Listing Information

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Listing on SET

Thai Company

Operating Company

Holding Co.

Infrastructure Business

Paid-up capital after IPO

> THB 300 million

Distribution of minority shareholding / Free float (after IPO)

• Shares offer to the public through underwriters Number of free float requirement
• No less than 1,000 shareholders Percentage of free float requirement
• No less than 25% of paid-up capital (THB 300 million ≤ paid-up capital ≤ THB 3,000 million)
• No less than 20% of paid-up capital (paid-up capital ≥ THB 3,000 million)

Operating result ⁽¹⁾

• Track record ≥ 3 years prior to the application date
• Majority of management must be the same for at least one year prior to the application date
• Total net profits from operations in the latest 2 or 3 years ≥ THB 50 million and,
• Net profits from operations for the most recent year ≥ THB 30 million and,
• Accumulative net profit of the current year must be positive prior to filing

Financial Condition and liquidity

• Show that it is in stable financial condition and has sufficient working capital
• Shareholder’s equity ≥ THB 300 million

ID/AC Composition

• No less than 1/3 of board members need to be independent directors, minimum of 3
• No less than 3 members in the Audit Committee, and 1 of which needs to have expertise in finance

Registrar

A registrar in Thailand approved by SET

Silent Period ⁽²⁾

3 years after listing (permitted to sell a maximum of 20% only of the locked-up shares after one year of listing)

Disclosure language

English

Regulatory mapping

• Provide regulatory mapping which compares corporate laws and regulations of Thai and jurisdiction of its incorporation especially in the material and significant aspects e.g. shareholder’s right/ voting, shareholders’ meeting, qualification and responsibility of directors, and restriction of investment
• The issuer needs to provide suitable mechanism if it is not equivalent to Thai’s and affect right of shareholders

Accounting standard

• Thai GAAP or
• International Financial Reporting Standards (IFRS) or
• Other standard which is accepted by home regulator with reconciled IFRS or
• Other standard accepted by SEC

Auditor

• Auditors who are on the approval list of the SEC ⁽³⁾, endorsed together with the local auditor. Both of them must be full members of the same group.
• Foreign auditors recognized by the SEC:
  • Regulated by the audit regulator who is a member of International Forum of Independent Audit Regulators (IFIAR) or recognized by European Commission (EC) or qualified as a minimum of “broadly implemented” by Financial Sector Assessment (FSAP)
  • The office of the foreign auditors must have the reliable control system according to International Standard on Quality Control (ISQCI1) specified by International Federation of Accountants (IFAC) and must have auditors of at least 5 persons possessing bachelor’s degree at the minimum.

Financial Advisor

• A financial advisor approved by the SEC ⁽³⁾
• Maintain to have financial advisor 3 years after listing ⁽⁴⁾

Directors

At least 2 directors with Thai nationality and residents and at least one of them has to be independent director and Audit Committee

Contact person

Have contact person in Thailand with Thai nationality and resident

Place to hold shareholders meeting

Not specific but have to provide and facilitate voting channel and place for Thai investors

Cross-border Enforcement Cooperation ⁽⁵⁾

Home regulator must be able to cooperate and exchange information with the Thai SEC for the purpose of regulatory enforcement regarding securities markets

Reviewed quarterly financial statement

Within 45 days upon the end of each quarter

Audited yearly financial statement

• Within 3 months in case the company submits 4th Quarter financial statement
• Within 2 months upon the end of fiscal year

Annual registration statement (Form 56-1)

Within 3 months upon the end of fiscal year

Within 3 months upon the end of fiscal year

Within 4 months upon the end of fiscal year