Following the SEC’s investigation, it was found that the conditions for termination of the bondholders’ representative as stated in a draft appointment agreement disclosed in the Filing, which became effective on 15 February 2022 (“draft agreement”), differed from those in a signed appointment agreement dated 23 February 2022 (“signed agreement”), which ALL subsequently submitted to the SEC. Specifically, while the draft agreement stipulated an event leading to the termination of the agreement as “when the bondholders’ representative becomes insolvent or is placed under receivership.”; the signed agreement stated that: “when the bondholders’ representative or the bond issuer becomes insolvent or is placed under receivership.” The duties and termination of the bondholders’ representative are considered as material information for investors that affects investment decisions, as the bondholders’ representative plays a crucial role in overseeing and protecting the interests of bondholders.

At the time of the incident, Mr. Dusadee and Mr. Thanakorn were authorized directors of ALL and were the signatories certifying the accuracy of the Filing dated 15 February 2022 as well as the signatories of the signed agreement dated 23 February 2022.

The aforementioned actions of ALL constitute concealment of material information that should have been disclosed in the Filing, which is a violation of and subject to penalties under Section 278 of the Securities and Exchange Act B.E. 2535 (1992) (SEA). As this violation by ALL resulted from the orders or actions of Mr. Dusadee and Mr. Thanakorn, both individuals are liable to the penalties under Section 300 in conjunction with Section 278 of the SEA. Consequently, the SEC has filed a criminal complaint with the ECD against ALL, Mr. Dusadee, and Mr. Thanakorn.

In this regard, following the SEC’s criminal complaint, the criminal enforcement process will proceed with an investigation by the inquiry officials, a prosecution of the case by public prosecutors, and an adjudication by the court of justice, respectively. The SEC will monitor the progress of the legal proceedings and fully cooperate with the relevant agencies to support enforcement under the SEA throughout the process after the criminal complaint has been filed.