Suphachai says CPALL fears losing neutrality in virtual bank plan

Counter Service’s neutral role is at the centre

Suphachai Chearavanont, senior vice chairman of Charoen Pokphand Group and chairman of True Corporation, said three independent directors of CPALL opposed the plan to move Counter Service Co., Ltd., Thai Smart Card Company Limited and CP Axtra Public Company Limited into ACM Holding Company Limited’s virtual bank business because Counter Service’s core model depends on acting as a neutral payment platform serving all banks.

He said placing it under a virtual bank could weaken its original role, create business conflicts with existing commercial bank partners and ultimately hurt CPALL.

Why the proposal emerged in the first place

Suphachai said the proposed restructuring was driven by Bank of Thailand criteria requiring a group applying for a virtual bank licence to place companies in which it holds a controlling interest under the same structure. But he said that logic also explains why the independent directors pushed back, because Counter Service’s retail-focused business handles bill payments for water, electricity and other services, as well as financial transactions with every bank, making its neutral position central to its value.

Suphachai says the process should run its course

He added that the Bank of Thailand wanted the group to take the process through to its conclusion for the sake of transparency. A shareholders’ meeting at the end of May will decide whether the three companies should ultimately be consolidated, and Suphachai said the central bank would accept that outcome as the shareholders’ decision. “The business group has no conflict. Everything is proceeding in accordance with the Bank of Thailand’s process and regulations,” he said.

Board opposition has already been formalised

The formal resistance surfaced on April 17, when CPALL told the Stock Exchange of Thailand that its disinterested directors did not agree to the proposal. The filing said the three units were closely connected to CPALL’s core business and played an important role in competitiveness, revenue generation and the expansion of 7-Eleven stores. It also warned that the restructuring could reduce flexibility, add regulatory complexity and affect neutrality and business relationships.

Shareholders now hold the key decision

Despite that opposition, CPALL is still putting the proposal to an electronic extraordinary general meeting on May 29, with May 5 set as the record date for eligible shareholders. The vote will determine whether Counter Service, Thai Smart Card and CP Axtra are moved into ACM Holding’s financial business group for the virtual bank.

The wider backdrop is Thailand’s first round of virtual bank approvals. ACM Holding was one of three applicants approved by the Finance Minister in June 2025, on the advice of the Bank of Thailand, to establish a virtual bank, subject to further conditions and readiness checks. That regulatory context helps explain why the CP group has been trying to align parts of its structure with the planned banking venture.