Objectives

The Investment Banking Club has designed a training course for financial advisors, the objectives of which are: to promote knowledge and understanding of the financial advisory profession, to keep raising the efficiency of financial advisors and to establish common standards for those in this particular profession in the Thai capital market. In addition, the Institute aims to expand learning opportunities and increase the supply of efficient personnel in the industry in the long run in order to accommodate the future volume of transactions. This course should also help prevent personnel poaching problems following the change in the criteria of the Securities and Exchange Commission (SEC) with regard to granting approval for financial advisory operation from a corporate basis to an individual basis. The training course is targeted at financial advisors as well as the interested public.

Principles

1. With approval of the Curriculum Development and Evaluation Sub-committee consisting of resources persons from various fields related to the financial advisory profession, the Investment Banking Club is responsible for running the Financial Advisor Training Course, and for defining the criteria for evaluating the proficiency of those desiring to practice the financial advisory profession after undergoing the training.
2. The SEC is responsible for granting approval for financial advisory operation on a case by case basis.

Training Methodology

1. In-class lectures of fundamental knowledge, focused on providing trainees with information about the relevant principles, rules and regulations, and fundamental knowledge in related disciplines required for performing duties as financial advisors to enable them to apply the principles and knowledge to actual situations illustrated in case studies. Individual trainees are then evaluated to determine their knowledge and understanding.
2. Total Training Period: 34.30 hours

Financial Advisor Training Course Structure

Contents and Training Methodology

1. Ethics and knowledge required for Financial Advisors
      1.1 Financial Advisors’ Duties and Their Independence
      1.2 Qualifications of Financial Advisors
            1.2.1 Code of Ethics
            1.2.2 Fundamental Knowledge
      1.3 Overview of Work Procedures of Financial Advisors
            1.3.1 Issuance and Offering of Securities
             – Initial Public Offering (IPO)
             – Private Placement (PP)
             – Public Offering (PO)
            1.3.2 Acquisition of Securities for Business Take-Overs
            1.3.3 Advisors to Minority shareholders
      1.4 Good Corporate Governance
2 . Due Diligence Guideline for Financial Advisors
3. Accounting Knowledge for Financial Advisors
     3.1 Fundamentals for Preparation and Elements of Financial Statement
            3.1.1 Balance Sheet
            3.1.2 Income Statement
            3.1.3 Cash Flow Statement
            3.1.4 Statement of changes in shareowner’s equity
            3.1.5 Accounting Policies and Notes to Financial Statements
      3.2 Significant Accounting Principles and Accounting standards Affecting the Elements of Financial Statements
            3.2.1 Impairment of Assets
            3.2.2 Performance Report
            3.2.3 Consolidated Financial Statement
            3.2.4 Effects of international accounting standards to financial statement
      3.3 Principles of Disclosure of Material Information such as
            3.3.1 Off-Balance Sheet Transactions, Contingent Liabilities, Obligations
            3.3.2 Related Party Transactions
            3.3.3 Standard Announcement Presentation and Disclosure of Information on Financial Instruments
      3.4 Reviewing an Auditor’s Report
            3.4.1 Report with Emphasis of Matter Paragraphs
            3.4.2 Qualified or Adverse Opinions
4. Knowledge in Laws Related to Investors and Securities Issuers
      4.1 Public Company Law
            4.1.1 Duties and Responsibilities of Directors
            4.1.1 Duties and Responsibilities of Directors
            4.1.3 Capital Increase / Decrease
            4.1.4 Articles of Association
      4.2 The Securities and Exchange Act
            4.2.1 Public Offering Liability
            4.2.2 Sanctions for Violation of the Securities and Exchange Act
5. Issuance and offering of Securities
      5.1 Financial Advisors’ Duties and Their Independence
      5.2 Securities and Exchange Act: Provisions Relevant to Securities Issuance and Offering
            5.2.1 Principles – Investor Protection
            5.2.2 Scope of Supervision
      5.3 Criteria and Procedure for Ordinary Share Issuance and Offering (Information Disclosure and Report Forms)
      5.4 Criteria and Procedure for Issuance and Offering of Other Types of Securities than Ordinary Shares
(Information Disclosure and Report Forms)
            5.4.1 Bonds
            5.4.2 Share Warrants or Bond Warrants
            5.4.3 Bonds Offered to Foreign Investors
            5.4.4 Bills
            5.4.5 Securitization Asset-Back Securities
            5.4.6 Transferable Subscription Right (TSR)
            5.4.7 Derivative Warrants
            5.4.8 Option
      5.5 ESOP (Approval and Disclosure of Information)
            5.5.1 Offering Securities to Directors/Employees in Thailand by a Thai Company
            5.5.2 Offering securities to Directors/Employees in Thailand by a Foreign Company
     5.6 Obligations After offering
            5.6.1 Ordinary Shares
            5.6.2 Other Securities than Ordinary Shares
            5.6.3 ESOP
      5.7 Elimination of Conflict of Interest
      5.8 Guidelines for Review of Good Corporate Governance and Internal Audit
      5.9 Case Studies and Workshop
6. Securities Listing
      6.1 Roles of the Stock Exchange of Thailand
      6.2 Privileged of SET/mai’s listed company
      6.3 Listing Procedures
     6.4 Criteria for Acceptance of Securities as Listed Securities in the SET/mai
            6.4.1 Quantitative Criteria
            6.4.2 Qualitative Criteria
            6.4.3 Infrastructure Criteria
            6.4.4 Other Provisions
      6.5 Criteria for Acceptance of Other Types of Securities excluding common share
7. Acquisition of Securities for Business Take-Overs
      7.1 Financial Advisors’ Duties and Their Independence
      7.2 The SEC Law Governing Acquisition of Securities for Business Take-Overs (Sections 245-259)
      7.3 Relevant Announcements
            7.3.1 Principles of Announcements
            7.3.2 Contents of Announcement
                    7.3.2.1 Reporting of Acquisition and Disposal of Securities
                    7.3.2.2 The Making of a Tender offer
                    7.3.2.3 Statement of Intention to make a Tender offer
                    7.3.2.4 Details of a Tender offer
                    7.3.2.5 Opinion of the Business Regarding the Tender Offer
                    7.3.2.6 Post Tender Offer Requirements
                    7.3.2.7 Exemptions for Tender offer
                    7.3.2.8 Applying for Tender offer waiver
            7.3.3 Relevant Forms
8. Information Disclosure
      8.1 Information Disclosure Policy
      8.2 Acquisition and Disposal of Assets
      8.3 Connected Transactions
      8.4 Delisting
      8.5 Case studies and Workshop
9. Good Corporate Governance
      9.1 Definition and Factors of CG
      9.2 Principles and guidelines of CG for Listed Companies
      9.3 The importance of Sustainability in business operation and disclosure
10. Additional Studies
      10.1 Paper on Criteria for Acceptance of Debt Instruments for Listing in the Thai Bond Dealing Center
      10.2 Other relevant knowledge sources

Criteria for Marking and Evaluating Financial Advisor Test Results and for Test Retake

Qualification of examiner

1. At least 2 years of working experience (in any field) and
2. Required to fully attend FA’s training course.  Unless the examiner is the staff of IB Club’s Member, can choose to attend course in full or partial or omitted.

Marking and Evaluating Criteria

1. Tests of Knowledge (total 260 points)
The tests consist of questions to which candidates are required to write essay answers. They are all open-book exams, with a time limit of 12 hours and 15 minutes. The tests are grouped into two sections, as follows;

1) Core Knowledge Section (160 points), consisting of the following subjects:

– FA 103/1 Issuance and Offering of Securities-Equity Instruments
– FA 103/2 Issuance and Offering of Securities-Debt Instruments
– FA 105 Mergers and Acquisition
– FA 106 Information Disclosure

2) General Knowledge Section (100 points), consisting of the following subjects:

– FA 100/1 Ethics and General Knowledge for Financial Advisors
– FA 100/2 Due Diligence Guideline for Financial Advisors
– FA 101 Accounting for Financial Advisors
– FA 102 Legal knowledge Relating to Investors and Issuers of Securities
– FA 104 Listing Procedures
– FA 107 Good Corporate Governance

2. The testing time and total points of each subject are as follows;

The test is divided into three sessions, taking place in the afternoon of three days, with each lasting 4 hours 15 minutes, 4 hours 15 minutes and 3 hours 45 minutes. On the first day, the test consists of the following subjects: FA 100/1 Ethics and General Knowledge for Financial Advisors, FA 101 Accounting for Financial Advisors, and FA 103/1 Issuance and Offering of Securities-Equity Instruments On the second day, the exam consists of the following subjects: FA 100/2 Due Diligence Guideline for Financial Advisors, FA 102 Legal knowledge Relating to Investors and Issuers of Securities, FA 103/2 Issuance and Offering of Securities-Debt Instruments and FA 106 Information Disclosure On the third day, the exam consists of the following subjects: FA 104 Listing Procedures, FA 107 Good Corporate Governance and FA 105 Mergers and Acquisition

Marking is done by the lecturer of each subject. The IB Club will process the scores submitted by the lecturer using the passing criteria as follows;
1. The total points achieved must not be less than 60% of the total points of all subjects combined (156 out of 260 points), and
2. Achievement of at least 50% of the total points (80 out of 160 points), in the core knowledge section which consists of four subjects; namely, FA 103/1 Issuance and Offering of Securities-Equity Instruments, FA 103/2 Issuance and Offering of Securities-Debt Instruments, FA 105 Mergers and Acquisition, and FA 106 Information Disclosure

Test Retake Criteria

1. Number of Allowable Test Retakes
Those who fail in their first attempt may retake the test for not more than three consecutive times. The first one must be on the immediately following occasion. For example, those who failed in the 1/2023 test must retake in the 2/2023 session. If they do not pass it, they may retake the test again in 1/2024 and 2/2024 sessions. Those who fail in several subjects may choose to retake the tests in one or two subjects at a time provided they pass all the subjects within the prescribed period.

2. Test Retake Methods
The Investment Banking Club will inform those who failed in the tests of the subjects they did not pass (e.g., those who obtained less than 9 points from the total points of 15 for FA 100/1). The candidates may choose the methods for retaking the tests, as follows;
2.1) Core Knowledge Section – candidates can either choose to retake the tests for the subjects they did not pass or the tests for the entire section (four subjects).
– For the retake of individual subjects, the pass mark is 60% of each subject or
– For the retake of all the four subjects – the pass mark is 50% of the total points.
2.2) General Knowledge Section – candidates are required to retake only the tests for the subjects in which they failed and the pass mark is 60% of each subject.

Enrollment by Tranfer Fee

1. Transfer an enrollment fee to saving account, “Association of Thai Securities Companies-Investment Banking Club”, a/c number 718-2-18138-7, Kasikorn Bank, Ratchadapisek Road (Sukhumvit-Rama 4) branch.
2. Send the pay-in slip to e-mail : [email protected]
3. A receipt will be sent to the candidate within seven days from the date of receipt of the enrollment fee pay-in slip.

Enrollment Documents
1. Training: A copy of an ID card
2. Examination:
– A letter certifying working experience for not less than two years
– A copy of an ID card

Fees

Financial Advisor Training Course

1. Training for the entire course 16,050 Baht
2. Training for individual subjects

Financial Advisor’s examiner

1. Tests for the entire course 6,313 Baht
2. Test retake fees

* If the total examination retake fee is greater than Baht 6,313 the fee charged will be equal to the fee for the entire course test.
** The above fees are inclusive of VAT**
Remarks: 1 In order not to impair the right of other candidates, no refund will be made after the enrollment.

1. Candidates will undergo training and/or take the test(s) according to the schedule they have enrolled into. However, the right to undergo training and/or sit the test(s) may be transferred to another person by giving notice to the Investment Banking Club seven days in advance of the training or test, as the case may be.
2. By virtue of the Order of the Revenue Department Tor Por 4/2528, dated 26 September 1985, Item 8(2) granting exemption to the Association of Thai Securities Companies, seminar participants are not required to deduct a withholding tax.

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