Panshore is willing to lend to Asia Link but only on condition that 51% of the shares of Asia Link were transferred to Panshore for no consideration. He said the accused agreed to the request.

92 Mr Ng agreed that he prepared the directors’ resolution dated 6 July 2011 appointing himself as a director of Asia Link and for the transfer of 765,000 shares from Lim Thiam Chai to Panshore and 765,000 shares from the accused to Panshore (see P38). He printed three copies of the resolution and passed it to the accused. After the accused and Lim Thiam Chai had signed thereon, he signed. He requested the accused to pass one copy to the company’s secretary.

93 Mr Ng also prepared the directors’ resolution dated 6 July 2011 to effect the name change of Asia Link to Ensafe Offshore Marine Private Limited. He prepared three copies of the resolution and they were signed by himself, the accused and Lim Thiam Chai. The signature of Lim Thiam Chai was procured by the accused. He explained that there was a need to change the name because there were many creditors coming to the premises to chase for payment. He said that Asia Link’s name was ‘very bad in the market’ and it was agreed that the name would be changed for a fresh start.

94 Mr Ng also prepared a directors’ resolution dated 6 July 2011 for the opening of Ensafe Offshore’s bank account with Overseas Chinese Banking Corporation (‘OCBC’). The resolution was signed by himself, the accused and Lim Thiam Chai. He confirmed that the bank account was opened and the signatories were Mr David Tan, Mr Kang, the accused and Lim Thiam Chai.

95 As regards the share transfer form P11 with a consideration of $1, he testified that it was first signed by the accused. He said another share transfer form relating to Lim Thiam Chai’s shares with a consideration of $1 was signed by Lim Thiam Chai. The accused handed to him the signed share transfer forms. Mr Ng signed as a witness to the accused’s signature. Mr Ng took possession of the share transfer forms to pass to Mr Kang to sign. After the share transfer forms were signed by Mr Kang and Mr Yu, and stamped with Panshore’s company seal, they were passed back to Mr Ng. Mr Ng then contacted the accused to collect the share transfer forms to hand to the company secretary.

96 After the accused collected the signed forms, he called Mr Ng and told him that he was unable to have the share transfer forms stamped with the $1 consideration without the latest audited accounts. The latest audited accounts were only up to 2006. Mr Ng told the accused to handle the issue. Subsequently, the accused called Mr Ng again about the same issue. He told Mr Ng that the consideration must be changed to par value ($765,000 each) and said that he would amend the consideration. He asked Mr Ng to sign against the amendment. Mr Ng replied that the share consideration was $1 and it would not be right to amend it. He also said that he had no authority to sign.

97 Mr Ng said that the accused came to his office at Sin Hong Thai. In his words, what happened thereafter was as follows^{[note: 4]}:

So, we left at that then, uh, he turned up at my office and say, look, you got to sign this or else I cannot, uh, process the share transfer. I cannot stamp it. So, um, I told him it cannot be done. I will not do it, uh, and even if I do it, uh, it is no use and have no effect. So, he said that, you don’t worry. Uh, just sign and then it will be okay. So, he kept, uh---he was very insistent then he kept badgering me. So, I thought about it. So I signed it to make him go away.

…

I’m not authorised for anybody, and I told Kenny that. I said, my signature is of no use and no effect. So, there are 2 points here, very important. The first point, I signed it because I---to let him go away, he was badgering me. And I thought in---it was quite clear in my mind that no company secretary worth his salt in his right mind would process this and accept this. Because these 2 documents are fundamentally flawed. The second point is, I signed it as a witness to his signature that’s why I signed next to him. In the same context I signed as a witness in the mid-section of this form. So, that’s it.

98 With regard to the blank share transfer form P20 which stated his name as transferee, Mr Ng said that he was unaware of the existence of the form until it was shown to him by the CAD in the course of investigations.

99 He stated that the terms of the loans were subsequently reduced in writing in an agreement dated 7 September 2011 (see P7) which was signed by Mr Kang on behalf of Panshore and the accused and Lim Thiam Chai on behalf of Asia Link. Panshore agreed to loan a further sum of $600,000 to Asia Link on condition that the accused and Lim Thiam Chai also loaned a sum of $400,000 to Asia Link. He said the accused was unable to account how the first $400,000 had been utilised. Mr Ng subsequently came to know that Panshore lent a further $300,000 to Asia Link. The cheque was issued by Ensafe Systems to Asia Link.

100 Under cross-examination, Mr Ng agreed that the amendment of the consideration from $1 to $765,000 was a big change. He said that he had only signed as a witness and had no authority to sign for Panshore. He disagreed that the share transfer form was not a forged document and the amendment was done with the consent of Panshore. He stated that the directors of Panshore were unaware of the amendment. He said that Panshore would not want to pay for the shares of a company which was insolvent. He disagreed that the shares were transferred to Panshore in order to get marine offshore projects. Mr Ng said that he is the Chairman of KeppelFELS Subcontractors Executive Council and there is no requirement that contractors must own or lease the premises at which the works is to be carried out.

101 He was referred to a letter by the liquidator wherein the liquidator stated that he (Mr Ng) had denied that there was a joint venture agreement between Panshore and Asia Link since 2011. Mr Ng answered that he was unable to recall what precisely he had said but agreed he told the liquidator that there was no joint venture. He said the joint venture was ‘frustrated’ because Panshore was not allowed to use the entire premises and Asia Link stopped paying $6,000 towards the monthly utilities after a few months and also stopped paying the rental of the premises.

Evidence of PW7 – Nellie Cheng (‘Ms Cheng’)

102 Ms Cheng is a Senior Forensic Scientist with the Health Sciences Authority (‘HSA’) who has specialised in document examination for about 17 years.

103 She testified that 44 exhibits marked ‘LSO-001’ to ‘LSO-044’ were submitted by CAO Seow Jing Min to her to determine if the writer of the specimen signatures ‘LSO-005’ to ‘LSO-044’ could have written the four questioned signatures in ‘LSO-001’ to ‘LSO-004’. ‘LSO-001’ to ‘LSO-003’ refer to the exhibits in P24, namely, Asia Link’s directors resolution on the change of its name dated 6th July 2011 (‘LSO-001’), Asia Link’s directors resolution on the appointment of a director and transfer of shares dated 6th July 2011 (‘LSO-002’) and Ensafe Offshore’s directors resolution on the opening of a bank account with OCBC dated 6th July 2011 (‘LSO-003’). ‘LSO-004’ refers to exhibit P3, which is the agreement between Panshore and Asia Link which was updated on 1 April 2011.

104 Upon examination, Ms Cheng put up a report dated 11 March 2021 (see P33). She opined that it is highly probable that the writer of the specimen signatures in ‘LSO-005’ to ‘LSO-044’ wrote the four questioned signatures in ‘LSO-001’ to ‘LSO-004’ respectively. She explained that there are eight levels of conclusions that are used by HSA (See P35 for the explanatory note on conclusions). The conclusion of it is highly probable ranks second highest in terms of identification of the writer. She explained that this conclusion is arrived at when there are significant similarities and no unexplainable differences noted between the questioned and the specimen handwriting and the possibility that another person has written it is not so remote to be negligible but it would be difficult to find at random another person whose writing is so similar and the possibility of simulation is equally unlikely.

105 She found the four questioned signatures which were made in the year 2011 to be moderately fluent in execution with no signs of hesitation or touching up. As for the specimen signatures, two of them were signed in 2011. The others were undated or made in 2017. She found the specimen signatures to be moderately fluent in execution with no inconsistencies in handwriting features amongst them. On comparing the four questioned signatures with the specimen signatures, she found significant similarities in handwriting features such as slant, formation and relative alignment of strokes between them. She illustrated the similarities in a comparison chart annexed to the report.

106 On 17 August 2020, she put up a second report in respect of a request by CAO Seow Jing Min to determine if the writer of the 41 specimen signatures in ‘LSO-005’ to ‘LSO-044’ could have written the questioned signature in ‘LSO-045’. She noted that ‘LSO-045’ is a non-original signature and explained that it therefore did not contain all the details present in the original document and did not carry information of whether the original signature was produced by pen ink or by printing.

107 Upon analysis, she determined that it is probable that the writer of the specimen signatures in ‘LSO-005’ to ‘LSO-044’ wrote the questioned signature in ‘LSO-045’. This is ranked third in the level of conclusions. She found the similarities to be the same as between the specimen signatures and the four questioned signatures in ‘LSO-001’ to ‘LSO-004’. She illustrated the similarities in a comparison chart attached to the report. She gave a lower level of conclusion due to the limitation of ‘LSO-045’ being a reproduction copy.

108 Under cross-examination, she was asked if the questioned signatures ‘LSO-001’ to ‘LSO-004’ could be coloured prints. Ms Cheng categorically rejected this suggestion. She explained that she examined the signatures using a microscope and determined that the four questioned signatures were produced by pen ink and were not produced by printing. However, for LSO-0045, she agreed the possibility could not be ruled out as the signature was non-original. She also pointed out that the three signatures on ‘LSO-002’ and ‘LSO-045’ respectively had differences and were not photocopies.

Evidence of PW8 – Tay Mei Ling (‘Mdm Tay’)

109 Mdm Tay is the wife of Mr David Tan. She is a shareholder of Sin Hong Thai. She is also a shareholder and director of Panshore. She is not involved in the operations of Panshore and does not go to the company. Her role is to sign the documentation.

110 She confirmed that she has heard of Asia Link. Her recollection was that she was informed by her husband that Asia Link and Panshore were involved in a project but she was unaware of the details.

111 She confirmed that she signed on Panshore’s directors’ resolution P10 to acquire 51% of the shareholding of Asia Link. She said that Mr Kang and Mr Yu had already signed the resolution before her. Mr Kang brought the resolution to Sin Hong Thai for her to sign. He explained to her that Asia Link wanted to borrow money and it was therefore required to transfer 51% of its shareholding for $1. She stated it was incorrect that the accused transferred 765,000 of his shares to Panshore for $765,000 because Panshore did not buy the shares.

112 She stated the revenue of Panshore was good in 2011 and it had no debts.

Evidence of PW9 – Yu Lai Ang (‘Mr Yu’)

113 Mr Yu is a director of Panshore and Ensafe Systems Pte. Ltd. The two companies have common directors but they are involved in different types of work. Mr Yu is involved in the operations of Ensafe Systems whilst Mr Kang is in charge of the operations of Panshore. Mr Yu’s involvement with Panshore was generally limited to the signing of documentation which required his signature as a director.

114 He was aware that Panshore and Asia Link were involved in a joint venture project. Mr Yu attended the first meeting on the collaboration for the joint venture together with Mr Kang and Mr David Tan with the accused. He said that Mr Kang was in charge of it thereafter.

115 He was told by Mr Kang that the financial position of Asia Link is not good. He was informed that Asia Link wanted to borrow money from Panshore. He was aware that Panshore loaned $400,000 to Asia Link. He was told that Asia Link was required to do a transfer of 51% of its shares unconditionally in return for the loan. Mr Yu confirmed that he signed Panshore’s directors’ resolution P10 to acquire the shares of Asia Link. He said Mr Kang explained that the shares were to be transferred unconditionally and the $1 consideration is required for the purposes of stamp duty.

116 He confirmed that he signed the share transfer form P11 on the request of Mr Kang. He was unable to remember where he was when he signed P11. He was able to remember that the consideration stated was $1 when he signed.

117 He was shown the share transfer form P13 with the amended consideration of $765,000. Mr Yu’s evidence was that he was not informed of the amendment. He was not informed by Mr Ng that he signed against the amendment. He testified that he also did not know why Mr Ng signed against the amendment. He found out from Mr Kang that the consideration was changed from $1 to $765,000 only after the civil suit was initiated by the accused.

Evidence of PW10 – Commercial Affairs Officer Seow Jing Min (‘CAO Seow’)

118 CAO Seow is the investigation officer. She stated that the police report against the accused was lodged on or around 7 November 2016. She recorded six statements from the accused under s 22 of the Criminal Procedure Code (Chapter 68) (‘CPC’). The defence did not object to the admissibility of all the statements. The six statements were admitted as P39 to P44.

119 The first statement P39 was recorded on 10 January 2017. The recording commenced at 11.36am. The accused chose to speak in Mandarin. She administered the warning under section 22 CPC to the accused and informed him that she was investigating offences under sections 465 and 191 of the Penal Code. CAO Seow posed questions in Mandarin. The accused answered her questions in Mandarin. She interpreted and typed his answers in English. She showed him some documents in the course of the recording of the statement. After she had finished recording the statement at 2.47pm, a Mandarin interpreter, Ms. Tan See Hua (‘Ms Tan’), was asked to interpret the statement. Ms Tan was not present during the recording. Ms Tan interpreted the statement. The accused was allowed to make amendments to the statement, which he did. At the end of the interpretation at 3.57pm, the accused was asked to sign against the amendments and to acknowledge by signing that he made the statement voluntarily and that it was true and correct. The accused was also asked to sign on the documents which he was shown. After the accused had signed, the interpreter and CAO Seow signed.

120 On the same day at 3.58pm, CAO Seow recorded the further statement P40. The statement was recorded in a similar manner. The recording of the statement concluded at 5pm. Ms Tan was then called to interpret the statement in Mandarin. The accused was allowed to make amendments to the statement, which he did. Ms Tan completed interpreting the statement at 7.15pm. The accused was then asked to sign on the statement and on the documents shown to him in the course of the recording, which he did. CAO Seow and Ms Tan also signed.

121 Thereafter, the accused was provided dinner. On the same day at 8:30pm, CAO Seow recorded the further statement P41. The statement recording ended at 9.23pm. Thereafter, CAO Seow requested CAO Kho Wee Chong Bernard (‘CAO Kho’) to interpret the statement as Ms Tan was not available. The accused was allowed to make amendments to his statement, which he did. The interpretation ended at 9:54pm. Thereafter the accused signed on the statement and the documents that were shown in the course of the recording. CAO Seow and CAO Kho signed thereafter.

122 On 1 February 2017 at 9.50am, CAO Seow recorded the next further statement P42. She completed the recording at 10.53am. Thereafter, she asked Ms Tan to interpret the statement in Mandarin. The accused was allowed to make amendments, which he did. After the interpretation ended at 11.50am, the accused signed the statement. CAO Seow highlighted that the statement wrongly stated that it was interpreted by herself. She pointed to the signature of Ms Tan to prove that the statement was interpreted by her.

123 The accused contacted CAO Seow a few days before 17 March 2017 and told her that he had some information that he wished to provide regarding the case. She requested him to come to CAD. The accused went to CAD on 17 March 2017. CAO Seow decided to record a statement from him. At 9.26am, she commenced recording the further statement P43. The accused spoke in Mandarin. She typed what the accused had said in English. Upon completion of the statement recording at 10.16am, she asked Ms Tan to interpret the statement in Mandarin to the accused. The accused was allowed to make amendments to the statement, which he did. Upon completion, the accused signed the statement. CAO Seow and Ms Tan also signed. The recording process completed at 10.57am.

124 In July 2017, the accused again contacted CAO Seow and told her that he wished to provide information regarding the case. CAO Seow agreed to see him. On 13th July 2017 at 10.04am, she recorded the further statement P44. She completed recording what the accused had to say at 10.26am. Upon completion, CAO Seow interpreted the statement in Mandarin. The accused was given an opportunity to make amendments. The accused made certain amendments in his own handwriting. The statement recording completed at 10.44am. Thereafter, the accused and CAO Seow appended their signatures.

125 CAO Seow ascertained that the stamp duty paid for the share transfers was $1,667.80 each. Asked if the stamp duty would have been different if the consideration for the shares was $1, she replied that there would have been no difference as the stamp duty is calculated based on 0.2% of the consideration of the transferred shares or the net asset value of the shares, whichever is higher. She explained that the net asset value of shares is calculated by dividing the number of shares with the net asset value of the company. She ascertained the net asset value of the transferred shares was in the region of $800,000. She stated that Mr Liaw provided Ensafe Offshore’s management accounts as of 31st July 2009 (P23) which were used to calculate the net asset value of the shares to her in the course of investigations.

126 CAO Seow seized P12 (copy of the forged share transfer form) from Mr Liaw. She was given P11(copy of the genuine share transfer form) by Mr Kang. She seized the minute book of Asia Link from the company’s liquidator. She said pages 1, 7, and 12 of P24 were inside the minute book. The other documents in P24 were provided by the accused.

127 Under cross-examination, CAO Seow agreed that the accused was concerned about the joint venture accounts. She said that she did not investigate into his allegation about the accounts because it was not within the scope of the investigation.

Prima facie case

128 At the close of the prosecution’s case, I was satisfied that there is some evidence, not inherently incredible, that satisfies each and every element of the four charges. The two courses were explained to the accused and he elected to give evidence. He did not call any other witness in his defence.

Defence case

Evidence of DW1 – Accused

129 The accused was the active director of Asia Link and his brother, Lim Thiam Chai, was a sleeping director. The accused has been in the shipping and metal industry since 1985. In 1995, Asia Link ventured into ship building. He obtained contracts from KeppleFELS.

130 He came to know Mr David Tan in 1990. He described him to be a nice person and said they were good friends. Mr David Tan would help him when he encountered work issues and referred works from KeppelFELS to Asia Link without asking for any commission.

131 In 2009, he was investigated by MOM for a ‘phantom workers’ scam. He was charged in 2010. He did not apply to engage foreign workers thereafter but would instead outsource the projects to other contractors.

132 In December 2010, Mr David Tan told him that he was looking for a place to do outsourced work for KeppleFELS. He told Mr David Tan that they could work together. Mr David Tan found the premises of Asia Link to be suitable. The accused said he initially thought Sin Hong Thai would use the premises. However, Mr David Tan told him that the collaboration will be with Panshore and his wife is a shareholder of Panshore. The accused agreed to enter into a joint venture agreement with Panshore. He said the terms of the agreement were discussed with Mr David Tan and Mr Ng. It was agreed that the net profit will be shared equally. Asia Link agreed to pay $6,000 towards the utilities monthly because another company Chia Hock Trading Co. Pte. Ltd. was at the premises. The written agreement for the joint venture (P3) was drafted by Mr Ng. The accused said he signed the agreement but he did not receive a copy.

133 Panshore renovated the premises before it started to occupy the premises. He said that Panshore was allowed to use the area marked green in D16.

134 He testified that he requested Mr David Tan to allow Mr Ng to be a director of Asia Link. Mr David Tan agreed. He introduced Mr Ng to Asia Link’s auditor and the company secretary, Mr. Liaw. He asked Mr Liaw to prepare a company resolution to appoint Mr Ng as a director of Asia Link.

135 He told Mr David Tan that he will transfer 50% of Asia Link’s shareholding to Mr Ng to express his sincerity in the joint venture project. In May 2011, Mr David Tan told him that Keppel FELS has a big project which Panshore would be undertaking. Mr David Tan then requested for 51% of Asia Link’s shares to be transferred to Panshore. He agreed because Asia Link was entitled to half the profits of the joint venture.

136 He asked Mr Liaw to send a share transfer form template to him. He claimed that he passed the share transfer template to Mr Ng. He told Mr Ng that he had agreed with Mr David Tan to transfer 51% of the shareholdings. He asked Mr Ng to handle the transfer with Mr Liaw and the auditors. He said that he had intended to transfer his shares to Mr Ng for a consideration of $1.

137 On 20 July 2011 (subsequently the accused changed his evidence and said it was on 21 July 2011), Mr Liaw informed him that the share transfer certificate is ready for collection and asked him to go to LTN Management’s office. At the office, Mr. Liaw showed him the share transfer form. He was informed by Mr Liaw that there was a typographical mistake in the amount and he has amended it to $765,000. He was told that Mr Ng was aware of the amendment and had signed against it. As Mr Ng is ‘David Tan’s people’, he trusted what Mr Liaw said and signed against the amendment. Accordingly, he denied that the share transfer form P13 is a forged document.

138 Asked if he knew why the consideration was changed from $1 to $765,000, he claimed that either Mr Ng or Mr Liaw informed him that the $1 consideration was only allowed if the transfer of shares was to Mr Ng but not to Panshore. He denied he was requested by Mr Liaw to provide the management accounts.

139 Mr Liaw showed him the IRAS receipt for the stamp duty that was paid. He was asked if he brought any money to make the payment. He replied that he will pay with a credit card. He passed the credit card to Ms Kong. After the payment was processed, he was given the share certificate and the registration of company certificate. He then left the office.

140 With respect to the loan agreement which was signed in September 2011 (P11), he denied that he requested for a $1m loan. He said the agreement was designed by Mr Ng, Mr David Tan and Mr Kang. With respect to the sum of $400,000, he said that projects worth about $1m had been executed by then. However, Asia Link was not given an account of the projects done. He said that his brother, Lim Thiam Chai, was making a lot of ‘noise’ about this. Mr David Tan told him that the net profit had not been determined yet. As a result, Mr David Tan decided that Panshore would disburse a sum of $400,000 in the interim.

141 In 2014, he consulted a lawyer, Mr Michael Moey, on how he could reclaim the transferred shares. In May 2014, Asia Link started a civil action against Panshore in the High Court.

142 He was referred to his affidavit affirmed on 14th November 2014 (P17) where he stated at [27], “Subparagrah 29(e) puts the cart before the horse. I had not been charged in March 2011. As such, the Company could employ foreign workers at that time.” He said the word “employ” meant that he could outsource work by engaging contractors and use their foreign workers.

Findings

1^st, 2^nd and 4^th charges

143 The 1^st, 2^nd and 4^th charges relate to the transfer of the accused’s 765,000 shares in Asia Link to Panshore.

144 As regards the 1^st charge under s 471 p/u s 467 Penal Code of fraudulently using as genuine the share transfer form P13 with the amended consideration by filing it in the civil suit, the key factual issue is whether the accused had reason to believe it to be a forged document. For the 2^nd charge under s 193 Penal Code, the factual issue is whether the accused had intentionally made a false statement in his affidavit to the effect that Panshore had agreed to buy his 765,000 shares for $765,000. For the 4^th charge under s 193 Penal Code, the issue is if the accused intentionally falsely stated that LTN Management made a typographical error of stating the consideration as $1 in the share transfer form and he was therefore asked to sign next to the amendment.

145 Section 467 relates to a forged document which purports to be a valuable security. Section 30 of the Penal Code defines valuable security as a document which is, or purports to be, a document “whereby any legal right is created, extended, transferred, restricted, extinguished, or released, or whereby any person acknowledges that he lies under legal liability, or has not a certain legal right.” The amended share transfer form is therefore a valuable security as it is a document that transfers legal rights and pursuant to which the ownership of the 765,000 Asia Link shares were transferred from the accused to Panshore.

146 Turning now to the central question of whether the amended share transfer form is a forged document in that it was fraudulently altered without lawful authority.

147 The evidence of Mr Kang was that he was unaware of the amendment to the consideration until after the Civil Suit was filed. In the close to three years after the transfer of shares, the accused did not ask Panshore for payment of the $765,000 or any part of it. Mr Kang wryly remarked, ‘If you did not sue us in the first place, we wouldn’t have known that there was an amendment on the transfer form.”^{[note: 5]} If indeed the shares were sold for $765,000, it would have been natural to expect that the payment terms would have been agreed upon. Also, it would have been natural for the accused to have asked for payment upon Panshore’s failure to make payment as agreed. However, the accused’s evidence was silent on the payment terms that were purportedly agreed and he gave no explanation why he did not demand for payment if it indeed was outstanding in the close to three years prior to filing the Civil Suit. The only explanation was that there was no payment due. Moreover, the clear evidence from the prosecution witnesses was that they would not have paid $1.5m for 51% of the shares because Asia Link was practically insolvent.

148 The backdrop to the share transfer was that around May 2011, Panshore had agreed to extend a loan of $1m to Asia Link to keep it afloat in the interests of the joint venture project. In order to ensure Panshore will be able to continue to operate from Asia Link’s premises which it required to execute the projects which had been secured, Mr Kang asked for 51% of the shareholding to be transferred to Panshore. This was to enable Panshore to gain control of Asia Link to ensure it will not be ousted from the premises. I rejected the accused's evidence that the shareholding was transferred in order for Panshore to secure contracts from KeppleFELs. There was simply no such requirement as testified to by Mr Ng who is the Chairman of KeppelFELS Subcontractors Executive Council. The accused at answer 402 of his statement P43 acknowledged that he was aware that Panshore was afraid that he may terminate the joint venture agreement. This answer was in accord with the evidence of the prosecution’s witnesses.

149 Turning now to the share transfer form. The following two facts are uncontroverted. First, the accused had signed a share transfer form on or around 6 July 2011 transferring his 765,000 Asia Link shares to Panshore for a consideration of $1 (see copy in P11). The signatories were Mr Kang and Mr Yu on behalf of Panshore. Mr Ng signed as a witness to the accused’s signature. Second, the consideration of $1 was amended to $765,000 by correction tape on the original share transfer form (see P13). The correction is visible by holding P13 to the light. Only the accused and Mr Ng had signed against the amendment.

150 The accused asserted that he was asked to sign against the amendment by Mr Liaw after Mr Ng had signed and he therefore did not have reason to believe that the share transfer form was forged.

Were the shares transferred to Panshore for a consideration of $765,000 or $1?

151 On 17 June 2011, the initial share transfer form template was forwarded by email to the accused by Ms Kong. The share transfer form template was filled in with the accused’s name as transferor, with the transferee as Mr Ng and the consideration as $1. These details were provided to Ms Kong by Mr Liaw who told her that he had received the instructions from the accused. Ms Kong carried out the instructions and emailed the forms with the details to the accused. The accused did not reply to the email.

152 On 20 June 2011, Ms Kong emailed the accused and requested him to provide the management accounts for the year ending 30 June 2010 (see P22). She explained that the accounts were required to calculate the stamp duty which was payable on the share transfer. The accused did not reply to her email.

153 The accused stated his initial intention was to transfer the shares to Mr Ng for $1. Mr Ng was unaware of the share transfer forms which were prepared in his name. He only came to know of it in the course of CAD’s investigations. It was the evidence of the prosecution witnesses that their intention was always for the shares to be transferred to Panshore which was a party to the joint venture agreement P3.

154 On 6 July 2011, Panshore passed a directors’ resolution to acquire 51% of the share capital of Asia Link (see P10). The consideration for the 765,000 shares each of the accused and Lim Thiam Chai was stated as $1 each. The evidence of the prosecution witnesses was that the shares were to be acquired at no cost but the consideration of $1 was required for the purposes of stamp duty.

155 The accused’s evidence on the consideration of the shares was like the swing of the pendulum. At [5] of his affidavit affirmed on 11 July 2014 (P16), he stated the shares were sold for $765,000. In his first CAD statement P39, he similarly said at answer 14 that the shares were sold for $1 each. In his subsequent CAD statement P42, at answers 344 and 345, he stated there was no discussion on the price. In the last CAD statement P44 at questions 428 to 429, he confirmed the shares were transferred for no money. Under cross-examination, when shown the amendment on the original share transfer form P13 and the copy of the original share transfer form P11, the accused agreed that the consideration of $1 in the original share transfer form was subsequently amended to $765,000. He admitted that there was no discussion on the price for the transfer of his shares.

156 In cross-examination, the accused had effectively conceded that the shares were not sold for $765,000. This concession was in accordance with the evidence of the prosecution witnesses that there was no consideration for the shares. He admitted that he signed the original share transfer form with the consideration of $1. This admission is also consistent with the evidence of the prosecution’s witnesses that they had signed the original share transfer form with a consideration of $1 as evidenced by the copy P11. It is also consistent with the contemporaneous documentary evidence, i.e. Panshore’s directors’ resolution P10 and Panshore’s financial statements for the year ending 30 June 2012 (P14) which reflected the consideration as $1. Further, it is consistent with the accused’s admissions in his statements P42 and P44 that he did not sell his shares and the shares were instead transferred ‘for no money’. His damning confession at answers 428, 438 and 439 in statement P44 are reproduced below.

Q 428:	So what is your version of events about the share transfer now?
A:	I did not sell my shares. I just transferred it to him for no money. But they (Liaw or Ng Joo Kheong, I don’t know) found out from IRAS that they cannot transfer the shares for $1lot.
…
Q 438:	In your affidavit, you said, “On or about 1 March 2011, I agreed to sell and the Plaintiff agreed to buy 765,000 of my shares for $765,000. Pursuant to the terms of the agreement, I transferred 765,000 shares to the Defendant. The Defendant has not paid for the shares to date. Do you agree this never happened?
A:	It never happened.
Q 439:	Then why would you say that in your affidavit?
A:	Because we wanted to get back our shares. So we have to use the last evidence, which is in ACRA it is $1 share to sue them. Our real purpose is we worked for 3 years 8 months yet they did not give us the accounts. They go and lie to the liquidator that there is no joint venture.

Was the consideration amended from $1 to $765,000 by LTN Management?

157 In his affidavit P18, the accused took the position that LTN had made a typographical error in stating the consideration as $1. Under cross-examination, he said that he did not know why the consideration was changed from $1 to $765,000. He said, “I do not know about it. I only signed the document when Liaw told me to do so.”^{[note: 6]}

158 The accused asserted that the share transfer form P13 was authentic because Mr Ng had signed it as the representative of Panshore. He tendered a “Certificate of Corporate Representative” of Panshore (D21) which states:

We, Panshore Engineering Pte Ltd, being the shareholder beneficially entitled to the issued capital of Ensafe Offshore Marine Private Limited formerly known as Asia Link Marine Industries Pte Ltd (hereinafter called “the Company” hereby certify that the director, Mr Ng Joo Keong as our representative to attend and vote on our behalf all General Meeting of the Company and to exercise on our behalf all powers as we as shareholders of the Company could exercise if we were an individual thereof.

The document D21 is undated. It was tendered during the defence case and as such the prosecution witnesses were not questioned on it. The document was obtained by the accused during the civil trial. At one stage, he said it was exhibited in Mr Ng’s affidavit. It is clear that document D21 only authorised Mr Ng to “attend and vote” on behalf of Panshore at general meetings of Ensafe Offshore. D21 was not a carte blanche for Mr Ng to sign any document on Panshore’s behalf. The directors’ resolution P10 stated “That Mr Kang Wak Chia be and is hereby authorised to sign all documents for and on behalf of the Company, necessary to give effect and complete the aforesaid transactions.” It is thus plain that Mr Kang was the authorised representative insofar as the share transfer was concerned. It was Mr Kang and Mr Yu who signed the share transfer form P13. Mr Ng had only signed in the capacity of a witness. Further, the accused was also aware that Mr Ng held no position in Panshore. This is clear from answer 32 of his CAD statement P39 that Mr Ng is under Sin Hong Thai and [4] of his affidavit P17 where he stated that Mr Ng holds no position in Panshore.

159 It was also not Mr Ng’s evidence that he was authorised to sign against the amendment as the representative of Panshore. In fact, he did not inform Mr Kang, Mr Yu and Mr David Tan about the amendment. Mr Ng testified that he had signed because the accused told him that the share transfer could not be stamped at $1. He said that he signed against the amendment because the accused was ‘badgering’ him to do so.

160 With regard to the veracity of Mr Ng’s explanation, it is significant that in answer 428 of his CAD statement P44, the accused made reference to the fact that ‘But they (Liaw or Ng Joo Kheong, I don’t know) found out from IRAS that they cannot transfer the shares for $1.’ Although the accused attributed the statement to either Mr Liaw or Mr Ng, it makes no sense for either of them to have made such a false claim to justify the amendment as they did not stand to benefit from it. The fact of the matter is that having signed P13, there was simply no cause or reason for anyone else, apart from the accused, to amend the value of the consideration. I accepted Mr Ng’s evidence that the accused made such a representation to him and he signed pursuant to the accused’s persistence.

161 I accepted Mr Ng’s evidence that he passed the signed share transfer form P13 with the consideration of $1 to the accused. I found that it was the accused who brought the amended share transfer form P13 to LTN Management as testified to by Mr Liaw and Ms Kong, and it was not the case that LTN Management had received it from someone else and realised it had made a typographical error in respect of the consideration and amended the share transfer form. Mr Liaw was quite bewildered when the accused asked him why the consideration was amended from $1 to $765,000. He replied^{[note: 7]}:

When accused, uh---when---when he submitted the form back to us, huh, it---it---it was, uh, 765,000. Yah, and---and the---the original---uh, I mean, the transfer form prepared by us, you never got back, what. And also, the name of the transferee is also different. So how can you ask me?

162 The interaction that Ms Kong and Mr Liaw had with the accused in connection with the share transfer form P13 was on 20 July 2011. On the said day, LTN Management received the management accounts for the year ending 31 July 2009. The accounts were faxed at 12.52pm (P23). The details of the sender did not appear on the fax. I accepted Ms Kong’s evidence that Mr Liaw called her to inform her that the accused would be coming over to LTN Management in connection with the stamping of the share transfers and the update to ACRA.

163 As regards what happened on 20 July 2011, it was Ms Kong’s evidence that the accused came before Mr Liaw and he said that he would wait for Mr Liaw. It was their evidence that the accused brought with him P13 and the documents in P24. Both of them testified that the accused came around 5pm. However, the objective evidence showed that their recollection as to the timing was inaccurate because the update to ACRA took place at around 2.36pm.

164 I accepted Mr Liaw’s evidence that LTN Management did not prepare P13. LTN Management was only involved in preparing the share transfer forms in P21 which were emailed to the accused. Mr Liaw noticed the amendment to the amount on P13 when it was handed to him by the accused. He also noted that the transferee was different from that in P21. Mr Liaw stated the usual practice is to prepare a fresh transfer form when there is an amendment. He explained why this was not done as follows^{[note: 8]}:

In fact---I mean, at first, I was hesitating, you know, to proceed with the stamping. But, uh, Mr. Kenny Lim was very insistent. He say that I must get this done today, because his company will go into joint venture with Panshore Engineering, and Mr. Ng Joo Kheong will be the person to take over his, uh, management of his company. So, must get it done today.

I found Mr Liaw’s evidence to have a stamp of truth and accepted why he agreed to proceed with the stamping.

165 In this regard, it is pertinent that the accused’s initial position was that he went to LTN Management on 20 July 2011. In fact, he corrected Mr Liaw during cross-examination and put to him that he went to his office on 20 July 2011 instead of 6 July 2011. Mr Liaw conceded that he made a mistake as he was confused by the document date and accepted the correct date was on 20 July 2011. In evidence-in-chief, the accused also initially stated that he went on 20 July 2011. However, he subsequently did an about-turn and claimed that he went on 21 July 2011. This belated position was also contrary to what he stated in his voluntary statements to the CAD in 2017. In statement P42, he stated at answers 371 and 376 that he went to LTN Management on 20 July 2011.

166 In addition to the accused’s own admissions in his statements and what he had put to Mr Liaw, the evidence of Ms Kong and Mr Liaw was supported by the invoice dated 20 July 2011 (P25) which was issued for the stamp duty and other outstanding amounts. In this regard, Mr Liaw agreed that the stamp duty is payable by the transferee. He candidly stated that he was unable to remember if he had advised the accused of his fact. His evidence is set out below^{[note: 9]}:

I cannot remember. But normally, we will---we will---we will mention to---to client that, you know, that stamp duties is to be---to be borne by the transferee. But in a lot of instances, you know, that the transferor just paid on behalf or just absorb it, and that we don’t know.

167 Although Mr Liaw and Ms Kong’s recollection was that the accused paid in cash, the accused’s evidence was that he in fact paid by credit card. He said^{[note: 10]}:

He asked me whether I brought any money with me, I told him I did not. But I said I have a credit card. So, I gave him my credit card. Mr. Liaw then passed my credit card to Ms. Kong.

The accused in his statements P42 (answer 357) and P44 (answer 425) also stated that he paid for the stamp duty with a credit card. The payment of $5,000 is reflected in the bank statement of Ensafe Offshore.

168 In the upshot, I found that it was the accused who brought the amended P13 to LTN Management on 20 July 2011. I rejected the evidence of the accused that he went on 21 July 2011. It was plain that he gave that evidence in an attempt to distance himself from the share transfers which were executed on 20 July 2011. I found that his claim that LTN Management had made a mistake in the consideration and he was asked to sign against the amendment to be groundless. It was concocted by the accused to explain the amendment.

169 Accordingly, I was satisfied beyond a reasonable doubt that the accused had lied in his affidavits and had fraudulently used as genuine the amended share transfer form in the Civil Suit because he was disgruntled with the joint venture agreement.

3^rd charge

170 The backdrop to this charge under s 193 Penal Code is Mr Ng’s affidavit sworn on 9 October 2014 (P37) where he stated the following at [29(e)]:

As the Company [Asia Link] and Lim Seong Ong faced difficulties in employing foreign workers following the investigations for improper employment practices, the Defendant [Panshore] took up the responsibility to provide the skills, expertise, equipment and funding required for incoming projects introduced by the Defendant [Panshore] as part of the Joint Venture.

The subject-matter of the third charge is [27] of the accused’s affidavit affirmed on 14 November 2014 (P17) where he rebutted what Mr Ng stated as follows:

Subparagraph 29(e) puts the cart before the horse. I had not been charged in March 2011. As such, the Company could employ foreign workers at that time.

171 Paragraph 29(e) of Mr Ng’s affidavit stated the impetus for Asia Link to enter into the joint venture P3 as being the result of its difficulties in employing foreign workers due to MOM’s investigations. Similarly, Mr David Tan, whose evidence I accepted, testified that the accused approached him to work with Asia Link because he was unable to employ foreign workers as a result of MOM’s investigation. Mr David Tan declined to do so, but he introduced Mr Kang to the accused. The introduction eventually led to the signing of the joint venture P3.

172 The accused in his response specifically referred to the time frame of March 2011. By doing so, he was clearly referring to the joint venture agreement which was agreed upon in March 2011. The accused refuted that Asia Link had entered into the joint venture because it had difficulties in employing foreign workers. He did this by asserting that Mr Ng had put the cart before the horse because he had not been charged as of March 2011 and therefore Asia Link could still employ foreign workers.

173 The uncontroverted fact is that the investigations against the accused began in December 2009, and Asia Link’s first debarment period to employ foreign workers for two years took effect in January 2010 and was extended upon its expiry by one year. Another uncontroverted fact is that the accused was charged on 12 August 2010 with 100 counts of making false declarations under s 22(1)(d) of the Employment of Foreign Workers Act (Cap 91A).

174 The question had to be repeated several times before the accused conceded that the sentence “I had not been charged in March 2011.” was incorrect. With respect to the next sentence “As such, the Company could employ foreign workers at that time.”, the accused sought to explain it by saying “What I meant was that I did employ foreign workers but it was the contractor’s foreign workers. So, probably, he may have misunderstood my meaning.” By ‘he’, the accused alleged that his counsel, Mr Michael Moey, may have misunderstood him. Cross-examined by the learned DPP on his explanation, the accused’s answers were as follows:

Q Cou---yes, thank you. And at paragraph 27, you said, “As such, the company---”, and I’ve already showed you that the company you meant Asia Link. You said, “The company could employ foreign workers at that time.” You didn’t say “The subcontractors employ---could employ foreign workers at that time.” You said Asia Link.

A But if you were to ask me, I really do not know how to explain. You should be asking my lawyer Mr. Michael Moey because he will be in a better position to answer this.

Q No, Mr. Lim, I should be asking you because this is your affidavit that you submitted to Court. This is an affidavit you made on oath. And you just agreed with me you know it’s illegal to lie on oath. So, don’t try to push it to your lawyer. Now, this sentence---coming back to this sentence, “As such, the company Asia Link”, right, “could employ foreign workers at that time.” I’m---I’m going to ask you a very simple question, is this sentence true or false?

A Frankly speaking, at that time, I did not really look at this sentence caref---look at this sentence carefully. For this sentence, “the company could employ foreign workers”, this is a very common sentence. If you want to look at it as a whole, I would have to trouble the DPP to get Mr. Michael to explain this because I really do not have any means to explain this. My English is not good.

…

Q And to make sure that the contents are accurate, you must understand what you wrote in the affidavit, correct?

A I know but if my lawyer can speak Mandarin, I would not have any problem at all.

175 The accused later went on to admit that his counsel is able to speak in Mandarin. He said that he spoke to his counsel ‘[s]ometimes Mandarin, sometimes English’. It was therefore untrue that his counsel was unable to communicate in Mandarin. It is not unusual for the accused to speak in both languages as that was how he tended to communicate in the course of the proceedings and he had to be reminded to stick to his chosen language. Asked which part of the two sentences he did not understand, the accused gave the following evidence:

Court:	Now, we are not talking about linking. Just taking these 2 sentences as they stand on their own. So, may we know your evidence, do you understand these 2 sentences or you do not? And these 2 sentences are, “I had not been charged in March 2011. As such, the company could employ foreign workers at that time.”
Witness:	I do not understand.
Court:	Okay. So, is there any particular word in these 2 sentences that you do not understand?
Witness:	Your Honour, it’s very difficult for me to say. I really do not understand the meaning of it.

It is plain that the accused knew the two sentences were in simple English and he therefore could not say he was unable to understand. Instead of giving a direct answer, he tried to fudge by saying it is difficult for him to say. He is a polytechnic graduate. He understands English and had in fact corrected the Court interpreter’s interpretation at times. I rejected his evidence that [27] was incorrectly drafted.

176 I found the accused’s explanation for [27] of his affidavit to be an afterthought. In [16] of the same affidavit, he stated: “It may be noted that I was only convicted in 2012, after the Defendant had taken over the running of the Company on about March 2011.” In [27], he stated categorically that he had not been charged yet, and “as such” the company could still employ foreign workers. The accused was thus intentionally asserting an untruth by taking the position in his affidavit that the debarment was effective only upon his conviction which came much later.

177 I found that in order to counter the evidence of Mr Kan from MOM that the debarment took place when investigations were afoot in January 2010, the accused fabricated his account that he was referring to Asia Link utilising the foreign workers of its sub-contractors. If that was indeed the situation, the workers would not have been employed by Asia Link, and he would accordingly not have stated that “As such, the Company could employ foreign workers at that time.” The accused could have simply stated he could subcontract the works to contractors who had foreign workers. I found that he failed to make any mention of subcontracting the works because this belated account was untrue.

178 His voluntary statements to CAD confirm that his explanation in court was concocted. In his statement P40 recorded on 10 January 2017 at 3.58pm, he was asked at question 251 why he had stated at [27] of his affidavit that he not been charged in March 2011. He then gave a different explanation. He said “I was very blur about the dates at that time.” The accused was referred to his earlier statement P39 which was recorded at 11.26am on the same day where he was asked at question 23:

Question 23:	Tell me more about Asia Link’s previous conviction.
Answer:	Because of the MOM case in 2009, we had to send back all the foreign workers. From 2011, we could not hire any workers at all. That’s why we had to enter the joint venture.

It is plain from answer 23 that the accused was certain that Asia Link was unable to hire foreign workers from 2011. In Answer 23, he admitted that Asia Link’s impetus to enter into the joint venture was due to this difficulty. This was consistent with [29(e)] of Mr Ng’s affidavit and Mr David Tan’s evidence. Further, in an appeal letter dated 5^th April 2012 (P28) to lift the debarment to employ foreign workers, it was stated at para 2: “All our foreign workers were terminated and sent back to their home country, resulting in the company having no foreign workers in our employment to date.” In para 4, it was stated, “One critical consequence of this is that we are unable to continue operations at the same level as before, and the Company suffered significant financial losses as he are unable to complete and deliver to our customers as contracted.”

179 The letter P28 which the accused signed was consistent with answer 23 in his CAD statement (P39) which recounted the dire consequences to Asia Link as a result of its inability to employ foreign workers. I was satisfied that the accused had stated the truth in answer 23 and his evidence in court that he was referring to workers of sub-contractors at para 27 of his affidavit was contrived and patently false.

180 Accordingly, I was satisfied beyond a reasonable doubt that the accused had intentionally stated falsely at [27] of his affidavit that he had not been charged in March 2011 and therefore Asia Link could employ foreign workers at that time. Accordingly, he was found guilty and convicted on the 3^rd charge.

181 In conclusion, there were certain issues raised relating to the joint venture agreement, the failure to furnish the accounts of the joint venture, the loan agreement P7 and the meeting with the liquidator, which I have not expressly dealt with in the grounds of decision as I did not find those issues to relate to the charges.

Address on Sentence

182 The prosecution sought a term of two years’ imprisonment on the s 471 p/u s 467 charge, and nine months imprisonment on each of the three s 193 charges, making an aggregate sentence of 2 years and 9 months imprisonment.

183 The prosecution submitted that there are three serious aggravating factors. First, the offences were committed in order to substantiate a bogus civil claim against Panshore which involved a significant sum of $765,000. It was submitted that Panshore has expended much time and resources to defend the fraudulent claim and its legal fees were approximately $550,000 to-date.

184 Second, the offences were premediated and deliberate. The accused had chosen to tell brazen lies in his affidavits.

185 Third, the offences were hard to detect. In this regard, it was submitted that the forgery was detected only after Panshore conducted an inspection of the original share transfer form during discovery in the civil suit.

186 The prosecution also submitted that there are no mitigating factors. The accused has demonstrated a complete lack of remorse. It was emphasised that his conduct during investigations and trial was deceitful, evasive and inconsistent on crucial issues.

Defence submissions on sentence

187 The accused is 60 years of age. He is married with two children, aged 24 years and 23 years old.

188 The accused, together with his brothers, Lim Thiam Chai and Lim Thiam Boon, started Asia Link in 1995. The accused was the co-director of the company with Lim Thiam Chai from 1995 up until the company wound up sometime in March 2013.

189 For the charge under s 471 p/u s 467, learned counsel stated that he was unable to find any case ‘on all fours’. He cited four cases which involved the forgery of cheques. The cases are summarised below.

(a) Public Prosecutor v Loke Chee Kwong [2012] SGDC 334

The offender faced 62 charges, out of which 12 charges were under s 467 Penal Code and related to the forgery of cheques. He was the finance manager of a company. Over a period of close to two years, he caused the company to make unauthorised payments totalling $644,997.48 to himself by forging 12 company cheques. He pleaded guilty and made full restitution. He received four months’ imprisonment for the charge relating to $43,500, 10 months’ imprisonment for the charge relating to $97,500, 15 months’ imprisonment for the charge relating to $157,522.48, nine months’ imprisonment for the charge relating to $94,954.78 and seven months’ imprisonment for the charge relating to $71,447.81. His total sentence was 36 months’ imprisonment.

(b) Public Prosecutor v Brenda Ng Lay Yen [2013] SGDC 256

The offender faced 75 charges which were property-related. Nine of the charges were under s 467 Penal Code which related to the forgery of cheques. The total quantum involved was $6,609,473 and she made repayments of $2,238,415 to the victims. She pleaded guilty. She received two weeks’ imprisonment for the charge relating to $4,576, three weeks’ imprisonment for the charge relating to $6,000, five weeks’ imprisonment for the charge relating to $22,580 and six months’ imprisonment for the charge relating to $95,520. Her total sentence was 120 months’ imprisonment.

(c) Public Prosecutor v Long Yaw Nan (DAC 23212/27 & Ors)

The offender was a remisier. He forged four withdrawal forms in the name of his client. Based on the forms, he issued four cheques in the name of his client. He forged three of the cheques by re-typing his name as the payee. The cheques totalled $60,000. The charges relating to the three cheques were under s 467. He also faced other charges. He pleaded guilty and no restitution was made. He was sentenced to 12 months imprisonment on the s 467 charges. His total sentence was 42 months imprisonment.

(d) Public Prosecutor v Chan Hon Wai [2015] SGDC 123

The offender faced four charges under s 467 Penal Code and three other charges. He was a financial controller of a company and issued charges from the company to himself by forging the cheques. The amounts in the two charges proceeded with were $3,370.50 and $9,202. He had antecedents related to forgery. He pleaded guilty. No restitution was made. He was sentenced to 15 months’ imprisonment for the s 467 charges with both sentences ordered to run consecutively. His total sentence was 30 months and three weeks’ imprisonment.

190 In relation to the four cases, it was said that the offenders were in a position of trust and the forgeries were more complex. It was submitted that Panshore has not suffered any loss arising from the forgery as the civil case had not been determined. Learned counsel submitted for a sentence of six months’ imprisonment.

191 In relation to the three section 193 Penal Code charges, learned counsel also submitted for a term of six months’ imprisonment each. He referred to the case of PP v Tok Ching Sim [2019] SGDC 219 where the charge under s 193 related to an Affidavit of Evidence in Chief (AEIC) which the offender filed in a civil suit. The facts were that a car had collided into a truck-mounted attenuator (‘TMA’) on the back of a truck. Only the TMA was damaged. The owner of the truck sent the truck and TMA to the offender’s workshop for repairs. The workshop engaged appraisers to evaluate the cost of repair. The appraisers estimated the cost of repair to be $47,000 in a survey report. The workshop issued an invoice of $47,000 as cost of repair of the TMA. The owner of the truck commenced a civil claim against the owner of the car. The offender affirmed an AEIC in the civil suit stating that the TMA was repaired in accordance with the recommendations in the survey report. This statement was false because the offender had bought a replacement TMA for $38,000, and he did not repair the TMA in accordance with the survey report. The offender made the false statement in his AEIC in an attempt to inflate his claim against insurers. He eventually filed a supplementary affidavit in the suit and admitted he had replaced the TMA for $38,000. There was no evidence of loss occasioned due to the offender’s false statement. He was sentenced after a trial to six months’ imprisonment.

Sentence

Section 471 p/u s 467 charge

192 Section 471 p/u s 467 Penal Code carries mandatory imprisonment up to 15 years. The relevant sentencing purposes are general deterrence and retribution. The only issue is the length of the imprisonment term. This turned on an assessment of the offence seriousness which is determined by the culpability in committing the offence and the harm that the offence caused or was likely to cause.

193 In terms of harm, I noted the objective was to substantiate a false claim for the payment of $765,000. This is not a small amount. In Nomura Taiji and Others v PP [1998] 1 SLR(R) 259, the four offenders were charged with aiding one Okada to fraudulently use as genuine, a forged bank draft valued at ¥1.27 trillion by attempting to encash the bank draft. The trial judge made a finding that there was ‘a great deal of planning and organisation’ amongst the offenders. The High Court in reducing the sentences held that the amount of the loss which could have resulted was an important factor to be considered, but it is not in every case that the sentence should reflect proportionately to the amount of the loss which could result to the victim. The High Court factored into account that the scam was so ridiculous and absurd that it would never have succeeded in any event in reducing the sentences to 30 months’ imprisonment and to 24 months’ imprisonment against two offenders.

194 Whilst it is not an element of the offence that the accused committed the forgery, and in fact there is no evidence that he did so himself, it is relevant to have regard to the nature of the forged document in determining the weight to be given to the amount. In this regard, there was no sophistication in the manner in which the forgery was done. It was done simply by applying correction tape and typing the amended figure. I did not agree with the prosecution that the forgery was hard to detect. Panshore was entitled to inspection of the original document, which they eventually did. By holding the document to the light, one is able to see the original figure. All in all, whilst the value of the claim is high, this is a forgery which is unlikely to succeed in its objective.

195 Whilst the forgery is unlikely to succeed, the circumstance of the use of the forged share transfer form in the course of judicial proceedings was in fact more serious than the circumstance of an employee forging a cheque in the course of employment to encash it. This is because it involved the thwarting of the proper administration of justice and showed the accused’s lack of regard for the solemn nature of an affidavit and judicial proceedings.

196 It also ensnared Panshore in having to defend the false claim. It has been subjected to the inconvenience of having to invest time and resources to defend the bogus claim. With respect to the prosecution’s submission that the legal costs chalked up by Panshore have reached half a million, the claim of $765,000 is not the only claim in the civil suit. There is a more complicated claim for breach of the joint venture agreement and a counterclaim by Panshore. As the legal costs incurred cannot be attributed solely to the bogus claim, I did not find the submission to be appropriate. In addition, ‘costs follow the event’, although Panshore may not fully recover all of its legal costs.

197 As regards culpability, the offence was committed with deliberation about three years after the share transfer was executed. After the civil suit commenced, the accused took steps to affirm an affidavit and attached the scanned copy of the forged share transfer form in support of the bogus claim. In the course of the criminal proceedings, the accused sought to brazen it out by taking inconsistent positions and being evasive. He behaved as if he had done nothing wrong throughout the proceedings. His lack of remorse was a relevant aggravating factor (see Thong Sing Hock v Public Prosecutor [2009] 3 SLR(R) 47 at [56]-[61]). I assessed his culpability to be moderate.

198 The sentencing precedents cited by the prosecution related to the forgery of cheques. In PP v Lau Tien Chen [2015] SGDC 196, the offender’s accomplice was an employee who had abused his position as an accounts clerk to forge three cheques in the sums of $1,985,452.22, $850,000 and $745,000 (TIC charge) by making them out in the name of the offender so that he could deposit the cheques into his personal account and withdraw the proceeds. The plan was for the both of them to flee to Thailand after the monies were withdrawn. The offender managed to withdraw a sum of $202,200. No restitution was made. He received six years’ imprisonment in total. As regards Ganesh s/o Pakirisamy Rajoo [2013] SGDC 393, the offender faced 20 charges under s 471 p/u s 467, four charges under s 414 and four charges under s 468 of the Penal Code. The s 471 charges related to the forgery of cheques which he had stolen. The offences were committed against people whom he knew or had a relationship with. The total amount involved was $339,000 and a sum of $191,193.89 was recovered. He received a total term of 36 months’ imprisonment. I found these two cases to be of very limited value in comparing sentences due to the enormous difference in the circumstances. I make the same observation with regard to the four cases cited by the defence (PP v Loke Chee Kwong [2012] SGDC 334, Public Prosecutor v Brenda Ng Lay Yen [2013] SGDC 256, PP v Long Yaw Nan (DAC 23213/2007 & Ors) and Public Prosecutor v Chan Hon Wai [2015] SGDC 123).

199 Having regard to all the circumstances, I assessed the appropriate sentence to be 18 months’ imprisonment for the 1^st charge.

Section 193 charges

200 As regards the three charges under s 193 of the Penal Code, they carry mandatory imprisonment up to seven years. Offences of giving false evidence in a judicial proceeding undermine the very foundation of the justice system. The need for general deterrence is the principal consideration.

201 As regards the level of sentencing, I noted the cases cited by the prosecution and the defence, which are summarised below:

(a) Tai Mui Teck v PP [2003] 3 SLR(R) 139

The offender faced six charges under s 193 Penal Code. He instituted a civil suit against three employees for breach of contract and exhibited consultancy agreements and payment vouchers which did not bear the genuine signatures of the three employees to deny their counterclaim for CPF. It was not known who had manufactured the false documents. The offender fabricated a story around the false documents. The civil suit was to be settled via Consent order. On appeal, the individual sentences were reduced to six months’ imprisonment, and the total sentence was accordingly reduced to 18 months’ imprisonment.

(b) Tok Ching Sim v PP [2009] SGDC 219

This case has been summarized at [191]. The offender made false statements in his affidavit in respect of the TMA that was repaired at a cost of $47,000 when it was in fact replaced at a cost of $38,000 in an attempt to inflate his claim against insurers so that he could ensure he made a profit from the job assignment. He was convicted after a trial and was sentenced to six months’ imprisonment.

(c) PP v Ng Ai Tiong [2000] 1 SLR(R) 1

The offender was convicted of abetting one Ong to make a false admission that he had taken a loan from one Yong which he had intended to use to buttress his defence to a civil claim, an offence under s 193 read with s 116 Penal Code. He was sentenced to one year’s imprisonment.

202 The individual sentences in the three precedents ranged between six months to one year’s imprisonment. I also had regard to the other precedents summarised in the Sentencing Practice of the Subordinate Courts (3^rd Edn) where the sentences ranged from one month (described to be an exceptional case) to 3½ years’ imprisonment.

203 With respect to the second charge, I noted the false claim involved a sum of $765,000. For the fourth charge, the accused continued to maintain his bogus claim by dragging in LTN Management by falsely asserting that it had made a typographical error in stating the value of the shares. I determined that the sentence must be higher than in Tok Ching Sim where the offender eventually filed a supplementary affidavit in the civil suit and admitted his falsehood. I also determined that the sentence should be below the one year term imposed in Ng Ai Tiong which was more serious as it involved the attempted securing of a witness to give false evidence. I therefore agreed with the prosecution’s submission for a sentence of nine months’ imprisonment on the second and fourth charges.

204 In respect of the third charge which pertains to the accused’s false rebuttal as to why the parties entered into a joint venture, I noted that the mischief arising from the false statements was less serious. Accordingly, I imposed a lower term of four months’ imprisonment, which is below the general norm of six months’ imprisonment.

205 The sentence of 18 months’ imprisonment on the 1^st charge and the four-month term which relate to distinct matters were ordered to run consecutively, making a total of 22 months’ imprisonment.[Context] [Hide Context]

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^{[note: 4]}NE 31 August 2020 at pg 61, lines 15 to 23 & pg 62, line 9 to 19

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