TRANSLATED VERSION
As of March 23, 2015
Readers should be aware that only the original Thai text has legal force and that this English
translation is strictly for reference
Notification of the Office of the Securities and Exchange Commission
No. SorJor. 8/2558
Re: Application Form for Offer for Sale of Newly Issued Shares
of Foreign Company of which Shares are not
Traded in Foreign Exchange and Procedure
for Submitting an Application
____________________
By virtue of Clause 12 of the Notification of the Capital Market Supervisory
Board No. TorJor 3/2558 Re: Provisions relating to Offer for Sale of Shares Issued by
Foreign Company of which Shares are not Traded in Foreign Exchange dated 23 March
2015, the SEC Office hereby issues the following regulations:
Clause 1 A foreign company wishing to offer for sale of newly issued shares
shall submit form 35-1-F provided on the electronic system of the SEC Office together with
the relevant evidentiary documentation as prescribed in Clause 2 for 5 sets and pay
application fee on the date of submitting the application.
Clause 2 The relevant evidentiary documentation shall be:
(1) the documentation [i] containing the details of information relating to
the foreign company and [ii] having similar form and particulars as specified in the registration
statement pursuant to the Notification of the Capital Market Supervisory Board concerning
Provisions relating to Offer for Sale of Shares Issued by of Foreign Company of which
Shares are not Traded in Foreign Exchange.
In case the foreign company submits the registration statement and the draft
prospectus together with the application, it shall be deemed that such registration statement
is the documentation under the first paragraph;
(2) the documentation containing the following details relating to directors,
executives and controlling persons:
(a) first name and last name (in case of changing first name or last name,
the previous first name or last name shall be specified);
(b) identification number or passport number;
(c) holding a position of director or executive in any other company.
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(3) the copy of the memorandum of association which is legally prepared
under the law of the country where the foreign company is established;
(4) the copy of a confirmation letter of establishment of the foreign company
from foreign regulator;
(5) the copy of an article of association of the foreign company and its
subsidiary companies which are certified by the foreign regulator;
(6) the copy of an approved resolution of the shareholders for the issuance
of the shares;
(7) the copy of an approved resolution of the board of directors for [proposing
the agenda of] the issuance of the shares [to the shareholders’ meeting];
(8) the copy of an agreement authorizing others to have an absolute power
of management (if any);
(9) the letter of certification, from the foreign company, relating to
acknowledgement of duties and responsibilities after offer for sale of shares [to the public];
(10) the letter of certification, from directors and executives, relating to
acknowledgement of duties and responsibilities of reporting on securities holding pursuant
to Section 59 [of the Securities and Exchange Act B.E. 2535 (1992)];
(11) certified letter for performance of duties by the financial advisor;
(12) the opinion letter relating to related-party transaction from the audit
committee;
(13) the letter of certification, from the audit committee, relating to
the understanding of the duties and responsibilities as an audit committee in the foreign company
and being able to provide an independent opinion;
(14) the copy of a resolution of the board of directors authorizing the director,
manager or any other person to act on behalf of them (if any);
(15) the opinion letter relating to appropriateness and sufficiency of
the internal control of the foreign company and its subsidiary companies from the audit
committee (if any);
(16) the copy of an updated comment, from the auditor, relating to sufficiency
of important part of internal accounting review;
(17) the copy of letter demonstrating that the application for offer for sale of
newly issued shares is in accordance with the law and regulations applicable to the foreign
company;
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(18) the evidence of appointing a representative in the Kingdom of Thailand;
(19) the evidence of appointing a responsible person for preparing and keeping
an evidentiary documentation of the foreign company;
(20) the checklist form, for preliminary review of the completeness of
evidentiary document, provided on the website of the SEC Office.
Other than the evidentiary documentation under the first paragraph, the foreign
company shall notify the auditor to prepare a working paper for an inspection by the SEC Office.
The evidentiary documentation under the first paragraph, when prepared in
other language other than Thai or English, shall be translated in accordance with the rules
as prescribed in clause 5(2) of the Notification of the Capital Market Supervisory Board
concerning Provisions relating to Offer for Sale of Shares Issued by Foreign Company of
which Shares are not Traded in Foreign Exchange.
The evidentiary documentation under sub clause (9), (10) and (13) of the first
paragraph shall be submitted only in case of the approval for an offer for sale of newly issued
shares for the initial public offering.
Clause 3 When a foreign company has submitted the application together with
the evidentiary documentation, and paid the application fee under Clause 1, the SEC Office
would proceed as follows:
(1) inspect and verify the completeness of the information and documentation
thoroughly. In case the submitted application is incompleteness, the foreign company shall
revise the information as notified by the SEC Office within the specified period otherwise it
shall be deemed that such foreign company is no longer wish to submit the application;
(2) in case the foreign company asks for a waiver for not submitting any
information or documentation, the SEC Office may render a waiver only if it is necessary and
appropriate or subject to restriction under other laws. In this regard, the SEC Office may take
into account the need for submission of the information or documentation, or other sufficient
measures in lieu of submitting the information or documentation to be waived;
(3) when the SEC Office has received correct, complete or amended
information and documentation, the SEC Office would notify the acceptance of the application
form. In case it is necessary and appropriate, the SEC Office may visit the place of business
of the foreign company and require such foreign company to submit summary of its additional
information after such visiting, but before the SEC Office has notified the acceptance of
the application;
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(4) notify the result of the deliberation of the application within 45 days
as from the date when the SEC Office has accepted such application.
Clause 4 This Notification shall come into force as from 1 May 2015.
Notified this 23rd day of March 2015.
- signature(Vorapol Socatiyanurak)
Secretary-General
Office of the Securities and Exchange Commission
Note: please note that the contents added in brackets [….] have only been provided in the English version
for clearer understanding.