Summary of the Rules
In the event of delisting from failure to submit the financial statements before November 1, 2021, the listed company has the time in each period as follows: Stage 1, the period for elimination of the grounds for delisting, has time for 1 year, and stage 2, the period to repossession the qualifications in order to resume trading, has time for 1 year. The company can request for time extension in 2nd Stage only once, and not exceeding 1 year. In addition, the underlined information is the revised regulations and strikethrough is the original information, which are summarized as follows.
Reason for delisting |
Conditions and period for improving the qualifications of listed companies |
Stage 1
Period for the elimination of the grounds for delisting |
Stage 2
Period for the repossession of qualifications
in order to resume trading |
Failure to submit financial statements / late submission of financial statements / Submission of financial statements which the auditor issued an adverse opinion for more than 6 months in each period, only the first period that is delayed more than 6 months |
Submit of the financial statements that were announce NC all late financial statements within 1 year within 2 years. |
Submission of all late financial statements and submission of financial statements within the period stipulated for 2 consecutive periods within 1 year (extension may be requested for another 1 year) whereby the auditor's report shall not possess any of the following characteristics:
(1) A qualified opinion in relation to defect in the internal control system, or incomplete accounting system or the financial statements fail to comply with the financial reporting standards that the SEC accepts
(2) A disclaimer of opinion or a qualified opinion in relation to limitation on scope of audit imposed by the act or omission of the company, director or management
(3) An adverse opinion on the financial statements |
Subject |
Details |
Consideration criteria for cause of delisting |
1. Considering from the submission due date as follows.
Financial statement |
Due date |
Grounds for delisting |
Quarterly |
45 days from the end of accounting period |
Later than 6 months after the due date |
Annually |
2 months the end of accounting period |
The SEC orders an amendment |
According to SEC’s orders |
Later than 6 months from the date that SEC orders an amendment |
2. Considering from the submission of the financial statements that the auditor has expressed an adverse opinion, which means the financial statements are inaccurate, and the financial statements has not been revised for more than 6 months.
|
Procedures prior to possible delisting |
- In the case that the company does not submit financial statements / submit financial statements that the auditor issued an adverse opinion
SET will post an SP sign (Suspension) immediately from the due date for the financial statements submission or the date that the company submits the financial statements which the auditor has expressed an adverse opinion and SET will maintain the SP sign until the company submits the said financial statements to the SET correctly and completely. When the securities have been posted SP sign for 3 months, SET may allow trading for 1 month with Cash Balance account.
- In the case that the SEC orders a revision of the financial statements
SET will post an SP sign immediately for 1 day and the next business day, SET will remove the SP sign and post the NP sign, together with an announcement of C (Caution) sign. As a result, the investors must trade such securities with a Cash Balance account only.
Note :
- The NP sign will be maintained until the company submits the revised financial statements to the SET and there is a conclusion of the SEC’s consideration.
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The C sign will be maintained until the company is able to submit the revised financial statements or when the SET announces that the company is subject to possible delisting.
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Procedures for action when the listed company is subject to possible delisting |
To provide the company with clear guidelines for the elimination of the grounds for the possible delisting and encourage the company to resume trading, SET has procedures for action as follows.
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Failure to submit the financial statements/ late submission longer than 6 months / Submission of the financial statements which the auditor issued an adverse opinion and the listed company does not take an action to remove that cause for more than 6 months. After 6 months from the due date of financial statements submission or from the date that the company submits the financial statements which the auditor has issued an adverse opinion, SET will announce that the company is subject to possible delisting which SP sign will be remained and NC sign will be posted until the company is able to remove the grounds for delisting and repossess the qualifications in order to resume trading.
In the event that a listed company fails to submit its financial statements that the SEC has ordered to amend more than 6 months from the date of SEC’s order, after 6 months from the date that the SEC orders the company to amend the financial statements, SET will announce that the company is subject to possible delisting by posting SP and NC signs until the company is able to remove the grounds for delisting and repossess the qualifications in order to resume trading.
After the SET announces that the listed company is subject to possible delisting, if subsequently, the company does not submit the financial statements of the following periods, SET will notify the company and disclose information about the failure to submit the financial statements in the following periods to investors. In addition, the company has obligation to disclose the progress of the procedures to remove the cause of delisting to the Exchange every quarter or within the same date as the financial statements submission due date in each quarter or in case there is any material progress, the listed company must disclose information immediately.
Period 1: Period for the elimination of the grounds for delisting – There is a period of 2 years from the date the Exchange announces possible delisting.
The listed company must proceed, as the case may be, as follows:
-
Submit financial statements that have not been submitted for every period, and the auditor must not express an adverse opinion on the financial statement, only the financial statements for the period that are delayed more than 6 months from the due date.
- Submit the revised financial statements according to the order of the SEC for every period, and the auditor must not express an adverse opinion on the financial statements, only the financial statements for the period that are delayed more than 6 months from the date the SEC ordered the amendment of the financial statements.
-
In the event that the company submits the financial statements which the auditor issued an adverse opinion and the company does not solve that issue for more than 6 months: Submit the financial statements that the auditor does not express an adverse opinion on the financial statements.
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If the listed company can submit all financial statements within two years from the date of possible delisting announcement, the company shall submit a notice to the Exchange and clarify that the cause of delisting has been removed. Then, SET shall announce that the company has entered into the period for the repossession of qualifications in order to resume trading (Period 2).
- If the listed company is unable to submit all financial statements within one year from the date of possible delisting announcement, SET may consider delisting. The securities trading will be allowed for 7 business days before delisting with NC sign posted and can be purchased with Cash Balance account only.
Period 2: Period for repossess the qualifications in order to resume trading – There is a period of 1 year from the date that the Exchange announces a transition to 2nd period.
- If the listed company is able to repossess the qualifications in order to resume trading within 1 year, the company can submit a request to the Exchange to consider removing the NC and SP signs and allow resume trading.
- If the listed company is unable to repossess the qualifications in order to resume trading within one year, SET may consider delisting. The securities trading will be allowed for 7 business days before delisting with NC sign posted and can be purchased with Cash Balance account only.
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Consideration criteria for resume trading |
The listed company can submit the request to the SET to consider resume trading when the company has done all actions as follows.
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Submit the financial statements for every period that has not been submitted and/or submit the financial statements that the auditor does not issue an adverse opinion and/or submit the revised financial statements according to SEC’s order.
- Submit the financial statements within the specified period for 2 consecutive periods and the auditor's report must not have any of the following characteristics:
- The auditor proposes a qualified opinion that there is defect in the internal control system or incomplete accounting system, or the listed company has failed to comply with the generally accepted accounting principle;
- The auditor issues a disclaimer in case the scope of audit is limited by an act or omission of the company or management; or
- The auditor issues an adverse opinion on the financial statements
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Announcement of the 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. |
Delisting |
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. |