Grounds for Possible Delisting and Elimination of the Grounds
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Summary of the Rules
The listed company may be subject to delisting if SET considers the company is not qualified to maintain the listing company status. Major grounds of possible delisting are as follows:
- Operation performance/ financial conditions falling 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 lower than zero.
- The listed company disposes of all or most of the assets used in the ordinary course of its business thereby causing the listed company to have all or most of its assets in the form of cash or short-term securities (Cash Company) for more than 6 months from the date SET has received the statement of financial position after the disposition of all or most of the assets.
- The listed company has violated or failed to comply with SET’s rules which may seriously damage the interests or the decision of the shareholders, or changes in securities price.
- The listed company has disclosed false information or failed to disclose material information which may seriously damage the interests or the decision of the shareholders, or changes in securities price.
- The listed company dissolves its business or is under receivership by a court order.
- The listed company does any act which may seriously damage the interests of the shareholders.
- The nature of business operation of the listed company is not suitable for it to remain a listed company.
- There is a change in the listed company’s shareholding in its subsidiary companies or associated companies and such change seriously and adversely affects the listed company.
- SET posts SP (Suspension) sign on its securities for a period of more than 2 years due to the listed company’s violation or failure to comply SET’s orders.
- The listed company is unable to eliminate the grounds for delisting (Stage 1) or to repossess the qualifications in order to resume trading (Stage 2) pursuant to the procedure prescribed by SET.
- The listed company is subject to delisting or has its securities delisted from the main market.
However the Exchange has prescribed the procedures for the listed company to solve the grounds for delisting when SET considers the listed company will be able to repossess the qualifications of listed companies as follows:
- Operational performance or financial condition falling within the criteria for possible delisting;
- All or most of its assets are in cash or short-term securities (Cash Company);
- Violation or failure to comply with SET’s rules, and failure to disclose material information.
- Not submitting or late submission of financial statements or the auditor issues adverse opinion on the financial statements.
- Unable to appoint audit committee within the specified time (more detail in independent and audit directors regulation)
The listed company shall eliminate the grounds for delisting in order to resume trading during these two rehabilitation periods:
- Period of eliminating the grounds for delisting. (Stage 1)
- Period of repossessing the listing qualifications to resume trading (Stage 2)
Since the possible delisting of listed company’s ordinary shares may be from different grounds, the period for rectification can be varied. SET will thus separately deal with each of the grounds, and the one with nearest expiry date for resolving the ground for possible delisting will be prioritized.