Following a complaint in 2023, the SEC conducted an investigation, coordinated with the DSI and found evidence that, during 2020, four directors and executives of NUSA, namely (1) Mrs. Siriya Thepcharoen, (2) Mr. Visanu Thepcharoen, (3) Mr. Sompijit Chaichanajarak, (4) Mr. Nontawat Dhanasuwiwath, colluded to purchase Panacee Grand Hotel Roemerbad (Panacee) in Germany at a significantly higher price than the appraised price based on the market approach. They also colluded to act dishonestly in selling NUSA condominium units in Bangkok at a price lower than the appraised price and transferring funds out of NUSA into  personal accounts and those of close associates for their own benefits or others’, consequently causing damage to NUSA. In so doing, (5) Ms. Varinborn Chantarojvanich, the seller of Panacee, and (6) Mrs. Chomsuda Rungruangnavarat, an authorized director of the company purchasing the NUSA condominium units, assisted persons under (1) – (4) in committing the offenses. The SEC’s findings revealed that the deposit for the purchase of the hotel above that NUSA paid to Varinborn, the seller, was not transferred into the seller’s account, while the directors and executives of NUSA, i.e., Siriya, Visanu and Nontawat as well as their close associates benefited from the sale money of the hotel.  

In addition, during the process of clarification to the SEC regarding the case above, the four directors and executives of the company, at the time of the offense, submitted false evidence and information to the competent official of the SEC. They submitted a false report from the independent financial advisor to deceive the SEC about the true value of the hotel as recorded in the accounts. Furthermore, it was found that they fabricated the accounts to mislead the company's auditor into believing that the company had fully received payment for the condominium units from the purchasing company, so that the auditor would not question the recording of the transaction in the accounts.  

The acts of the six NUSA directors and associates above regarding a collusion to commit a fraud in purchasing the hotel in Germany, a collusion to commit a fraud in selling the NUSA condominium units at a price lower than the appraised price, and the transfer of funds from NUSA accounts into personal accounts and those of close associates, are liable to be in violation of Paragraph 2 of Section 281/2, in conjunction with Section 89/7, Section 89/24, Section 307, Section 308, Section 311, Section 312, Section 313 and Section 315 of the Securities and Exchange Act B.E. 2535 (1992) (SEA), and Section 83 or Section 86 of the Criminal Code, as the case may be. Furthermore, the submission of false documents and information to the competent official of the SEC and the deceit to the auditor is liable to be in violation of Section 302, Section 302/1 and Section 312 of the SEA. The SEC has therefore filed the criminal complaint against the six persons with the DSI for consideration of further legal action.  

Concurrently, the SEC has also reported the legal proceedings under the SEA to the AMLO as the offenses in this case constitute a predicate offense under the Anti-Money Laundering Act B.E. 2542 (1999), as amended.   

This criminal complaint has resulted in the alleged offenders having untrustworthy characteristics and being prohibited from holding the positions of director and executive of securities issuing companies and listed companies throughout the period of the legal proceedings, starting from the filing date of the criminal complaint against the individuals with the DSI*. 

Filing a criminal complaint by the SEC is only the beginning of the criminal enforcement process. As to whether any persons are offenders shall be subject to the investigation of the inquiry official, the prosecution of the public prosecutor, and the adjudication of the court of justice, respectively. In this regard, the SEC will monitor progresses in the legal proceedings and will cooperate fully with relevant agencies to support legal enforcement under the SEA after the criminal complaint has been filed.  

Remark: * Notification of the Securities and Exchange Commission No. Kor Jor. 3/2560 Re: Determination of Untrustworthy Characteristics of Company Directors and Executives, dated 23 January 2017.