Financial conditions or operational performance not meeting requirements

Operation performance or financial conditions of the listed company falls within any of these following cases:

• The operation is halted entirely or almost entirely;
• The auditor issues a disclaimer opinion on the financial statements of the listed company for 3 consecutive years;
• The latest audited financial statements show that the shareholders’ equity is lower than zero.
• Operating income in the annual budget audited by SET auditor < 100 million baht, mai < 50 million baht for 3 consecutive years.

Consideration criteria in the event that the shareholders’ equity is lower than zero:

1. The shareholders’ equity that appears on the financial statements is negative.
2. The shareholders’ equity that appears on the financial statements is positive, but the auditor has issued a qualified opinion, or a disclaimer, or an adverse opinion on the financial statements. If the financial statements are to be adjusted in accordance with the auditor’s opinion, the shareholders’ equity will be reduced to negative.
3. The Stock Exchange will not announce grounds for delisting. If the listed company can make a change to make the shareholder's equity value greater than zero. The budget must be submitted for review or audit. which has information ending on the date the incident was resolved or a report showing that the incident was resolved along with the annual budget

To warn investors to be cautious in their investment, SET will consider information from financial statements that have been audited or reviewed by auditors and proceed as follows;

1. its operation : the shareholders’ equity
   • The Stock Exchange will post a CB (Business) sign. Investors must purchase such securities with a Cash Balance account only.
   • When the latest statement of shareholders' equity is less than 50% of the paid-up capital. (Details appear in the matter of posting the CB mark)
   • Annual net loss for 3 consecutive years until shareholders' equity is less than 100% of paid-up capital.
2. Financial status: In the case of income from operations
   • The Stock Exchange will post the CB (Business) sign. Investors must purchase such securities with a Cash Balance account only when operating income Cumulative or annual installments less than 100 million baht (SET) or less than 50 million baht (mai)(details appear in the posting of the CB sign)
3. Financial statements : In the case the auditor does not express an opinion on the financial statements
   • The Stock Exchange will post the CS (Financial Statements) sign. Investors must purchase such securities with a Cash Balance account only in the event that the auditor does not express an opinion on the latest statement. (Details appear in the CS sign posting)
   • The Stock Exchange will post the SP sign for 1 day to give users of information in the financial statements time to consider the auditor's opinion. together with the numbers in the financial statements carefully Including acknowledging the company's clarification first and taking measures against listed companies in accordance with the regulations of the Stock Exchange regarding measures to take in cases where listed companies have events that may affect their financial position and business operations.

To encourage the listed company to have a clear plan and urgently process a rehabilitation, SET shall take the following actions:

• Post SP (Suspension) sign on the listed company’s securities to suspend trading from the day of the announcement that its operational performance or financial condition falls within possible delisting criteria, such as when the listed company’s audited financial statement shows that the shareholders’ equity is lower than zero.
• Announce that the securities of the listed company may potentially be delisted (NC Stage 1) and post NC (Non-compliance) sign within 7 business days from the day there is a ground for potentially delisting, then prohibiting the trading of securities for another 1 month.
• When SP sign has been posted for 1 month and the listed company has informed of its rehabilitation plan, the SET will allow trading of its securities for 1 month with NC sign posted and can be purchased with Cash Balance account only. After that, SP sign will be posted until the company can make progress in rehabilitation, eliminate the ground for delisting, and repossess the qualifications to resume trading.
• Order the listed company to report or disclose on the progress of rehabilitation every 3 months, or on the date the quarterly financial statement is due for submission.

If the company is qualified to resume trading within the specified period, the company can submit a written notice to the SET to consider removing NC and SP signs in order to resume trading.

Rehabilitation period  is divided into two parts as the following:

1) Period for the elimination of the grounds for delisting
There is a period of 3 years from the date of an announcement that the listed company is potentially subject to delisting.

• If the listed company is able to eliminate the grounds for delisting within 3 years from the date of the announcement that its securities may be delisted due to grounds such as
  • There is a business
  • The auditor's report is not of the type to express an opinion. (Considered from the annual financial statements that have been audited by the auditor)
  • Equity is greater than zero (Considered from the annual financial statements that have been audited by the auditor)
  • Operating income in the cumulative period or latest year that has been audited or reviewed by SET auditors is not less than 100 million baht, mai not less than 50 million baht.
  The listed company shall submit a written notice to the SET to inform that it has eliminated the ground for delisting. Then, the SET will announce that the listed company have entered the period of repossession of qualifications in order to resume trading (Stage 2).
• If the listed company is unable to eliminate the grounds for delisting within 3 years from the date of the announcement that its securities may potentially be delisted, the SET shall consider an order for delisting, and the trading will be allowed for 7 business days before delisting with NC sign posted and can be purchased with Cash Balance account only.

2) Period for the repossession of qualifications in order to resume trading  (Stage 2) is within 2 years from the date that the SET announced the securities move to stage 2 .
There is a period of 2 years from the date of SET’s announcement that the company has moved to Stage 2.

• If the listed company is able to repossess the qualifications in order to resume trading within 2 years, the listed company can submit request with SET to have NC and SP signs removed, and to allow its securities to be traded as normal.
• If the listed company is unable to repossess the qualifications in order to resume trading within 2 years, the SET shall consider an order for delisting, and the trading will be allowed for 7 business days before delisting with NC sign posted and can be purchased with Cash Balance account only.

The listed company can request for rehabilitation period extension for Stage 1 - Period for the elimination of the grounds for delisting; and Stage 2 - once for each period and such extension shall not exceed 1 year. The request shall be submitted 7 business days in advance before the end of NC period, with explanations and supporting information to show that the listed company possess all qualifications as follows.

1. Shareholders’ equity shall be not less than 50 million Baht or net profit from the operation of the main business during a period of 1 year is not less than  10 million Baht , by considering the annual financial statements or the financial statements of the four latest quarters when have been audited or reviewed by the auditor (depending on the case).
2. Apparently, there is a main business to be operated on a continuous basis taking into account factors such as commercial revenue, assets used in the operation of the main business, licenses/concessions required to operate such business, etc.;
3. There is a procedure to eliminate the grounds for delisting, clear progress, such as rehabilitation plan approved by the bankruptcy court or a debt restructuring agreement and implementation plan, and adherence to such plan or agreement; and
4. Other qualifications i.e. management and controlling parties do not possess the prohibited characteristics pursuant to the notifications of the SEC, and compliance with SET’s disclosure rules i.e. submitting all financial statements within the specified period.

The listed company shall possess all qualifications. and must continue to exist until the date the Stock Exchange allows listed securities of listed companies to resume trading on the Stock Exchange as follows

1. Shareholders’ equity (after the adjustment of the auditor’s opinion):
   • Trading on mai : At least 50 million Baht
   • Trading on SET : At least 300 million Baht
2. There is a net profit from the normal operation of the main business, which shall continue to be operated in the future on a continuous basis, under the continuous majority management of the same group for at least 1 year prior to the submission of the request. The SET shall consider the annual financial statement or the financial statement of the 4 quarters audited by the auditor and and consider the net profit in the accumulated period from the audited or reviewed financial statements. (depending on the case) and must continue to exist until the date the Stock Exchange allows listed securities of listed companies to resume trading on the Stock Exchange.:
   • Trading on mai: Net profit is not less than 10 million Baht, and there is net profit in the accumulated period prior to the submission of request.
   • Trading on SET: Net profit is not less than 30 million Baht, and there is net profit in the accumulated period prior to the submission of request.
3. Debt restructuring has been conducted for more than 75% of all the listed company’s debts. The listed company can repay the debts to the creditor within the time period prescribed. The debt restructuring plan shall take into account the rights and privileges of minority shareholders i.e. the equity of existing shareholders shall not be reduced to less than 10% of the paid-up capital after the undertakings.
4. Financial position and operating results are stable pursuant to the conditions of its business on a continuous basis, taking into account cash flow and accumulated loss of the business.
5. Possess all the qualifications pursuant to the criteria for maintaining listing status before submitting the request, and the distribution of minority shareholdings shall not be less than 15% and at least 150 minority shareholders.
6. The listed company undertaking the habilitation pursuant to the law on bankruptcy shall no longer be under the rehabilitation as approved by the court. The company must meet the specified criteria continuously.

The SET may also prescribe conditions for the listed company to take additional actions as follows:

• That the listed company signs the new listing agreement; or
• That the listed company takes any action or discloses additional information in order to eliminate conflict of interest between the listed company and its majority shareholder or management.

The listed company’s strategic shareholders are prohibited to sell their shares amounting to 55% of the paid-up capital:

• General request to eliminate the delisting ground: One-year silent period from the date of the commencement of trading.
• In case the listed company has its financial position and operating results improved with the involvement of a new partner or supports in terms of new business, regarded as the Backdoor Listing:
  • One-year silent period if the new joint venture partner possesses all the qualifications pursuant to the SET’s or mai’s listed regulations, on the date of the submission of request to eliminate the delisting ground.
  • Two-year silent period if the request to eliminate the delisting ground is submitted within one year, from the date of the joint venture or the acquisition of new business or assets. The SET shall consider the listed company’s qualifications pursuant to the general criteria for trading resumption.

Every six months after the date of trading commencement, the shareholders under the silent period can sell 25% of all the securities prohibited from being traded.

1. Submit an application to the Stock Exchange no less than 7 business days before the due date of the processing period in Phase 2.
2. Have a financial advisor co-create the request. The Stock Exchange may send the request along with various information. to the Office of the Securities and Exchange Commission (SEC) for consideration as well. The listed company must submit information for consideration as additionally requested by the Stock Exchange and/or the SEC Office.

The SET shall disseminate information about the resumption of trading 7 business days in advance before the listed company’s securities commence trading. In this regard, listed companies must organize meetings to present and explain information about the business and operating results of the listed company to shareholders, investors, and related persons. According to the guidelines set by the Stock Exchange, at least 1 time within 1 year from the date of the announcement that common shares of listed companies will resume trading on the Stock Exchange.

If the company is unable to resolve all the grounds for delisting or does not have the qualifications to return to trading within the specified time. SET will consider delisting which will be open for trading 7 business days before the delisting and still post the NC sign and trading with a Cash Balance account.