Qualifications and approval rules | - Applicable to the offering of bonds only. - For the offering of bonds, the approval will be granted upon the registration of the transfer restriction, features of bonds, draft terms and conditions and a bondholders' representative appointment agreement (in case of secured bonds/ bonds with a bondholders' representative) and an approval for shares which may be used as underlying is granted (if any). - Can be offered only to persons related to the issuer or II or HNW. - If the offering is made to HNW who is not a person related to the issuer, it shall be made through intermediaries. | - Applicable to the offering of bonds only. - For the offering of bonds, the approval will be granted upon the registration of the transfer restriction, features of bonds, draft terms and conditions and a bondholders' representative appointment agreement (in case of secured bonds/ bonds with a bondholders' representative) and an approval for shares which may be used as underlying is granted (if any). (original requirements) | - Applicable to the offering of bonds only. - Application shall be submitted for an approval. The following qualifications will be considered[1]: 1. Financial statements shall be prepared in accordance with the financial reporting standards that are acceptable to lead regulator and there shall be no expression of opinion that the auditor's scope of audit is limited by any act or omission to act of issuers' directors or executives. 2. The issuers shall not fail to file the financial statements or related reports to the SEC/ SET. 3. The directors and executives shall be listed on the database of directors and executives of the securities issuing companies. 4. The controlling persons shall not have any of the untrustworthy characteristics. 5. No record of breaches of regulations and laws (i.e. being currently subject to a criminal complaint or legal prosecution for an offense concerning property by a relevant agency, only for a cause arising from a deceitful, fraudulent or dishonest act, or having an application for an offer for sale of newly issued securities rejected by the SEC Office on a suspicious ground related to disclosure of information to the public and such information was incomplete, contrary to facts, insufficient for making an investment decision, or misled investors in a manner of concealing or disguise or making up non-existing facts. 6. Being licensed or registered as the derivative dealers pursuant to the Derivatives Act, B.E. 2546. 7. Having exposures to the underlying or derivative position with the persons licensed or registered as derivative dealers pursuant to the Derivatives Act, B.E. 2546 (if the issuer is not qualified under 6). 8. The transfer restriction is registered. 9. A report on features of the bonds is submitted. 10. Draft terms and conditions and a bondholders' representative appointment agreement (in case of secured bonds/ bonds with a bondholders' representative) are submitted. 11. An approval for shares which may be used as underlying is granted (if any). 12. Complete disclosure of information in accordance with the prescribed form. | - Applicable to the offering of bonds only. - Application shall be submitted for an approval. The following qualifications will be considered 1. Being licensed or registered as the derivative dealers pursuant to the Derivatives Act, B.E. 2546, or having exposures to the underlying or derivative position with the persons licensed or registered as derivative dealers pursuant to the Derivatives Act, B.E. 2546. 2. Financial statements shall be prepared in accordance with the Thai Financial Reporting Standards for Publicly Accountable Entities (PAEs). 3. The issuers shall not fail to file the financial statements or related reports to the SEC/ SET. 4. The directors and executives shall be listed on the database of directors and executives of the securities issuing companies. 5. The controlling persons shall not have any of the untrustworthy characteristics. 6. No record of breaches of regulations and laws (i.e. being currently subject to a criminal complaint or legal prosecution for an offense concerning property by a relevant agency, only for a cause arising from a deceitful, fraudulent or dishonest act, or having an application for an offer for sale of newly issued securities rejected by the SEC Office on a suspicious ground related to disclosure of information to the public and such information was incomplete, contrary to facts, insufficient for making an investment decision, or misled investors in a manner of concealing or disguise or making up non-existing facts. 7. No grounds to suspect that the directors, executives,
and major shareholders having other interest which may be in conflict with the best interest of the business or having benefits transferred from the business. 8. Not being in default om principal or interests of any debt securities or in default on a loan payment. 9. Not being in breach of the terms and conditions of the debt securities. 10. An approval for shares which may be used as underlying is granted (if any). 11. No terms that would require bondholders who have held their bonds until the maturity to have their investments repaid less than 80 percent of the amount that the issuer received from the investors. |