SCB Asset Management Company Limited (“SCBAM”)
The REIT Manager has assigned Max Future Company Limited as a property management in order to manage and provision for benefits from the REIT’s investment assets with the scope of rights, duties, and responsibilities under the Property Manager Agreement.
Name of Trustee:
Company registration number:
The Trustee received its trustee license from The Securities and Exchange Commission Office on 18 September 2013.
Duties and Responsibilities
The Company, as the REIT Manager, is responsible for the management of SPRIME and overseeing the performance of the Property Manager. The Company, as the REIT Manager, operating under the supervision of the Trustee, upholds the following roles and responsibilities:Read more
- The Trustee is responsible for the management of the REIT in an honest and cautious manner as a skilled professional. Treatment of SPRIME unitholders must be fair and in the best interest of the SPRIME beneficiaries as a whole. In addition, the Trustee must perform in accordance with the relevant laws, the Trust Deed, the objectives of the establishment of the REIT, unitholder resolutions, and other obligations as agreed upon with the unitholders (if any).
The Trustee must attend every unitholders’ meeting. In the case that a resolution request is submitted to the SPRIME unitholders for any given matter, the Trustee must act as follows:
- Respond to any inquiries and views on the issue in question or the resolution requested on whether it is in compliance with the Trust Deed or other relevant laws and regulations.
- Advise and inform the SPRIME unitholders that the resolution requested cannot be acted upon if not in compliance with the Trust Deed or other relevant laws and regulations.
- The Trustee is responsible for demanding debt payment in accordance with the Agreement entered between SPRIME and other parties.
- In the absence of the REIT Manager or in the case that the REIT Manager is unable to carry out its duties, the Trustee should serve as interim REIT Manager while a new REIT Manager is appointed. This is in accordance with Notification No. KorRor. 14/2555, in which the Trustee is responsible for the management of SPRIME as necessary in order to prevent, restrain, or limit any severe damage that may occur to the benefits of the REIT or unitholders as a whole. The Trustee is to perform the aforementioned duties in compliance with the Trust Deed and the Trust Act. The Trustee may assign another entity to serve as interim REIT Manager. Nonetheless, this must be within the scope, criteria, and conditions as stipulated in the Trust Deed, including the authority to identify a new REIT Manager as stipulated by the Trust Deed and the Trust Act or other relevant legal notices, regulations, or additional corrections.
- The Trustee maintains the rights, duties, and responsibilities in the management of SPRIME in accordance with the legal regulations and conditions of the Securities and Exchange Act and any other relevant laws.
- In the case that SPRIME establishes a policy for investment in non-Core Property, the management of the said asset investments may be carried out by the Trustee, the REIT Manager, or other outsourced entities as assigned by the Trustee or the REIT Manager in accordance with the Trust Deed. In the case that another entity that is not the REIT Manager assumes the responsibility, the said entity must act in accordance with the SEC notification on the outsourcing of business operations, particularly in regards to the outsourcing of operations in relation to the investments of Trust with the necessary modifications.
- In the case that the SEC, the Office of the SEC, or other relevant legal authority issues a law, regulation, notice, act, instruction, memorandum, leniency, cancellation, or makes modifications, corrections, or additions to the law, regulation, notice, act, or instruction currently in practice leading to the modification of the Trust Deed, the Trustee must act in accordance with the Trust Deed and may make modifications, corrections, or additions to the Trust Deed to comply with the modified, corrected, or additional law, regulation, notice, act, or instruction without the need to request for a unitholder resolution.
- The Trustee is prohibited from using its own debt incurred with external entities that is outside its duties as the Trustee to settle any debts with the external entities as debtors of the Trustee incurred from the management of SPRIME. Any violation of this condition shall be null and void.
- In the case that the Trustee enters into any juristic act or transaction with an external party, the Trustee is obligated to inform the external party in writing that the said juristic act or transaction entered upon as the Trustee.
- The Trustee is to establish the SPRIME property account separately from other properties and accounts of the Trustee. In the case that the Trustee manages several trusts, the property accounts of each trust must be separated from one another and must be properly, completely, and presently accounted for. In addition, the REIT must be separated from the Trustee’s personal assets and any other assets the Trustee may hold.
In the case that the Trustee does not comply with item no. 9.3 (10) leading to the mixture of the REIT and the Trustee’s personal assets to the extent that renders the assets to be indistinguishable from each other, it is presumed that:
- The mixed assets belong to SPRIME.
- Any damages and debt incurred from the mixture of assets are the personal damages and debts of the Trustee.
- Any benefits procured from the management of the mixed assets belong to SPRIME.
The mixture of assets as described in the first paragraph also includes any assets that have changed in form or condition from the mixed assets.
- In the case that the Trustee does not comply with item no. 9.3 (10) leading to the mixture of each trust’s assets to the extent that they are indistinguishable from one another, it is presumed that the assets in question, including any assets that have changed in form or condition and any benefits incurred from the said management of the assets, belong to each trust in proportion to the starting capital of each fund.
The Trustee’s authority and performance of duties in the REIT management is the specific matter of the Trustee and cannot be assigned to any other party to manage the REIT, except in the following cases:
- The Trust Deed stipulates otherwise.
- The transaction is not specific to or does not require the professional expertise of the Trustee.
- A transaction in which the asset owner holds assets and management objectives of the same general nature as the REIT can be assigned to any other party.
- Assuming custody of assets, establishing the Trust unitholders registration book, and monitoring of dividend payments or supporting operations of subsidiaries of the Trustee, the REIT Manager, or other registrars authorized for operation by the SET.
- Any other matters that the REIT Manager is responsible for and acts in accordance with the Trust Deed or regulations in Notification No. TorJor. 49/2555, Notification No. KorRor. 14/2555, and Notification No. SorChor. 29/2555 or any other relevant notifications or regulations and their modifications.
In the case that the Trustee rightfully assigns any other party to manage the REIT as per item no 9.3 (13), the Trustee must select the assigned party in a meticulous and cautious manner. In addition, the Trustee must adequately monitor and examine the substitution of management and provide supervision. Measures established in the assignment of duties in accordance with SEC Notification No. KorKhor. 1/2553 on the operational system, investor communications, and general business operations of the Trustee or any other relevant notices or regulations and its modifications are as follows:
- Selection of the appropriate party to perform the assigned task, taking into consideration the preparedness in terms of operating systems and personnel and any conflicts of interest between the assigned party and SPRIME.
- Supervision and evaluation of the assigned party’s performance.
- Further procedures on the part of the Trustee in the case that the assigned party is deemed unsuitable for future assignments.
Nevertheless, the SEC may issue a notice specifying the details of the Trustee’s actions in such cases.
In the case of a change of Trustee, if the newly assigned Trustee finds that the prior management of the REIT was not in compliance with the Trust Deed or Trust Act resulting in the damage of the REIT, the new Trustee may take the following actions:
- Demand financial compensation for the damages from the liable Trustee.
- Demand the return of assets from external parties, regardless of whether the said party acquired the asset from the previous Trustee and whether the REIT’s assets have changed in form or condition to other types of assets, except in the case that the said party acquired the asset in good faith, paid compensation fees, and had no knowledge that the asset in question was acquired through improper management of the REIT.
In the management of SPRIME and the rightful assignment of any other party as the REIT Manager in accordance with item no. 9.3 (13), should any expenses arise or if the Trustee must make a payment either in cash or other assets to an external party with the Trustee’s personal funds or assets as necessary, the Trustee is entitled to the return of the said funds or assets from SPRIME, except if the Trust Deed specifies otherwise.
The right to the return of funds or assets in the above paragraph is the preferential right that the Trustee holds prior to the property rights or any other rights that Trust unitholders and external parties may exercise over SPRIME and can be immediately enforced without waiting for termination of the Trust. In the case that the condition or form of the asset from the REIT must be changed in order to return the funds or assets to the Trustee, the Trustee has the authority to do so in good faith and in accordance with regulations, conditions, and procedures as specified by the SEC or the Office of the SEC.
- The Trustee is prohibited from exercising its rights in accordance with item no. 9.3 (16) until its debt to the REIT has been paid in full, except in the case that the debt may be settled in accordance with the Civil and Commercial Code.
In the case that the Trustee’s management of SPRIME is not in compliance with the Trust Deed or the Trust Act, the Trustee must be held accountable for any damages occurred to SPRIME.
In the case that there is a necessity or reasonable cause in regards to the benefit of the REIT, the Trustee may seek the approval of the Office of the SEC before transitioning the management of the REIT outside of the stipulations of the Trust Deed. If the Trustee is able to take action as approved in good faith and for the benefit of the REIT, the Trustee does not need to be held accountable as stated in the above paragraph.
The Trustee is responsible for ensuring that the main points of the Trust Deed are in accordance with the relevant laws. In the case of modification or amendment of the Trust Deed, the Trustee may take the following measures:
- Oversee the amendment of the Trust Deed to comply with the procedures and conditions as stipulated in the Trust Deed and regulations as stipulated by relevant laws.
- In the case of amendment of the Trust Deed that does not comply with item no. 9.3 (19) (19.1), the Trustee is to exercise its authority as specified in the Trust Deed and the Trust Act in order to safeguard the benefits of the SPRIME unitholders as a whole.
- In the case of the subsequent modification the criteria for proposed sales of SPRIME units or management of the REIT issued as part of the Securities and Exchange Act and Trust Act and the Trust Deed features regulations that are not in compliance with the aforementioned criteria, the Trustee is to modify or amend the Trust Deed to comply with the said criteria, using the procedure as specified in the Trust Deed or in accordance with the instruction of the SEC as per Section 21 of the Trust Act.
The Trustee is responsible for monitoring, supervision, and investigation to ensure that the REIT Manager or other assigned parties (if any) performs its assigned duties in accordance with the Trust Deed, and other relevant agreements and notices as stipulated by the SEC or the Office of the SEC. The aforementioned monitoring, supervision, and investigation include the following duties:
- Oversee that the management of SPRIME is carried out by the REIT Manager as approved by the Office of the SEC for the duration of the REIT.
- Monitor, supervise, and take necessary action to ensure the assigned outsourced party upholds the characteristics and performs in accordance with the criteria as stipulated in the Trust Deed and other relevant laws, including the removal of the previous party and assigning new outsourced parties.
- Supervise and oversee the investments of SPRIME in accordance with the Trust Deed and relevant laws.
- Supervise and oversee the accurate and complete disclosure of SPRIME information in accordance with the Trust Deed and relevant laws.
- Provide opinions on the operation or entering into transactions for the REIT as performed by the REIT Manager and outsources parties (if any), in order to support the request for SPRIME unitholders’ meeting resolutions, disclosure of SPRIME information to unitholders, or upon the request of the Office of the SEC.
In the occurrence that the REIT Manager has acted or has refrained from acting in a way that is damaging to SPRIME or has not performed its duties in accordance with the Trust Deed or other relevant laws and regulations, the Trustee is obligated to:
- Report to the Office of the SEC within 5 business days of the recognition or acknowledgment of the situation.
- Proceed to resolve, restrain or rehabilitate the damages occurred to SPRIME as deemed appropriate.
- In the case that the Trustee is a SPRIME unitholder, should there be a vote or any operations performed as a SPRIME unitholder, the Trustee is to take into account and safeguard the benefits of the unitholders as a whole, acting in good faith and with caution, in addition to not causing any conflict of interest or affecting its performance as Trustee of the REIT.
- The Trustee is responsible for the development of the SPRIME Unitholders Registration Book. The Trustee may assign the SET or a licensed securities registrar as authorized by the SET Act to act on its behalf. Upon the assignment of the Trust Registrar, the Trustee is responsible for the supervision of the registrar to act in accordance with the criteria in the Trust Deed and SET regulations, except in the case of the preparation of evidence in accordance with the system and regulations of Thailand Securities Depository (TSD) in relation to the securities registrar.
- The Trustee must issue evidence of beneficiary rights or a Trust Certificate for SPRIME unitholders in accordance with the Trust Deed and SET regulations.
- In the case that the Trust unitholders request the Trustee or a Securities Registrar to issue evidence of beneficiary rights or a new Trust Certificate to replace lost, faded or damaged documents, the Trustee is responsible for issuing or undertaking the procedure to issue the evidence of beneficiary rights or new Trust Certificate for the unitholders in a timely manner.