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Financial statements & reports under Section 56

For the purpose of providing investors with sufficient information for making their investment decision, the issuing company and listed company ( collectively referred to as the company ) are required to comply with the following disclosure requirements :

 Relevant regulation Notification of the Capital Market Supervisory Board No. TorChor. 44/2556  Re: Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers

 

Persons Having Duties

The following securities issuers shall have duties to disclose a report on financial and non-financial information to the SEC Office
(1)  a listed company;
(2)  a company of which shares have been offered or will have been offered  for sale to investors under the requirement that the offerors, whether they are the company or its shareholders, shall submit the registration statement to the SEC Office before such offering
(3)  a company  of which securities [other than share] have been offered for sale to investors under the requirement that the offerors, whether they are the company or its shareholders, shall submit the registration statement to the SEC Office before such offering. In this regard, the securities issuer shall disclose the report until maturity date of securities.
 
The securities issuer duties to disclose a report on financial and non-financial information to the SEC Office would be ceased when any of the following appears:
(1)  the securities issuer has proceeded the liquidation procedure for dissolving;
(2)  the company of which securities have not been sold within the period of time allowed by the SEC Office or the company has canceled an offer for sale of securities specified in the prospectus, unless the company has such duties relating to offering for sale of or issuing other securities;
(3)  duties of voluntarily delisted company would be ceased in particular of the offer for sale of shares and warrants (if any) on the condition that the company complies with any of the following conditions:
     (a)  after the offer to purchase shares from all of its shareholders has been made pursuant to the Regulation of the Stock Exchange of Thailand concerning the Delisting of Securities, the percentage of existing shareholders other than the offeror, persons acting in concert with the offeror and persons under Section 258 [of Securities and Exchange Act B.E.2535 (1992)], altogether, does not exceed 5% of the total number of voting rights of the company;
          (b)  all shareholders have given a written consent indicating their intention to forego their right to receive the information under this Notification; or
          (c)  the board of directors has passed a resolution approving the general offer to purchase shares and warrants from securities holder and has proceeded the procedures as prescribed in Clause 42. 
(4)  the unlisted company or the company’s share being non-trading over-the-counter securities center which falls within any of the following characteristics:
          (a)  being under an absolute receivership order;
          (b)  being a financial institution, of which business operation has been suspended by an order of a competent officer or authority; or
          (c)  the company has complied with any of the following criteria.
In this regard, such duties of the company would be ceased particular for the offer for sale of shares and warrants (if any): 
                    1. the number of shareholders and warrant holders, altogether, is less than 100; or
                    2. the board of directors has passed a resolution approving the general offer to purchase shares and warrants from securities holder and has proceeded the procedures as prescribed in Clause 42.
          (d)(d)  all shareholders have given a written consent indicating their intention to forego their right to receive the information under this Notification.   
 
The preparation and submission of a report on financial and non-financial information  as prescribed in Clause 9 of this Notification shall conform to the following rules:
 
1. A Thai company, of which shares are listed securities on the Stock Exchange of Thailand (listed company), has offered for sale of any securities; 
1.1 General Rules
1.2 In case the listed company is being posted a SP (Suspension) sign  by the Stock Exchange of Thailand due to its financial distress or the company is in the list of NonPerforming Group as prescribed in Clause 26 of this Notification
2. A Thai company having obtained an approval for the offer for sale of its shares in manner of public offering and being in the process of listing its shares on the Stock Exchange of Thailand 
3. A Thai company of which shares are not listed on the Stock Exchange of Thailand 
(non-listed company)
4. A branch of a foreign bank undertaking commercial bank business in the Kingdom of Thailand
5. A foreign company
 
 
General Rules
 
Types of information
Period of time and conditions  for submission of a report
1.  Financial statement
General case
- The review of 1st, 2nd**, and 3rd quarterly financial statement shall be submitted within 45 days as from the end of each quarter.
- The audited annual financial statement shall be submitted within 2 months as from the end of the accounting period.
 
In case of submitting the review of 4th quarterly financial statement prior to submitting audited annual financial statement
- The review of 1st, 2nd**, 3rd and 4th quarterly financial statement shall be submitted within 45 days as from the end of each quarter.
- The audited annual financial statement shall be submitted within 3 months as from the end of the accounting period.
 
Note: The symbol ** means either review of the 2nd quarterly financial statement or  the audited annual financial statement for the 6 months could be chosen to submit.  In case of choosing to submit the audited annual financial statement for the 6 months, the issuer shall submit such financial statement within 2 months as from the end of the first half of the financial years.
2.  The annual updated information statement (information in accordance with Form 56-1. In this regard, in case the other type of securities have been issued, 
Within 3 months as from the end of  the accounting period.
 
the information in accordance with the form for such securities shall be provided.) 
 
3.  The annual report
No later than the date of the submission of the annual report to shareholders but within 4 months as from the end of the accounting period.
 
 
To file the report, please see the SEC Circular No.KorLorTor.Jor. (C) 26/2541 Re: Review of Guideline for Filing of Report by the Issuing Company dated 10th August, 2001 and No.Jor (C) Re: Notice of Changes in Filing of Report through Facsimile Transmission dated 16th November, 2002
1. Director, executive or auditor must file the report with the SEC by 19.00 hrs. on the due date or by 9.00 hrs. on the following business day (prior facsimile transmission is not required)
 
2. Facsimile transmission can be done through Fax. no. 0-2263-6099 by 24.00 hrs.  on the due date, providing that the original must be filed with the SEC within the following business day. In case where the SEC does not receive the report filed through facsimile transmission by the said period, the issuing company will be deemed to have been delayed for such filing regardless of whether the original will be filed within the following business day.
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Last updated on 14 June 2016
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