The Stock Exchange of Thailand (SET) has introduced a new set of listing and disclosure rules aimed at strengthening corporate governance, improving market transparency and aligning the country's capital market with international standards.
Under the new regulations, listed companies and investment trusts are now required to disclose events that could affect their financial position or operating performance, such as asset impairment, expected credit losses, unrecoverable deposits and other significant financial risks.
Companies must disclose such information when submitting their financial statements and continue providing quarterly progress updates until the issues have been fully resolved.
The new regulations took effect on Wednesday, following a public consultation process and approval by the Securities and Exchange Commission.
According to the SET, the revised framework applies not only to listed companies, but also real estate investment trusts, property and infrastructure funds.
The measures are designed to ensure investors receive timely, complete and transparent information, enabling better-informed investment decisions while enhancing confidence in Thailand's capital market, the bourse said in a statement.
The regulatory overhaul comes as exchanges worldwide continue to tighten disclosure standards and governance requirements in response to increasingly complex business structures, evolving financial risks and growing investor demand for greater transparency.
The SET also strengthened disclosure requirements related to corporate governance. Listed companies are now required to immediately inform investors whenever their board of directors or audit committee identify incidents that could materially affect internal control systems. Quarterly updates must also be provided until corrective actions are completed.
Another amendment increases transparency regarding major shareholders. Companies are now required to disclose significant changes in shareholdings on a monthly basis, including ownership changes of at least 5% reported under Thailand's securities acquisition and disposal regulations, as well as the results of completed tender offers.
"The requirement is intended to provide investors with clearer visibility into ownership changes that could influence corporate control or strategic direction," noted the bourse.
Backdoor listing rules were also updated, shifting the focus from the legal structure of transactions to their economic substance. Under the new framework, transactions may be classified as backdoor listings if they effectively result in a new business entering the market through the acquisition of a listed company, particularly when the acquired assets exceed the size of the existing listed business, control changes hands, more than half of directors or executives are replaced, or existing shareholders are diluted to below 50% of paid-up capital.
In addition, the SET tightened the criteria governing cash companies -- listed firms whose assets consist primarily of cash or cash equivalents without a clearly identifiable operating business. Rather than focusing solely on whether companies sold major assets, regulators will assess their overall financial condition to determine whether they continue to satisfy listing qualifications. The revised assessment applies to financial statements for accounting periods ending after July 1.
Investor protection measures were strengthened through revisions to the rules governing the C (Caution) designation. Under the new approach, the compliance period for warning signs related to non-compliance or insufficient free float begins from the date companies are legally required to disclose material information, instead of the date they make the disclosure.
The change is intended to prevent companies from benefiting by delaying announcements and receiving additional time to rectify problems, noted the bourse.
The SET also revised free float requirements for newly listed companies. Large companies with paid-up capital exceeding 10 billion baht no longer receive temporary exemptions from minimum public shareholding requirements. If a company's public shareholding falls below the required threshold immediately after trading begins, it is deemed to have failed the exchange's listing qualifications.
"The reforms represent another step towards building a more transparent, accountable and internationally competitive capital market," said the bourse.
By strengthening corporate disclosure, governance standards and investor protection, the exchange aims to reinforce market integrity, improve regulatory consistency and enhance long-term confidence among investors.
