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any prescribed written law or any requirement imposed thereunder, any rule of law, any
contract or any rule of professional conduct.
(4)
Nothing in this section shall compel an advocate and solicitor —
(a)
to furnish or transmit any material or copy thereof that contains; or
(b)
to disclose,
a privileged communication made by or to him in that capacity.
(5)
An advocate and solicitor who refuses to furnish or transmit any material or copy
thereof that contains, or to disclose, any privileged communication shall nevertheless be
obliged to give the name and address (if he knows them) of the person to whom, or by or on
behalf of whom, the privileged communication was made.
(6)
A person is not excused from making an oral statement pursuant to an order made under
subsection (1)(d) on the ground that the statement might tend to incriminate him.
Offences under this Part
90.—(1) Any person who —
(a)
without reasonable excuse refuses or fails to comply with an order under section
89(1)(b), (c) or (d);
(b)
in purported compliance with an order made under section 89(1)(b) or (c), furnishes
to the Authority or transmits to a regulatory authority any material or copy thereof
known to the person to be false or misleading in a material particular; or
(c)
in purported compliance with an order made under section 89(1)(d), makes a
statement to the Authority that is false or misleading in a material particular,
shall be guilty of an offence.
(2)
Any person who is guilty of an offence under subsection (1)(a) shall be liable on
conviction —
(a)
in the case of an individual, to a fine not exceeding $50,000 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 $5,000 for every day or part thereof during which the
offence continues after conviction; or
(b)
in any other case, to a fine not exceeding $100,000 and, in the case of a continuing
offence, to a further fine not exceeding $10,000 for every day or part thereof during
which the offence continues after conviction.
(3)
Any person who is guilty of an offence under subsection (1)(b) or (c) shall be liable on
conviction —
(a)
in the case of an individual, to a fine not exceeding $50,000 or to imprisonment for
a term not exceeding 2 years or to both; or
90
(b)
in any other case, to a fine not exceeding $100,000.
Immunities
91.—(1) No civil or criminal proceedings, other than proceedings for an offence under
section 90, shall lie against any person for —
(a)
furnishing to the Authority or transmitting any material or copy thereof to the
Authority or a regulatory authority of a foreign country if he had furnished or
transmitted that material or copy in good faith in compliance with an order made
under section 89(1)(b) or (c);
(b)
making a statement to the Authority in good faith and in compliance with an order
made under section 89(1)(d); or
(c)
doing or omitting to do any act, if he had done or omitted to do the act in good faith
and as a result of complying with such an order.
(2)
Any person who complies with an order referred to in subsection (1)(a) or (b) shall not
be treated as being in breach of any restriction upon the disclosure of information or thing
imposed by any prescribed written law or any requirement imposed thereunder, any rule of
law, any contract or any rule of professional conduct.
PART 7
OFFENCES
Offences by corporations
92.—(1) Where, in a proceeding for an offence under this Act, it is necessary to prove
the state of mind of a corporation in relation to a particular conduct, evidence that —
(a)
an officer, employee or agent of the corporation engaged in that conduct within the
scope of his or her actual or apparent authority; and
(b)
the officer, employee or agent had that state of mind,
is evidence that the corporation had that state of mind.
(2)
Where a corporation commits an offence under this Act, a person —
(a)
who is —
(i)
an officer of the corporation, or a member of a corporation whose affairs are
managed by its members; or
(ii)
an individual who is involved in the management of the corporation and is in
a position to influence the conduct of the corporation in relation to the
commission of the offence; and
(b)
who —
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(i)
consented or connived, or conspired with others, to effect the commission of
the offence;
(ii)
is in any other way, whether by act or omission, knowingly concerned in, or
is party to, the commission of the offence by the corporation; or
(iii)
knew or ought reasonably to have known that the offence by the corporation
(or an offence of the same type) would be or is being committed, and failed
to take all reasonable steps to prevent or stop the commission of that offence,
shall (if this is not already an offence under section 94(1)) be guilty of the same offence as is
the corporation, and shall be liable on conviction to be punished accordingly.
(3)
A person mentioned in subsection (2) may rely on a defence that would be available to
the corporation if it were charged with the offence with which the person is charged and, in
doing so, the person bears the same burden of proof that the corporation would bear.
(4)
To avoid doubt, this section does not affect the application of —
(a)
Chapters V and VA of the Penal Code (Cap. 224); or
(b)
the Evidence Act (Cap. 97) or any other law or practice regarding the admissibility
of evidence.
(5)
To avoid doubt, subsection (1) also does not affect the liability of the corporation for
an offence under this Act, and applies whether or not the corporation is convicted of the
offence.
(6)
In this section —
“corporation” includes a limited liability partnership within the meaning of section 2(1)
of the Limited Liability Partnerships Act (Cap. 163A);
“officer”, in relation to a corporation, means any director, partner, chief executive,
manager, secretary or other similar officer of the corporation, and includes —
(a)
any person purporting to act in any such capacity; and
(b)
for a corporation whose affairs are managed by its members, any of those
members as if the member was a director of the corporation;
“state of mind” of a person includes —
(a)
the knowledge, intention, opinion, belief or purpose of the person; and
(b)
the person’s reasons for the intention, opinion, belief or purpose.
Offences by unincorporated associations or partnerships
93.—(1) Where, in a proceeding for an offence under this Act, it is necessary to prove the
state of mind of an unincorporated association or a partnership in relation to a particular
conduct, evidence that —
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