Thai Company

Operating Company

Criteria for listing common shares on the Stock Exchange of Thailand (SET)and Market for Alternative Investment (mai) 
  • Have a par value of not less than THB 0.50 and fully paid-in share
  • Specifying the name of the bearer
  • Are not subject to restrictions on the transfer of ordinary shares, unless these restrictions are in accordance with the law and in the articles of association of the company
SubjectThe Stock Exchange of Thailand (SET)Market for Alternative investment (mai)
StatusMust be a public limited company or corporation established under special law.
Paid-Up Capital in Common Shares
(After Public Offering)		≥ THB 100 million≥ THB 50 million
Financial condition and liquidity
  • Must have a minimum total shareholder equity of THB 800 million and total shareholder equity > 0 before applying for the listing application.
  • Must be in a stable and healthy financial condition and have sufficient working capital.
  • Must have a minimum total shareholder equity of THB 100 million and total shareholder equity > 0 before applying for the listing application.
  • Must be in a stable and healthy financial condition and have sufficient working capital.
Track recordProfit Approach
Must have the operating results in accordance with the specified requirements and continuously until the date of approval for being listed securities.
  • At least 3 years of operating track record under at least one year of the same management prior to the application date.
  • 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.
Profit Approach
Must have the operating results in accordance with the specified requirements and continuously until the date of approval for being listed securities.
  • At least 2 years of operating track record under at least one year of the same management prior to the application date.
  • Combined minimum net profits from operations of THB 40 million over the past two or three years, and net profits from operations of THB 25 million for the latest full year and there must be an accumulated net profit in the period prior to the filing of an application
 Market Capitalization Approach/1
Distribution of minority shareholders or Free Float /2
(After IPO)
  • Issued shares in hands ≥ 1,000 shareholders.
  • Issued shares in hands ≥ 300 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 (except for a company established under a special law).
  • Offered through an underwriter.
  • 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
Management and Control Personnel
  • Board of directors and Management must hold qualifications accordingly;
    • Not have any characteristics prohibited by The Capital Market Supervisory Board./3
    • Board of directors and Management and control personnel must not have any characteristics prohibited by SET regulations that may affect an investor’s rights or decision, or a change of share price.
  • The Board of Director’s duties and responsibilities must be clearly defined as specified by The Capital Market Supervisory Board./3
  • 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./3
  • The Chairman and the Chief Executive Officer or equivalent position in other names must not be the same person.
Corporate Governance and Internal Control
  • The Audit Committee's duties and responsibilities must be clearly defined as specified by The Capital Market Supervisory Board./3
  • Must demonstrate a good corporate governance practice as specified by The Capital Market Supervisory Board/3 and have a qualified Audit Committee as specified by SET.
Conflicts of Interest
  • Must have none of existing or potential conflicts of interest as defined by The Capital Market Supervisory Board./3
Nature of Business OperationNo operations are conducted in the manner of an investment management business (Investment Company) as prescribed under the Notifications of the Capital Market Supervisory Board. /3/4
Financial statements and auditors
  • Must ensure that financial statements have been prepared in accordance with The Capital Market Supervisory Board rules and regulations./3
  • Auditors must be approved by SEC.
Provident fundBy the date the listing application is filed, the applicant has established a provident fund.
RegistrarAppoint TSD or an approved registrar by SET.
Silent PeriodNet Profit Approach
All shares held by Strategic Shareholders post-IPO/5 are not allowed to be sold within 1 year after the trading date (Silent period). They are permitted to sell 50% of the locked-up shares after 6 months. Provided that the aggregate Silent Period shares amount to no less than 30% of paid-up capital after IPO.
 Market Capitalization Approach/1
The specification shall be in accordance with the Market Cap Test criteria.
The arranging of a meeting to present and clarify any information regarding business and operating results Net Profit Approach
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.

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

Remark:
/1 Please kindly refer to Summary of the revision of listing requirements for companies in the target industries (Market Capitalization Test)
/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
  • Authorized person
/3 Notification of the Capital Market Supervisory Board No. Tor Jor. 39/2559 Applications for Approval and Granting of Approval for Offering of Newly Issued Shares (Codified).
/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.
After a parent company is listed on the Exchange, its potential subsidiaries or joint ventures can also be listed through a process of “Spin-off”. Such process allows the subsidiaries or joint ventures to do its own IPO and be separately listed on the Stock Exchange of Thailand (SET) or the Market for Alternative Investment (mai). However, in the event that such subsidiaries or joint ventures are separately listed, it is important that the parent company is still able to meet all the qualifications of maintaining status.  
/5 Excluding share sales by Strategic Shareholders concurrent with the IPO, or Big Lot transactions on the first trading day as disclosed in the filing.
Companies operate in businesses within the Prescribed Industries (“New Economy Company”), including businesses operating in support of the country's targeted industry development policy, comprising:
  • 1) The companies that have received investment promotion from the Board of Investment (“BOI”)
  • 2) The companies that are situated within the Eastern Economic Corridor (“EEC”)
    Such applicants may apply for listing under the Market Capitalization Test, summarized as follows:
QualificationsSET
(For Thai company and foreign company) 		mai
(For Thai company)
Industries10 Target Industries /1(as specified in the Notification of the Board of Governors of the SET)
Market Capitalization /2
  • Non-BOI / Non-EEC: ≥ 5,000 million Baht
  • BOI / EEC: ≥ 3,000 million Baht
  • Non-BOI / Non-EEC: ≥ 1,500 million Baht
  • BOI / EEC: ≥ 1,000 million Baht
Track Record
  • Non-BOI / Non-EEC: ≥ 2 years under the continuous management of the same majority group of directors and managements for a consecutive period of ≥ 1 year before the submission of application.
  • BOI / EEC: ≥ 1 year under the continuous management of the same majority group of directors and managements for a consecutive period of ≥ 1 year before the submission of application.
    The applicant must have generated commercial income from its operations in the targeted industry eligible for support before submitting the listing application and must continue to generate such revenue until the listing date.

Operating revenue in the latest year

Revenue from the prescribed industries must constitute the primary source of income and not less than 30% of total operating revenue in the most recent fiscal year.
Silent PeriodAll shares held by Strategic Shareholders post-IPO/3 are not allowed to be sold within 2 years after the trading date (Silent period). They are permitted to sell 25% of the locked-up shares after every 6 months. Provided that the aggregate Silent Period shares amount to no less than 30% of paid-up capital after IPO.
Objectives of fund raisingUse more than 50% of proceeds to support the operation of its business in target industries for developing, improving or enhancing the business to remain its core business.

Information disclosure by issuer and financial advisor

  • Disclosure in SEC’s filing
    • Objectives of fund raising
    • Sufficient working capital in the next 12-month period
    • Details of business operation in the target industries (Self-assessment) indicating that the core business is in the target industries
  • Disclosure after listing
    • Sufficiency of working capital shall be submitted within the due date of financial statements submission for the next 4 consecutive quarters from the listing date.
    • Arrange meetings to present and clarify any information regarding business and operating results at least twice a year for 3 consecutive years

In case the applicant is holding company, “Subsidiary Operating Core Business” shall refer to the followings:
(1) For the Profit Test: it is an operating subsidiary company which generates main profit.
(2) For the Market Capitalization Test: it is an operating subsidiary company on which the holding company rely to meet the listing criteria.
(3) For the basic public utilities projects: it is an operating subsidiary company which invests in basic public utilities.
The applicant shall meet other listing qualifications such as free float and management equivalent to the regulations of listing company operated general business.

/1 Prescribed Industries by Notification of the Board of Governors of the Stock Exchange of Thailand Re: Prescribed Industries which may apply for the Listing of Ordinary Shares as Listed Securities by virtue of Operating Results Pursuant to the Market Capitalization Test B.E. 2566 (2023). Please kindly refer to www.set.or.th under section “Rules and Regulations” “Issuers” and “Simplified Regulations”.
/2 Market Capitalization Calculation
  • IPO price: the candidate applies for listing within a year from the last date of its IPO.
  • Fair price determined by financial advisor: the candidate applies for listing after a year from the last date of its IPO.
/3Excluding share sales by Strategic Shareholders concurrent with the IPO, or Big Lot transactions on the first trading day as disclosed in the filing.

Listing procedure in the Stock Exchange of Thailand (SET) and
the Market for Alternative Investment (mai)

ListingOperatingCompanyStep

Listing procedure in
the Stock Exchange of Thailand (SET)
and the Market for Alternative Investment (mai))

ListingOperatingCompanyStep_m

Related Regulations

  • 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

Related Regulations

  • Listing Applications and required documents   
  • Checklist of Company and Securities Qualification for SET
  •  Checklist of Company and Securities Qualification for mai  
  • User Manual of DIPO : Preparation for top 10 and minority shareholders
  • Method of dissemination of information concerning CFO and Chief Accountant of IPO   
FAQ
  • FAQ Common share regulations  tagname1

Guidelines for interviewing executives

Measures to regulate trading

Related information

Public Limited Companies Act, B.E.2535 Public Limited Companies Act, B.E.2535
Case Studies Case Studies