​​​​​​

-Unofficial translation-
​The Notification of the Ministry of Finance
Re: Prescription of Conditions for Securities Company to Apply for
Approval of Person to be Major Shareholder (as amended)​

Clause 1 In this Notification:

"securities company"¹ means any legal entity obtaining the license to undertake securities business which is not:

(1) any legal entity supervised by any other governmental agencies before obtaining securities business license;

any legal entity company obtaining securities business license in any other categories exempted by the SEC’s Notification on the ground that the major shareholder’s qualifications will not affect trustworthiness in regard of undertaking such securities businesses;

"major shareholder" means any person directly or indirectly holds shares of securities company exceeding ten percent of voting shares of such company;

"financial institution" means any financial institution in accordance with law on interest on loan granted by financial institution;

"SEC Office" means the Office of the SEC.

Clause 2 No securities company shall allow any person to have control over its administration or management except for exercise of shareholder’s right in shareholder meeting or management under agreement approved by the SEC Office in accordance with Section 104 of the Securities and Exchange Act B.E. 2535.

Clause 3 Securities company shall file with the SEC Office an application for approval of person to be a major shareholder in accordance with the form specified by the SEC Office as follows:

(1) in case where any person would be major shareholder because company increased its capital, securities company shall file an application for approval prior to the date on which securities company sells shares issued for the purpose of increasing its capital causing such person to be major shareholder;​

 (2) in case other than (1), securities company shall file an application for approval within fourteen days from the date on which securities company knows or should have known that there is major shareholder not obtaining approval from the SEC Office.

Clause 4 ² Subject to Clause 5 and Clause 6, person eligible to obtain the SEC Office’s approval to be major shareholder of securities company shall not have the following disqualified characters:

(1) has been named by the Stock Exchange of Thailand as a disqualified person to serve as the executives of listed company;

(2) has been tried in any criminal proceedings instituted by the authority in accordance with law on securities and exchange, in the offences of unfair securities trading practices, or fraudulent or dishonest management;

(3) has been tried in any criminal proceedings instituted by the authorities in accordance with law on protection and suppression of money laundering;

(4) was convicted by the court’s final judgment on the offences relating to property committed with dishonest intent;

(5) was convicted or fined on any count of offenses as specified in (2) or (3);

(6) was fired, discharged, or given a notice to resign from the position as a result of dishonest acts;

 (7) has been removed from the position of chairman, director, or manager on accordance with Section 144 or Section 145 of the Securities and Exchange Act B.E. 2535;

 (8) has worked in the manner likely to be dishonest;

 (9) made any material false statement or acted knowingly to conceal any material which should have been expressly disclosed [in order to make such statement not misleading], in applying for approval to be the major shareholder of the securities company or in any other report required to be filed with the SEC Office or SEC;

(10) has worked in the manner indicating lack of ethic or standard in undertaking financial institution business or for professionals engaging in financial business;

 (11) has been suspended the business operation by the Thai or foreign authorities empowered to supervise financial business or has been barred from serving as executive or being major shareholder of regulated legal entity;

 (12) has been revoked the business undertaking by the Thai or foreign authorities empowered to supervise financial business or has been barred from serving as the executive or the major shareholder of the supervised legal entity and, at present, has not been permitted to undertake the business or to serve as the executive or to be the major shareholder of regulated legal entity;

 (13)​ has disqualified characters as prescribed by the Thai or foreign authorities empowered to supervise financial business which prohibiting this person from undertaking the business or serving as executive or being major shareholder of regulated legal entity.

Where person in the first paragraph is a legal entity, directors or partners of such legal entity shall not have the disqualified characters as specified in (1) to (13).

Clause 5³ Where person to be major shareholder in the securities company having disqualified characters in accordance with Clause 4(4), (5),(6),(7),(8),(9), or (10), the SEC Office shall be empowered to specify the period of time or conditions to bar such person from being major shareholder of securities company; provided that severity of such person's behavior shall be taken into account. Further, the specified so period shall not be longer than five years from the date on which such person is released from punishment passed by the judgment, the Settlement Committee orders such person to pay fine, or the authorities empowered to supervise and consider such person's behavior passes its consideration.

Provision of the first paragraph shall, mutatis mutandis, be applicable to major shareholder of securities company subsequently having disqualified characters in accordance with Clause 4(4),(5),(6),(7),(8),(9) or (10).

Factors, which may be taken into account in considering severity of behavior in accordance with the first paragraph, shall be specified by the SEC Office's Notification.