Listing Approval for foreign listed companies under “Primary Listing” Category

Tweet |

Status of listing applicant

Must be a foreign company defined in the Notification of the Capital Market Supervisory Board¹

Paid-up capital in common shares (after public offering)

> THB 300 million

Financial condition and liquidity

• Must have a minimum total shareholder equity of THB 300 million and total shareholder equity > 0 before public offering.
• Must be in a stable and healthy financial condition and have sufficient working capital.

Track record

• Combined minimum net profits from operations of THB 50 million over the past two or three years, and net profits from operations of THB 30 million for the latest full year. and there must be an accumulated net profit in the period prior to the filing of an application
• At least 3 years of operating track record with at least one year of company management continuity prior to the application date. 

Shareholding Spread² (After IPO)

• Issued shares in hands > 1,000 shareholders
• Shareholding Ratio
  • 25% of paid-up capital (THB 300 million ≤ the paid-up capital ≤ THB 3 billion)
  • 20% of paid-up capital (the paid-up capital > THB 3 billion)
  • Each shareholder must hold at least 1 trading unit in accordance with the rule.

Public Offering Approval

• Must have been granted approval by the SEC.
• Offered through underwriters.
• Number of shares cumulatively offered for sale:
• Paid-up capital < THB 500 million: 15% of paid-up capital
• Paid-up capital > THB 500 million: 10% of paid-up capital or THB 75 million in shares, whichever is higher

Management and control personnel

• The Board of Director shall be qualified as required by the Notification of The Capital Market Supervisory Board³ for foreign company. (Shall have at least 2 directors having Thai nationality with a residence in the Kingdom of Thailand and at least 1 person shall be the audit committee).
• Committee and Management must hold qualifications accordingly;
• Not have any characteristics prohibited by The Capital Market Supervisory Board¹.
• 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 directors of an applicant has realized its roles, duties and responsibilities to shareholders thoroughly. In case the board of directors has appointed the general manager or any other person to act on its behalf for any matter, such appointment shall comply with the Notification of the Capital Market Supervisory Board¹.
• The person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant) have to meet the qualifications specified by SEC.

Corporate governance and internal control

• Having a good corporate governance system, as well as independent directors which have the composition and qualifications as prescribed in the Notification of the Capital Market Supervisory Board for Foreign Listed Companies¹ and having an audit committee which have the composition, qualifications and scope of work as prescribed by the Exchange.
• Having an internal control system under the rules prescribed in the Notification of the Capital Market Supervisory Board¹.

Conflicts of interest

Must have no existing or potential conflicts of interest as defined by The Capital Market Supervisory Board¹.

Financial statements and auditors

• Must ensure that financial statements have been prepared in accordance with The Capital Market Supervisory Board¹ rules and regulations.
• Must have an auditor approved by the SEC.

Disclosure

Disclose the limitations and risks of limitation of the enforceability of the law.

Registrar

Appoint TSD or an approved registrar by SET.

Silent Period³

The prohibition of shares sale held by strategic shareholders² in the aggregate amount of 55% of paid up capital after the completion of IPO shall be effective.
A) General business : a period of 1 years and 6 months from the commencement date of trading of the Applicant’s shares on the Exchange. Upon completion of 1 year period, the persons subject to prohibition of sale shall be able to sell their shares at 20 per cent of the number of all shares that are subject to the prohibition of sale.
B) Infrastructure business : a period of 3 years from the commencement date of trading of the Applicant’s shares on the Exchange. Upon completion of 1 year period, the persons subject to prohibition of sale shall be able to sell their shares at 20 per cent of the number of all shares that are subject to the prohibition of sale, and upon completion of every 6-month period thereafter, such persons shall be able to sell their shares at 20 per cent of the number of all shares that are subject to the prohibition of sale.

Agent for Coordination

Have a liaison agent in Thailand, to act as an agent for disclosing information or doing any act in accordance with the rules prescribed in the Notification of the Capital Market Supervisory Board for Foreign Companies.

Financial Advisor

An application submitting shall be jointly prepared by a financial advisor in the SEC approved list and the financial advisor must advise the company at least 1 year after the commencement date of trading on the Exchange.⁴

Opportunity Day

The company must organize a meeting to present and clarify the information about business and performance to shareholders, investors and related persons at least 1 time within the first year after having been listed in order to allow them access to relevant information and opportunity of raising queries to the management of the listed company.