Chapter 12
Penal Provisions
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Section 268.
 
 
Any person who contravenes Section 32, Section 33 or Section 34 shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding two times the price at which all securities were offered for sale by such person but not less than five hundred thousand baht, or both.
 
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Section 269.
 
 
Any person who contravenes or fails to comply with the conditions issued in accordance with Section 35 shall be liable to a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 270.
 
 
Any debenture issuer who issues debentures the particulars of which do not comply with Section 40 or who fails to comply with the second paragraph of Section 41 or who makes terms and conditions or agreements which lack the material particulars as specified in accordance with Section 42 or Section 43 shall be liable to a fine not exceeding two hundred thousand baht.
 
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Section 271.
 
Any debenture issuer who fails to comply with Section 44 shall be liable to a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 272.
 
 
Any debenture holder representative who contravenes or fails to comply with the rules, conditions or procedures issued in accordance with Section 46 shall be liable to a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 273.
 
 
Any company which contravenes or fails to comply with Section 50, Section 53, Section 191, Section 192 or Section 193 or contravenes or fails to comply with the rules or procedures issued in accordance with Section 50 or Section 191 shall be liable to a fine not exceeding one hundred thousand baht and a further fine not exceeding three thousand baht for every day during which the contravention continues.
 
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Section 274.
 
 
Any company which contravenes or fails to comply with Section 56, Section 57 or Section 58(1) or (3) shall be liable to a fine not exceeding one hundred thousand baht and a further fine not exceeding three thousand baht for every day during which the contravention continues.
 
Any director, manager, or person with power of management of any company who fails to provide an explanation in accordance with Section 58 (2) shall be liable to imprisonment for a term not exceeding three months or a fine not exceeding one hundred thousand baht, or both.
 
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Section 275.
 
 
Any director, manager, person who holds management position, or auditor who contravenes or fails to comply with Section 59, or contravenes or fails to comply with the rules or procedures issued in accordance with Section 59 shall be liable to a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 276.
 
Any person who offers for sale or sells securities to the public or to any person without having filed the registration statement and draft prospectus with the Office in accordance with Section 65 or during the period for which the Office orders the suspension of the effectiveness of the registration statement and draft prospectus in accordance with Section 76 shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding two times the price at which all securities were offered for sale by such person but not less than five hundred thousand baht, or both.
 
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Section 277.
 
 
Any person who offers for sale or sells securities to the public or to any persons prior to the effectiveness of the registration statement and draft prospectus which have been filed with the Office in accordance with Section 65 shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding one times the price at which all securities were offered for sale by such person but not less than three hundred thousand baht, or both.
 
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Section 278.
 
 
Any person who makes a false statement or conceals material facts which should have been stated in the registration statement or draft prospectus which have been filed in accordance with Section 65 shall be liable to imprisonment for a term not exceeding five years and a fine not exceeding two times the price at which all securities were offered for sale by such person but not less than five hundred thousand baht.
 
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Section 279.
 
 
Any person who contravenes or fails to comply with the second paragraph of Section 64, the second paragraph of Section 66, the first paragraph of Section 81, or contravenes or fails to comply with the rules or procedures issued in accordance with the second paragraph of Section 81 shall be liable to a fine not exceeding one hundred thousand baht and a further fine not exceeding three thousand baht for every day during which the contravention continues.
 
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Section 280.
 
 
Any person who contravenes or fails to comply with Section 77, Section 79 or Section 80 shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding three hundred thousand baht, or both.
 
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Section 281.
 
 
Any person who contravenes or fails to comply with Section 88 shall be liable to a fine not exceeding three hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 282.
 
 
Any securities company which violates or fails to comply with Section 92, Section 94, Section 96, Section 97, Section 98, Section 100, Section 101, Section 102, Section 103, Section 104, Section 105, Section 106, Section 108, Section 109, Section 110, Section 112, Section 113, Section 114, Section 115, Section 116, Section 117, Section 122, Section 123, Section 124, Section 125, Section 126, Section 129, Section 130, the first paragraph of Section 134, Section 135, Section 136, Section 139 (1), (2), (3) or (4), the first paragraph, second paragraph or third paragraph of Section 140, Section 151 or the first paragraph of Section 195 or violates or fails to comply with the rules, conditions or procedures or orders issued in accordance with the fourth paragraph of Section 90, Section 91, Section 92, Section 98(7) or (10), the second paragraph of Section 100, Section 117, Section 135, Section 139(4), the second paragraph of Section 140, Section 141, Section 142, Section 143, Section 144, or Section 150 shall be liable to a fine not exceeding three hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the violation continues.
(As amended by Section 7 of the Securities and Exchange Act (No.2) B.E. 2542)
 
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Section 283.
 
 
In cases where any securities company commits an offence under Section 92, Section 96, Section 102, Section 105, Section 106, Section 108, Section 109, Section 110, Section 113, Section 114, Section 115, Section 116, Section 117, Section 123, Section 129, Section 130, Section 135, the first paragraph, second paragraph or third paragraph of Section 140, Section 151 or the first paragraph of Section 195 or violates or fails to comply with the rules, conditions or procedures or orders issued in accordance with Section 92, Section 117, Section 135 or Section 150, and if it can be proved that the commission of such offences resulted from the instruction from, the act of, or the failure to give instruction or to act which is a duty required to be performed by, the director, manager or any person responsible for the operation of such securities company, such person shall be liable to imprisonment for a term not exceeding six months or a fine not exceeding two hundred thousand baht, or both.

In cases where any securities company commits an offence under Section 97, Section 98, Section 112, Section 122, Section 124, Section 125, Section 126, the first paragraph of Section 134, Section 136, or Section 139 (1), (2), (3) or (4) or violates or fails to comply with the rules, conditions or procedures or orders issued in accordance with the fourth paragraph of Section 90, Section 91, Section 98(7) or (10), Section 139 (4), Section 141, Section 142, Section 143 or Section 144, and if it can be proved that the commission of such offences resulted from the instruction from, the act of, or the failure to give instruction or to act which is a duty required to be performed by, the director, manager or any person responsible for the operation of such securities company, such person shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding three hundred thousand baht, or both.

(As amended by Section 7 of the Securities and Exchange Act (No.2) B.E. 2542)
 
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Section 284.
 
 
Any mutual fund supervisor who neglects or fails to perform his duty in accordance with Section 127 or the first paragraph of Section 128 shall be liable to a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 285.
 
 
Any auditor who contravenes or fails to comply with Section 130 or Section 131 shall be liable to imprisonment for a term not exceeding three months or a fine not exceeding one hundred thousand baht and a further fine not exceeding three thousand baht for every day during which the contravention continues, or both.
 
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Section 285 bis
 
Any securities company which violates or fails to comply with the second paragraph of Section 133 shall be liable to a fine not exceeding three hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the violation continues.
If the commission of offence under the first paragraph is also a violation of the first paragraph of Section 133, the wrongdoer shall be liable for a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the violation or failure continues.
 
In case of commission by a securities company of an offence under the second paragraph of Section 133, if can be proved that the commission of offence by the securities company resulted from the instruction from, the act of, or the failure to give instruction or to act which is a duty required to be performed by, any director, manager or any person responsible for the operation of such securities company, such person shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding three hundred thousand baht, or both.
 
If the commission of offence under the third paragraph is also a violation of the first paragraph of Section 133, the wrongdoer shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding five hundred thousand baht, or both.
 
(As added by Section 8 of the Securities and Exchange Act (No.2) B.E. 2542)
 
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Section 285 ter
 
 
Any private fund manager who fails to comply with the rules, conditions and procedures specified in the notification under the third paragraph of Section 134 shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding three hundred thousand baht or both.
If the commission of offence under the first paragraph is also a violation of the second paragraph of Section 134, the wrongdoer shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding five hundred thousand baht, or both.
(As added by Section 8 of the Securities and Exchange Act (No.2) B.E. 2542)
 
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Section 286
 
 
Any custodian who contravenes or fails to comply with Section 137 shall be liable to a fine not exceeding three hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 286 bis
 
 
Any securities company which violates or fails to comply with Section 138 or Section 139 (5) shall be liable to a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the violation continues.
 
In case of commission of offence by any securities company under Section 138 or Section 139 (5), if it can be proved that the commission of offence by the securities company resulted from the instruction from, the act of, or the failure to give instruction or to act which is a duty required to be performed by any director, manager or any person responsible for the operation of such securities company, such person shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding five hundred thousand baht, or both.

(As added by Section 9 of the Securities and Exchange Act (No.2) B.E. 2542)
 
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Section 287.
 
 
Any auditor of a company which issues securities in accordance with Section 32, Section 33 or Section 34, a securities company, a mutual fund, a private fund, or a company whose securities are listed in the Securities Exchange or traded in an over-the-counter centre, who performs audit work in order to give his opinion on financial statements which does not comply with the provisions of the law relating to auditors or additional requirements as specified in the notification of the SEC or makes false reports or violates the first paragraph of Section 62 or Section 107 or the fourth paragraph or fifth paragraph of Section 140 shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding five hundred thousand baht, or both.
 
(As amended by Section 10 of the Securities and Exchange Act (No.2) B.E. 2542)
 
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Section 288.
 
 
Any person who contravenes or fails to comply with Section 93, Section 95 or Section 156 shall be liable to imprisonment for a term of six months to three years and a fine of sixty thousand baht to three hundred thousand baht and a further fine not exceeding three thousand baht for every day during which the contravention continues.
 
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Section 289.
 
 
Any person who undertakes securities business without having obtained a license from the Minister in accordance with Section 90 or contravenes Section 155, Section 209, Section 219, Section 220 or Section 221 shall be liable to imprisonment for a term of two to five years and a fine from two hundred thousand baht to five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 290.
 
 
Any over-the-counter centre which contravenes of fails to comply with the second paragraph of Section 171, Section 188, Section 212 or Section 213 or contravenes or fails to comply with the conditions or orders issued in accordance with Section 186(1) or Section 206 shall be liable to a fine not exceeding three hundred thousand baht and a further fine not exceeding ten thousand baht for everyday during which the contravention continues.
 
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Section 291.
 
 
Any person who contravenes or fails to comply with orders issued in accordance with Section 186(2) shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding three hundred thousand baht,or both.
 
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Section 292.
 
 
Any person who operates a business of a clearing house, a securities depository centre or a securities registrar who fails to operate in accordance with the rules,conditions or procedures issued in accordance with Section 223 shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding three hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues, or both.
 
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Section 293.
 
 
Any association related to securities business which contravenes or fails to comply with Section 236 shall be liable to a fine not exceeding one hundred thousand baht and a further fine not exceeding three thousand baht for every day during which the contravention continues.
 
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Section 294.
 
 
Any securities companies which agree to promote securities business without seeking profit or sharing income among themselves, by not establishing as an association related to securities business in accordance with this Act shall be liable to a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 295.
 
 
Any person who fails to comply with the order of the Office in accordance with the second paragraph of Section 232 shall be liable to a fine not exceeding on hundred thousand baht.
 
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Section 296.
 
 
Any person who contravenes Section 238, Section 239, Section 240, Section 241 or Section 243 shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding two times the benefit received or which should have been received by such person as a result of such contravention but such fine shall be not less than five hundred thousand baht, or both.
 
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Section 297.
 
 
Any person who analyses the financial condition,business operation or trading prices of securities of a company or a juristic person who issues securities or whose securities are listed in the Securities Exchange or traded in an over-the-counter centre by distorting the facts concerning the information used in the analysis or by using information, with the knowledge that it is false, in the analysis, and the results of the analysis may cause damage to the company, the juristic person or any person, or may affect the trading prices of securities of such company or juristic person, shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding five hundred thousand baht, or both.
 
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Section 298.
 
 
Any person who contravenes or fails to comply with Section 246, Section 247, Section 248, Section 249, Section 251, Section 252, Section 253, Section 254, Section 255 or Section 256 or contravenes or fails to comply with the conditions issued in accordance with Section 247 shall be liable to imprisonment for a term not exceeding two years or a fine not exceeding five hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues, or both.
 
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Section 299.
 
 
Any person who contravenes or fails to comply with Section 250 shall be liable to a fine not exceeding three hundred thousand baht and a further fine not exceeding ten thousand baht for every day during which the contravention continues.
 
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Section 300.
 
 
In cases where a person who commits an offence under Section 268, Section 269, Section 270, Section 271, Section 272, Section 273, Section 274, Section 279, Section 280, Section 281, Section 284, Section 286, Section 290, Section 292, Section 296, Section 297, Section 298 or Section 299 is a juristic person, and if it can be proved that the commission of such offences resulted from the instruction from, the act of, or the failure to give instruction or to act which is a duty required to be performed by, the director, manager or any person responsible for the operation of such juristic person, such person shall also be liable to the penalties as provided for such offences.
 
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Section 301.
 
 
In cases where a person who commits an offence under Section 278, Section 288 or Section 289, is a juristic person, and if it can be proved that the commission of such offences resulted from the instruction from, the act of, or the failure to give instruction or to act which is a duty required to be performed by, the director, manager or any person responsible for the operation of such juristic person, such person shall also be liable to the penalties as provided for such offences.
 
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Section 302.
 
 
Any person who gives false testimony to the competent officer, which may cause damage to other persons or to the public shall be liable to imprisonment for a term not exceeding six months and a fine not exceeding sixty thousand baht.
 
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Section 303.
 
 
Any person who obstructs or fails to comply with the orders of or fails to give assistance to, the competent officer who executes his duty in accordance with Section 264 or Contravenes the third paragraph of Section 145 shall be liable to imprisonment for a term not exceeding six months and a fine not exceeding sixty thousand baht.
 
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Section 304.
 
 
Any person who removes, damages, destroys or renders useless any seal or mark which the competent officer has stamped or affixed on any object in the execution of his duty in accordance with Section 264 as evidence for the seizure, or attachment or the keeping of such object shall be liable to imprisonment for a term not exceeding three years and a fine not exceeding three hundred thousand baht.
 
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Section 305.
 
 
Any person who damages, destroys, conceals, takes away, or loses or renders useless any property or document which the competent officer has seized, attached, kept, or ordered to be delivered as evidence in accordance with Section 264, and regardless of whether or not the competent officer would keep such property or document himself or would order such person or other persons to deliver or to keep it, shall be liable to imprisonment for a term of six months to three years and a sixty thousand baht to three hundred thousand baht.
 
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Section 306.
 
 
Any director, manager, or person responsible for the operation of any juristic person under this Act, who dishonestly deceives the public by the assertion of a falsehood or the concealment of facts which should be revealed to the public, and by such deception, obtains property from the public or from a third person so deceived, or leads the public or third person so deceived to execute, revoke, or destroy a document of right, shall be liable to imprisonment for a term of five to ten years and a fine of five hundred thousand baht to one million baht.
 
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Section 307.
 
 
Any director, manager, or person responsible for the operation of any juristic person under this Act, who is entrusted to manage the property of such juristic person, or property of which such juristic person is a co-owner, who dishonestly violates his duties by any means and causes damage to the usefulness in the nature as being a property of such juristic person, shall be liable to imprisonment for a term of five to ten years and a fine from five hundred thousand baht to one million baht.
 
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Section 308.
 
 
Any director, manager, or person responsible for the operation of any juristic person under this Act, who possesses property belonging to such juristic person, or of which such juristic person is a co-owner, and dishonestly converts such property to himself or a third party, shall be liable to imprisonment for a term of five to ten years and a fine from five hundred thousand baht to one million baht.
 
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Section 309.
 
 
Any director, manager, or person responsible for the operation of any juristic person under this Act, who takes away, damages, destroys,causes depreciation in value or renders useless any property which the juristic person has the duty to look after or which is in the possession of such juristic person, if it is committed in order to cause damage to other persons or the public, shall be liable to imprisonment for a term not exceeding five years and a fine not exceeding five hundred thousand baht.
 
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Section 310.
 
 
Any director, manager, or person responsible for the operation of any juristic person under this Act, who knows that a creditor of such juristic person, or that a creditor of another person who is entitled to exercise his right as a creditor against such juristic person to enforce the payment of debt from such juristic person, uses or may use his right through the court to enforce payment:
(1) removes, conceals or transfers to another person the property of such juristic person; or
(2) maliciously creates a false debt for such juristic person;
if such action is done in order to prevent his creditor from receiving full or part payment, shall be liable to imprisonment for a term of five to ten years and a fine of five hundred thousand baht to one million baht.
 
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Section 311.
 
 
Any director, manager, or person responsible for the operation of any juristic person under this Act, who acts or omits to act in order to obtain unlawful gains for himself or another person and causes damage to such juristic person, shall be liable to imprisonment for a term of five to ten years and a fine of five hundred thousand baht to one million baht.
 
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Section 312.
 
 
Any director, manager, or person responsible for the operation of any juristic person under this Act, who commits or permits another to act so as to:
(1) damage, destroy, alter, abridge, or falsify accounts or documents or collateral of such juristic person or related to such juristic person;
(2) make false entries or fail to enter any material statement in the accounts or documents of such juristic person or related to such juristic person; or
(3) keep incomplete, incorrect, out-of-date, or inaccurate accounts;
if such action is done or permitted to be done to deceitfully deprive the juristic person or its shareholders of their rightful benefit or to deceive any person, shall be liable to imprisonment for a term of five to ten years and a fine of five hundred thousand baht to one million baht.
 
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Section 313.
 
 
Any director, manager, or person responsible for the operation of a company or a juristic person whose securities are listed in the Securities Exchange or traded in any over-the-counter centre, and who contravenes Section 307, Section 308, Section 309, or Section 311, shall be liable to imprisonment for a term of five to ten years and a fine of two times the price of the property or benefit which the person obtains through the contravention of such Sections, as the case may be, but such fine shall be not less than five hundred thousand baht.
 
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Section 314.
 
Any person who causes a director, manager, or any person responsible for the operation of any juristic person under this Act, or an auditor to commit an offence as provided in Section 287, Section 306, Section 307, Section 308, Section 309, Section 310,Section 311, or Section 312, whether by instruction, order, threat, employment or by any other means, shall be liable to the penalties an provided in such Sections.
 
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Section 315.
 
 
Any person who does any act to assist or facilitate a director, manager, or any person responsible for the operation of any juristic person under this Act, or an auditor to commit an offence as provided in Section 287, Section 306, Section 307, Section 308, Section 309, Section 310, Section 311, or Section 312 whether before or at the time of the commission of the offence, shall be liable to the penalties as provided in such Sections, unless the person is not aware of such assistance or facilitation.
 
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Section 316.
 
 
Any person, in the performance of his duty under the powers and duties provided in accordance with this Act, having acquired confidential information of any person which, under normal circumstances, should not be disclosed, who discloses such information to another person, shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding one hundred thousand baht, or both.
The provisions of the first paragraph shall not apply to disclosure in the following cases:
(1) disclosure in the performance of his duty;
(2) disclosure for the purpose of investigation or trial;
(3) disclosure relating to the commission of offences under this Act;
(4) disclosure for the purpose of rectifying the condition or operation of a securities company;
(5) disclosure to an auditor of any juristic person under this Act;
(6) disclosure to the authorities or domestic and international agencies which are responsible for the supervision of securities, the Securities Exchange or the supervision and examination of financial institutions;
(7) disclosure upon written consent of such person.
 
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Section 317.
 
 
A Settlement Committee appointed by the Minister shall have the power to settle offences under Section 268, Section 269, Section 270, Section 271, Section 272, Section 273, Section 274, Section 275, Section 276,Section 277, Section 279, Section 280, Section 281, Section 282, Section 283, Section 284, Section 285, Section 285 bis, Section 285 ter, Section 286, Section 286 bis, Section 287, Section 290, Section 291, Section 292, Section 293, Section 294, Section 295, Section 296, Section 297, Section 298, Section 299, and Section 300.
 
The Settlement Committee appointed by the Minister under the first paragraph shall comprise three persons, one of whom shall be an investigating officer under the Criminal Procedure Code.
 
Where a case has been settled by the Settlement Committee and the alleged offender has paid the fine as determined by the Settlement Committee within the period of time specified by the Settlement Committee, such case shall be regarded as settled.

(The first paragraph is amended by Section 11 of the Securities and Exchange Act (No.2) B.E. 2542)