The Thailand Securities and Exchange Commission has ordered Royal Orchid Hotel Thailand Public Company Limited to clarify and publicly disclose information on financial assistance it provided to companies linked to its major shareholder, after identifying concerns over the transactions and the approval process. The company must submit supporting documents and disclose the information through the Stock Exchange of Thailand’s SETLink system by 6 July 2026. The regulator also urged ROH shareholders to exercise their voting rights at the Extraordinary General Meeting on 7 July 2026, noting that the independent financial advisor has advised shareholders not to approve ratification of the transactions. The transactions cover promissory note loans made between May 2025 and May 2026 to Grande Asset Hotels and Property Public Company Limited, Property Perfect Public Company Limited and Grand Global Gloves Company Limited for THB 141 million, THB 80 million and THB 3.5 million, respectively, for a total of THB 224.5 million. As of 14 May 2026, outstanding debt from GRAND and GGG stood at THB 94.5 million excluding accrued interest, while PF had repaid principal and interest in full. ROH’s board and audit committee did not agree with the executive committee’s approval of the loans because the transactions were not handled in line with related party transaction requirements before they were entered into. The independent financial advisor said the interest rates were below ROH’s average financial cost, causing losses, and found no analysis of funding cost, pricing margin or repayment capacity, while also stating that conflicted persons approved transactions outside their authority. The SEC separately said ROH may not have disclosed the transactions completely or clearly, which could affect investors’ rights or decisions. ROH is required to provide the clarification and supporting materials by 6 July 2026, ahead of the shareholder meeting on 7 July 2026 that will consider ratification of the loans.
Thailand Securities & Exchange Commission2026-06-30
Thailand Securities and Exchange Commission orders ROH to clarify THB 224.5 million related party loans before 7 July shareholder vote
The Thailand Securities and Exchange Commission ordered ROH to clarify and disclose information on THB 224.5 million of related party loans by 6 July 2026. The regulator said there were concerns about the loans’ terms, approvals and disclosure, and urged shareholders to vote at the 7 July 2026 meeting where ratification will be considered. An independent financial advisor has recommended that shareholders reject the transactions.