Following a report of a certified public accountant in 2020 and the SEC’s further investigation, it was found that during 2017–2018, Mr. Aran Apichari, then Chairman and
CEO of TSF* and director of TSF Extra Co., Ltd. (a subsidiary), committed fraud through
the subsidiary. Specifically, the subsidiary entered into a contract with G.I.S.Park (Thailand) Co., Ltd. (GISP) for the installation of advertising media on public telephone booths
(the main contract). The contract stipulated that the subsidiary would pay a rights transfer fee of 3 million baht to GISP; however, the money was subsequently transferred back to
Mr. Aran. Thereafter, the subsidiary entered into a supplementary agreement to the main contract to provide a guarantee payment of 50 million baht to GISP. The funds were then transferred to Liger Management Co., Ltd. (Liger) and further transferred through several layers of recipients under Mr. Aran’s instructions. Mr. Aran’s actions therefore constituted
a dishonest breach of duties for the purpose of seeking undue benefits for himself or others, causing damage to TSF and its subsidiary. The persons and juristic persons who supported or assisted in the wrongdoing are: (1) Miss Mintita Panawattanayos, (2) Miss Kanjanakorn Teachapan, (3) Miss Sopacha Charoensuk, (4) GISP, and (5) Liger.

The actions of Mr. Aran and his associates constitute offenses under Section 311, Section 313 and Section 281/2, Paragraph 2, in conjunction with Section 89/7, Section 89/24 and Section 315 of the Securities and Exchange Act B.E. 2535 (1992) (SEA), in conjunction with Section 83 and Section 86 of the Criminal Code, as the case may be. The SEC has therefore filed criminal complaints against all six offenders with the ECD for further legal proceedings. 

Concurrently, the SEC has reported the proceedings above to the AMLO for consideration of further action because such offenses are unfair activities related to securities and derivatives trading, which constitute a predicate offense under the Law on Anti-Money Laundering B.E. 2542 (1999), as amended.    

Furthermore, the individuals imposed with the criminal complaint above are deemed to have untrustworthy characteristics of directors and executives of securities issuing companies and listed companies, and are thus barred from serving in such positions throughout the ongoing legal proceedings, effective upon SEC’s filing of the criminal complaint with the ECD.**

Following the criminal complaints filed by the SEC, the criminal enforcement process will proceed with an investigation by the inquiry official, a prosecution of the public prosecutor, and an adjudication of the court of justice, respectively. In this regard, the SEC will monitor the progress 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. 

Notes:

* The Stock Exchange of Thailand (SET) delisted securities of Three Sixty Five Public Company Limited on 21 June 2023.

** 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.