The Securities and Exchange Commission (SEC) initiated a probe after obtaining information from the Stock Exchange of Thailand (SET) in November 2016, which subsequently uncovered insider trading activities carried out by six individuals between March and August 2016.
The group implicated in these actions consisted of:
- Winai Teawsomboonkij, Chairman of the Executive Board, Chief Executive Officer, and Director of Thai Foods Group Public Company (SET: TFG).
- Nattawut Teawsomboonkij, who held more than 5% of TFG’s registered capital.
- Wuttipong Wangsomboondee (also known as Wuttipong Rattananon).
- Panida Trongthammakit.
- Kanyarat Trongthammakit.
- Woranart Wangsombundee, who purchased TFG shares and TFG-W1 warrants.
According to the SEC, the six leveraged undisclosed, materially positive information regarding TFG’s 1Q and 2Q16 financial performances for trading advantage. The company had reported a net profits of THB 200.81 million for the first quarter and THB 670.73 million for the second quarter. This non-public information was used as the basis for their stock and warrant acquisitions across two timeframes.
During the first period (March 1 – May 12, 2016), Winai and Nattawut transacted in TFG shares based on inside knowledge of Q1 results, using both their own and others’ trading accounts, including those belonging to Wuttipong and Panida, from which Winai benefitted. This conduct was deemed a violation of Section 241 of the Securities and Exchange Act B.E. 2535, along with Section 83 of the Criminal Code.
Wuttipong and Panida were also accused of aiding Winai, which falls under the Section 241 in conjunction with Section 86 of the Criminal Code, as indicated by the SEC.
The second incident, spanning May 25 to August 10, 2016, involved further purchases of TFG shares and TFG-W1 warrants by Winai and Nattawut, this time utilizing insider information relating to Q2 financial results. Trades occurred in Nattawut’s account along those of Wuttipong, Panida, Kanyarat, and Woranart. According to regulatory findings, both Winai and Nattawut breached Section 241 of the Securities and Exchange Act, and Section 83 of the Criminal Code.
Meanwhile, Wuttipong, Panida, Kanyarat, and Woranart were also accused of aiding Winai, which falls under Section 241 and Section 86 of the Criminal Code.
All six individuals were found in violation of Section 241 of the Securities Act, which stipulated penalties under Section 296 in its prevailing form at the time. Present law, as amended by the Securities and Exchange Act (No. 5), B.E. 2559, continues to recognize such conduct as an offense under Section 242, with penalties outlined in Sections 296 and 296/2. The act’s transitional provisions enable authorities to impose civil sanctions—specifically, fines and restitution equal to any gains made—without exceeding penalties applicable at the time of the wrongdoing.
The Civil Sanctions Committee (CSC) resolved to enforce these measures:
- Winai is required to pay a total of THB 1,122,195,148.15, including both civil fines and restitution.
- Nattawut must pay a civil fine of THB 1,000,000.
- Wuttipong and Panida each face a civil fine of THB 666,666.66 penalty.
- Kanyarat and Woranart are subject to civil fines of THB 333,333.33.
Implementation of these sanctions is contingent on the offenders signing consent agreements. If they refuse, the SEC will seek court-ordered penalties at the legal maximum, but not less than those proposed by the CSC. Any funds collected from these penalties and restitution will be transferred to the Ministry of Finance as public revenue.
Additionally, the CSC’s ruling renders Winai unfit to serve as a director or executive in a listed company, pursuant to SEC Notification No. GorJor. 3/2560. Consequently, he must relinquish all such roles. Citing Clause 6(2) of the notification, the SEC established that Winai’s untrustworthiness, resulting from two separate violations, would bar him from directorial or executive duties for a period of 40 months, commencing December 26, 2025.
TFG has notified the SET that, as disclosed by the SEC on its website on December 29, 2025, the SEC has imposed civil sanctions against Winai Teawsomboonkij, the company’s Chief Executive Officer and Director, in relation to the use of inside information for purchasing the company’s shares.
From the aforementioned event, the company has informed that it has acknowledged the SEC’s imposition of civil sanctions and is currently considering and discussing with all relevant parties, including seeking legal advice, in order to consult further with the SEC on this matter. The company has been notified by Winai Teawsomboonkij that he is in the process of discussing this matter with the SEC.
This matter is personal and does not affect the company’s business operations. However, the company will convene a meeting of the Board of Directors to consider and discuss this matter and determine appropriate courses of action. The company will take necessary and appropriate measures to ensure that this incident does not impact its business operations.
Currently, the company still has two other executives and authorized signatories namely: 1. Phet Nantavisai and 2. Siriluck Tangwiboonpanich. These individuals continue to oversee the company’s affairs together with the Board of Directors. The company remains capable of conducting its business as usual and is committed to achieving its strategic objectives.
In this regard, the company respectfully requests all stakeholders to maintain their confidence and trust in the company, which will continue to conduct its business operations and adhere to the principles of good corporate governance for listed companies.
Following the notification, TFG received the NP (Notice Pending) mark, as CEO Winai, who has not yet resigned from his positions, was deemed disqualified as a trustworthy person to serve as a director and executive of a listed company in the SEC’s civil sanctions. The SET has requested investors to monitor the termination of Winai’s position.
