Directors and Executives’ Securities Trading Policy
Krungdhep Sophon Public Company Limited (“the Company”) aims for the transparent and fair treatment to all shareholders according to the Corporate Governance Code to attain the said intention. Therefore, the Board of Directors has prepared and adopted the Directors and Executives’ Securities Trading Policy as the practical guideline accordingly.
This Policy’s objectives are:
- To prescribe the Company’s rules and practical guidelines relating to the directors and executives’ securities trading.
- To support the compliance of the directors and executives with the Securities and Exchange Act B.E. 2535 (1992) (the “Securities and Exchange Act”) relating to the insider trading of the securities, and the Notifications of the Office of the Securities and Exchange Board (the “Office of the SEC”) relating to Reporting the Directors and Executives’ Securities Trading.
- To maintain the confidence of the shareholders and investors in the Company’s securities.
- This Policy is applicable with the Company’s directors and executives. In addition, the partial contents of the Policy also cover to the spouse and underage child of the said persons.
- This Policy covers the trading of the Company’s securities listed in the Stock Exchange of Thailand.
Any statements or terms in this Policy are meant as follows, unless the said statements will be otherwise expressed or described.
- “Policy” refers to the Directors and Executives’ Securities Trading Policy.
- “Company” refers to Krungdhep Sophon Public Company Limited.
- “Securities” refers to (ordinary and preference) shares and convertible securities, for instance, Debenture, Convertible Debenture, Warrants for Purchasing Shares, or Transferable Subscription Rights (“TSR”), Stock Options, Derivatives (for instance, Futures and Option), and other financial instruments which are tradable in the financial market.
- “Trading” refers to the purchase, sale, transfer, or transfer acceptance of the securities and/or the legal benefits in securities, including exercise of the rights to purchase shares or exercise of the rights under Warrants for Purchasing Shares or Convertible Debentures.
- “Inside Information” refers to the fact as the essence for making the decision on the securities trading which is not publicly disclosed. The samples of the inside information are as follows:
- a. Financial position and financial turnover.
- b. Financial projections.
- (c) Dividend payment or non-dividend payment.
(d) Change in credit rating.
(e) Change in the securities’ par value.
(f) Call for securities redemption.
(g) Business plan, including strategic plan, marketing plan and fund-raising plan.
(h) Significant change in investment plan or investment structure.
(i) Joint venture, merger, or sale of business.
(j) Tender offer of other company’s securities.
(k) Purchase or sale of the key assets.
(l) Information of the important new product.
(m) Acquisition or loss of the important trade contract.
(n) Important legal disputes.
(o) Change in the Company’s objectives.
(p) Change in the significant accounting policies.
(q) Change in the controlling power or significant change in the Board of Directors or top executive
(6) “Director” refers to the director of the Company.
(7) “Executive” refers to the Managing Director, the person who holds the first four executive level office descending from the Managing Director and includes the person who holds the executive level office in the accounting or financial line in the level of department manager or equivalent of the Company (in the definition of the Office of the SEC).
(8) “Persons designed by the Company” refer to the persons who are in the office or duty to perceive the inside information of the Company (including the spouse and underage child of the said persons). The sample of the persons who may perceive the insider information is as follows.
c) Employees in the following work units of Accounting Department, Finance Department, Investor Relations Department and Company Secretary, Risk Management Department, and Marketing Department.
d) Every employee who attends the Board of Directors’ meeting and/or the Sub-Committee’s meeting in the agenda relating to the matters pursuant to Clause 4 (4).
e) Any other persons designated by the Company
However, the Company Secretary is responsible for maintaining the Register of the Lists of Persons Designated by the Company and notifying the said persons for acknowledgement upon addition or deletion of the lists in said Register.
- (c) Dividend payment or non-dividend payment.
5. Duties and Responsibilities
- The Board of Directors assigns the Managing Director to have duty to govern this Policy to ensure that the persons designated by the Company to strictly comply with the Policy.
- The Company Secretary has the main duty to adopt this Policy for practice and follow up the effectiveness and clarify and reply the queries.
- The executives have duty and responsibility to assure that his/her subordinates are realized on the significance and understand this Policy, and strictly comply with the policy.
- The directors and executives shall strictly comply with this Policy and communicate it to their spouse and underage children for acknowledgement.
6. Policy and Practical Guideline
6.1 Prohibition of the insider trading of the securities
The directors and executives must comply with the prohibition of the insider trading of the securities as prescribed in the Securities and Exchange Act in Section 241 “in purchasing or selling the listed securities in the Stock Exchange of Thailand, or securities traded in the Securities Trading Center, any person is prohibited to purchase or sell, or offer for purchasing or offer for sale, or persuade other person to purchase or sell or offer for purchasing or offer for sale of the listed securities in the SEC or of the securities traded in the Securities Trading Center either directly or indirectly in the manners that likely to take advantage of the third party using the fact as an essence of the change in the securities price which is not publicly disclosed and perceived by him/her in the said position or status, and whether the said act will be performed for his/her own or other person’s benefit or disclose the said fact to allow other person to perform the said act whereas he/she obtains the return.”
6.2 Blackout period
6.2.1 The person designated by the Company is prohibited to trade the Company’s securities within 30 (thirty) days period prior to quarterly and yearly disclosure of the financial statements and other period which will be periodically specified by the Company.
6.2.2 In a special situation, the person designated by the Company may sell the Company’s securities during blackout period if he/she falls in the situations, for instance, a severe financial difficulty, or a requirement for observing the legal requirements, or falls under the judicial order, whereas the record specifying the reasons must be prepared and proposed to request the approval to:
- (1) The Chairman of the Board of Directors (in case where the seller is the director or the Company Secretary).
- (2) The Chairman of the Audit Committee (in case where the seller is the Chairman of the Committee);
- (3) The Managing Director (in case where the seller is the person designated by the Company and not the director and the Company Secretary).
However, the copy of such record shall be also delivered to the Company Secretary.
6.2.3 The Company Secretary shall announce a blackout period to the person designated by the Company for advance acknowledgement.
6.3 Securities holding reporting
6.3.1 First reporting
- (1) The directors and executives are responsible for preparing Their, Their Spouse and Underage Child’s Securities Holding Report in Form 59-1 (Attachment 1) of the Office of the SEC and delivering it to the Office of the SEC within 30 (thirty) days from the date of which they are appointed as the executive directors or auditors of the Company or the closing date of the public offering of the securities pursuant to the Securities and Exchange Act in Section 59.
- (2) The persons designated by the Company other than the director and executive are responsible for preparing the Group of the Companies’ Securities Holding Report (Attachment 2) and delivering to the Company Secretary within 30 (thirty) days from the date of which the notification date of the Company Secretary.
6.3.2 Reporting upon changes
- (1) The first four directors and executives of the Company are responsible for preparing the Change of the Company’s Directors’ Securities Holding Report in Form 59-2 (Attachment 3) of the Office of the SEC and delivering to the Office of the SEC within 3 (three) working days from the purchasing, selling, transferring or transfer accepting date of the securities pursuant to the Securities and Exchange Act in Section 59.
- (2) The persons designated by the Company other than the director, executive and auditor are responsible for preparing the Change of the Group of the Company’s Securities Holding Report Form (Attachment 4), and delivering to the Company Secretary within 3 (three) working days from the purchasing, selling, transferring or transfer accepting date of the securities
- The Change of the Company’s Directors’ Securities Holding Report Form must not be prepared in Form 59-2 for the change of the securities holding in the following cases.
- Offering for sale of shares to the primary shareholders in the shareholding proportion (Rights Offering).
- Exercise of the rights based on the converted securities.
- Offering for sale of shares or exercise of the rights under Warrants for Purchasing Newly Issued Shares or Convertible Debentures to the directors or employees of the Company (Employee Stock Option Program (“ESOP”)) or Warrants for Acquiring Securities from Employee Joint Investment Program (“EJIP”).
- Acquisition of the securities by legacy.
- Transfer or transfer acceptance of the securities from depositing as the trading guarantee of the futures contract
6.4 Trading of the securities not within the scope of trading the securities according to this Policy
This Policy is not applicable in case of entering into the securities holding or accepting the tender offer of the securities for business takeover.
7. Penalty in Case of the Policy Violation
The director and executive who violate the said policy may be liable both for criminal and civil offence pursuant to the Securities and Exchange Act.
8. Policy Review
The Company Secretary must regularly review this Policy and propose to the Board of Directors for considering and approving in case of change.
9. Monitoring and Supervision of the Policy Observance
– The first four directors and executives from the Managing Director are designated to report the change of securities’ holding to the Office of the Securities and Exchange Board (SEC) pursuant to Section 59 of the Securities and Exchange Act B.E. 2535 (1992) within 3 (three) working days from the purchasing, selling, transferring or transfer accepting date.
– The director and executives who purchase, sell, transfer, or accept the transfer of securities shall deliver 1 (one) copy of the said Report to the Company Secretary to be retained as evidence.
– The Company Secretary shall gather the Change of the Company’s Directors’ Securities Holding Report to be quarterly proposed to the Board of Directors’ Meeting.
10. In the Case of Doubts
If the directors and executives have any questions or doubts relating to this Policy or are not sure that the inside information with the essence are publicly disclosed, or the securities can be traded in any situations, please contact the Company Secretary Department via the following channel.
Company Secretary Department
Krungdhep Sophon Public Company Limited
Address : 185, Rajaburana Road., Bangpakok, Rajaburana, Bangkok 10140
Tel : 02-871-3191 Ext. 229
E-mail : email@example.com
However, the Policy shall be effective from 12 November 2020.