DIVISION 4
REGISTER AND TRANSFERABILITY SECTION 50. The company which issues debentures, certificates representing the rights to
purchase shares, or certificates representing the rights to purchase debentures in accordance
with Section 33 or Section 34 shall be required to keep a register of such securities holders in
accordance with the rules and procedures as specified in the notification of the SEC Office.
SECTION 51. The transfer of name debentures, name certificates representing the rights to
purchase shares, or name certificates representing the rights to purchase debentures issued in
accordance with Section 33 or Section 34 shall be valid upon delivery of such securities with
the endorsement of transfer by a person having his name as the owner or by the last
transferee.
SECTION 52. Any person possessing a name debenture certificate, a name certificate
representing the rights to purchase shares, or a name certificate representing the rights to
purchase debentures issued in accordance with Section 33 or Section 34 with the
endorsement of transfer in accordance with Section 51, shall be presumed to be the owner of
such securities.
SECTION 53. The transferee of name debentures, or name certificates representing the
rights to purchase shares, or name certificates representing the rights to purchase debentures
issued in accordance with Section 33 or Section 34, who intends to register such transfer,
shall submit the application to the company which issues securities or the registrar together
with the securities certificates which he has signed his name as the transferee on the back of
the certificates. In such event, the issuing company or the registrar, as the case may be, shall
enter the transfer in the register and certify such transfer on the securities certificates or issue
new certificates within the time as specified in the notification of the SEC Office unless such
transfer is against the law or against the restrictions on transfer of the issuing company which
has registered such restrictions with the SEC Office.
When the issuing company or the registrar has received the application of transfer in
accordance with the first paragraph, such transfer shall be binding on the issuing company
but shall only be binding on a third party when the transfer has been entered into the register.
SECTION 54. No company which issues securities shall provide any benefit to a person
other than the person whose name is entered in the securities register in accordance with
Section 53, except in case of bearer debentures, where the benefit shall be provided when the
bearer has submitted the bearer certificates to the issuing company. In such event, the
payment shall also be endorsed by the issuing company.
SECTION 55. The transfer of bearer debentures, bearer certificates representing the rights
to purchase shares or bearer certificates representing the rights to purchase debentures issued
in accordance with Section 33 or Section 34 shall be valid upon delivery of such securities
certificates to the transferee.
DIVISION 5
DISCLOSURE OF INFORMATION AND AUDITOR
SECTION 56.4 A company which issues securities in accordance with Section 32,
Section 33 or Section 34 shall prepare the following financial statements and reports
concerning the financial condition and the business operation of the company and submit
them to the SEC Office:
(1) quarterly financial statement reviewed by an auditor;
(2) financial statement for any accounting period examined and for which an opinion
has been given by an auditor;
(3) annual report;
(4) any other reports concerning the information of the company as specified in the
notification of the Capital Market Supervisory Board.
The financial statements and reports in accordance with the first paragraph shall comply with
the rules, conditions and procedures as specified in the notification of the Capital Market
Supervisory Board. In specifying such rules, conditions and procedures, the standards
approved by the Board of Auditing Practices in accordance with the law relating to auditors
shall be taken into account.
SECTION 57. A company which issues securities in accordance with Section 32,
Section 33 or Section 34 shall submit a report with reasons to the SEC Office immediately
when one of the following incidents occurs:
(1) the company suffers serious damage;
(2) the company ceases operating all or part of its business;
(3) the company alters its objects or the nature of its business;
(4) the company enters into an agreement entrusting other persons with power in whole
or in part in the management of the company;
(5) the company takes over another company or is taken over in accordance with
Section 247;
(6) any incident which affects or is likely to affect the rights and interests of securities
holders or the decision-making on investment or the change in the securities price
of the company as specified in the notification of the SEC Office.
SECTION 58. In cases where the SEC Office is of the opinion that the documents or
reports furnished by the company which issues securities in accordance with Section 32,
Section 33 or Section 34 are incomplete or ambiguous, or in case of emergency or any other
case which is likely to affect the rights and interests of securities holders or the decisionmaking
on investment or change in the securities price of the company, the SEC Office shall
have the power to do one or more of the following:
(1) instruct the company to submit additional reports or documents;
(2) instruct the director, manager, or person with power of management over the
company to provide additional explanation;
(3) instruct the company to arrange an audit by an auditor and report the result of the
audit to the SEC Office and disclose the information to the public.
SECTION 59.4 The director, manager, person who holds management position as
specified in the notification of the SEC Office, and auditor of a company which issues
securities in accordance with Section 32, Section 33 or Section 34 shall prepare and disclose
reports to the SEC Office on each person's securities holding and the holding of securities by
his spouse and minor children of securities in the company including changes in such
holdings under the rules and procedures as specified in the notification of the SEC Office
with the approval of the Capital Market Supervisory Board.
SECTION 60.4 For the benefit of disclosing information to the public about the condition
and the business operation of a company which issues securities including the holding of
securities in such company, the SEC Office shall have the power to disclose the reports or the
information received in accordance with Section 56, Section 57, Section 58 and Section 59
under the rules and procedures as specified in the notification of the Capital Market
Supervisory Board.
SECTION 61. The auditor as referred to in Section 56 shall be an auditor who has been
given an approval by the SEC Office.
Where an approval has been given in accordance with the first paragraph, the auditor may
audit the accounts of a securities company as referred to in Section 106, a company issuing
securities listed in the Securities Exchange as referred to in Section 199, and a company
whose securities are traded in an over-the-counter center as referred to in Section 217.
SECTION 62. In making a review or audit, if the auditor finds that a company which
issues securities in accordance with Section 32, Section 33 and Section 34 has inaccurately
prepared a quarterly financial statement or financial statement for any accounting period, the
auditor shall state his findings and disclose the facts material to the financial statement and
notify such circumstances in his report on which he is to sign in order to give his opinion as
well as report the matter to the SEC Office.
The SEC Office shall have the power to withdraw its approval of any auditor who does not
comply with the provisions of the first paragraph in giving an opinion on a financial
statement for any accounting period.
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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551 |
