Thailand has proposed amendments to the Anti-Money Laundering Act B.E. 2542 (1999) as the country steps up its efforts to combat economic crimes and corruption. One of the primary objectives of the amendments is to enhance the effectiveness of measures curbing the use of nominees to help foreign nationals operate restricted or prohibited businesses in violation of the law. If these proposed updates are implemented, they will substantially strengthen existing legislation related to the use of nominees and bribing government officials, including officials of foreign governments and international organizations. These offenses would be treated as predicate violations under the amended legislation. The draft amendments are currently open for a public comment period, which is set to conclude on April 25, 2025. Highlights of the proposed amendments are detailed below. Predicate Offenses The draft amendments propose adding the concept of a “predicate offense” covering the following: Bribery: Giving, offering, or promising to give assets or benefits to Thai or foreign public officials, or officials of international organizations. Acting as a nominee: Assisting, supporting, or engaging in the business operations of a foreign national who is not permitted to operate that business; jointly operating a business with a foreign national under the guise that it is solely owned by the Thai national; or holding shares on behalf of a foreign national in a partnership, limited company, or any other legal entity to help the foreign national conduct business without the permits required under the Foreign Business Act. Under the draft amendments, Thai individuals or juristic persons who have agreed to take any of these actions, as well as foreign nationals who allow such assistance in their business operations, will be liable for committing a predicate offense under the Anti-Money Laundering Act. The draft proposes a prescription period of 15 years from the date the predicate offense was committed. Beneficial Owners and

On February 26, 2025, Thailand’s National Anti-Corruption Commission (NACC) issued a notification titled “Criteria for Individuals Living Together as Husband and Wife that Are Considered as De Facto Spouses (No. 2) B.E. 2568 (2025).” This new notification, published in the Government Gazette on March 7, 2025, took effect retroactively from January 22, 2025. Prior to this notification, the term “spouses” specifically included “individuals living together as husband and wife” without registering marriage, referring to similar language at the time in Thailand’s Civil and Commercial Code. However, it was unclear whether this term included same-sex and other nontraditional couples. After the Marriage Equality Act revised this language in the Civil and Commercial Code to only refer to “spouses” (with a gender-neutral Thai word), the NACC took the opportunity to issue a new notification that simply replaces any mention of “husband and wife” with “spouses,” thereby removing the ambiguity. As a result, this new notification covers same-sex de facto spouses of politicians and high-ranking officials. These spouses’ assets must now be declared together with the officials’ assets. Additionally, same-sex de facto spouses of state officials are prohibited from engaging in business with the Thai government that may present conflicts of interest. Importantly, the notification also impacts the interpretation of the Office of the Prime Minister’s (OPM) Regulation on the Giving or Receiving of Gifts by Public Officials B.E. 2565 (2022). In this regard, same-sex de facto spouses of government officials are now also prohibited from accepting gifts or other benefits related to official duties. This is because the OPM regulation references the NACC definitions when defining “family members” to include “de facto husband and wife.” Under the OPM regulation, public officials and their supervisors are strictly prohibited from permitting or condoning family members’ acceptance of gifts or other benefits related to official duties from individuals

The collapse of a building under construction in Bangkok on March 28, 2025, following a powerful earthquake in Myanmar has sparked widespread public concern about the potential financial impact on local insurers and insurance implications. The construction site was insured under a contractors’ all risks (CAR) policy, and initial reports and market speculation suggest that the event could cause serious financial strain for the domestic insurance industry. Nevertheless, local insurers connected to the site of the collapse may face limited exposure for two main reasons: Reinsurance significantly mitigates local insurers’ exposure. According to market sources, 95% of the CAR coverage for the construction site was reinsured by foreign reinsurers. This is standard risk-management practice for large-scale infrastructure and construction projects, allowing local insurers to participate in underwriting while transferring most of the liability offshore. As a result, the direct financial impact on domestic insurers is expected to be minimal, subject to the reinsurance contracts and any potential claims disputes. Potential exclusions may apply. The Thai General Insurance Association has issued an interim public advisory noting that coverage under the CAR policy may be limited or excluded altogether, pending a full investigation. CAR policies often contain exclusions for certain events, depending on how the policy is worded and the actual cause of the incident. A thorough factual and forensic investigation will be necessary to determine the true cause and assess policy applicability. For further information or assistance in reviewing CAR or project insurance coverage in Thailand, please contact Athistha (Nop) Chitranukroh at [email protected], Witchupong Chittchang at [email protected], or Ajaree Trachukul at [email protected].

On October 25, 2024, the State Bank of Vietnam (SBV) issued Circular No. 49/2024/TT-NHNN (“Circular 49”) amending and supplementing certain provisions of Circular No. 11/2022/TT-NHNN dated September 30, 2022, on bank guarantees (“Circular 11”). However, shortly thereafter, the SBV replaced both Circular 11 and Circular 49 with Circular No. 61/2024/TT-NHNN (“Circular 61”) dated December 31, 2024, which incorporates most of the updates from Circular 49 while introducing further amendments to bank guarantee regulations to align with the 2024 Law on Credit Institutions and 2023 Law on Real Estate Business. Circular 61 has an effective date of April 1, 2025. Below, we highlight some new regulations on bank guarantees under Circular 61, including those that were adopted from Circular 49. Updated Definitions Circular 61 broadens the definition of “customer” in bank guarantee relationships, introducing the possibility of a fourth party. Traditionally, a customer would request a credit institution to guarantee its obligations. Under the revised framework, a customer may also request the credit institution to issue a guarantee for another party, such as a parent company requesting a guarantee for its subsidiary. This change establishes a broader scope of parties involved in a bank guarantee relationship, which now includes the customer, the guarantor, the guaranteed party, and the beneficiary. Circular 61 also updates the definitions of “bank guarantee”, “cross-guarantee”, and “guaranteed party” to align with the term “bank guarantee” as defined in the 2024 Law on Credit Institutions. This includes requirements on mandatory debt acknowledgement. Bank Guarantees for Sale of Off-Plan Housing Circular 61, in alignment with Circular 49, the Law on Credit Institutions, and the Law on Real Estate Business, allows foreign bank branches and commercial banks (the “Guarantor”) to guarantee off-plan housing with a detailed procedure. The guarantee agreement between the Guarantor and the real estate project investor will be effective from the time of

Vietnam’s Law on Securities of 2019 was one of several laws amended (“Amended Securities Law”) under the wide-ranging Law No. 56/2024/QH15 passed by the National Assembly on November 29, 2024. The amendments came into force on January 1, 2025, with certain provisions related to professional securities investors and the eligibility criteria for public companies becoming effective on January 1, 2026. Below are some of the key points of the Amended Securities Law. Changes to Professional Securities Investors Professional securities investors (PSIs) are investors who have adequate financial capacity or securities qualifications and can participate in private placements and private funds, among other investment activities. Under the Amended Securities Law, foreign investors, including individuals and organizations, are now automatically classified as PSIs, without having to meet any requirements regarding financial capacity. This loosening of requirements is expected to attract more foreign investment. However, from January 1, 2026, individual PSIs will only be able to purchase, trade, and transfer privately placed corporate bonds that: (i) have been given credit ratings and are secured by collateral, or (ii) have been given credit ratings and covered by payment guarantees from credit institutions. Meanwhile, institutional PSIs will not be bound by these restrictions relating to privately placed corporate bonds. Protecting Shareholders in Private Securities Issuance The Amended Securities Law introduces additional conditions for private issuance of shares, convertible bonds, and warrant-linked bonds by public companies, and revises the required contents in the issuance plans from “criteria and number of investors” to “number of shares, offering price, or principles for determining the offering price.” This change promotes shareholder supervision and protects minority shareholders from overly powerful boards of directors. Expanded Powers of SSC The Amended Securities Law grants the State Securities Commission (SSC) new powers to suspend and cancel private placements of securities and adds new circumstances for the SSC to cancel public

Thailand is continuing on its path toward comprehensive legislation to address climate change. In November 2024, the country’s Ministry of Natural Resources and Environment (MNRE) launched a public hearing on a new draft Climate Change Act following revisions made after an earlier hearing on a previous draft of the act. The revised version strengthens Thailand’s climate policy framework by introducing the Carbon Border Adjustment Mechanism (CBAM), modeled after the EU’s system of the same name. The new draft also restructures the planned Emissions Trading Scheme (ETS) and enhances carbon-tax provisions. These initiatives aim to minimize carbon leakage, promote fair competition for domestic industries, and encourage lower greenhouse gas (GHG) emissions. As of March 2025, the Department of Climate Change and Environment, under the MNRE, is awaiting the Ministry of Finance’s input on the draft act’s establishment of the Climate Fund, a fund to support business innovation in responding to climate change. After incorporating this feedback, the department will submit the refined draft for cabinet approval, expected in 2025. The legislation will then undergo Council of State review, with implementation expected in 2026. Key Provisions The draft Climate Change Act contains a number of provisions that will affect businesses. Some of the most relevant are discussed below. Mandatory ETS The ETS is a mandatory mechanism designed to control GHG emissions by setting emissions caps for designated industries in alignment with national targets. Under this system, businesses receive emissions allowances allocated through free allocation or auctions. This scheme incentivizes emissions reductions by allowing businesses that emit less than their allocated allowances to sell their surplus allowances. The specific business sectors covered by the ETS have not yet been identified in the draft act, as details are expected to be in subordinate legislation. However, it is anticipated that the sectors will align with EU Emissions Trading System standards,

On January 1, 2025, the Department of Business Development (DBD) in Thailand’s Ministry of Commerce implemented new stringent corporate registration screening measures in collaboration with several other government agencies to prevent entities from opening corporate mule accounts to commit criminal activities in Thailand. The DBD’s Order of the Office of Central Company and Partnership Registration No. 3/2024 stipulates a new method for registering the establishment of partnerships and limited companies for people who have been involved in underlying crimes or who are owners of bank accounts that are being used for underlying crime, as per the notification of the Anti-Online Scam Operation Center (AOC) to the Anti-Money Laundering Office (AMLO) and the collated AMLO list of such persons. The order establishes the following key requirements: Managing partners and directors of partnerships and limited companies, respectively, whose names have been listed by the AMLO as a person who is involved in an underlying offense, or as the owner of a bank account being used for the underlying offense, must appear before the registrar in person. The concerned persons cited on the AMLO list must provide valid documentation of their identity to the DBD registrar (e.g., national identification card, government official identification card, government or state enterprise employee identification card, alien identification card, passport, document used in lieu of a travel document, or other similar documents with photo identification). This collaboration between the DBD and various relevant government agencies aims to eradicate the problem of fraudsters using mule accounts set up under legally established entities to deceive the public. It also seeks to enhance checks and screening of corporate mule accounts that are used to carry out criminal activities such as money laundering or cybercrime. These actions are part of the Thai government’s broader policy to suppress economic crimes. For more details about the new DBD regulations,

On February 6, 2025, the prime minister of Vietnam, Pham Minh Chinh, chaired an online meeting to review the progress of Vietnam’s digital transformation agenda. The meeting assessed achievements under the National Digital Transformation Program and Project 06 on the development and application of population data, electronic identification, and authentication for national digital transformation for the period 2022-2025, with a vision to 2030, approved by the prime minister in 2022. The meeting also outlined key legislative and regulatory priorities for 2025, as set forth in Notice No. 56/TB-BPCP issued by the Government Office on February 23, 2025 (Notice 56). One of the central focuses of the 2025 digital transformation agenda is the development and issuance of laws and regulations governing digital technology, data management, and cybersecurity. Below are the key legal developments provided in Notice 56 that stakeholders should anticipate in the coming months. 1. Law on Digital Technology Industry The Ministry of Information and Communications (MIC) has been tasked with finalizing the draft Law on Digital Technology Industry (DTI Law) for submission to the National Assembly at its 9th session in May 2025. This law is expected to establish a comprehensive legal framework for the digital technology sector, addressing regulatory gaps in emerging fields such as artificial intelligence (AI), Internet of Things (IoT), cloud computing, big data and platform services to promote innovation, ensure data security, and support the growth of the digital economy in Vietnam. Concurrently, the MIC will expedite the issuance of guiding decrees to ensure the swift implementation of the DTI Law once enacted. 2. Law on Personal Data Protection and regulations guiding implementation of Data Law The Ministry of Public Security (MPS) is making efforts to finalize the long-anticipated Law on Personal Data Protection (PDPL)—data protection is currently governed by Decree No. 13/2023/ND-CP on personal data protection—which will be