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TNPF - The Stock Exchange of Thailand

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Rules and Restrictions in Holding <strong>of</strong> Investment Units<br />

1. <strong>The</strong> rules and restrictions in holding <strong>of</strong> the investment units will be as the regulations<br />

prescribed by the Office <strong>of</strong> the SEC as follows:<br />

1.1 Any person or group <strong>of</strong> same persons cannot hold the investment units more<br />

than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold except in the<br />

following cases:<br />

(1) It is a distribution <strong>of</strong> the investment units to the following persons not<br />

more than 50 percent <strong>of</strong> the total investment units sold:<br />

(a) Government Pension Fund, Social Security Fund, Provident Fund<br />

or Mutual Fund for general investors.<br />

(b) Any Jurisitc person set up under Thai law and do not need to pay<br />

juristic person income tax.<br />

() Other persons waived by the Office <strong>of</strong> the SEC as deemed<br />

necessary and appropriate.<br />

(2) It is a distribution <strong>of</strong> the investment units to the underwriter who is<br />

deposited with the investment units in accordance with an underwriting<br />

agreement. <strong>The</strong> underwriter will hold such deposited investment units<br />

that are exceeding one-third <strong>of</strong> the investment units sold for not more<br />

than 1 year after the date <strong>of</strong> deposit.<br />

1.2 Owner, lessor, transferor <strong>of</strong> leasehold rights or person giving the rights <strong>of</strong><br />

immovable property which the Fund will invest in or any group <strong>of</strong> same persons<br />

holding the investment units in aggregate not exceeding one-third <strong>of</strong> the total<br />

number <strong>of</strong> investment units sold.<br />

1.3 Since the Fund invests in immovable property in the following manners, the<br />

Fund cannot have the foreign unitholders hold the investment units more than<br />

49 percent <strong>of</strong> the total investment units sold :<br />

(1) Invest in the right <strong>of</strong> land in accordance with the Land Code Act or<br />

(2) Invest in ownership in a condominium when the total areas <strong>of</strong> the<br />

condominium that the Fund invested in and the areas <strong>of</strong> the<br />

condominium already owned by foreigner investor is more than 49<br />

percent <strong>of</strong> the total areas <strong>of</strong> all condominium units in such condominium.<br />

2. Under 3 and 4, in case it appears as a fact to the Manangement Company that any<br />

person or group <strong>of</strong> same persons hold investment units <strong>of</strong> the Fund in aggregate more<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 40

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