Foreign companies

Listing Approval for Foreign Listed Companies under “Primary Listing” Category

Listing Approval for Foreign Listed Companies under “Primary Listing” Category

Foreign companies, whose shares have not been traded on any foreign exchange,can list directly with the SET as the first market (Primary Listing) to raise funds from the Thai capital market for future business expansion.

Listing Fees and Taxes
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1. Preparation

1. Preparation

  • Financial Advisor Fees
    The fees for a financial advisor vary according to the workload and the company's capability. There are several payments options, including
          - Pay through a fixed-price contract
          - Pay based on a percentage of the amount raised
          - Pay based on a percentage of completed work
  • Auditor fees according to the workload and the company’s capability
  • Internal auditor fees according to the workload and the company’s capability
2. Public Offering and Listing Applications
Fees for applying for an offer for sale of newly issued shares to the public to the SEC Office
  • Application fee: THB 50,000
  • Fee for filing the registration statement for the offer for sale of securities (filing form): 0.08% of the total value of the shares offered. Pay in installments are as follows:
    - THB 30,000 on the date of filing
    - Any remaining balance (if any) as of the filing's effective date
  • Annual Registration Statement Filing Fee: Proportionate to shareholdings
Shareholding      Fees
Less than THB 500 millionTHB 50,000
THB 500 million but less than THB 1,000 millionTHB 100,000
THB 1,000 million and overTHB 300,000

Listing fees on the Stock Exchange of Thailand (SET)

Fees     Details
Application feeTHB 50,000
Initial fee0.05% of paid-up capital
Annual fee
The regressive rate varies with the level of paid-up capital as follows:
  • A minimum of THB 50,000
  • A maximum of THB 3,000,000
Fees :
 Paid capital ≤THB 200 Mat 0.035%
THB 200 M< Paid capital ≤THB 1,000 Mat 0.030%
THB 1,000 M< Paid capital ≤THB 5,000 Mat 0.025%
THB 5,000 M< Paid capital ≤THB 10,000 Mat 0.020%
 Paid capital >THB 10,000 Mat 0.010%
(Bor.Jor./Ror.01-10) Regulation of the Stock Exchange of Thailand Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E. 2558 (2015)
Notes
  • Annual fees will be calculated based on listing duration
  • Paid-up capital includes all listed paid-up shares of common and preferred stocks
  • SET waives fees for capital increase shares
  • The fees do not include value-added tax

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IPO expenses
  • Fees for publishing a prospectus for an offering of ordinary shares
  • Public relations expenses/roadshow activities
  • Underwriting fees as a percentage of the fundraising value

Group 15158

Other expenses
  • Legal Advisor Fees
  • Appraisal Fees

Applicable taxes

Investors who buy or sell securities on the Stock Exchange of Thailand are required by law to pay taxes.

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Listing Approval for foreign listed companies under “Primary Listing Category”

The Listing Qualification of Stock Exchange of Thailand (SET) 
A company applying to list its common shares on the Stock Exchange of Thailand (SET) must have the following qualifications:

  • Being fully paid-up and, in case having a par value, a par value shall not less than Baht 0.5 per share.
  • Bearing holders’ names.
  • Having no restrictions on transfer of ordinary shares, unless the restrictions are in accordance with laws and are included in the articles of association of the company.
Subjects Qualifications

Status

Must be a foreign company defined in the Notification of the Capital Market Supervisory Board/1

Paid-up capital in common shares
(after public offering)

≥ THB 100 million

Financial condition and liquidity

  • Must have a minimum total shareholder equity of THB 800 million and total shareholders’ equity > 0 before public offering.
  • Must be in a stable and healthy financial condition and have sufficient working capital.

Track record

Profit Approach
  • Combined minimum net profits from operations of THB 125 million over the past two or three years, and net profits from operations of THB 75 million for the latest full year. and there must be an accumulated net profit in the period prior to the filing of an application
  • At least 3 years of operating track record with at least one year of company management continuity prior to the application date.

Market Capitalization Approach/1
The specification shall be in accordance with the Market Cap Test criteria.

Distribution of minority shareholders or Free Float/2
(After IPO)

  • Issued shares in hands > 1,000 shareholders
  • Shareholding Ratio
    • Total shareholding >30% of paid-up capital, in case the paid-up capital is < Baht 300 million
    • Total shareholding >25% of paid-up capital, in case the paid-up capital is > Baht 300 million but < Baht 3,000 million
    • Total shareholding >20% of paid-up capital, in case the paid-up capital is > Baht 3,000 million
  • Each shareholder must hold at least 1 trading unit in accordance with the rule.
Any action taken by a listed company that causes its Free Float ratio to fall below the prescribed listing requirement threshold immediately upon listing and commencement of trading shall be deemed a failure to meet the Free Float distribution criteria under the listing requirement.

Public Offering Approval

  • Must have been granted approval by SEC.
  • Offered through underwriters.
  • Number of shares cumulatively offered for sale:
    • Offer for sale > 20% of paid-up capital, in case the paid-up capital is < Baht 300 million 
    • Offer for sale > 15% of paid-up capital or value of the shares based on Par value > Baht 60 million, whichever is higher, in case the paid-up capital is > Baht 300 million but < Baht 500 million.
    • Offer for sale > 10% of paid-up capital or value of the shares based on Par value > Baht 75 million, whichever is higher, in case the paid-up capital is > Baht 500 million
  • For Foreign companies listed in Unrecognized Countries, the following alternative requirements regarding the number of shares cumulatively offered for sale may apply:
    • - The shares are publicly offered for sale in SET with the market capitalization /3 ≥ Baht 300 million or ≥ 5% of paid-up capital, whichever is lower.
    • - The shares will be listed on SET and must be deposited with Thailand Securities Depository Co., Ltd. (TSD) with market capitalization/3 ≥ Baht 300 million or ≥ 5% of paid-up capital, whichever is lower.
    • - The shares must be traded and maintain sufficient liquidity on SET.

Management and control personnel

  • The Board of Director shall be qualified as required by the Notification of The Capital Market Supervisory Board/3 for foreign company. (Shall have at least 2 directors having Thai nationality with a residence in the Kingdom of Thailand and at least 1 person shall be the audit committee).
  • Committee and Management must hold qualifications accordingly;
    • Not have any characteristics prohibited by The Capital Market Supervisory Board./1
    • Committee and Management and control personnel must not have any characteristics prohibited by SET regulations that may affect an investor’s rights or an investor’s decision or a change of share price.
  • The board of directors of an applicant has realized its roles, duties and responsibilities to shareholders thoroughly. In case the board of directors has appointed the general manager or any other person to act on its behalf for any matter, such appointment shall comply with the Notification of the Capital Market Supervisory Board./1
  • The person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant) have to meet the qualifications specified by SEC.

Corporate governance and internal control

  • Having a good corporate governance system, as well as independent directors which have the composition and qualifications as prescribed in the Notification of the Capital Market Supervisory Board for Foreign Listed Companies/1 and having an audit committee which have the composition, qualifications and scope of work as prescribed by the Exchange.
  • Having an internal control system under the rules prescribed in the Notification of the Capital Market Supervisory Board./1

Conflicts of interest

Must have no existing or potential conflicts of interest as defined by The Capital Market Supervisory Board./1

Nature of Business Operation

No operations are conducted in the manner of an investment management business (Investment Company) as prescribed under the Notifications of the Capital Market Supervisory Board. /4

Financial statements and auditors

  • Must ensure that financial statements have been prepared in accordance with The Capital Market Supervisory Board/1 rules and regulations.
  • Auditors must be approved by SEC.

Disclosure

Disclose the limitations and risks of limitation of the enforceability of the law.

Registrar

Appoint TSD or an approved registrar by SET.

Silent Period/5

All shares held by Strategic Shareholders post-IPO/6 are not allowed to be sold in the prescribed period (Silent Period). Provided that the aggregate Silent Period shares amount to no less than 30% of paid-up capital after IPO.
A) General business: within 1 year from the commencement date of trading of the Applicant’s shares on the Exchange. Upon completion of 6 months, the persons subject to prohibition of sale shall be able to sell their shares at 50% of the number of all shares that are subject to the prohibition of sale
B)Infrastructure business / Market Capitalization Approach: within 2 years from the commencement date of trading of the Applicant’s shares on the Exchange. Upon completion of every 6-month period thereafter, such persons shall be able to sell their shares at 25% of the number of all shares that are subject to the prohibition of sale.

Agent for Coordination

Have a liaison agent in Thailand, to act as an agent for disclosing information or doing any act in accordance with the rules prescribed in the Notification of the Capital Market Supervisory Board for Foreign Companies.

Financial Advisor

An application submitting shall be jointly prepared by a financial advisor in SEC approved list and the financial advisor must advise the company at least 1 year after the commencement date of trading on the Exchange.

The arranging of a meeting to present and clarify any information regarding business and operating results

 

The company must organize a meeting to present and clarify the information about business and performance to shareholders, investors and related persons at least 1 time within the first year after having been listed in order to allow them access to relevant information and opportunity of raising queries to the management of the listed company.

Remarks:
/1  Please study "The Additional regulations of listing ordinary shares in the Stock Exchange of Thailand (SET) by Market Capitalization Test - please visit Common Shares Listing Admission - General Listing for Common Shares" as per No. 1.3
Notification of the Capital Market Supervisory Board No. TorJor. 3/2558 Re: Provisions relating to Offer for Sale of Shares Issued by Foreign Company of which Shares are not Traded in Foreign Exchange.
/2  Strategic shareholders are
  • Board of director, management, and related person.
  • Shareholders and their related-person who hold at least 5% of paid-up capital.
  • Authorities of the company.

/3  Market Capitalization can be calculated using IPO price or such other price as may be prescribed by SET.

/4  The definition of an Investment Company in accordance with the Notification of the Capital Market Supervisory Board, means investments in securities, derivatives or digital assets in one or more of the following manners at a collective total exceeding 40 percent of the total assets as per the most recent financial statements or the consolidated financial statements.

  • (1) Investments in shares in another company which is not, or will not become, a subsidiary or an associate, except for the investment in companies that cooperate or support businesses, or an affiliated company under the same parent company, or a network company that can demonstrate a policy or direction of cooperation or support for mutual operations.
  • (2) Investments with the objective of generating returns from increases in capital gain or other returns exempted investment in government bonds, debt instruments issued by the Ministry of Finance with an unconditional, full guarantee of principal and interest and units in money market funds or units in general fixed income funds.
  •  
  • The calculation of the proportion of such investments includes the investments in securities, derivatives or digital assets of subsidiary which is a non-financial institution and the investments in shares which are issued by an associate and engaged a non-financial institution.

/5  The foreign company, whose > 50% held by Thais or ≥ 40% in case there is limitation prescribed under other laws or conditions set in joint venture with public sector (Thai Link), shall be subject to 1-year silent period and will be permitted to sell at 25% of the locked-up shares after six months.

/6  Excluding share sales by Strategic Shareholders concurrent with the IPO, or Big Lot transactions on the first trading day as disclosed in the filing.

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Related Regulations

  • Notification of the Capital Market Supervisory Board No. TorJor. 3/2558 : Provisions relating to Offer for Sale of Shares Issued by Foreign Company of which Shares are not Traded in Foreign Exchange.
  • Notification of the Capital Market Supervisory Board No. Tor Jor. 39/2559 : Application for Approval and Granting of Approval for Offering of Newly Issued Shares (Codified).
  • Notification of the Securities and Exchange Commission Kor Jor. 17/2551: Determination of Definitions in Notifications relating to Issuance and Offer for Sale of Securities

Forms