Grounds for Possible Delisting and Elimination of the Grounds
Financial conditions or operational performance not meeting requirements

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Stage 1
Period for the elimination of the grounds for delisting

Stage 2
Period for the repossession of qualifications in order to resume trading 

Financial position

1. Equity < 0
2. Cessation of operation
3. The auditor issues a disclaimer opinion for 3 consecutive years
4. Assets used for operation have decreased or are about to decrease significantly

Elimination of the ground for delisting within 3 years (extension may be requested for another 1 year) such as, where Equity < 0, actions have been taken so that equity is not less than 0, etc. pursuant to each of the grounds for delisting announced as follows:

1. Equity > 0
2. Having business operation
3. Auditor's report of the annual financial statements or the annual consolidated financial statements does not contain a disclaimer of opinion or an adverse opinion

While a listed company is in stage 1 SET will announce the name of the listed company in 3 periods, each being a period of 1 year i.e. NC stage 1, NC stage 2 and NC stage 3.
(* Considered from the annual financial statements or annual consolidated financial statements which have been audited by the auditor)

Possession of the following qualifications within 2 years (extension may be requested for another 1 year):

• Equity: SET ≥ 300 million Baht / mai ≥ 50 million Baht
• Profit from the main business for the period of 1 year or 4 quarters: SET ≥ 30 million Baht / mai ≥ 10 million Baht and there is accumulated net profit prior to the submission of request
• Financial position and operating results are stable considering cash flow and accumulated loss
• Possess of the qualifications pursuant to the criteria to maintain status of a listed company
• The distribution of minority shareholding (‘free float’) is at least 15% and at least 150 minority shareholders
• Debt restructuring > 75%
• In case of rehabilitation pursuant to the bankruptcy law, the company shall no longer be under rehabilitation as approved by the court

Qualifications for requesting time extension: The company must have all of the following qualifications.
• Equity ≥ 50 million Baht or net profit from operation of the main business for 1 year or 4 latest quarters ≥ 10 million Baht.
• There is a main business to be operated on a continuous basis.
• There is a procedure to eliminate the grounds for delisting, clear progress, and other qualifications such as directors, executives, and controlling parties do not have any prohibited characteristics under the SEC’s regulations and compliance with disclosure rules of the SET.

Consideration criteria for cause of delisting

Operating performance or financial positions of the listed company falls within any of these following cases:

• The operation is halted entirely or almost entirely;
• The auditor issues a disclaimer opinion on the financial statements of the listed company for 3 consecutive years;
• The latest audited financial statements show that the shareholders’ equity is negative.

Consideration criteria in the event that the shareholders’ equity is negative:

1. The shareholders’ equity that appears on the financial statements is negative.
2. The shareholders’ equity that appears on the financial statements is positive, but the auditor has issued a qualified opinion, or a disclaimer, or an adverse opinion on the financial statements. If the financial statements are to be adjusted in accordance with the auditor’s opinion, the shareholders’ equity will be reduced to negative.

In order to warn the investors to be cautious in their investment, SET will consider information from financial statements which have been audited or reviewed by the auditors and proceed as follows.

1. For financial positions:  about the shareholders’ equity
   • SET will post C (Caution) sign on the listed securities of the listed company and listed securities must be purchased by cash balance account only when the shareholders' equity is less than 50% of the paid-up capital (Details shown in C Sign Posting).
2. For financial statements: when the auditor issues a disclaimer opinion on the financial statements
   • SET will post C (Caution) sign on the listed securities of the listed company and listed securities must be purchased by cash balance account only when the auditor issues a disclaimer opinion on the financial statements due to the limitation of the scope of review or audit by the company or its directors or executives (Details shown in C Sign Posting).
   • SET will post SP sign for 1 day so that the investor will have time to consider the auditor’s opinion, including the details on the financial statements carefully as well as to acknowledge the company's clarification. Afterwards, the securities trading is allowed on the next business day and SET will post an NP sign until there is a conclusion whether the company must revise the financial statements.

To encourage the listed company to have a clear plan and urgently process a rehabilitation, SET shall take the following actions:

• Post SP (Suspension) sign on the listed company’s securities to suspend trading from the day of the announcement that its operational performance or financial position falls within possible delisting criteria, such as when the listed company submits the audited financial statements which show that the shareholders’ equity is negative.
• Announce that the listed company is subject to possible delisting (NC Stage 1) and post NC (Non-compliance) sign within 7 business days from the day there is a ground for potentially delisting, then prohibiting the trading of securities for another 1 month.
• When SP sign has been posted for 1 month and the listed company has informed the option of its rehabilitation plan, the SET will allow trading of its securities for 1 month with NC sign posted and can be purchased with Cash Balance account only. After that, SP sign will be posted until the company can make progress in rehabilitation, eliminate the ground for delisting, and repossess the qualifications to resume trading.
• Order the listed company to report or disclose on the progress of rehabilitation every 3 months, or on the date the quarterly financial statement is due for submission, or disclose immediately any material progress.

If the company is qualified to resume trading within the specified period, the company can submit a written notice to the SET to consider removing NC and SP signs in order to resume trading.

Rehabilitation period is divided into two parts as the following:
1) Period for the elimination of the grounds for delisting
There is a period of 3 years from the date of an announcement that the listed company is potentially subject to delisting.

• If the listed company is able to eliminate the grounds for delisting within 3 years from the date of the announcement that its securities may be delisted due to grounds such as
  • There is a business operation.
  • The auditor's report is not a disclaimer of opinion type (Considering from the annual financial statements which have been audited by the auditor).
  • Equity is positive (Considering from the annual financial statements which have been audited by the auditor).
  The listed company shall submit a written notice to the SET to inform that it has eliminated the ground for delisting. Then, the SET will announce that the listed company have entered the period of repossession of qualifications in order to resume trading (Stage 2).
• If the listed company is unable to eliminate the grounds for delisting within 3 years from the date of the announcement that its securities may potentially be delisted, the SET shall consider an order for delisting, and the trading will be allowed for 7 business days before delisting with NC sign posted and can be purchased with Cash Balance account only.

2) Period for the repossession of qualifications in order to resume trading (Stage 2) There is a period of 2 years from the date of SET’s announcement that the company has moved to Stage 2.

• If the listed company is able to repossess the qualifications in order to resume trading within 2 years, the listed company can submit a written notice to SET to consider NC and SP signs lifting, and to allow its securities to resume trading.
• If the listed company is unable to repossess the qualifications in order to resume trading within 2 years, the SET shall consider an order for delisting, and the trading will be allowed for 7 business days before delisting with NC sign posted and can be purchased with Cash Balance account only.  

The listed company can request for rehabilitation period extension for Stage 1 - Period for the elimination of the grounds for delisting; and Stage 2 - once for each period and such extension shall not exceed 1 year. The request shall be submitted 7 business days in advance before the end of NC period, with explanations and supporting information to show that the listed company possess all qualifications as follows.

1. Shareholders’ equity shall be not less than 50 million Baht or net profit from the operation of the main business during a period of 1 year is not less than              10 million Baht, by considering the annual financial statements or the financial statements of the four latest quarters when have been audited or reviewed by the auditor (depending on the case).  
2. Apparently, there is a main business to be operated on a continuous basis taking into account factors such as commercial revenue, assets used in the operation of the main business, licenses/concessions required to operate such business, etc.;
3. There is a procedure to eliminate the grounds for delisting, clear progress, such as rehabilitation plan approved by the bankruptcy court or a debt restructuring agreement and implementation plan, and adherence to such plan or agreement; and
4. Other qualifications i.e. management and controlling parties do not possess the prohibited characteristics pursuant to the notifications of the SEC, and compliance with SET’s disclosure rules i.e. submitting all financial statements within the specified period.

The listed company shall possess all qualifications as follows.

1. Shareholders’ equity (after the adjustment of the auditor’s opinion):
   • Trading on mai : At least 50 million Baht
   • Trading on SET : At least 300 million Baht
2. There is a net profit from the normal operation of the main business, which shall continue to be operated in the future on a continuous basis, under the continuous majority management of the same group for at least 1 year prior to the submission of the request. SET shall consider the annual financial statements or the financial statements of the 4 latest quarters which have been audited by the auditor and consider the accumulated net profit from the audited or reviewed financial statements (depending on the case):  
   • Trading on mai: Net profit is not less than 10 million Baht, and there is net profit in the accumulated period prior to the submission of request.
   • Trading on SET: Net profit is not less than 30 million Baht, and there is net profit in the accumulated period prior to the submission of request.
3. Debt restructuring has been conducted for more than 75% of all the listed company’s debts. The listed company can repay the debts to the creditor within the time period prescribed. The debt restructuring plan shall take into account the rights and privileges of minority shareholders i.e. the equity of existing shareholders shall not be reduced to less than 10% of the paid-up capital after the undertakings.
4. Financial position and operating results are stable pursuant to the conditions of its business on a continuous basis, taking into account cash flow and accumulated loss of the business.
5. Possess all the qualifications pursuant to the criteria for maintaining listing status before submitting the request, and the distribution of minority shareholdings shall not be less than 15% and at least 150 minority shareholders.
6. The listed company undertaking the rehabilitation pursuant to the law on bankruptcy shall no longer be under the rehabilitation as approved by the court.

In addition, the SET may also prescribe conditions for the listed company to take additional actions as follows: 

• That the listed company signs the new listing agreement; or
• That the listed company takes any action or discloses additional information in order to eliminate conflict of interest between the listed company and its majority shareholder or management.

The listed company’s strategic shareholders are prohibited to sell their shares amounting to 55% of the paid-up capital:

• General request to eliminate the delisting ground: One-year silent period from the date of the commencement of trading.
• In case the listed company has its financial position and operating results improved with the involvement of a new partner or supports in terms of new business, regarded as the Backdoor Listing:
  • One-year silent period if the new partner possesses all the qualifications pursuant to the SET’s or mai’s listed regulations, on the date of the submission of request to eliminate the delisting ground.
  • Two-year silent period if the request to eliminate the delisting ground is submitted within one year, from the date of the joint venture or the acquisition of new business or assets. The SET shall consider the listed company’s qualifications pursuant to the general criteria for trading resumption.

SET will announce information on the trading resumption 7 business days in advance before the commencement of trading of the listed company’s listed securities.

If the company is unable to eliminate all causes of delisting or repossess the qualifications in order to resume trading within specified deadline, SET will consider delisting and allow trading on the securities for 7 business days prior to delisting. During that period, NC sign is still posted and the securities must be purchased via cash balance account only.