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SEC orders CHO to disclose information and review the reasonableness of its proposed software acquisition to be paid for with PP shares by 27 August 2026



Monday 24 August 2026 | No. 172 / 2026


Bangkok, 24 August 2026 – The Securities and Exchange Commission (SEC) has ordered Cho Thavee Public Company Limited (CHO) to (1) provide clarification regarding its proposed acquisition of software assets valued at Baht 1.4 billion, the consideration for which would be paid through the issuance and offering of capital increase shares under a private placement (PP) to the software seller, and (2) review the reasonableness of such software acquisition. CHO must submit the information to the SEC by 27 August 2026 and publicly disclose such information through the Stock Exchange of Thailand’s Electronic Listed Company Information Transmission System (SETLink).

CHO is scheduled to hold the Extraordinary General Meeting of Shareholders (EGM) No. 1/2026 on 28 August 2026 to seek shareholder approval for the issuance and allocation of 190.47 million capital increase shares through a PP at an offering price of Baht 7.35 per share, with a total offering value not exceeding Baht 1.4 billion. Shareholders will also be asked to approve the acquisition of software assets valued at Baht 1.4 billion, for which consideration will be settled by the issuance of the aforementioned capital increase shares described above as payment in kind. Following the PP share allocation, the investor would hold 19.91 percent of CHO’s total voting rights and become the shareholder holding the highest proportion of voting rights in CHO.

Although the independent financial advisor (IFA) opined that the transactions are reasonable and recommended that shareholders approve the proposed transactions, the IFA estimated the fair value of the software to be acquired at only Baht 131.11–146.46 million. Accordingly, the proposed purchase price of Baht 1.4 billion is approximately 9–10 times higher than the fair value estimated by the IFA. The SEC has also raised several concerns regarding the software, including that the software was completed in 2024, and no evidence has been found that it has generated commercial revenue; the nature or business model for utilizing the software to generate revenue; the terms and arrangements with the seller; the reasonableness of the assumptions applied by the foreign appraiser in determining the software’s fair value, which formed the basis for setting the purchase price at Baht 1.4 billion; and the potential impact on CHO’s financial statements if the purchase price exceeds the value estimated by the IFA.

Therefore, pursuant to Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has ordered CHO to provide additional information and review the reasonableness of the proposed acquisition of the software assets by 27 August 2026, and to disclose such information publicly via SETLink.













Building Confidence in the Capital Market
NEWS
Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 172 / 2026 Monday 24 August 2026
SEC orders CHO to disclose information and review the reasonableness of its proposed software acquisition to be paid for with PP shares by 27 August 2026

Bangkok, 24 August 2026 – The Securities and Exchange Commission (SEC) has ordered Cho Thavee Public Company Limited (CHO) to (1) provide clarification regarding its proposed acquisition of software assets valued at Baht 1.4 billion, the consideration for which would be paid through the issuance and offering of capital increase shares under a private placement (PP) to the software seller, and (2) review the reasonableness of such software acquisition. CHO must submit the information to the SEC by 27 August 2026 and publicly disclose such information through the Stock Exchange of Thailand’s Electronic Listed Company Information Transmission System (SETLink).

CHO is scheduled to hold the Extraordinary General Meeting of Shareholders (EGM) No. 1/2026 on 28 August 2026 to seek shareholder approval for the issuance and allocation of 190.47 million capital increase shares through a PP at an offering price of Baht 7.35 per share, with a total offering value not exceeding Baht 1.4 billion. Shareholders will also be asked to approve the acquisition of software assets valued at Baht 1.4 billion, for which consideration will be settled by the issuance of the aforementioned capital increase shares described above as payment in kind. Following the PP share allocation, the investor would hold 19.91 percent of CHO’s total voting rights and become the shareholder holding the highest proportion of voting rights in CHO.

Although the independent financial advisor (IFA) opined that the transactions are reasonable and recommended that shareholders approve the proposed transactions, the IFA estimated the fair value of the software to be acquired at only Baht 131.11–146.46 million. Accordingly, the proposed purchase price of Baht 1.4 billion is approximately 9–10 times higher than the fair value estimated by the IFA. The SEC has also raised several concerns regarding the software, including that the software was completed in 2024, and no evidence has been found that it has generated commercial revenue; the nature or business model for utilizing the software to generate revenue; the terms and arrangements with the seller; the reasonableness of the assumptions applied by the foreign appraiser in determining the software’s fair value, which formed the basis for setting the purchase price at Baht 1.4 billion; and the potential impact on CHO’s financial statements if the purchase price exceeds the value estimated by the IFA.

Therefore, pursuant to Section 58(1) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has ordered CHO to provide additional information and review the reasonableness of the proposed acquisition of the software assets by 27 August 2026, and to disclose such information publicly via SETLink.