Singapore legislation
Clause 253
Clause 253
Criminal liability for false or misleading statements
(1)
Where an offer to the public of shares in or debentures of, or units of shares in or debentures of, a corporation for subscription or purchase, or an invitation to the public to subscribe for or purchase shares in or debentures of, or units of shares in or debentures of, a corporation is made in or is accompanied by a prospectus or profile statement and —
a false or misleading statement is contained in —
the prospectus or the profile statement; or
any application form for the shares or debentures, or units of shares or debentures;
there is an omission to state any information required to be included in the prospectus under section 243 or 244 or there is an omission to state any information required to be included in the profile statement under section 246, as the case may be; or
there is an omission to state a new circumstance that —
has arisen since the prospectus or the profile statement was lodged with the Authority; and
would have been required to be included in the prospectus under section 243 or 244, or required to be included in the profile statement under section 246, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,the persons referred to in subsection (4) shall be guilty of an offence even if such persons , unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.
(2)
For the purposes of subsection (1), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person made the statement without having reasonable grounds for making the statement.
(3)
A person shall not be taken to have contravened subsection (1) if the false or misleading statement, or the omission to state any information or new circumstance, is not materially adverse from the point of view of the investor.
(4)
The persons guilty of the offence are —
the person making the offer or invitation;
if the offer or invitation is made by a corporation, each director of the corporation;
if the offer or invitation is made by a corporation, a person named in the prospectus or the profile statement, with his consent, as a proposed director of the corporation;
an underwriter (but not a sub-underwriter) to the issue or sale of the shares or debentures, or units of shares or debentures, named in the prospectus or the profile statement with his consent;
a person named in the prospectus or the profile statement with his consent as having made a statement —
that is included in the prospectus or the profile statement; or
on which a statement made in the prospectus or the profile statement is based,but only in respect of the inclusion of the statement; and
any other person who made the false or misleading statement, or omitted to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance, as the case may be.
(5)
Where a prospectus relating to any shares in or debentures of, or any units of shares in or debentures of, a corporation is issued and the prospectus omits to state any matter required to be stated as prescribed by the Authority, each director of the corporation and other person responsible for the prospectus shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.