However, on 6 October 2023, ETL submitted the minutes of the Board of Directors’ Meeting No. 6/2023, in which it concealed information regarding the interim dividend payment. This information is material and was used by the SEC in its consideration to ensure that the disclosure in the Filing Form was accurate and complete. Furthermore, ETL also concealed the actual statement concerning the interim dividend payment for September 2023 in the Filing Form submitted on 9 October 2023, which was the date on which the Filing Form – where ETL concealed material information that should have been disclosed – became effective. As a result, the Filing Form did not include an analysis of the impact from the dividend payment, causing ETL’s value and IPO price not to reflect actual events.

ETL’s actions above are liable to the offenses under the Securities and Exchange Act B.E. 2535 (1992)(SEA), as summarized below:   

1. Concealing material facts regarding the interim dividend payment before the IPO, which should have been disclosed, in materiality, in the Filing Form, in violation of Section 278 of the SEA. This offense of ETL at the time was a result of orders or omissions of duties of nine persons who were former directors, directors and responsible persons for ETL’s operations, namely: (1) Mr. Krishna Boonyachai, (2) Mr. Vorapote Uchoepaiboonvong, (3) Mrs. Araya Kongsoonthorn, (4) Mr. Chudet Kongsoonthorn, (5) Miss Busarin Tuanchaem, (6) Mr. Yik Chieh Lee, (7) Miss Krishavan Chuecharoenchai, (8) Mr. Charoenkiat Huthananuntha, and (9) Miss Pincha Chaisam, who affixed her signature to certify the accuracy of the Filing Form, effective 9 October 2023. As a result, the aforesaid persons are liable to the penalties under Section 300, in conjunction with Section 278 of the SEA;     

2. Submitting the minutes of ETL’s Board of Directors Meeting No. 6/2023, dated 11 September 2023, while concealing the actual information regarding ETL’s dividend payment, which should have been disclosed, in materiality, to the SEC. This action constitutes a violation of Section 302/1 of the SEA. The said violation by ETL at the time was caused by orders or omissions of duties by Director Mr. Chudet Kongsoonthorn and former Director Miss Krishavan Chuecharoenchai, who were responsible for ETL’s operations and had signed the power of attorney authorizing submission of these documents for SEC consideration. Therefore, they are subject to penalties under Section 300 in conjunction with Section 302/1 of the SEA. 

Consequently, the SEC has filed the criminal complaint against ETL and the nine associates.   

Following the criminal complaint 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 progresses in the legal proceedings and will cooperate fully with relevant agencies to support legal enforcement under the SEA after the criminal complaint have been filed.