Public Prosecutor v Nancy Tan Mee Khim

• Jurisdiction: Singapore
• Judge: Siva Shanmugam
• Judgment Date: 07 October 2020
• Neutral Citation: [2020] SGDC 230
• Court: District Court (Singapore)
• Hearing Date: 07 January 2020,06 January 2020,19 March 2020,03 June 2020,02 April 2020
• Docket Number: District Arrest Case No 940646 of 2017, Magistrate’s Appeals No 9423-2020-01
• Plaintiff Counsel: Kenneth Chin (Attorney-General's Chambers)
• Defendant Counsel: Singh Ranjit (Francis Khoo & Lim)
• Subject Matter: Criminal Procedure and Sentencing,Sentencing
• Published date: 15 October 2020

Principal District Judge Siva Shanmugam:

The accused, a 43-year-old female, claimed trial to one count of dealing in securities without a capital markets services license under Section 82 (1) of the Securities and Futures Act (“SFA”).

The accused was convicted at the conclusion of trial and sentenced to eight months’ imprisonment. She has since filed a notice of appeal against her conviction and sentence.

The Charge

The charge against the accused reads as follows:

DAC-940646-2017

You, are charged that you, between July 2013 and December 2015, in Singapore, Noble Consulting Group Pte Ltd (“Noble Consulting”), a company of which you were a director at the material time, did carry on a business of dealing in securities, a regulated activity as defined in the Second Schedule of the Securities and Futures Act (Cap 289, 2006 Rev Ed) (“SFA”), to wit, by dealing in the securities of Krish Chartered Bus Services Pte Ltd, Glen Iris (Int’l) Pte Ltd, Soilwood Pte Ltd, Adydas Marine Services Pte Ltd, T S Marine Engineering Services Pte Ltd, and Scantech Marine Pte Ltd, without holding a capital markets services license, and Noble Consulting has thereby committed an offence under s 82(1) punishable under s 82(3) of the SFA, and further that the above offence was committed with your consent as director of Noble Consulting, and you are therefore liable to be proceeded against and punished for the same under s 331 of the SFA.

The Agreed Statement of Facts

The Agreed Statement of Facts (“ASOF”) is reproduced below.

“INTRODUCTION

1. The accused is Nancy Tan Mee Khim, a female 41-year-old Singaporean. Between July 2013 and December 2015, she was the managing director of Noble Consulting Group Pte Ltd ("Noble"). Noble was in the business of helping small and medium enterprises raise funds by crowdfunding from the public. Between July 2013 and December 2015, Noble helped to raise a total of $15,355,000 for the following companies:

S/no	Client Company	Amount raised (S$)
1.	Krish Chartered Bus Services Pte Ltd ("Krish")	2,185,000
2.	Glen Iris (Int'1) Pte Ltd ("Glen Iris")	4,730,000
3.	Soilwood Pte Ltd ("Soilwood")	6,345,000
4.	a) Adydas Marine Services Pte Ltd b) T S Marine Engineering Services Pte Ltd c) Scantech Marine Pte Ltd (collectively referred to as "the Marine Group Companies")	2,095,000
	Total	15,355,000

These companies are hereinafter referred to as the "Client Companies".

POLICE REPORTS

2. Over 2015-2016, 23 police reports were made against Soilwood and one report was made against Glen Iris, for defaulting on their repayment obligations. It appeared from the reports that Noble was the company through which the informants learnt about investment opportunities in the companies that defaulted.

NOBLE’S BUSINESS

3. On 12 March 2013, the accused and one Steven Ling Hoe Khing ("Steven") set up Angel Capital Consultancy Pte Ltd ("Angel Capital"). On 3 June 2014, the accused renamed Angel Capital with Noble's present name¹ . Some time in July 2014, Steven resigned from Noble. 4. Apart from Krish, which was introduced to Noble via Steven's personal connections, Noble sourced its Client Companies through newspaper advertisements and a loan broker. Noble conducted general checks to assess if the companies were profitable. Noble requested the companies to provide financial statements for the last two years, a list of their past, current and future projects, and documents evidencing payments the companies received for past projects. Prior to taking on Soilwood as a client, the accused had visited one of Soilwood's construction projects. 5. In May 2014, the accused received a phone call from a Monetary Authority of Singapore ("MAS") officer enquiring about a newspaper advertisement that Noble had put up regarding one of its public seminars as mentioned in paragraph 10 below. The MAS officer advised Nancy to seek legal advice to ensure that Noble's activities were in compliance with all applicable laws, rules and regulations in Singapore. 6. The companies listed at paragraph 1 above approached Noble to help them raise funds via crowdfunding, and Noble entered into Consultancy Agreements with each of them to do so.

S/no	Client Company	Date of Agreement
1.	Krish2	11 July 2013 ("Exclusive Agency Agreement") - (Tab 1)
2.	Glen Iris	25 January 2014 ("Consultancy Agreement" ) - (Tab 2)
3.	Soilwood	28 January 2014 ("Consultancy Agreement") - (Tab 3)
4.	Marine Group Companies	31 December 2014 ("Consultancy Agreement") - (Tab 4)

7. Through these agreements, the respective companies agreed to: a. appoint Noble as their exclusive advisor for raising funds via crowdfunding for a period of two years; and b. pay Noble a commission of 15% of the funds which Noble raised for them via crowdfunding. 8. After being appointed by the respective companies, Noble solicited investments from the public for its clients. To that end, Noble: a. organised seminars (which Noble advertised in the Straits Times); b. took part in investment exhibitions and fairs; c. created marketing materials, such as brochures and flyers, and disseminated them to potential investors; and d. appointed around 10 - 13 agents as portfolio consultants to solicit lenders; 9. At the said seminars, exhibitions, and fairs, Steven, the accused, and representatives of the client companies would make presentations to members of the public, and/or answer questions regarding: a. Noble's role (e.g. to "scout and filter businesses"; to provide a platform for "funders to leverage on local businesses that fulfil the necessary benchmarks like profitability, cash flow etc."); b. the Client Companies' businesses; c. the projects which the Client Companies required funding for; and d. the terms of the funding/ investments that the Client Companies were seeking (e.g. interest rates, minimum funding/ investment amounts). 10. Noble organised seminars, and took part in investment exhibitions and fairs on the following days:

S/no	Client Company	Seminars/ exhibitions	Date	Venue	Personnel present	Marketing materials3 disseminated
1.	Krish	2 seminars	Between August and October 2013	Raffles City Hotel	-Two directors of Krish -Steven, accused and consultants	-Advertisements in The Straits Times -Presentation slides, brochures and flyers
2.	Glen Iris	1 seminar	March 2014	YMCA	-Director of Glen Iris -Steven, accused and consultants	Ditto
3.	Soilwood	10 to 12 seminars	From February 2014 onwards	YMCA	-Director of Soilwood -Steven, accused and consultants	Ditto
1 exhibition	August/ September 2014	Invest Fair at Suntec City
4.	Marine Group	1 exhibition	March/ April 2015	SMART Expo at Marina Bay Sands	-Accused and consultants	- Presentation slides, brochures and flyer - Posters

11. Under the accused's directions, Noble's representatives (including Steven, the accused, and Noble's portfolio consultants) encouraged the public to invest in the Client Companies, telling them that these companies had good future prospects. Investments /loans were offered at these rates:

Borrower	Investment/ Loan amount (S$)	Interest rate per quarter/month	Tenor
Krish	25,000	1.5% per month	12 months
50,000	2% per month
100,000	2.25% per month
Soilwood4	25,000	5% per quarter (revised to 4% - Jul 2014 onwards)	18 months
50,000	6% per quarter (revised to 5% - Jul 2014 onwards)
100,000	7% per quarter (revised to 6% - Jul 2014 onwards)
Glen Iris	50,000	4% per quarter	12 months
100,000	5% per quarter
200,000	6% per quarter
Marine Group Companies	50,000	3% per quarter	18 months
100,000	4% per quarter
200,000	5% per quarter

12. Immediately after the presentations at the seminars, exhibitions, and fairs, Noble's portfolio consultants would immediately guide interested persons to fill up a reservation form with their personal particulars, and the amount they were willing to loan/invest. The reservation form would also state the rate of return on the proposed investment/loan. Anyone could invest/lend in/to the Client Companies through Noble, as long as they had the money except for moneylenders. 13 The consultants would later follow up with the persons who filled up reservation forms by collecting a cheque for the investment/loan amount, and obtain the person' s bank account details. The consultants would pass the person' s cheque and bank account details on to the accused or Steven, who would deposit the cheque into the Client...