Listing Information

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Listing on SET

Equity

IFF

REITs

Infra Trust

Thai Company

Foreign Company

Infrastructure Business

Operating Company (SET)

General listing criteria

Listing procedures

Listing Fees

General listing criteria

A company applying to list on SET must have the following qualifications:

1.1 Qualifications

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

1.2 Qualifications for the applicant

	Qualifications
	Profits Test	Market Capitalization Test ^/1 > 7.5 Billion
Status of the applicant	Must be a public limited company or corporation established under special law.
Paid-up capital (after public offering)	> THB 300 million
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

Definition: /1 Market Capitalization Calculation

IPO price : the candidate applies for listing within 1 year from the last date of its IPO.
Fair price determined by financial advisor : the candidate applies for listing more than 1 year from the last date of its IPO.

Silent period

The silent period extends for one year after listing. Those who meet the criteria for strategic shareholders* are not allowed to sell their shares totaling 55% or more of paid-up capital after the IPO. They are permitted to sell a maximum of 25% only of the locked-up shares after six months.

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