Thailand’s draft Emergency Decree on Technology Crimes Suppression, which we covered in a client alert in January 2025 primarily addressed to telecom operators and financial institutions, is expected to have significant implications for a wide range of business operators.  The draft emergency decree has already been approved by the cabinet but may undergo further developments as it continues in the legislative process. In this article, we will highlight the material impacts of the draft emergency decree on overseas and local fintech operators. Expanded Definition of “Technology Crimes” The definition of “technology crimes” now includes the following acts of forgery or alteration: Forging or altering the identity of individuals and biometric characteristics by utilizing computer or communication systems or other electronic means to commit offenses. Forging or altering symbols, trademarks, or seals of groups (e.g., foundations, community enterprises) or juristic persons, including acts by juristic persons using individuals or juristic persons as nominal directors or shareholders, regardless of whether such individuals or legal juristic persons reside in Thailand. Forging or altering digital or online platforms, regardless of the platform’s location or legal status. Individuals who conspire, utilize, assist, or support the commission of these offenses will face the same penalties as the principal offender. Business Operator Definition The scope of “business operators” is now expanded to cover various fintech and digital asset operators beyond those under the Payment Systems Act (PSA). The draft emergency decree now includes the following operators, whether they are legally authorized or not: Business operators under the PSA and business operators who operate “as if” they are payment system operators Business operators under the Royal Decree on Digital Asset Businesses or business operators who operate “as if” they are digital asset business operators. Foreign exchange business operators. Disclosure and Exchange of Information Business operators must disclose

On January 24, 2025, the prime minister of Vietnam issued Decision No. 232/QD-TTg, approving the proposal for establishment and development of a carbon market in Vietnam. The decision establishes a compliance mechanism for greenhouse gas (GHG) emitters and creates opportunities for investors interested in carbon trading in Vietnam. Market Development Roadmap Decision 232 establishes a phased approach to developing Vietnam’s carbon market, with the following ambitious milestones: Before June 2025 (preparation period): The legal framework for trading of emissions quotas and carbon credits and a carbon-credit offset exchange mechanism will be developed, along with the necessary infrastructure for organization and operation of the carbon-credit market. From June 2025 to the end of December 2028 (pilot period): A pilot domestic carbon exchange will be launched, with continued legal refinements. From 2029 (official launch period): The carbon market will be fully operational. Carbon Market Structure and Trading Mechanisms Vietnam’s carbon market will function as a centralized, government-regulated exchange, trading two main assets: GHG emissions quotas (allowances) allocated to regulated emitters, which can be traded or auctioned; and Carbon credits generated from domestic and international projects that are certified for trading. The carbon credits generated from international projects include those originating from international exchange or offset-crediting mechanisms such as the Clean Development Mechanism (CDM), the Joint Credit Mechanism (JCM), and Article 6 of the Paris Agreement. The National Registration System for GHG emissions quotas and carbon credits will be primarily developed and operated by the Ministry of Natural Resources and Environment. Transactions of GHG emissions quotas and carbon credits will occur on the domestic carbon exchange, managed by the Hanoi Stock Exchange, and will follow a centralized process where verified quotas and credits receive unique domestic codes for trading and participants must have depository accounts. The Vietnam Securities Depository and Clearing Corporation

Exchangeable bonds (EBs) are uncommon financial instruments in the Thai market and differ from convertible bonds, which allow conversion into newly issued shares. EBs, on the other hand, are an alternative way of raising funds but are not defined under Thai rules and are typically not offered in Thailand. Instead, a major shareholder of a Thai-listed company uses an offshore vehicle company to issue EBs backed by its trading shares in a Thai-listed company. The exchange price usually includes a premium over the reference price. This method enables the major shareholder to monetize holdings efficiently while maintaining flexibility in financial management through funds raised without relying on traditional loans. Share Price Impact In one recent case involving the issuance of EBs backed by Thai listed shares, the share price of the underlying company got hit significantly. Some critics may view EB issuance as harmful to minority investors while providing advantages to the EB issuer because the potential conversion can lead to an increase in the supply of the company’s shares in the market, since the bondholders converting EBs often sell those shares in the market. This may exert downward pressure on the share price due to the higher supply of shares available for trading. Meanwhile, the advantages of issuing EBs seem to be fundraising at a lower cost for the major shareholders to the detriment of minority investors in a listed company. The anticipation regarding impending conversions can also affect investor sentiment, leading to increased volatility in the share price. Some may view the issuance of EBs as having a positive side since this typically offers a higher conversion price compared to the current trading price, but whether it will undergo future growth would still largely depend on the market’s confidence in the stock price, and disclosures play a

The Thai cabinet has approved a draft amendment of the Emergency Decree on Measures for the Prevention and Suppression of Technological Crimes as proposed by the Ministry of Digital Economy and Society to strengthen measures against technological crimes, particularly targeting call center scams and cyber fraud. Following the Council of State’s review, the emergency decree will be become effective immediately upon its enactment and publication in the Government Gazette. While the draft amendment is not yet publicly available, the government recently indicated that the emergency decree aims to empower authorities with decisive measures to combat cybercrime effectively. It underscores the shared responsibility among various sectors, including banking, telecommunications, and online platforms, in safeguarding against technological crimes. Key provisions of the draft amendment of the emergency decree include: Telecommunications provider obligations: Telecommunications service providers must suspend SIM cards associated with criminal activities. The National Broadcasting and Telecommunications Commission and mobile service providers themselves are authorized to temporarily suspend mobile phone numbers if there is reasonable suspicion of involvement in criminal activities. Banking responsibilities: Financial institutions are required to promptly report mule accounts to the Anti-Money Laundering Office to facilitate quick restitution to victims. The Anti-Money Laundering Transaction Committee is empowered to order the return of funds to victims without requiring a final court ruling. Penalties for noncompliance: The amended emergency decree introduces penalties for noncompliance by regulated entities that fail to prevent criminal activities for offenses related to technology crimes in the following cases: Digital asset services: Those engaged in the buying, selling, or exchanging of digital assets, such as cryptocurrencies and digital tokens, as well as digital asset businesses that launder money obtained from online crimes by converting it into digital currency, will be subject to imprisonment for up to one year, a fine of up to THB 100,000,