Listing Information

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Listing on SET

Thai Company

Operating Company

Holding Co.

Infrastructure Business

Status of the applicant

Must be a public limited company or corporation established under special law.

Paid-up capital
(after public offering)

Financial condition and liquidity

• have a minimum total shareholder equity of THB 300 million and total shareholder equity > 0 before apply the listing application.
• have a stable and healthy financial condition and have sufficient working capital.

Track record

• must have the following net profit characteristics:
• combined minimum net profits from operations of THB 50 million over the past two or three years.
• net profits from operations of THB 30 million for the latest full year.
• net profits from operations in the year of filing the listing application, when all quarterly results from that year are combined.

Market Capitalization > THB 7.5 billion and have Earnings before interest and tax (EBIT) > 0 both the latest full year and the accumulated quarterly results from that year

• must have been in operation for at least three years prior to the application date. For a privatized state enterprise, operations prior to privatization will be considered as part of this three-year period.
• must have had the same company management for at least one year prior  to the application date.

Par Value

• ≥ THB 0.50 per share

Distribution of minority shareholders (after public offering)

No. of minor shareholders/
Non-strategic shareholders

> 1,000 shareholders

“Strategic shareholders” refers to

• Directors, managers, and executive management, including related persons and associated persons
• Shareholders who have a holding of above 5%, including related persons

• hold > 25% of paid-up capital for companies with THB 300 million paid-up capital < THB 3,000 million.
  
  
• hold > 20% of paid-up capital for companies with paid-up > THB 3,000 million.

Public offering

Approval

Must have been granted approval by the SEC (except for a company established under a special law).

Number of shares cumulatively offered for sale:

• paid-up cap < THB 500 million
• paid-up cap > THB 500 million 

> 15% of paid-up capital 
> 10% of paid-up capital or THB 75 million in shares, whichever is higher

Public offering procedure

Offered through an underwriter

Financial condition and liquidity

• must be in a stable and healthy financial condition and have sufficient working capital.
• must have a minimum total shareholder equity of THB 300 million

Management

Management and control personnel 


Scope of audit committee's duties and responsibilities

• Committee and Management and control personnel must hold qualifications and not have any characteristics prohibited by The Capital Market Supervisory Board.
  
  
• 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 Director’s duties and responsibilities must be clearly defined as specified by The Capital Market Supervisory Board 
  
  
• The audit committee's duties and responsibilities must be clearly defined as specified by The Capital Market Supervisory Board.

Corporate governance and internal control

• must demonstrate good corporate governance practice as specified by The Capital Market Supervisory Board and have a qualified audit committee as specified by SET. 
• must maintain effective auditing and internal control systems as specified by The Capital Market Supervisory Board.

Conflicts of interest

• must have no existing or potential conflicts of interest as defined by The Capital Market Supervisory Board.

Applicant's articles of association

• must ensure that the applicant's articles of association and those of its subsidiaries are in line with SEC rules and regulations*.

Financial statements and 
auditors

• must ensure that financial statements have been prepared in accordance with The Capital Market Supervisory Board rules and regulations*.
• must have an auditor approved by the SEC*. (list of qualified auditors can be obtained from www.sec.or.th)

Provident fund

• must ensure that, by the date the listing application is filed, the applicant has established a provident fund.

Registrar

• appoint TSD or an approved registrar by SET