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Renaissance Fund Management Co. Ltd.’s securities and derivatives business licenses are revoked



Wednesday 5 July 2023 | No. 115 / 2023


Bangkok, 5 July 2023 – The Minister of Finance, upon recommendation of the Securities and Exchange Commission Board (the SEC Board), has issued an order to revoke the securities business license, Type C (only private fund management business) of Renaissance Fund Management Co. Ltd. (Renaissance). In association with the Minister’s order, the SEC  Board has also ordered a revocation of the company’s derivatives business licenses, derivatives fund management and advisory services, effective from 16 June 2023, for unreliable demeanors, lack of fit and proper qualifications for business undertaking, and serious deficiencies in the operation management and internal control. 

Renaissance Fund Management is a licensee under Type C Securities Business License in addition to the Derivatives Fund Management and Advisory Services Licenses. According to the SEC’s onsite inspections on the company’s business undertakings in its capacity of private fund management as licensed under Type C Securities Business License, it was found that the company:

(1) had presented false and inaccurate financial positions in the financial statements, e.g. pseudo capital increase, accounting records without supporting factual evidence, inaccurate investment reports, and overexaggerated liquid assets in the capital maintenance reports; 

(2) had concealed business control power and lacked good corporate governance by allowing the person, who was neither a company’s director, executive, nor staff nor given an SEC approval, to oversee company policies including the monitoring of day-to-day operations and had failed to observe the company’s charter of the board of directors in relation to frequency of board meetings, for which  the minutes of meeting had been submitted to the SEC competent officers during the inspections, but the meetings did not actually take place;

(3) had lacked fit and proper qualifications for business undertakings, in terms of operational systems and personnel, i.e., the absence of fund managers for continuous client support even though there were trading transactions for a private fund client at that time, and the deficiencies in the operational systems in relation to investment management and preparation of financial statements and reports and the capital maintenance reports. 

The SEC, having considered that Renaissance’s conduct of business was such that serious damage may be caused to the public interest, proposed the case for consideration of the Capital Market Supervisory Board (the CMSB), who, by virtue of Section 143, Paragraph 1, of the Securities and Exchange Act B.E.2535 (1992) (SEA), passed a resolution for the company to rectify its operation within 20 May 2022 and subsequently extended such deadline for rectification and submission of rectification reports to 20 June 2022 as per the company’s request, which Renaissance still requested for another extension to 20 July 2022. However, the CMSB did not grant another deadline extension as requested, taking into account the facts that, from the CMSB first rectification order until the latest deadline of 20 June 2022, Renaissance had failed to rectify its operation as ordered, concealed information and facts and forged evidence submitted to the SEC. The company’s inability to demonstrate the appropriate rectification evidence is deemed failure to rectify its operation as per the CMSB orders. By virtue of Section 143, Paragraph 1 of the SEA, the CMSB therefore ordered suspension of Renaissance’s private fund management services as from 21 June 2022.

The SEC Board, having considered in the Meeting No. 8/2022 that Renaissance had failed to comply with the rectification order of the CMSB issued under the provisions of Section 143, Paragraph 1 of the SEA, passed a resolution, by virtue of the SEA’s Section 143, Paragraph 2, to propose to the Minister of Finance a recommendation for consideration to revoke Renaissance’s securities business license, Type C.  In addition, the SEC Board also resolved to revoke Renaissance’s derivatives business licenses, effective on the day the Minister of Finance signed the order revoking the company’s securities business license, Type C.

The Minister of Finance, having contemplated that Renaissance was unable to comply with the conditions as ordered by the CMSB pursuant to Section 143, Paragraph 1, of the SEA, thus issued an order, by virtue of the SEA’s Section 143, Paragraph 2, revoking Renaissance’s securities business license, Type C, effective on 16 June 2023. In this connection, the SEC Board, by virtue of Clause 13 of the SEC Notification KorThor/Nor/Khor 14/2551 Re: Approval for Undertaking of Derivatives Business dated 5 November 2008, ordered a revocation of the company’s derivatives licenses for derivatives fund management and advisory services, also effective on 16 June 2023.

Currently, Renaissance no longer has private fund clients under management. Throughout the process of consideration for imposing administrative orders on the licensee mentioned above, the SEC Board had fully taken into account the company’s petitions for justice submitted to the Minister of Finance and the Permanent Secretary of Ministry of Finance and still resolved to uphold the decision made in the Meeting No. 8/2022 dated 7 July 2022 to propose the recommendation for the company’s securities business license, Type C, to be revoked.  

The SEC Office has important roles of ensuring that securities and derivatives business operators have in place appropriate, reliable, fit and proper, and efficient operational systems and personnel to provide continuous services for the best interest of their clients, whereby the business operators’ personnel can perform their duties properly, not causing the risks of contravention to or non-compliance with the related laws, rules, regulations and business conduct. 

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No. 115 / 2023 Wednesday 5 July 2023
Renaissance Fund Management Co. Ltd.’s securities and derivatives business licenses are revoked

Bangkok, 5 July 2023 – The Minister of Finance, upon recommendation of the Securities and Exchange Commission Board (the SEC Board), has issued an order to revoke the securities business license, Type C (only private fund management business) of Renaissance Fund Management Co. Ltd. (Renaissance). In association with the Minister’s order, the SEC  Board has also ordered a revocation of the company’s derivatives business licenses, derivatives fund management and advisory services, effective from 16 June 2023, for unreliable demeanors, lack of fit and proper qualifications for business undertaking, and serious deficiencies in the operation management and internal control. 

Renaissance Fund Management is a licensee under Type C Securities Business License in addition to the Derivatives Fund Management and Advisory Services Licenses. According to the SEC’s onsite inspections on the company’s business undertakings in its capacity of private fund management as licensed under Type C Securities Business License, it was found that the company:

(1) had presented false and inaccurate financial positions in the financial statements, e.g. pseudo capital increase, accounting records without supporting factual evidence, inaccurate investment reports, and overexaggerated liquid assets in the capital maintenance reports; 

(2) had concealed business control power and lacked good corporate governance by allowing the person, who was neither a company’s director, executive, nor staff nor given an SEC approval, to oversee company policies including the monitoring of day-to-day operations and had failed to observe the company’s charter of the board of directors in relation to frequency of board meetings, for which  the minutes of meeting had been submitted to the SEC competent officers during the inspections, but the meetings did not actually take place;

(3) had lacked fit and proper qualifications for business undertakings, in terms of operational systems and personnel, i.e., the absence of fund managers for continuous client support even though there were trading transactions for a private fund client at that time, and the deficiencies in the operational systems in relation to investment management and preparation of financial statements and reports and the capital maintenance reports. 

The SEC, having considered that Renaissance’s conduct of business was such that serious damage may be caused to the public interest, proposed the case for consideration of the Capital Market Supervisory Board (the CMSB), who, by virtue of Section 143, Paragraph 1, of the Securities and Exchange Act B.E.2535 (1992) (SEA), passed a resolution for the company to rectify its operation within 20 May 2022 and subsequently extended such deadline for rectification and submission of rectification reports to 20 June 2022 as per the company’s request, which Renaissance still requested for another extension to 20 July 2022. However, the CMSB did not grant another deadline extension as requested, taking into account the facts that, from the CMSB first rectification order until the latest deadline of 20 June 2022, Renaissance had failed to rectify its operation as ordered, concealed information and facts and forged evidence submitted to the SEC. The company’s inability to demonstrate the appropriate rectification evidence is deemed failure to rectify its operation as per the CMSB orders. By virtue of Section 143, Paragraph 1 of the SEA, the CMSB therefore ordered suspension of Renaissance’s private fund management services as from 21 June 2022.

The SEC Board, having considered in the Meeting No. 8/2022 that Renaissance had failed to comply with the rectification order of the CMSB issued under the provisions of Section 143, Paragraph 1 of the SEA, passed a resolution, by virtue of the SEA’s Section 143, Paragraph 2, to propose to the Minister of Finance a recommendation for consideration to revoke Renaissance’s securities business license, Type C.  In addition, the SEC Board also resolved to revoke Renaissance’s derivatives business licenses, effective on the day the Minister of Finance signed the order revoking the company’s securities business license, Type C.

The Minister of Finance, having contemplated that Renaissance was unable to comply with the conditions as ordered by the CMSB pursuant to Section 143, Paragraph 1, of the SEA, thus issued an order, by virtue of the SEA’s Section 143, Paragraph 2, revoking Renaissance’s securities business license, Type C, effective on 16 June 2023. In this connection, the SEC Board, by virtue of Clause 13 of the SEC Notification KorThor/Nor/Khor 14/2551 Re: Approval for Undertaking of Derivatives Business dated 5 November 2008, ordered a revocation of the company’s derivatives licenses for derivatives fund management and advisory services, also effective on 16 June 2023.

Currently, Renaissance no longer has private fund clients under management. Throughout the process of consideration for imposing administrative orders on the licensee mentioned above, the SEC Board had fully taken into account the company’s petitions for justice submitted to the Minister of Finance and the Permanent Secretary of Ministry of Finance and still resolved to uphold the decision made in the Meeting No. 8/2022 dated 7 July 2022 to propose the recommendation for the company’s securities business license, Type C, to be revoked.  

The SEC Office has important roles of ensuring that securities and derivatives business operators have in place appropriate, reliable, fit and proper, and efficient operational systems and personnel to provide continuous services for the best interest of their clients, whereby the business operators’ personnel can perform their duties properly, not causing the risks of contravention to or non-compliance with the related laws, rules, regulations and business conduct. 

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