The Securities and Exchange Commission (SEC) has filed a criminal complaint with the Economic Crime Suppression Division (ECD Police), accusing Akalarp Yimwilai, a former chief executive of Zipmex Thailand, of presenting false statements to the public.
The SEC has reviewed information concerning Zipup/ZipUp+, a service that provides rewards in the form of bonuses to customers who use the Z Wallet on the Zipmex digital asset exchange platform in Thailand.
In March 2022, Zipmex announced a change to the terms and conditions of its ZipUp+ service provided via Zipmex Asia Pte Singapore (Zipmex Asia) and/or other affiliated companies, leading to a shutdown of the Z Wallet deposit and withdrawal system of Zipmex Thailand.
"The SEC found customers' digital assets in Z Wallet were transferred to a digital wallet abroad even before Zipmex Thailand announced the changes to the terms and conditions of the service. That does not correspond with the facts that Zipmex Thailand communicated to the public," the regulator said in a statement yesterday.
In light of this development, the SEC determined that Zipmex Thailand committed fraud by presenting false statements and concealing the truth which it should have provided to the public, and Mr Akalarp, who was a director and chief executive of Zipmex Thailand at the time, committed an action that was considered to be an offence according to Section 82 of the Digital Asset Decree 2018.
Under Section 82, any director, manager or person responsible for the operation of any juristic person under Section 89, who, in a dishonest manner, deceives the public by making a false statement or concealing any fact which should have been disclosed to the public, is subject to 5-10 years imprisonment and a fine of 500,000 to 1 million baht.
Therefore, the SEC filed a complaint against Mr Akalarp with the ECD Police in order that it can consider taking further legal action.
Meanwhile, the SEC has also ordered One to One Contacts (OTO) to disclose details of its capital increase through private placement (PP) and share acquisitions of Peer for All Co (PFA) and Happy Products and Service Co (HPS).
The order was made after an independent financial advisor (IFA) indicated that the prices of both transactions were inappropriate.
OTO reported to the Stock Exchange of Thailand (SET) that it would ask an extraordinary shareholders' meeting held on Feb 19 to approve its PP issuance of no more than 1.2 billion shares at 0.60 baht each, with the proceeds totalling 720 million baht. The fundraising was for purchasing PFA and HPS shares.
"The IFA views that the offered PP price is lower than the fair value of OTO shares and inappropriate when compared to OTO's appraised price of 1.07-1.53 baht each," the SEC noted.
Investing in PFA is not appropriate and carries a high level of risk for OTO as the total purchase price of 565 million baht is higher than the fair value that the IFA estimates to be 359 million baht. The interest rate return is also lower than the shareholder equity cost and financial costs of OTO.
"Given the high prices, the IFA views that OTO shareholders should not endorse the transactions," the regulator added.
But OTO's internal audit committee shares its opinion via the SET's information system on Feb 2 that the company's board of directors see the PP shares and investment in HPS as being appropriate.
The regulator therefore ordered the OTO board to clarify matters and submit relevant documents to the regulator by Feb 14 and also disclose such information via the SET's information system. The SEC also asked OTO's shareholders to study the information carefully and exercise their right to protect their own interests, it added.