Following a referral from the Stock Exchange of Thailand (SET) in 2023 and the SEC’s further investigation, the findings and evidence indicated that during 3 – 14 November 2022, before the inside information regarding AH’s Q3 2022 performance showing a net profit of 600.68 million baht – a significant increase both quarter-over-quarter (QoQ) and year-over-year (YoY), positively impacting AH’s share price – was disclosed through the SET on 14 November 2022, at 18.03 hours, the three offenders committed violations as follows:
(1) Mr. Viroj Patcharawattanakul, who is a director of an AH subsidiary with access to inside information and the spouse of one of AH’s executives – who is also a person possessing inside information – purchased AH shares using such inside information through his own securities trading account. This constitutes an offense of purchasing securities as a person who knows or possesses inside information under Section 242(1), in conjunction with Section 244(2) and (5), and is subject to penalties under Section 296, Section 296/2, as well as civil sanctions under Section 317/4 and Section 317/5 of the Securities and Exchange Act B.E. 2535 (1992) (SEA);
(2) Mrs. Teo Lee Ngo, who is a director of AH with access to the inside information and the spouse of one executive and the mother of another executive of AH – both executives know or possess inside information – colluded to purchase AH shares with (3) Mr. Koh Lian King, using such inside information, through Mr. Koh Lian King's securities trading account. The allocation of AH shares in this trading account could be clearly distinguished between the shares belonging to Mr. Koh Lian King and those in which Mrs. Teo Lee Ngo was the actual beneficiary. This constitutes an offense of purchasing securities as a person who knows or possesses inside information under Section 242(1), in conjunction with Section 243(1) and Section 244(3) and (5) of the SEA, in conjunction with Section 83 of the Criminal Code, or Section 242(1) of the SEA, as amended by the SEA (No. 5), in conjunction with Section 83 of the Criminal Code, as the case may be. The aforementioned offense is subject to the penalties under Section 296 and Section 296/2 and civil sanctions under Section 317/4, Section 317/5, and Paragraph 1 of Section 317/11 of the SEA, as amended by the SEA (No. 5).
The Civil Sanction Committee (CSC) has resolved to impose civil sanctions on the three offenders as follows: a civil penalty, compensation in an amount equal to the benefits received or would have been received, reimbursement of the SEC's investigative expenses, and barred from serving as directors or executives in securities-issuing companies or securities companies:
(1) Mr. Viroj Patcharawattanakul is required to pay a civil penalty, a compensation in an amount equal to the benefits received or would have been received, and a reimbursement of investigative expenses incurred by the SEC, totaling 5,168,972 baht. In addition, he is barred from serving as director or executive for 12 months;
(2) Mrs. Teo Lee Ngo is required to pay a civil penalty, a compensation in an amount equal to the benefits received or would have been received, and a reimbursement of investigative expenses incurred by the SEC, totaling 1,302,885 baht. In addition, she is barred from serving as director or executive for 14 months;
(3) Mr. Koh Lian King is required to pay a civil penalty, a compensation in an amount equal to the benefits received or would have been received, and a reimbursement of investigative expenses incurred by the SEC, totaling 695,722 baht. In addition, he is barred from serving as director or executive for 12 months.
Civil sanctions imposed by the CSC will take effect when the offenders sign a letter of consent, agreeing to comply with the civil sanctions. In the event that any offenders refuse to give consent to the sanctions, the SEC will submit the cases in writing to the public prosecutor for filing a lawsuit in the Civil Court to seek the maximum applicable civil sanctions, which must not be lower than those specified by the CSC.
In all cases, civil penalties and compensation for the benefits received or would have been received from committing offenses shall be remitted to the Ministry of Finance as public revenue.
Remark:
* Section 317/1 under the Securities and Exchange Act B.E. 2535 (1992), as amended by the Securities and Exchange Act (No. 5) B.E. 2559 (2016), allows for civil sanctions to be imposed for criminal offenses under this Act.
Details of civil sanctions and associated procedures are available at: https://www.sec.or.th/EN/pages/lawandregulations/civilpenalty.aspx