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1 Listing CriteriaThe SETThe MAI 1. Company Status-Must be a public limited company, or company established under a special law. -The same as the SET 2.

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Presentation on theme: "1 Listing CriteriaThe SETThe MAI 1. Company Status-Must be a public limited company, or company established under a special law. -The same as the SET 2."— Presentation transcript:

1 1 Listing CriteriaThe SETThe MAI 1. Company Status-Must be a public limited company, or company established under a special law. -The same as the SET 2. Paid-up Capital after IPO (in Millions of Baht) -  300 MB -Must be at least 20 MB, but less than 300 MB 3. Distribution of Minority Shareholding -No. of Minority Shareholders * -No. of Shares Held by Minority Shareholders -  1,000 -  25% of paid-up cap (may be waived 1 year for the company with paid-up cap.  10,000 MB) -   20 % of paid-up capital after IPO 4. Public Offering -Approval -No.of Shares to be Offered to the Public -Offering Method -Must be granted an approval by the SEC -For any companies with paid-up cap.<500 MB.,  15% of paid-up cap. -For any companies with paid-up cap.  500 MB.,  10% of paid-up cap or 75 MB., whichever is higher -Offered through an underwriter -The same as the SET -  15 % of paid-up cap -The Same as the SET * Note: (1)Minority shareholders mean persons who are not strategic shareholders. (2) By definition, strategic shareholders include: - Government, SOE, Government Agencies- Directors, managing directors and its first top 4 managers - Persons who hold more than 5% of paid-up capital after IPO, and- Shareholders who are subject to silent period SET/MAI Listing Requirements

2 2 Listing CriteriaThe SETThe MAI 5. Track Record and Market Capitalization -Track record:  3 years in operation -Same substantial management:  1 year -Net profit: > 30 MB in the latest year and 2 or 3 most recent years profit of  50 MB with accumulated profit for the submission year) -Track record:  2 years in operation -Same substantial management:  1 year -Net profit >0 in the latest year prior to listing or -Track record:  1 years in operation -Same substantial management:  1 year -Market cap  1,500 MB. 6. Financial Condition and Liquidity -Stable financial condition and sufficient working capital -Shareholder's equity base of  300 MB -The same as the SET -Shareholder's equity base of  20 MB 7. Management -Management and Control Persons -Audit Committee -Scope of the Audit Committee -Independent Directors -Qualifications should be in line with SEC regulations and should not posses any characteristics as prohibited by the SEC -Appointed before listing -Duties and responsibilities must be clearly defined as specified by the SEC -No requirement. No need if already have audit committee The same as the SET 8. Corporate Governance and Internal Control -Have good corporate governance practices and qualified audit committee -Have effective auditing and internal control systems as specified by the SEC The same as the SET SET/MAI Listing Requirements (Con’t)

3 3 Listing CriteriaThe SETThe MAI 9. Conflicts of Interest-No existing or potential conflict of interest-The same as the SET 10. Articles of Association-Those of the listed companies as well as their subsidiaries must be in line with the SEC& the SET rules and regulations. -The same as the SET 11. Financial Statements and Auditors -Have been prepared in accordance with SEC rules and regulations as well as Thai GAAP applied to public limited companies -The same as the SET 12. Provident Fund-Must be established prior to listing-The same as the SET 13. Financial Advisor-Must be appointed prior to listing-The same as the SET Notes: Requirements with regard to the Silent Period Shareholders who are subject to silent periodStrategic Shareholders Number of shares subject to silent period65 % of paid-up shares after the company’s public offering Silent Period-1 year and 6 months from the first listing date. However, after 6 months, the shares subject to the silent period will be released 25% every 6 months. SET/MAI Listing Requirements (Con’t)


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