SET seeks feedback on enhanced listed company rules to boost transparency, align with international standards and streamline regulatory overlap with SEC

• Introducing disclosure requirements for updated shareholders' lists upon significant changes, including changes in shareholding stated in Report on the Acquisition or Disposition of Securities (Form 246) and completion of tender offers documented in the Report on the Result of the Tender Offer (Form 256). Monthly updates are required following such report submissions.
• Introducing disclosure of transactions posing risk to financial position and operating results including
  • Upon recording of asset impairment, expected credit losses, or failure to recover deposits by the due date that exceed 50 percent of revenue or transaction value. Such information must be disclosed concurrently with financial statement submissions.
  • Upon detection by the listed company or its audit committee of material events that could adversely affect important internal control systems, immediate disclosure is required.
• Revising backdoor listing rules to be based on outcomes and substance of the transactions rather than the transaction structures, aligning with international stock exchange practices. This includes asset acquisitions from original owners, whether listed or non-listed companies, resulting in significant changes in business nature or controlling power. The revision also ensures consistency with the SEC's Material Transaction (MT) criteria to ease operational burden, such as transaction size calculation and backdoor listing procedures.
• Revising Cash Company criteria to be based on the overall asset structure. If a company's assets primarily consist of cash or short-term securities, it will immediately be classified as a Cash Company, regardless of whether this resulted from disposal of business operating assets. The revision also clarifies listing requirements for new assets.
• Reviewing C (Caution) sign requirements by adjusting the timeframe calculation for CC (Non-Compliance) and CF (Free Float) signs from "the date of disclosure" to "the date on which listed companies are obliged to disclose such information" to prevent companies from exploiting delayed disclosure.
• Reviewing disclosure requirements and related matters to reduce redundancy and align with the current context including eliminating requirements that overlap with SEC regulations to prevent confusion in compliance, such as Material Transaction (MT) and Related Party Transaction (RPT) regulations. The revision also eliminates disclosure requirements for new product launches considered as the company's normal course of business, while adding disclosure requirement for bankruptcy filings against listed companies.
• Revising disclosure requirements for Trusts, Property Funds, and Infrastructure Funds to ensure consistency with listed companies' disclosure requirements and appropriateness for these product characteristics. This includes introducing disclosure requirements for asset impairments, eliminating new product launch disclosure requirements, and implementing disclosure requirements for property funds and infrastructure funds regarding rehabilitation petition filings or bankruptcy proceedings.

The market consultation aims to gather valuable stakeholder input for refining these regulatory improvements. The consultation document and details are available on SET's website https://www.set.or.th/en/rules-regulations/market-consultation under "Revision of Rules for Listed Companies and Disclosure Requirements for Trusts, Property Funds, and Infrastructure Funds." Comments and suggestions are welcomed at https://forms.gle/Kiun5QRsvrNojRdMA until November 14, 2025.

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