SECTION 147. During any two year period, if any securities company does not undertake securities business of the type so licensed in the volume as specified in the SEC notification, the Minister shall have the power to revoke the license to operate all or any type of securities businesses so licensed upon recommendation of the SEC.

SECTION 148. In cases where the Minister orders the revocation of all types of securities businesses in accordance with Section 143, Section 146 or Section 147, the securities company whose license has been revoked shall be dissolved.

The provisions of the first paragraph shall not apply to the financial institutions established in accordance with other laws which can undertake securities businesses.

SECTION 149. In revoking a license of a securities company, the Minister shall communicate the order in writing to the securities company and shall post such order in a prominent place at the office of the securities company and shall publish the order in the Government Gazette and in at least one local daily newspaper.

SECTION 150. Any securities company wishing to discontinue operating a securities business of the type so licensed shall seek an approval from the Minister through the SEC.

In giving an approval, the Minister may specify any conditions.

SECTION 151. When any securities company has discontinued its operation or ceased operating securities businesses, the securities company shall complete the purchase, sale or exchange of securities, settlement and delivery of the outstanding securities within the period of time specified by the SEC Office.

SECTION 152. Upon dissolution of a securities company in accordance with Section 148, the securities company shall be liquidated and for this purpose the SEC Office shall appoint a liquidator.

Liquidation shall be done in accordance with the provisions of the Civil and Commercial Code on the liquidation of a limited company or the law relating to public limited companies on liquidation of a public limited company, as the case may be, provided that the power and duty of the general meeting shall be the power and duty of the SEC Office.

Expenses for liquidation of any securities company shall be paid from the assets of that securities company.

CHAPTER 5
SECURITIES EXCHANGE

DIVISION 1
ESTABLISHMENT

SECTION 153. There shall be established a Securities Exchange referred to as the “Securities Exchange of Thailand” with the object of undertaking the securities exchange operations as follows, without the distribution of profits.
(1) Providing the service of being a center for trading of listed securities as well as providing the system and method for trading of securities in such center;
(2) Undertaking any businesses relating to the Securities Exchange, which are the rendering of services relating to listed securities by acting as a clearing house, securities depository center, securities registrar, the rendering of services on securities data or similar businesses;
(3) Undertaking any businesses other than (1) and (2) with the approval of the SEC. The Securities Exchange under the first paragraph shall be a juristic person.

SECTION 154. The Securities Exchange shall have the power to do any acts within the scope of its objects as referred to in Section 153. Such power shall include the power to:
(1) acquire, own, hold any proprietary rights, possess, rent or lease, hire purchase, grant of hire purchase, transfer or accept transfer of the rights to lease or hire purchase, mortgage or accept mortgage, sell, or dispose by any other means movable or immovable properties;
(2) borrow or lend money as well as make investment for profit.

SECTION 155. No person other than the Securities Exchange which is established under this Act shall engage in the business of securities exchange or similar businesses.

SECTION 156. No person other than the Securities Exchange shall, in the operation of its business, make use of the name or the description of “Securities Exchange” or “Stock Exchange” or other words having the same meaning.

SECTION 157. Securities which may be traded in the Securities Exchange shall be listed securities in accordance with Division 4 of this Chapter.

SECTION 158. A securities company which acts as a broker or an agent for the trading of securities in the Securities Exchange must be a member of the Securities Exchange.

DIVISION 2
BOARD OF DIRECTORS OF THE SECURITIES EXCHANGE

SECTION 159. There shall be a board of directors of the Securities Exchange comprising not more than five persons appointed by the SEC and not more than five persons elected by members referred to in Section 158 to serve as directors and the manager of the Securities Exchange who shall ex officio be director of the Securities Exchange.

The persons appointed by the SEC under the first paragraph shall have an excellent knowledge of, and experience in, the operations of the Securities Exchange, securities or financial businesses and at least one person shall be a senior executive of a company whose securities are listed in the Securities Exchange.

The board of directors of the Securities Exchange shall elect a director, who is not the manager of the Securities Exchange, to be the chairman and may also elect another director of the Securities Exchange to be the vice-chairman.

SECTION 160. Directors of the Securities Exchange shall have the qualifications and shall not possess any of the prohibited characteristics as follows:
(1) having a Thai nationality;
(2) not being or having been a bankrupt;
(3) not having been imprisoned by the judgement of a court which is final unless the offence is related to an act of negligence or a petty offence;
(4) not being a civil servant having a permanent position or salary, a political official or an officer or employee of any government organization or state enterprise or district office or an elected member of a district council or district administration;
(5) not being a director who has been removed from the position by a resolution of the SEC.

SECTION 161. Directors of the Securities Exchange, except for the manager of the Securities Exchange, shall hold office for a term of two years. When one year of the first term of office has elapsed, two of the SEC-appointed directors and two of the memberelected directors shall be retired by means of drawing lots. Retirement from the office by means of drawing lots shall be deemed retirement upon expiration of the term of office.

The directors who retire upon expiration of the term of office may be re-appointed but shall not hold office for more than two consecutive terms.

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