For the purposes of this Section, the person under the first paragraph shall include:
(1) director, manager, person responsible for the operation or auditor of a company whose securities are listed in the Securities Exchange or traded in an over-the-counter center;
(2) securities holder of a company whose securities are listed in the Securities Exchange or traded in an over-the-counter center, who holds securities the par value of which exceeds five percent of the registered capital. For the purpose of calculating the value of such securities held by such person, the securities held by his spouse and minor
children shall be counted as his securities;
(3) state agency personnel, or director, manager, or officer of the Securities Exchange or of an over-the-counter center who is in an office or position with access to information which is material to changes in the price of securities;
(4) any person involved in securities and/or the trading of securities in the Securities Exchange or in an over-the-counter center;

SECTION 242. In order that the person referred to in the second paragraph of Section 241 shall not receive any benefit from the contravention of the first paragraph of Section 241, the SEC Office shall have the right to call on such person to deliver the benefit which he has gained from such trading of securities or from the disclosure of information within a six month period from the date on which he gained access to such information. In this regard,
such person shall deliver the benefit as claimed by the SEC Office within the time specified by the SEC Office.

The benefit claimable under the first paragraph shall be vested in the SEC Office.

SECTION 243. In the purchase or sale of securities which are listed in the Securities Exchange or traded in an over-the-counter center:
(1) no person by colluding or agreeing with any other person shall purchase or sell securities in concealment in order to mislead the general public to believe that such securities are purchased or sold in great volume or the price of such securities has changed or has not changed at any time or during any period of time which is not consistent with the normal market conditions;
(2) no person, either by himself or jointly with any other person, shall continuously trade securities which results in the purchase or sale of such securities which is not consistent with the normal market conditions and such trading is made to lure the general public to purchase or sell such securities unless such trading is made in good faith to protect his rightful benefit.

SECTION 244. The following cases shall also be deemed as the concealment to mislead the general public in accordance with Section 243(1):
(1) the purchase or sale of securities where the persons who finally receives benefit from such purchase or sale is the same person;
(2) the order to purchase securities of the same category, type, and of the same juristic person, or mutual fund project, with the knowledge that he himself or jointly with any other person has ordered the sale or is going to order the sale, provided that the order shall be in proximate amount, price and time;
(3) the order to sell securities of the same category, type, and of the same juristic person or mutual fund project, with the knowledge that he himself or jointly with any other person has ordered the purchase or is going to order the purchase, provided that the order shall be in proximate amount, price and time.

DIVISION 2
ACQUISITION OF SECURITIES FOR BUSINESS TAKE-OVERS

SECTION 245. In this Division:
“securities” means shares, or certificates representing the rights to purchase shares or other securities which may be converted into shares.

“business”4 means a company whose securities are listed in the Securities Exchange or traded in an over-the-counter center, or a public limited company having characteristics as specified in the notification of the Capital Market Supervisory Board.

SECTION 246.⁴ Where any person, by his own act or acting in concert with others, acquires or disposes of the securities of any business and thereby increases or decreases the number of securities held by him or other persons in such business to a number which aggregately reaches any multiple of five percent of the total number of voting rights of such business, whether or not the transfer has been registered and regardless of the amount of such
increase or decrease, such person shall report to the SEC Office each time such an acquisition or disposition has been made, provided that calculation of voting rights and report shall be in accordance with the rules, conditions and procedures as specified in the notification of the Capital Market Supervisory Board.

Holding of securities under the first paragraph shall include having the right to purchase or to be delivered securities issued by the business resulted from holding of securities issued by other businesses or from engaging in an agreement with any other persons as specified in the notification of the Capital Market Supervisory Board.

SECTION 247. Any person offers to purchase, by his own act or acting in concert with others, or does any other acts which result or will result in such person or others acquiring or holding securities in a business up to twenty-five percent or more of the total number of voting rights of such business, shall be deemed as an acquisition of securities for the purpose of taking over a business, except for acquisition by inheritance. In this regard, the Capital Market Supervisory Board shall have power to prescribe the rules, conditions and procedures for taking over a business and may require such person to make a tender offer for the purchase of securities.

In cases where the Capital Market Supervisory Board requires that there shall be a tender offer for the purchase of securities under the first paragraph, such tender offer shall be filed with the SEC Office and shall become effective after the lapse of time specified in the notification of the Capital Market Supervisory Board.

SECTION 248.⁴ The person making a tender offer to purchase securities shall announce or notify the offer to purchase securities in accordance with the rules and procedures specified in the notification of the Capital Market Supervisory Board.

SECTION 249. Upon filing of the tender offer to purchase securities with the SEC Office, the person making the tender offer shall immediately deliver a copy of the tender offer to the business from which he offers to purchase securities.

SECTION 250.⁴ Upon receipt of a tender offer to purchase securities in accordance with Section 249, such business shall prepare an opinion concerning the tender offer in the form specified by the SEC and shall submit such opinion to the SEC Office and shall deliver a copy of such opinion to each shareholder in accordance with the rules, conditions and procedures as specified in the notification of the Capital Market Supervisory Board.

SECTION 250/1.⁴ The business may act or omit to act in such a way as to affect tender offer for purchase of securities only with the approval of the shareholder meeting of the business in accordance with the rules, conditions and procedures as specified in the notification of the Capital Market Supervisory Board.

Any act or omission to act in violation of this provision shall not bind the business and the directors of the business shall be liable to damage of the third person who acts in good faith and pays consideration.

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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551