(delivering the Judgment of the Board): These appeals are brought in applications under section 130 of the Companies Act by each of the two appellants for leave to act as directors and promoters or to be otherwise directly or indirectly concerned or take part in the management of companies in Singapore. Each of the appellants had been convicted of an offence under section 39(4) of the Companies Act, the substance of the offence being the unlawful issue of letters of invitation to members of the public to subscribe for shares in a company.

The appellants are two of five active participants in an ingenious scheme to unload upon unsuspecting members of the public at a price of $30,000 per share, 2000 shares in a public company, C.C.C. (Holdings) Ltd (herein called "C.C.C.") which the participants had caused to be issued to themselves as nominees for companies which they or their respective families controlled. Those shares had been issued as bonus shares. In the case of the two appellants Gan and Quek, the private company was one that was wholly-owned by members of the Quek family. The Quek family also own three holding companies with "Hong Leong" in their names which in their turn control four listed public companies in Singapore including Hong Leong Finance Ltd. In the words of the Court of Appeal "the financial empire controlled by the three Hong Leong Holding companies is as vast as it is enormous". Hong Leong Finance Ltd itself was said by the Court of Appeal to rank among the biggest of financial institutions in Singapore, including banks.

The appellant Quek was described by the Court of Appeal as being himself a prominent business man. Prior to his conviction on February 13, 1983 of an offence under section 39(4) of the Companies Act, he had been director, managing director or governor of 41 companies in the group controlled by the Quek family which in the courts below were referred to as "the Hong Leong Group". These included all four listed public companies in the group. The appellant Gan was group manager of two of those listed public companies including Hong Leong Finance Ltd. He was also director of nine other companies in the Hong Leong Group. So neither appellant was an innocent abroad in a business world of which company prospectuses were a familiar feature.

The facts as to origin of the scheme which resulted in the convictions of the five participants, the history of its evolution and the final form in which a start was made to put it into effect are set out in lucid detail in the judgment of the Chief Justice. They were accepted by the Court of Appeal and thus amount to concurrent findings of fact with which it would be contrary to their Lordships' practice to interfere. Since reference to these judgments is readily available their Lordships do not find it necessary to do more than state in barest outline how the scheme was meant to work.

1 The vehicle chosen by the participants for extracting a total of $60,000,000 from 2000 selected members of the public was C.C.C. Its intended business was to carry on a prestigious proprietary social club upon premises then in course of erection on a four-acre site in Singapore in which C.C.C. did not have a freehold interest but had been granted a ten year lease only by a private company in the Hong Leong Group. The purchase of the freehold of the site by that private company and the erection of the club premises on it had been financed by mortgaging it to Hong Leong Finance Ltd in an amount which was in excess of $15,000,000 by April 2, 1984 when the appellants sent out to a number of their acquaintances letters of invitation to purchase shares in C.C.C. These letters of invitation formed the subject of the criminal charges brought against the appellants for contraventions of section 39 of the Companies Act.

2 Shortly before the letters of invitation were sent out the authorised share capital of C.C.C. was raised from $5 million to $20 million consisting of 4000