Disclosure

Disclosure of Material Events

Information disclosure under material events is the disclosure when there is an event essential to making investment decisions. This is to keep the securities trading in order, liquid, fair, and all investors are equally informed. Therefore, the SET requires the listed companies to disclose significant information essential to making investment decisions for all investors. The key requirements are as follows:

list-icn  Type of information and Timing of disclosure

Information disclosure of material events is categorized into five types depending on the urgency of information which may affect the securities price:
Type of informationTiming of disclosure
1. Information regarding Shareholders' Meetings and Shareholders' EntitlementsImmediately
2.Information that has a material impact on the Company's financial position and business operationsImmediately / Within 3 working days / Within the financial statements submission deadline
3. Information regarding the shareholding and management structuresImmediately / Within 3 working days / Within 14 days from the book closing date
4. Information regarding business rehabilitation, bankruptcy, and litigation or legal disputesImmediately
5. Additional information to be disclosed for listed companies subject to specific regulatory requirementsImmediately / Within 3 working days / Within the financial statements submission deadline

list-icn  Feature of disclosed information

icn-checkComplete, accurate, clear, and sufficient for investment decisions
Avoid:
  • Covering up negative facts
  • Presenting uncertainty as certainty
  • Using promotional language to draw excitement
icn-checkNot releasing news which could lead to manipulation

list-icn  Method of disclosure

icn-checkDisclosing information via SETLink in both Thai and English
icn-checkMaterial information which needs to be immediately disclosed, the company shall immediately disclose on the day of occurrence of the event or prior to the first trading hours of the next business day at the latest.
icn-checkIn case the documents must be submit for reference, the company needs to submit via SETLink system.

list-icn  SET Actions when listed company cannot meet disclosure deadline

The SET may consider posting H or SP sign to suspend trading of that securities, so as to prevent damages from investment decisions carried out by insufficient information. Alternatively, an NP sign may be posted to warn investors that there is information not yet disclosed to the SET.  

list-icn  Information regarding Shareholders' Meetings and Shareholders' Entitlements

Listed companies must immediately disclose information concerning the following events:
  • Setting the date of shareholders’ meeting
  • Setting the record date/book closing date (14 days prior to the record date / book closing date) for any shareholders’ right
  • Change in Record Date / Book Closing Date (7 days prior to the record date / book closing date)
  • Payment/ non-payment of dividend
  • Resolutions of the Shareholders' Meeting (The minutes must be filed with SET within 14 days)
  • Increase/decrease of capital, new securities issuance  
  • Repurchase/resale of shares
  • Change in par value
  • Amendment to the Memorandum of Association or Articles of Association 
    (A copy of the amendment must be submitted to the SET within 14 days)
  • Any action taken or issuance of securities with conditions affecting the redemption, cancellation, or maturity of all or part of the listed securities (Notice must be given at least 30 days prior to the redemption, cancellation, or maturity date)
  • Adjustment of rights, changes in terms and conditions of exercise, or any action affecting the rights of convertible securities

list-icn Information that has a material impact on the Company's financial position and business operations

Events to be disclosed immediately:
  • Borrowing of funds or issuance of debt instruments in a significant amount
  • Default** on loans from financial institutions, or default on debt obligations, or inability to comply with terms and conditions of debt instrument issuance (Bond Default). The events are categorized as follows:
    • - Listed Company:
         (1) Default on loans from financial institutions or default on debentures (Bond Default).
         (2) Default on other debts (excluding item 1) with a value ≥ 5% of total assets 
    • - Subsidiary: Default on debt with a value ≥ 5% of total assets
  • Valuation of significant assets
  • Amalgamation or business dissolution and liquidation
  • Acquisition or disposal of investments in other companies that result in the status change of such company to or from being a subsidiary
  • The Board of Directors or Audit Committee deems that there are events or indicators that may impact the internal control system**
  • Change in significant accounting policies

Events to be disclosed within the financial statements submission deadline:
  • Impairment of assets, expected credit losses, or non-refundable deposits for business or investment transactions that are not received as scheduled**, provided that they meet any of the following criteria:
    • (1) Value ≥ 50% of operating revenue
      (2) Value ≥ 50% of the specific transaction value, and meeting any of the following conditions: 
      •      (2.1) Amount > 5% of shareholders' equity
             (2.2) Occurrence while shareholders' equity is less than zero
    • (3) Transactions resulting in an operating loss

Events to be disclosed within 3 working days:
  • Change of auditor
  • Change of securities registrar or the location of the securities registrar
  • Relocation of the head office
    **Note : The Company is required to report progress by the financial reporting deadline. However, in the event of any significant progress, such information must be disclosed immediately

list-icn Information regarding the shareholding and management structures

Events to be disclosed immediately:
  • Change in the shareholding structure of major shareholders (holding > 10% of paid-up capital) resulting in a change of control
  • Change of the Manager or equivalent positions, or a change of more than half of the total number of directors
  • Resignation of an Audit Committee member prior to the expiration of their term, including the reason for such resignation

Events to be disclosed within 3 working days:
  • Change of directors or authorized persons in management (A copy of the Affidavit and the Director/Audit Committee Member Information Form (F24-2) must be submitted within 7 working days) 
  • The person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant)

Events to be disclosed within 14 days from the Book Closing Date:
  • List of the top 10 shareholders, including shareholders holding 0.5% or more of the paid-up capital, in the following cases:
          - Upon the closing of the share register book or the Record Date for a shareholders' meeting or for granting any rights to shareholders
  • List of shareholders in any of the following cases:
          - Upon the reporting of changes in securities holdings pursuant to Section 246 
          - Following the completion of a Tender Offer, excluding cases of voluntary delisting
                 In such cases, the listed company must close the share register book to compile the updated list of shareholders within 5 working days from the end of the month in which such events occurred.
                In this regard, Thailand Securities Depository Co., Ltd. (TSD), got assigned  as the registrar for listed companies, shall be responsible for compiling and disclosing the list of shareholders on behalf of the listed company. 
                 If a listed company discloses the shareholder list as mentioned above,     Thai NVDR Co., Ltd. (Thai NVDR) shall also disclose its shareholder list simultaneously

list-icn Information regarding business rehabilitation, bankruptcy, and litigation or legal disputes

Listed companies must immediately disclose information concerning the following events:
  • Bankruptcy petition filed against the Company / Filing of a business rehabilitation petition with the Bankruptcy Court, and any subsequent actions or progress related to such events
  • Receivership order issued by the court, or any other similar events
  • Significant legal disputes, or any other disputes affecting the business operations

list-icn Additional information to be disclosed for listed companies subject to specific regulatory requirements

1. Listed Companies Operating as a Holding Company
Events to be disclosed immediately:
  • Change in shareholding proportion in a core subsidiary
Events to be disclosed within 3 working days:
  • A core subsidiary passes a resolution to amend its Articles of Association that may affect the rights and benefits of the shareholders or securities holders of the listed company (A copy of such amendment must be submitted to the SET within 14 days)
  • Significant changes in the laws or regulations of the host country applicable to a core subsidiary incorporated under foreign law

2. Companies listed under the Market Capitalization Test
Events to be disclosed within the financial statements submission deadline:
  • The company and its financial advisor shall jointly disclose the adequacy of working capital for 4 consecutive quarters, starting from the first trading day of the company’s ordinary shares on the SET
  • In cases where the business in the specified industry has not yet become the core business at the time SET approves the listing of the company’s ordinary shares, the company must disclose the proportion of revenue derived from such industry and report the progress of its business plan until such business becomes the core business of the listed company

3. Foreign listed companies (Secondary Listing)
Events to be disclosed immediately:
  • The company or its subsidiaries are listed on other stock exchanges, or information regarding securities listed on other stock exchanges

Time interval for information disclosure via SETLink

flow_SETLink_en
flow_SETLink_mb_en
Type of informationDownloadTiming of disclosure*
1. A Major Change in Shareholding Structurepdf-btnImmediately
2. Making/ Filing Tender offerpdf-btnImmediately
3. Merger pdf-btnImmediately
4. Litigation or major dispute pdf-btnImmediately
5. Debt payment default pdf-btnImmediately
6. Borrowing or issuance of bonds pdf-btnImmediately
7. Change in accounting policies-accounting period pdf-btnImmediately
8. Head office relocation pdf-btn3 working days 
9. Financial Risk Information pdf-btnWithin due date for  submission of  financial statements.
10.  Events or Indications Affecting Internal Control System pdf-btnImmediately

* Immediately: information to be disclosed by 9 a.m. on the next working day or on the event date (The date of the board of directors or shareholders meeting's have resolution)
  3 working days:  Information to be disclosed within 3 working days after the event date