Bangkok, July 4, 2016 - The SEC has suspended the approval of {X1} Securities (Thailand) Co., Ltd. as financial advisor and the approval of {A} as the company's supervisor of financial advisory operation for deficiencies in providing financial advisory services to the initial public offering (IPO) of a company, and deficiencies in performing duties as independent financial advisor (IFA) of another listed company. In light of such suspension order, {X1} Securities is still able to operate other businesses under other licenses granted by the SEC.
The SEC?s inspection has revealed that {X1} Securities and {A} failed to perform duties of independent financial advisor for the IPO applicant with due care, causing deficiencies in the following matters:
(1) deficient due diligence on a transaction of investment disposal that had a significant impact on the financial statements of the IPO applicant, and the payment of a large sum of consultant fee for services the applicant might never receive; such actions affected the applicant's prudent management; (2) insufficient monitoring of related party transactions that may have invoked a conflict of interest and damage to the IPO applicant with regard to a group of major shareholders owing a large amount of unpaid debts, causing a significant impact on the applicant's financial statements; (3) failure to examine the disclosure of material information in the IPO filing to ensure completeness and adequacy for investors? decision-making with regard to the real cause of the temporary closing of the appliant's manufacturing factory, which may have affected the income and earning of the applicant significantly.
In performing the duties of independent financial advisor, {X1} Securities and {A} failed to conduct a careful, professional due diligence on an acquisition of assets to ensure accurate and complete conclusion before preparing and disclosing the IFA report even though there was material inconsistency with the information disclosed via the Electronic Information System of the Stock Exchange of Thailand and that appearing in the contracts related to such asset acquisition. In addition , they failed to conduct a due diligence on the appropriateness of the assumption imposed on an asset price appraisal.
Due to their deficiencies above, {X1} Securities and {A} are deemed to have contravened the Notification of the SEC Office concerning Granting of Approval for Financial Advisors and Scope of Work. The SEC, therefore, has suspended the approvals of {X1} Securites and {A} as financial advisor and financial advisory supervisor throughout the remaining periods of their approvals and banned them from re-entering the industry for the total of two years, starting from June 30, 2016.
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Notes:
1. {X1} Securities (Thailand) Co., Ltd. can still operate other businesses under other licenses and approvals granted by the SEC, namely brokerage, dealing and underwriting of securities, private fund management, and derivatives selling agent;
2. The IPO applicant has withdrawn the IPO filing and has not conducted any public offering. In addition, the IFA report in this case has been revised according to the latest updated information.