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Information disclosure under material events is the disclosure when there is an event essential to making investment decisions. This is to keep the securities trading in order, liquid, fair, and all investors are equally informed. Therefore, the SET requires the listed companies to disclose significant information essential to making investment decisions for all investors. The key requirements are as follows:
Type of information and Timing of disclosure
Information disclosure of material events is categorized into three types depending on the urgency of information which may affect the securities price:
| Type of information | Timing of disclosure |
| 1. Information about corporate actions or information which could potentially affect the securities prices, or investment decision, or shareholders’ benefits | Immediately |
| 2. Information which does not directly affect trading or investment decision, but should be disclosed to investors | Within 3 working days |
| 3. Information which SET has to collect for future reference | Within 14 days / 7 working days |
Feature of disclosed information
 | Complete, accurate, clear, and sufficient for investment decisions Avoid:
|
| Not releasing news which could lead to manipulation |
Method of disclosure
| Disclosing information via SETLink in both Thai and English |
| Material information which needs to be immediately disclosed, the company shall immediately disclose on the day of occurrence of the event or prior to the first trading hours of the next business day at the latest. |
| In case the documents must be submit for reference, the company needs to submit via SETLink system. |
SET Actions when listed company cannot meet disclosure deadline
The SET may consider posting H or SP sign to suspend trading of that securities, so as to prevent damages from investment decisions carried out by insufficient information. Alternatively, an NP sign may be posted to warn investors that there is information not yet disclosed to the SET.
Information that needs immediate disclosure
Example:
- Setting the date of shareholders’ meeting
- Shareholders’ record date / Book closing date (14 days prior to the record date / book closing date)
- Acquisition/disposal of assets, connected transactions
- Acquisition or disposition of an investment in another company which results in that other company becoming or ceasing to be a subsidiary company
- Increase/decrease of capital, new securities issuance
- Repurchase/resale of shares
- Payment/ non-payment of dividend
- Significant commercial contract gain or loss
- Financial assistance provided to other persons or juristic persons
- Default on debt repayment to financial institutions, or default on debt repayment, or failure in adhering to legal obligations pertaining the issuance of debt securities
- Resignation of managing director / whole board members or audit committee
- Changing the Chief Executive Officer or equivalent position in other names, or changing of directors more than half of the total number of Board of Directors
- Under receivership by the court’s order or under any similar matters
- Applied for rehabilitation with the bankruptcy court or there is any action or progress to the application for rehabilitation
Information to be disclosed within
3 working days
Example:
- Head office relocation
- Change of director/auditor
- The person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant)
Information to be submitted within 7 working days for reference
Example:
- The directors or authorized persons' biography information
- Curriculum vitae of audit committee (F24-2)
Information to be submitted within 7 working days for reference
Example:
- The directors or authorized persons' biography information
- Curriculum vitae of audit committee (F24-2)
Information to be submitted within 14 days for reference
Example:
- Report of shareholders’ meeting
Time interval for information disclosure via SETLink system
Related Regulations
The company must keep the information confidential, and disclose to the SET once it is finalized or becomes certain.
Disclosure is required when the loan size is significant to the listed company’s financial position and performance, or when it is significantly large compared to the previous transactions e.g. 5% of total assets.
The company is obliged to disclose information relating to the new products or investment which has substantial impact on the company’s financial status and performance. The disclosure of such information is to be made after the board of directors having reached a resolution and the work procedure having been concluded such as the case of development completion or the launch of products. In this instance, the disclosure must include information explaining how revenue has been derived, time involved, and the proportion of realized income. (Details of the required information to be disclosed are as per Disclosure Checklists under the subject : New products launch or major development.)
In the event the issue has not reached a concrete conclusion, the company must keep the matter confidential. However, if there is rumor or news leak, the company is required to make an immediate disclosure through the SET’s disclosure system stating such information as date of the board’s resolution, type of investment, value of investment, size of transaction, progress made, current status in the work procedure, and the date of commencement of commercial operations, etc.
In case the company has entered an MOU for the purpose of business collaboration or feasibility study of new business and the company wishes to make a disclosure such information, significant information should be disclosed, namely the contracting party, type of collaboration, procedure and timeframe of conclusion, etc. The company needs to update such disclosure with information of progress made or conclusion on the due date specified.
In the event the issue has not reached a concrete conclusion, the company must keep the matter confidential. However, if there is rumor or news leak, the company is required to make an immediate disclosure through the SET’s disclosure system stating such information as date of the board’s resolution, type of investment, value of investment, size of transaction, progress made, current status in the work procedure, and the date of commencement of commercial operations, etc.
In case the company has entered an MOU for the purpose of business collaboration or feasibility study of new business and the company wishes to make a disclosure such information, significant information should be disclosed, namely the contracting party, type of collaboration, procedure and timeframe of conclusion, etc. The company needs to update such disclosure with information of progress made or conclusion on the due date specified.
| Type of information | Download | Timing of disclosure* |
| 1. A Major Change in Shareholding Structure |  | Immediately |
| 2. Making/ Filing Tender offer | | Immediately |
| 3. Merger | | Immediately |
| 4. Litigation or major dispute | | Immediately |
| 5. Providing financial assistance to other persons | | Immediately |
| 6. Debt payment default | | Immediately |
| 7. Borrowing or issuance of bonds | | Immediately |
| 8. New product launch or major development | | Immediately |
| 9. Significant commercial contract gain or loss | | Immediately |
| 10. Change in accounting policies-accounting period | | Immediately |
| 11. Head office relocation | | 3 working days |
* Immediately: information to be disclosed by 9 a.m. on the next working day or on the event date (The date of the board of directors or shareholders meeting's have resolution)
3 working days: Information to be disclosed within 3 working days after the event date
