Exempted company (Notification of the Capital Market Supervisory Board No. TorChor. 22/2551 Re: Characteristics of Companies Exempted from Chapter 3/1 of the Securities and Exchange Act B.E. 2535 (1992) as Amended by the Securities and Exchange Act (No. 4) B.E. 2551 (2008))
1. The company which has delisted its shares voluntarily and has arranged a tender offer to purchase shares from all shareholders pursuant to the Regulation of the Stock Exchange of Thailand concerning delisting of securities, whereby percentage of shareholding of persons other than the offeror, persons acting in concert under Section 247 and related persons of each concert party altogether not exceeding five percent of the total number of issued shares of the company.
2. The company whose shares are not listed on the Stock Exchange of Thailand or sold on the over-the-counter center with any of the following characteristics:
2.1 Whose shares not being sold to the public, which having offered for sale of newly issued shares without duty to file a registration statement or having filed a registration statement but it is still ineffective, or not being able to sell shares within the period allowed by the SEC;
2.2 Having less than 100 shareholders after the period of offer for sale of newly issued shares approved by the SEC has ended;
2.3 Being under absolute receivership.
2.4 Being financial institution whose business operation has been suspended by order of a competent officer or a legitimate authority;
2.5 Being approved to offer for sale of newly issued shares to investors in foreign countries and not having duty to prepare and submit reports concerning the financial condition and the business operation of the company to the SEC pursuant to Section 56.
3. Foreign company approved to offer for sale of securities in Thailand to the directors or employees of the company, the affiliated company, the subsidiary or the branch of the company.
3.1 Acquisition or Disposition of Asset under Section 89/29(1)
Acquisition or disposition of significant assets of listed company or its subsidiary may affect financial conditions or operational result of the listed company. Accordingly, the transaction is regulated with the objective to ensure that.
1. investors obtain sufficient information;
2. shareholders have a channel to participate in business decision;
3. directors and executives comply with the provisions of law and fiduciary duty.
Procedure (the Notification of the Capital Market Supervisory Board No. TorJor. 20.2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets)
3.2 Related party transaction under Section 89/12
In case where director, executive or related person enters into any transaction with the company or the subsidiary (related party transaction), conflict of interest may arise and could result in misappropriation of assets. It is therefore required that the related party transaction be subject to certain procedure to ensure transparent and fairness of the transaction comparable to that with unrelated counterparty, providing that the material transaction with high value must be approved by the shareholders’ meeting.
Procedure (the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions)