Chapter 13
Transitional Provisions
___________________________________________________
 
*
Section 318.
 
 
In the first term for a period of four years from the date of the publication of this Act in the Government Gazette, Section 21(4) shall not apply to the tenure and vacancy of the Office of the Secretary-General.
 
*
Section 319.
 
 
The Ministry of Finance shall arrange for a transfer of the following funds to the Office within thirty days from the date of the publication of this Act in the Government Gazette, to be the initial capital of the Office in accordance with Section 25:
(1) the remaining amount from the Fund for Solving Securities Business Problems in the amount of five hundred and five million six hundred forty-two thousand six hundred forty-four baht and sixty satang, with interest;
(2) the remaining amount from the Capital Market Development Fund in the amount of two hundred millon baht.
 
*
Section 320.
 
 
The Bank of Thailand shall transfer money in the amount of five hundred million baht to the Office within thirty days from the date of the publication of this Act in the Government Gazette, to be the initial capital of the Office in accordance with Section 25.
 
*
Section 321.
 
A securities company or securities and finance company, which has been granted a license to undertake any type of securities business under the law relating to the undertaking of finance business, securities business and credit foncier business on the date of this Act coming into force, shall be deemed to be a company which has been granted a license to undertake securities business of such type under this Act.
The provisions of Section 94 shall not apply to the securities and finance company under the first paragraph.
 
*
Section 322.
 
 
A securities company or securities and finance company as referred to in Section 321 which has paid-up registered capital of less than one hundred million baht shall proceed to
(1) raise its paid-up registered capital to not less than fifty million baht within one year from the date of this Act coming into force;
(2) raise its paid-up registered capital to not less than one hundred million baht within two years from the date of this Act
coming into force.
 
*
Section 323.
 
 
A person acting on behalf of a company established to undertake securities business in accordance with foreign laws, and having a representative office in the Kingdom which has been given an approval under the law relating to the undertaking of finance business, securities business and credit foncier business on the date of this Act coming into force, shall be deemed to be a person acting on behalf of the securities company established in accordance with foreign laws which has been given an approval under Section 93 of this Act.
 
*
Section 324.
 
 
A securities company which has been granted a license to undertake the business of investment management under the law relating to the undertaking of finance business, securities business and credit foncier business, shall continue to manage the approved investment project in accordance with such law until the expiration of the project. In this regard, such securities company shall comply with the rules and procedures as approved in accordance with such law. For this purpose, any matters specified to be the powers and duties of the Bank of Thailand, shall be the powers and duties of the Office.
 
Prior to the expiration of the investment project, if the securities company referred to in the first paragraph wishes to convert the investment project into a mutual fund in accordance with this Act, such securities company shall comply with the rules, conditions and procedures as specified by the SEC. After such compliance, the provisions relating to mutual fund management under this Act shall apply mutatis mutandis.
 
*
Section 325.
 
 
In cases where a securities company referred to in Section 321 which has been granted a license to undertake the business of mutual fund management has purchased or held shares for its own account and not for the account of the mutual fund project prior to the date of this Act coming into force and which falls within the prohibition of Section 98(7) of this Act, the securities company shall have the right to continue to hold or possess such shares. However, if there is a disposition of such shares in any amount, the securities company shall have the right to continue to hold or possess the remaining amount of such shares only.
 
*
Section 326.
 
 
A certified auditor of a securities company or a finance and securities company who has been given an approval under the law relating to the undertaking of finance business, securities business and credit foncier business prior to the date of this Act coming into force shall be deemed to be an auditor of such securities company who has been given an approval under this Act.
 
*
Section 327.
 
 
In cases where a company referred to in Section 321 which has had a director, manager, or person with power of management, or advisor who has been given an approval under the law relating to the undertaking of finance business, securities business and credit foncier business on the date of this Act coming into force, such person shall be deemed to be a person who has been given an approval under this Act.
 
*
Section 328.
 
 
All ministerial regulations, notifications of the Ministry of Finance or notifications of the Bank of Thailand concerning the undertaking of securities business which have been issued in accordance with the provisions of the law relating to the undertaking of finance business, securities business and credit foncier business which have been in force prior to the date of this Act coming into force, shall remain in force until ministerial regulations, notifications, rules, regulations, or orders issued under this Act come into force.

Any matter which the ministerial regulations and notifications referred to in the first paragraph specify to be the powers and duties of the Minister of Finance or the Bank of Thailand, shall continue to be the powers and duties of the Minister of Finance or the Bank of Thailand, as the case may be, until the SEC and the Secretary General have been appointed, such powers and duties shall become the powers and duties of the Minister, the SEC or the Office, as the case may be.
 
*
Section 329.
 
 
The Securities Exchange of Thailand which has been established under the Securities Exchange of Thailand Act, B.E. 2517 shall be the Securities Exchange under this Act. The board of directors of the Securities Exchange of Thailand and the manager of the Securities Exchange of Thailand who remain in office on the date of this Act coming into force shall continue to perform their duties until there has been the appointment and election of the board of directors of the Securities Exchange and the manager of the Securities Exchange in accordance with this Act which shall not exceed one hundred and twenty days from the date of this Act coming into force.
 
*
Section 330.
 
 
The officers and employees of the Securities Exchange, extablished under the Securities Exchange of Thailand Act B.E. 2517, shall be transferred to the Securities Exchange under this Act.
 
*
Section 331.
 
 
All businesses, capital, assets, rights, indebtedness, liabilities and budget of the Securities Exchange including all the money in the Compensation Fund established under the Securities Exchange of Thailand Act, B.E. 2517 shall be transferred to the Securities Exchange under this Act.
 
*
Section 332.
 
 
The Securities Exchange shall pay to the Office an amount of fifty million baht annually for a period of five years. The payment in the first year shall be made within thirty days from the date of the publication of this Act in the Government Gazette, and the payment in the following years shall be made within thirty days from the last day of the calendar year of this Act coming into force and of each following year until the end of the five year period.
The money paid under the first paragraph shall be deemed to be money payable by the Securities Exchange in accordance with Section 182 as long as there has been a payment under the first paragraph.
 
*
Section 333.
 
 
Members of the Securities Exchange, established under the Securities Exchange of Thailand Act, B.E. 2517, shall be members of the Securities Exchange under this Act.
 
*
Section 334.
 
 
Securities, which have been traded in the Securities Exchange established under the Securities Exchange of Thailand Act, B.E. 2517, shall be listed securities under this Act. In cases where a company whose securities are listed in the Securities Exchange is a limited company under the Civil and Commercial Code on the date of this Act coming into force, such company shall convert into a public limited company under the law relating to the public limited companies within two years from the date of this Act coming into force. In cases of necessity, the SEC may extend such period, but may not extend such period beyond five years from the date of this Act coming into force.
 
*
Section 335.
 
 
In cases where any company has proceeded to submit an application for approval from the Minister of Finance to accept its securities to be registered or authorized securities through the board of directors of the Securities Exchange in accordance with Section 18 and Section 19 of the securities Exchange of Thailand Act, B.E. 2517 as amended by the Securities Exchange of Thailand Act (NO. 2), B.E. 2527 and the Minister of Finance has not yet issued an order accepting such securities to be registered or authorized securities prior to the date of this Act coming into force, the aforesaid matter shall continue to proceed in accordance with Section 18 and Section 19 of such Acts and the powers and duties of the Minister of Finance shall be the powers and duties of the SEC.
 
When the SEC has issued an order accepting the securities of the applying company as registered or authorized securities in accordance with the first paragraph, such securities shall be deemed to be listed securities under this Act and the company whose securities are so listed shall convert into a public limited company in accordance with Section 334 of this Act.
 
*
Section 336.
 
 
In cases where any company has proceeded to submit an application for approval to the board of directors of the Securities Exchange to offer newly issued shares or debentures for sale to the public in accordance with Section 19 ter of the Securities Exchange of Thailand Act, B.E. 2517 as amended by the Securities Exchange of Thailand Act (No,2), B.E. 2527 and the board of directors of the Securities Exchange has not yet issued an approval to such company to offer newly issued shares and debentures for sale to the public prior to the date of this Act coming into force, the board of directors of the Securities Exchange shall proceed to consider such application in accordance with the rules and procedures specified by the board of directors of the Securities Exchange with the approval of the Minister of Finance under Section 19 ter of such Acts. In cases where it is necessary to alter or modify such rules and procedures in order that the consideration of the application may be accomplished, the board of directors of the Securities Exchange may specify any rules or procedures with the approval of the SEC.
 
*
Section 337.
 
 
A company which has been given an approval to offer newly issued shares or debentures for sale to the public in accordance with Section 19 ter of the Securities Exchange of Thailand Act, B.E. 2517 as amended by the Securities Exchange of Thailand Act (No.2), B.E. 2527 prior to the date of this Act coming into force, or a company which has been given an approval to offer newly issued shares or debentures for sale to the public in accordance with Section 336 of this Act, such company shall continue to offer newly issued shares or debentures for sale to the public in accordance with the rules and procedures as specified by Section 19 ter of such Acts. Where it is necessary to alter or modify such rules and procedures in order that the offer of newly issued shares or debentures for sale to the public can be accomplished, the board of directors of the Securities Exchange may specify any rules or procedures with the approval of the SEC.
 
*
Section 338.
 
 
All ministerial regulations and notifications of the Ministry of Finance which have been issued in accordance with the provisions of the Securities Exchange of Thailand Act, B.E. 2517 as amended by the Securities Exchange of Thailand Act (No. 2), B.E. 2527, rules of the Securities Exchange of Thailand, regulations of the Securities Exchange of Thailand, procedures of the Securities Exchange of Thailand, procedures concerning shares register and notifications of the Securities Exchange of Thailand which have been in force prior to the date of this Act coming into force shall remain in force until the ministerial regulations, notifications, rules, regulations or procedures issued under this Act come into force.
Any matter specified by the ministerial regulations, notifications, rules and regulations under the first paragraph to be the powers and duties of the Minister of Finance or the board of directors of the Securities Exchange of Thailand shall continue to be the powers and duties of the Minister of Finance or the board of directors of the Securities Exchange of Thailand until the SEC or the board of directors of the Securities Exchange have been appointed in accordance with this Act, such powers and duties shall become the powers and duties of the Minister, the SEC or the board of directors of the Securities Exchange, as the case may be.
 
*
Section 339.
 
 
Any person providing a service of a securities registrar prior to the date of this Act coming into force may continue to provide such service, provided that an application for a license to provide such service shall be submitted within one hundred and twenty days after the date of this Act coming into force. After the application has been submitted such persons may continue to provide the service unless application for a license has been refused.
 
*
Section 340.
 
 
All associations, which have the same characteristics or objects as the associations related to securities business and which have been registered as trade associations under the law relating to trade associations prior to the date of this Act coming into force, wishing to become the associations related to securities business in accordance with this Act, shall submit an application for approval to be an association related to securities business within ninety days from the date of this Act coming into force. After the approval has been granted in accordance with this Act, the registrar of trade associations under the law relating to trade associations shall delete the name of such association from the trade associations register.

All assets and liabilities of associations having the same characteristics or objects as associations related to securities business which have been given an approval and registered as associations relating to securities business in accordance with this Act shall be transferred to the associations related to securities business which have been newly established.
 
In cases where any association having the same characteristics or objects as an association related to securities business which is a trade association under the law relating trade associations does not submit an application to become an association related to securities business in accordance with this Act within the time specified in the first paragraph, it shall be dissolved. In this regard, the registrar of the trade associations under the law relating to the trade associations shall delete the name of such association from the trade associations register.
 
In cases where any trade association is not satisfied with the order of the registrar of the trade associations under the law relating to trade associations to delete the name of such association from the register, the trade association shall have the right to appeal against such order by submitting an appeal to the SEC within fifteen days from the date of the receipt of the order. The dicision of the SEC shall be final.
 
*
Section 341.
 
 
Competent officers who have been appointed in accordance with the law relating to the undertaking of finance business, securities business and credit foncier business, and in accordance with the Securities Exchange of Thailand Act, B.E. 2517 as amended by the Securities Exchange of Thailand Act (No.2), B.E. 2527 shall be the competent officers which have been appointed under this Act until the SEC shall order otherwise.
 
In the execution of his duty, identification cards issued to the competent officers referred to in the first paragraph shall be the identification cards of the competent officers under this Act. After the appointment of the Secretary General has been made, the competent officer shall report the execution of his duty to the Office.
 
*
Section 342.
 
 
The Settlement Committee under this Act shall have the power to settle only offences concerning securities business which may be settled under the law relating to the undertaking of finance business, securities business and credit foncier business or under the Securities Exchange of Thailand Act, B.E. 2517 as amended by the Securities Exchange of Thailand Act (No. 2), B.E. 2527
 
*
Section 343.
 
 
Any securities company which contravenes the provisions of Section 322 of fails to comply with the rules and conditions of the first paragraph of Section 324 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.
 
In cases where there have been contraventions or non-compliance by the securities company under the first paragraph, if it can be proved that such offences by the securities company resulted from the order, the act or the failure to order or the omission to act which are duties to be performed by any director, manager or person reponsible for the operation of such securities company, that person shall be liable to imprisonment for a term not exceeding one year or a fine not exceeding three hundred thousand baht, or both.
 
*
Section 344.
 
 
The Settlement Committee referred to in Section 317 shall have the power to settle the offences under Section 343.
 
Countersigned by
 
Anand Punyarachun
Prime Minister