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SEC amends investor service and communication rules to support NC bond sales



Wednesday 9 April 2025 | No. 84 / 2025


Bangkok, 9 April 2025 – The Securities and Exchange Commission (SEC) has amended the rules concerning investor service provision and communications for securities companies to support offering for sale of subordinated bond issued by securities companies or derivatives business operators that are used in capital calculation (Net Capital Bond: NC bond). The amendments aim to ensure that service provision to investors is appropriate and aligns with the risks of the products. 

Currently, rules on providing investor services and communication of securities company regarding offering for sale of high-risk or complex capital market products do not cover the provision of NC bonds. The SEC has therefore amended the governing rules with the following key points:  

  (1)  Specifying NC bond as a high-risk or complex capital market product;  

  (2)  Requiring the offering of NC bond to comply with the rules on communication and investor services for high-risk or complex capital market products, for example:  

        (2.1)  To provide information so that investors understand the characteristics and risks of the products, as well as to warn about relevant risks;

        (2.2)  To provide a knowledge test for investors regarding NC bond that mature upon company dissolution, prior to their first-time investment in such product.

The notifications concerning the aforesaid amendments* will become effective on 16 April 2025.  

Remark: 

* Three relevant notifications are:  

1. Notification of the Capital Market Supervisory Board No. Tor Lor Thor. 20/2568 Re: Rules related to Personnel in Capital Market Businesses (No. 19), dated 4 April 2025: (https://publish.sec.or.th/nrs/10677p_r.pdf )

2. Notification of the Office of the Securities and Exchange Commission No. Sor Thor. 16/2568 Re: Rules in Details related to Communication and Investor Service Provision for  Securities Companies and Derivatives Business Operators (No. 17), dated 4 April 2025:  (https://publish.sec.or.th/nrs/10678p_r.pdf) 

3. Notification of Guidelines No. Nor Por. 3/2568 Re: Guidelines for Sales and Service Provision related to Capital Market Products Being Investment Units and Debt Securities, dated 4 April 2025: (https://publish.sec.or.th/nrs/10680p_r.pdf)





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Building Confidence in the Capital Market
NEWS
Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 84 / 2025 Wednesday 9 April 2025
SEC amends investor service and communication rules to support NC bond sales

Bangkok, 9 April 2025 – The Securities and Exchange Commission (SEC) has amended the rules concerning investor service provision and communications for securities companies to support offering for sale of subordinated bond issued by securities companies or derivatives business operators that are used in capital calculation (Net Capital Bond: NC bond). The amendments aim to ensure that service provision to investors is appropriate and aligns with the risks of the products. 

Currently, rules on providing investor services and communication of securities company regarding offering for sale of high-risk or complex capital market products do not cover the provision of NC bonds. The SEC has therefore amended the governing rules with the following key points:  

  (1)  Specifying NC bond as a high-risk or complex capital market product;  

  (2)  Requiring the offering of NC bond to comply with the rules on communication and investor services for high-risk or complex capital market products, for example:  

        (2.1)  To provide information so that investors understand the characteristics and risks of the products, as well as to warn about relevant risks;

        (2.2)  To provide a knowledge test for investors regarding NC bond that mature upon company dissolution, prior to their first-time investment in such product.

The notifications concerning the aforesaid amendments* will become effective on 16 April 2025.  

Remark: 

* Three relevant notifications are:  

1. Notification of the Capital Market Supervisory Board No. Tor Lor Thor. 20/2568 Re: Rules related to Personnel in Capital Market Businesses (No. 19), dated 4 April 2025: (https://publish.sec.or.th/nrs/10677p_r.pdf )

2. Notification of the Office of the Securities and Exchange Commission No. Sor Thor. 16/2568 Re: Rules in Details related to Communication and Investor Service Provision for  Securities Companies and Derivatives Business Operators (No. 17), dated 4 April 2025:  (https://publish.sec.or.th/nrs/10678p_r.pdf) 

3. Notification of Guidelines No. Nor Por. 3/2568 Re: Guidelines for Sales and Service Provision related to Capital Market Products Being Investment Units and Debt Securities, dated 4 April 2025: (https://publish.sec.or.th/nrs/10680p_r.pdf)