|
| |
CHAPTER 5
SECURITIES EXCHANGE
DIVISION 1 ESTABLISHMENT
 SECTION153.
- There shall be established a Securities Exchange referred to as the
"Securities Exchange of Thailand" with the object of undertaking the securities
exchange operations as follows, without the distribution of profits.
- Providing the service of being a centre for trading of listed securities
as well as providing the system and method of trading of securities in such centre;
- Undertaking any businesses relating to the Securities Exchange, which are
the rendering of services relation to listed securities by acting as a clearing house,
securities depository centre, securities registrar, the rendering of services on
securities data or similar businesses;
- Undertaking any businesses other than (1) and (2) with the approval of
the SEC. The Securities Exchange under the first paragraph shall be a juristic person.
- SECTION
154.
- The Securities Exchange shall have the power to do any acts within the
scope of its objects as referred to in Section 153. Such power
shall include the power to:
- acquire, own, hold any proprietary rights, possess, rent or lease, hire
purchase, grant of hire purchase, transfer of accept transfer of the rights to lease or
hire purchase, mortgage or accept mortgage, sell, or dispose by any other means movable or
immovable properties;
- borrow or lend money as well as make investment for profit.
- SECTION155.
- No person other than the Securities Exchange which is established under
this Act shall engage in the business of securities exchange or similar businesses.
- SECTION156.
- No person other than the Securities Exchange shall, in the operation of
its business, make use of the name or the description of "Securities Exchange"
or "Stock Exchange" or other words having the same meaning.
- SECTION157.
- Securities which may be traded in the Securities Exchange shall be listed
securities in accordance with Division 4 of this Chapter.
- SECTION158.
- A securities company which acts as a broker or an agent for the trading
of securities in the Securities Exchange must be a member of the Securities Exchange.
 DIVISION
2 BOARD OF DIRECTORS OF THE SECURITIES EXCHANGE
- SECTION
159.
- There shall be a board of directors of the Securities Exchange comprising
not more than five persons appointed by the SEC and not more than five persons elected by
members referred to in Section 158 to serve as directors and the
manager of the Securities Exchange who shall ex officio be director of the Securities
Exchange.
- The persons appointed by the SEC under the first paragraph shall have an
excellent knowledge of, and experience in, the operations of the Securities Exchange,
securities or financial businesses and at least one person shall be a senior executive of
a company whose securities are listed in the Securities Exchange.
- The board of directors of the Securities Exchange shall elect a director,
who is not the manager of the Securities Exchange, to be the chairman and may also elect
another director of the Securities Exchange to be the vice-chairman.
- SECTION160.
- Director of the Securities Exchange shall have the qualifications and
shall not possess any of the prohibited characteristics as follows:
- having a Thai nationality;
- not being or having been a bankrupt;
- not having been imprisoned by the judgement of a court which is final
unless the offence is related to an act of negligence or a petty offence;
- not being a civil servant having a permanent position or salary, a
political official or an officer or employee of any government organization or state
enterprise or district office or an elected member of a district council or district
administration;
- not being a director who has been removed from the position by a
resolution of the SEC.
- SECTION161.
- Directors of the Securities Exchange, except for the manager of the
Securities Exchange, shall hold office for a term of two years. When one year of the first
term of office has elapsed, two of the SEC-appointed directors and two of the
member-elected directors shall be retired by means of drawing lots. Retirement from the
office by means of drawing lots shall be deemed retirement upon the expiration of the term
of office.
- The directors who retire upon the expiration of the term of office may be
re-appointed but shall not hold office for more than two consecutive terms.
- SECTION
162.
- Apart from the expiration of the term of office, the office of the
director of the Securities Exchange shall be vacated upon:
- death;
- resignation;
- removal by resolution of the SEC;
- lack of qualification or possession of prohibited characteristics under Section 160. In cases where the office of a director of the Securities
Exchange is vacated prior to the expiration of the term of office, the SEC or the members
under Section 158 shall appoint or elect another person to assume
the office, as the case may.
- SECTION
163.
- The provisions of the second paragraph of
Section 10, the second paragraph of Section 11, Section 12 and Section 13 shall
apply mutatis mutandis.
- SECTION164.
- The board of directors of the Securities Exchange shall appoint the
manager of the Securities Exhange who shall receive salary and other remunerations as
specified by the board of directors of the Securities Exchange.
- The manager of the Securities Exchange shall hold office for a term of
not exceeding four years and may be re-appointed.
- SECTION165.
- The manager of the Securities Exchange shall:
- have qualifications and not possess the prohibited characteristics under Section 160;
- be able to work full-time for the Securities Exchange.
- SECTION166.
- Apart from the expiration of the term of office, the position of the
manager of the Securities Exchange shall be vacated upon:
- death;
- resignation;
- reaching the age of sixty;
- removal by resolution of the board of director of the Securities
Exchange;
- lack of qualifications or possession of prohibited characteristics under Section 160.
- The resolution of the board of directors of the Securities Exchange
removing the manager of the Securities Exchange from the office shall be passed by not
less than three fourths of the votes of all directors of the Securities Exchange not
including the vote of the manager of the Securities Exchange.
- SECTION167.
- The manager of the Securities Exchange has the duty to manage the
operation of the Securities Exchange in accordance with the policy and rules and
regulations of the board of directors of the Securities Exchange and has authority over
the officers and employees of the Securities Exchange.
- In the management of the operation of the Securities Exchange, the
manager of the Securities Exchange shall be responsible to the board of director of the
Securities Exchange.
- SECTION168.
- The manager of the Securities Exchange shall be the representative of the
Securities Exchange in the business of the Securities Exchange relating to third persons,
and for this purpose, the manager of the Securities Exchange may authorize any person to
perform any act to the extent that such authorization is not contrary to the rules or
regulations specified by the Board of the Directors of the Securities Exchange.
- The authorization under the first paragraph shall be made in writing.
- SECTION
169.
- When the office of the manager of the Securities Exchange has become
vacant or when the manager cannot fulfil his dury, the board of directors of the
Securities Exchange shall appoint one of the directors or officers of the Securities
Exchange to temporarily perform the duty of the manager of the Securities Exchange. In
this regard, such person shall have the power and duty of the manager of the Securities
Exchange.
- SECTION
170
- The board of directors of the Securities Exchange shall have the power
and duty to formulate policies, supervise the operation of the Securities Exchange and
perform any other function in accordance with this Act.
- The powers and duties of the board of directors of the Securities
Exchange under the first paragraph shall include the issuing of rules or regulations on
the following matters:
- rules, conditions and procedures concerning the acceptance and the
withdrawal of listed securities;
- rates for fees charged by brokers or agents in the trading of listed
securities;
- rules and procedures concerning membership of the Securities Exchange,
election of the directors of the Securities Exchange in accordance with Section
159, the numbers, procedures for admission, qualifications, rights and duties,
disciplines, punishment, meetings, as well as the transfer and termination of membership
in the Securities Exchange;
- determination of the admission fees for membership, subscription fees,
deposits and other service charges payable by members to the Securities Exchange;
- rules concerning additional requirements for accounting and auditiong to
the extent that such requirements are not contrary to the standards as specified by a
professional institute approved by the relevant government authorities;
- announcement of the names of the auditors who have been given an approval
by the board of directors of the Securities Exchange to audit the accounts of the
companies whose securities are listed in the Securities Exchange;
- rules, conditions and procedures concerning the preparation of the
register of the listed securities' holders, disclosure of the financial condition and the
business operation of the companies whose securities are listed in the Securities
Exchange;
- rules, conditions and procedures concerning the preparation of agreements
appointing a broker or agent for the trading of listed securities in the Securities
Exchange for customers and securities companies which are not members;
- rules, conditions and procedures concerning the trading of listed
securities in the Securities Exchange, the permission for members to trade listed
securities outside the Securities Exchange and the settlement and delivery of listed
securities which are traded in the Securities Exchange;
- rules, conditions and procedures concerning a temporary suspension of
trading of listed securities in the Securities Exchange;
- rules, conditions and procedures concerning the inspection of
documentation and accounts of members;
- daily trading hours and holidays for the trading of listed securities in
the Securities Exchange;
- rules, conditions and procedures concerning the preparation and the
disclosure of reports on the holding of securities, and the determination of time for
certifying the transfer of securities and issuing securities certificates;
- placement, appointment, removal of officers and employees, disciplines
and punishment for officers and employees of the Securities Exchange, as well as the
petition for grievances and the rules and procedures for the operation of the Securities
Exchange;
- determination of positions, scales of salaries, wages and bonuses of
officers and employees;
- welfare and assistance to present and retiring officers and employees
including their families;
- any other matters necessary for the operation of the Securities Exchange.
The determination or alteration and modification of the rules or regulations under (2),
(3), (4), (8), (9), (10), (11), and (12) shall require the prior opinion from the meeting
of the members and the determination or alteration and modification of the rules or
regulations under (1), (2), (3), (4), (5), (6), (7), (11) and (17) shall come into force
only after an approval has been given by the SEC.
- SECTION
171
- The board of directors of the Securities Exchange shall have the power
to:
- accept as listed securities the securities which are qualified in
accordance with the rules, conditions and procedures concerning the acceptance of listed
securities underSection 170(1);
- temporarily suspend the trading of any listed securities in the
Securities Exchange for a specified period deemed to be reasonable;
- temporarily prohibit any member from trading listed securities in the
Securities Exchange for a specified period deemed to be reasonable;
- withdraw the listed securities from the Securities Exchange in accordance
with the rules, conditions and procedures concerning the withdrawal of listed securities
under Section 170(1).
- The Securities Exchange shall post the announcement of the acceptance and
withdrawal of listed securities in a prominent place at the office of the Securities
Exchange and shall disclose the matter to the public prior to the date on which such
securities are accepted as or withdrawn from being listed securities.
- SECTION
172
- The board of directors of the Securities Exchange shall have the power
to:
- accept as listed securities the securities which are qualified in
accordance with the rules, conditions and procedures concerning the acceptance of listed
securities under Section 170(1);
- temporarily suspend the trading of any listed securities in the
Securities Exchange for a specified period deemed to be reasonable;
- temporarily prohibit any member from trading listed securities in the
Securities Exchange for a specified period deemed to be reasonable;
- withdraw the listed securities from the Securities Exchange in accordance
with the rules, conditions and procedures concerning the withdrawal of listed securities
under Section 170(1).
- The Securities Exchange shall post the announcement of the acceptance and
withdrawal of listed securities in a prominent place at the office of the Securities
Exchange and shall disclose the matter to the public prior to the date on which such
securities are accepted as or withdrawn from being listed securities.
- SECTION
172
- In order that the operation of the Securities Exchange may proceed in an
orderly manner and in order to protect the interests of investors, the board of directors
of the Securities Exchange shall have the power to order a company whose securities are
listed in the Securities Exchange to do any act or omit to do any act concerning any
matter which is necessary and reasonable.
- In cases where a company whose securities are listed in the Securities
Exchange fails to comply with the order of the board of directors of the Securities
Exchange referred to in the first paragraph, the board of directors of the Securities
Exchange may exercise the power under Section 171(2) or (4).
- SECTION
173
- In cases where the board of directors of the Securities Exchange has
ordered a withdrawal of any listed securities due to the failure of the company to comply
with the order given under Section 172, the holders of such
withdrawn securities have the right to claim compensation from the director, manager or
person responsible for the operation of such company who has caused the failure to comply
with such order.
- The holder of securities who has the right to claim compensation as
referred to in the first paragraph shall have acquired such securities prior to the
withdrawal of such listed securities and shall neither have participated in nor given
approval and permission to act against such order.
- SECTION
174
- The liability for compensation as referred to in
Section 173 shall be equal to the reduction in the value of securities from the last
selling price of such securities in the Securities Exchange.
- SECTION
175
- The Securities Exchange shall have the power to file a claim in court for
compensation as referred to in Section 174 for the benefit of the
securities holders as a whole.
- SECTION
176
- The board of directors of the Securities Exchange shall have the power to
appoint a sub-committee of the Securities Exchange to perform any matter of the Securities
Exchange as assigned by the board of directors of the Securities Exchange, and for this
purpose the provisions of Section 12 shall apply mutatis
mutandis.
- The sub-committee of the Securities Exchange shall receive remuneration
as specified by the board of directors of the Securities Exchange.
- SECTION
177
- The chairman, vice-chairman and directors of the Securities Exchange
shall receive remuneration as specified at a meeting of members of the Securities
Exchange.
DIVISION
3 OPERATION
- SECTION
178
- The board of directors of the Securities Exchange shall submit to a
meeting of members of the Securities Exchange within four months from the end of the
calendar year a balance sheet and an annual income and expense account duly certified by
the auditor.
- SECTION
179
- The meeting of members of the Securities Exchange shall appoint an
auditor from among the persons nominated by the board of directors of the Securities
Exchange and shall determine the remuneration for such auditor.
- The auditor shall be a licensed auditor under the law relating to
auditors and shall not be a director, manager, officer or employee of the Securities
Exchange.
- SECTION
180
- The auditor shall have the power to examine all accounts and documents of
the Securities Exchange and may require further explanation from the directors, manager,
officers or employees of the Securities Exchange.
- SECTION
181
- The board of directors of the Securities Exchange shall submit to the
Office a balance sheet with an annual income and expense account as well as prepare
reports and submit documents to the Office in accordance with the rules, conditions and
procedures as specified by the SEC.
- SECTION
182
- The Securities Exchange shall pay money for the purpose of facilitating
the operation of the Office at the rate specified by the SEC.
- SECTION
183
- In order to protect the benefit or interests of the public, the
Securities Exchange or any person authorized by the board of directors of the Securities
Exchange shall have the power to disclose information of a company whose securities are
listed in the Securities Exchange or of a securities company which is a member of the
Securities Exchange to the public in accordance with the rules, conditions and procedures
as specified by the board of directors of the Securities Exchange.
- SECTION
184
- The purchase or sale of listed securities in the Securities Exchange
shall be conducted by a securities company which is a member of the Securities Exchange.
- In the purchase or sale of securities as referred to in the first
paragraph, a member may act as a broker or agent for any person or securities company
which is not a member.
- SECTION
185
- No member of the Securities Exchange shall purchase or sell listed
securities outside the Securities Exchange regardless of whether it is acting as a broker,
agent or in its own name, unless such member has been given an approval from the
Securities Exchange.
- SECTION
186
- In order to safeguard against the damage which may be caused to the
public or the economy of the country, the SEC shall have the power to:
- temporarily suspend the trading of all listed securities in the
Securities Exchange for a specified period deemed to be reasonable;
- instruct the board of directors or the manager of the Securities Exchange
to do any act or omit to do any act as the SEC deems appropriate.
- In exercising the power under (1), the SEC shall give a written order
which shall be posted in a prominent place at the office of the Securities Exchange as
well as report the matter to the Minister immediately. In this regard, the Minister shall
have the power to order any change or modification in such order.
- SECTION
187
- In cases where there has been a breakdown in the equipment used in the
trading system of listed securities in the Securities Exchange which prevents the normal
trading of listed securities in the Securities Exchange, the manager of the Securities
Exchange shall have the power to order a temporary suspension of trading of all listed
securities in the Securities Exchange, and shall submit a detailed report to the SEC
immediately.
- SECTION
188
- Upon the termination of membership of any member, the Securities Exchange
shall permit such member to complete transactions in progress.
DIVISION 4
LISTED SECURITIES
- SECTION
189
- Any issuer of securities who wishes to have its securities traded in the
Securities Exchange shall proceed to have such securities listed in the Securities
Exchange.
- Upon receiving the application for listing, the Securities Exchange shall
consider and submit its opinion to the board of directors of the Securities Exchange for
the purpose of making an order to accept or reject such securities as listed securities.
- SECTION
190
- In the purchase or sale of listed securities, the retention or the return
of such securities which have been used as collateral for a repayment of loan under Section 195 or in any other cases as specified by the SEC, securities
of the same category, type and amount of the same juristic person or the same mutual fund
project may be used as substitutes.
- SECTION
191
- The company issuing securities which are listed in the Securities
Exchange shall be required to keep a register of securities holders in accordance with the
rules and procedures as specified by the board of directors of the Securities Exchange.
- In keeping the register referred to in the first paragraph, the issuing
company may appoint the Securities Exchange or any other person who has been given a
license to provide services of being a securities registrar in accordance with Section 221 to carry out such duty.
- SECTION
192
- In cases where shareholders who collectively hold not less than
twenty-five percent of the total amount of shares sold in the company issuing securities
which are listed in the Securities Exchange make a request to the Securities Exchange to
act as securities registrar of the company, the Securities Exchange shall accept such
request. In such case, the issuing company shall deliver relevant documents to the
Securities Exchange within sixty days from the date on which the Securities Exchange has
notified its acceptance to the issuing company and after the lapse of such period of time
the issuing company can no longer act as the registrar.
- SECTION
193
- In cases where the company issuing securities which are listed in the
Securities Exchange has determined the date on which it shall not accept the entry of the
transfer of name securities into the register prior to the shareholders' meeting and there
are securities holders who have requested the registration of transfer prior to the date
of non-acceptance, the issuing company shall complete the registration of the transfer
prior to the date of the shareholders' meeting.
- SECTION
194
- No company issuing securities which are listed in the Securities Exchange
shall pay dividends or other benefits to persons other than the persons whose names are
entered in the securities register and in cases where such securities are shares, no
issuing company shall allow such other person to vote in the shareholders' meeting.
- SECTION
195
- In cases where the owner of securities has entered into an agreement
allowing a securities company to retain listed securities which have been purchased in the
Securities Exchange as collateral for a loan relating to the purchase of such securities
by the securities company on his behalf, the securities company shall:
- keep an account of such listed securities in accordance with the form
specified by the Securities Exchange and shall make a complete and correct record of
entry;
- maintain, at all times, listed securities corresponding with the
category, type and net amount
- as appears in the securities account under (1), unless specified in the
notification of the board of directors of the Securities Exchange, and shall return them
to the borrower immediately upon the borrower having fully repaid the loan.
- The provisions of Section 753 of the Civil and Commercial Code shall not
apply to the retention of the listed securities as a collateral for the repayment of a
loan referred to in the first paragraph.
- The provisions concerning pledge under the Civil and Commercial Code
shall apply to the extent that they are not contrary to or inconsistent with the
provisions of this Section and Section 196.
- SECTION
196
- Prior to the enforcement upon listed securities which have been held as
collateral by a securities company or other financial institution for the repayment of a
loan, the lender shall notify the borrower in writing requiring him to make such repayment
within a reasonable period of time. If the borrower fails to comply with such notice, the
lender shall have the right to sell such retained securities in accordance with the
procedures specified by the Securities Exchange.
- SECTION
197
- In issuing securities certificates, the securities registrar shall have
the power to sign his name in the securities certificates in lieu of the signature of the
directors of the company issuing securities which are listed in the Securities Exchange
when authorized by such company.
- SECTION
198
- The provisions of Section 191,
Section 192, Section 193, Section 194, Section 195 and Section 196 shall not apply to
the following securities:
- bonds issued by government organizations or state enterprises;
- bills;
- any other securities as specified by the board of directors of the
Securities Exchange.
- SECTION
199
- The provisions of Section 51, Section 52, Section 53
and Section 55 including related penalty provisions
shall apply mutatis mutandis to the transfer and preparation of a listed securities
register of the company issuing securities listed in the Securities Exchange which are not
bills.
- The provisions of Section 56, Section 57, Section 58, Section 59, Section 60
and Section 62 including related penalty provisions
shall apply mutatis mutandis to the disclosure of information and to the auditor of the
company issuing securities listed in the Securities Exchange which are not bonds issued by
government organizations or state enterprises or any other securities as specified by the
board of directors of the Securities Exchange. In cases where such company has already
prepared and submitted a report to the Office concerning the disclosure of information in
accordance with Section 56, the company may submit a
copy of report to the Securities Exchange.
- In cases where the provisions referred to in the first and second
paragraphs specify the powers and duties of the Office or the SEC, such provisions shall
be deemed to be the powers and duties of the Securities Exchange or the board of directors
of the Securities Exchange, as the case may be.
- SECTION
200
- The balance sheet and profit and loss account for any accounting period
of a securities company or financial institution whose securities listed in the Securities
Exchange which have been prepared in accordance with the form specified under the first
paragraph of Section 106 or in accordance with the law relating to the operation of such
financial institution, shall be the financial statements for the accounting period as
specified in Section 199. The auditor who has been given an
approval in accordance with Section 106 of the said law
shall be deemed to be the auditor who has been given an approval by the Securities
Exchange.
DIVISION
5 SETTLEMENT OF DISPUTES CONCERNING SECURITIES TRANSACTIONS
- SECTION
201
- In case where there are disputes concerning the purchase or sale of
listed securities in the Securities Exchange either between members or between a member
and its customers, the disputing parties may file an application for settlement by
arbitrators to the Securities Exchange.
- The arbitrators referred to in the first paragraph shall comprise a
person appointed by the board of directors of the Securities Exchange as the chairman and
other persons each of whom shall be appointed by a disputing party.
- SECTION
202
- The application in accordance with Section 201
shall be in the form specified by the Securities Exchange and shall at least contain the
following details:
- names and addresses of the disputing parties;
- the issues in disputes;
- relevant documents and evidences.
- SECTION
203
- The law relating to arbitration shall apply to the deliberation and the
settlement of disputes in accordance with Section 201 mutatis
mutandil.
[ Chapter 4 | Chapter 6 ]
|
