REGULATIONS OF THE STOCK EXCHANGE OF THAILAND
Re:Rules, Conditions and Procedures Governing Preparation and Filing of Financial Statements and Reports Concerning Financial Status and
Results of Business Operations of Listed Companies ________________
By virtue of Section 56 of the Securities and Exchange Act B.E. 2535, which shall apply mutatis mutandis in accordance with Section 199 of the same Act, the Board of Governors of the Stock Exchange of Thailand hereby issues the following Regulations:
Clause 1. In these Regulations:
"Exchange" means the Stock Exchange of Thailand.
"listed company" means a listed company under the Regulations of the Stock Exchange of Thailand Re: Rules, Conditions and Procedures Governing Listing and Delisting of Securities.
"parent company" means a company that directly or indirectly holds shares in a listed company in an amount exceeding 50 percent of the paid-up capital of the listed company.
"subsidiary" means a company the shares of which are directly or indirectly held by a listed company in an amount exceeding 50 percent of its paid-up capital.
"affiliated company" means a parent company, subsidiary and, mutatis mutandis, an affiliated company of a subsidiary.
"associated company" means a company the shares of which are directly or indirectly held by a listed company in an amount exceeding 20 percent but not exceeding 50 percent of its paid-up capital.
"management" means directors, executive directors, managers, employees at the level of department manager or above, or persons who hold equivalent positions but with other titles, who have the power to manage a listed company, including persons with whom the listed company has entered into a contract conferring, in whole or in part, the power to manage the listed company.
"related persons" means persons or partnerships under Section 258(1) through (7) of the Securities and Exchange Act B.E. 2535.
"major shareholders" means shareholders who directly or indirectly hold shares in an amount exceeding 10 percent of the paid-up capital of a listed company. Such shareholdings shall also include shareholdings by related persons.
"auditor" means an auditor approved by the Exchange and the Office of the Securities and Exchange Commission.
Clause 2. A listed company shall prepare and file with the Exchange within 45 days from the end of each quarter 45 copies of a quarterly financial statement reviewed according to auditing standards prescribed by the Institute of Certified Accountants and Auditors of Thailand.
In filing the financial statement under the first paragraph the listed company shall provide a summary in the form attached hereto. A quarterly financial statement shall contain a financial statement for each quarter and a comparative statement as follows:
(1) Profit and loss account showing results of business operations of current quarter compared to corresponding quarter of the preceding year and retained earning or accumulated loss for current quarter compared to that of the corresponding quarter of the preceding year. Where there are extraordinary items, change in account income and expense variable according to season or any other items causing the listed company's status or income and expense to change in unusual manner, the listed company shall show such items with explanation notes therefor;
(2)Balance sheet showing financial status as of the end of the current quarter compared to that of the corresponding quarter of the preceding year.
A listed company may elect to file with the Exchange a financial statement for every accounting period of 6 months or 1 year, which an auditor has examined and given opinion on, instead of filing the 2nd or 4th quarterly financial statement of such accounting period, if the listed company can file the said financial statement within 60 days from the end of such accounting period and give prior notice to the Exchange before such filing but within 30 days from the end of such accounting period. If the listed company has so elected to proceed, it shall consistently follow the same practice unless the Exchange's approval has been obtained.
Clause 3. A listed company shall prepare and file 45 copies of a financial statement for every accounting period of 6 months or 1 year, which an auditor has examined and given opinion on, with the Exchange within 3 months from the end of the accounting period of 6 months or 1 year. These financial statements shall at least disclose the following information:
(1)Information disclosed in the financial statement in accordance with Ministerial Regulation No. 2 (B.E. 2519) issued by virtue of the Announcement of National Executive Council No. 285 dated 24 November B.E. 2515 (A.D. 1972) and in accordance with accounting standards as specified by the Institute of Certified Accountants and Auditors of Thailand. Where particulars and meaning of particulars in the balance sheet and the profit and loss account are specified in the Ministerial Regulations issued by virtue of the Public Limited Companies Act, a listed public limited company shall disclose information in accordance with the said Ministerial Regulations;
(2)To comply with (1) a listed company shall at least disclose the following particulars in the notes to the financial statement:
(a)accounting transactions with its affiliated company, associated company, management, major shareholders or related persons of the said persons;
(b)placement of assets as collateral against indebtedness, any other restriction to ownership or right to use the listed company's assets, guarantee of the listed company's indebtedness by persons or third persons' assets;
(c)commitment to maintain the level of working capital or shareholders' equity;
(d)restriction in payment of dividends;
(e)commitment to decrease long-term liabilities;
(f)other terms and conditions in the long-term loan contracts;
(g)commitment to purchase factory or machinery which involves a substantial amount of money;
(h)entering into long-term lease agreements;
(i)loans granted to management of the listed company and changes during the year excluding loans made in the ordinary practice for employees' welfare by the listed company;
(j)commitment under pension program and other commitments which affect shareholders' interest; and
(k)any particulars as specified by the Exchange.
(3)A listed company shall prepare a statement of financial status change or a statement of sources and utilization of capital or a statement of cash flow as part of the financial statement;
(4)In the case of an accounting issue which is beyond Thai accounting standards, the following shall be carried out in descending order:
(a)applying international accounting standards of the International Accounting Standards Committee;
(b)applying accounting standards of the American Institution of Certified Public Accountants or Financial Accounting Standards Board.
Where the standards of (a) or (b) are applied, the source of accounting standards shall be specified.
Clause 4. A listed company shall prepare a consolidated quarterly financial statements under Clause 2 and for the accounting period under Clause 3 where the listed company has subsidiary, in addition to, and file with the Exchange together with, the financial statements under Clause 2 and Clause 3, as the case may be.
Where a listed company does not include such subsidiary in the consolidated financial statement, it shall give the reason for the exclusion and shall disclose such subsidiary's financial statement as part of the consolidated financial statement.
Clause 5. Where the results of business operations in accordance with the profit and loss account filed with the Exchange for the current year varies more than 20 percent from that of the same period of the preceding year, the listed company shall give reasons for the variation to the Exchange at the time of the filing of the financial statements under these Regulations.
Clause 6. A listed company shall prepare a summary of financial status and business operations in accordance with the type of business of the listed company and under the forms attached hereto and file 1 copy thereof with the Exchange together with the financial statement which the listed company must file under these Regulations.
Clause 7. In filing the financial statement under these Regulations, the directors, who are authorized to sign on behalf of a listed company under the Affidavit issued by the Department of Commercial Registration, Ministry of Commerce, shall affix their signatures on the copy of the financial statement to be filed with the Exchange. Only the financial statement for an accounting period or consolidated financial statement for an accounting period to be filed with the Exchange shall be approved by the board of directors of the listed company.
Clause 8. A listed company shall prepare an annual report and a notice of an annual general meeting of shareholders and file 45 copies thereof with the Exchange within 4 months from the end of the accounting period. The annual report shall contain at least the following information:
(1)name, address of the principal office and type of business;
(2)amount, par value and paid-up registered capital;
(3)statement of the chairman of the board or board of directors on the results of business operations;
(4)summary of material information of business;
(5)summary of analytical report of the results of business operations and changes in the results of business operations; (6)names and positions of directors and executive directors;
(7)material information of parent company; subsidiary and associated company including shareholding of the company in subsidiary and associated company;
(8)a financial statement which has been examined and given opinion on by a certified accountant unabridged;
(9)comparative statistical figures of the results of business operations and financial status for at least 3 years, such as the figure of total assets, issued and paid-up capital, shareholders' equity, income from sale, net profit, profit per share, book value of shares, dividend per share and ratio of dividend per net profit;
(10)any particulars as specified by the Public Limited Companies Act B.E.2535.
Clause 9. A listed company shall prepare a disclosure report of additional information, details of which shall be in accordance with the form of disclosure report of additional information of the issuance company (Form 56-1) of the Office of the Securities and Exchange Commission and file 45 copies thereof with the Exchange within 3 months from the end of the accounting period.
Where a listed company has prepared and filed a disclosure report of additional information with the Office of the Securities and Exchange Commission, it may file a copy thereof to the Exchange.
Clause 10. Where, due to unavoidable causes, a listed company is unable to file financial statements or reports with the Exchange within the specified period, the Exchange may extend the period of time for filing the financial statements or reports on case by case basis. For such purpose, the listed company shall request in writing for the extension in advance not less than 7 days prior to the end of such period.
Where the unavoidable causes under the first paragraph continues and results in the listed company being unable to file the financial statements under Clause 2, Clause 3 or Clause 4 with the Exchange within the specified period, the Exchange may extend the period for filing said financial statements as it may deem appropriate. For such purpose, the company shall make a written request for the extension to the Exchange in advance of not less than 30 days prior to the end of the said period.
The listed company shall give its explanation and specify the proposed filing date to the Exchange in its written request for the extension.
In extending the period of time under the first paragraph and second paragraph, the Exchange may stipulate conditions thereto.
(The previous provision of Clause 10 has been repealed and replaced by the Regulations of the Stock Exchange of Thailand Re : Rules, Conditions and Procedures Governing Preparation and Filing of Financial Statements and Reports Concerning Financial Status and Results of Business Operations of Listed Company (No.2) dated October 28, 1993.)
Where the listed company has requested to extend for filing the financial statements or reports with the Exchange, but without filing those within the specified period under the first paragraph or the second paragraph above. The Exchange may extend the period for filing the said finanial statements or reports as it may deem appropriate.
(The previous paragraph has been added by the Regulations of the Stock Exchange of Thailand Re : Rules, Conditions and Procedures Governing Preparation and Filing of Financial Statements and Reports Concerning Financial Status and Results of Business Operation of Listed Compnay (No. 3) dated February 9, 1995)
These Regulations shall come into force on the 31st day of May 1993.
Notified on this 19th day of May 1993.
(Signed) Sangvian Indaravijaya
(Sangvian Indaravijaya) Chairman of the Board The Stock Exchange of Thailand
Forms Illustrating Summary of A Quarterly Financial Statement
1. A Company Engaging in General Business
Profit and loss account Balance sheet IncomeAssets
Income from sales Current assets Other incomeaccounts receivable and net notes receivable Inventory Other current assets ExpensesLand, buildings and equipment net Cost of goods soldOther assets Other expensesTotal Income tax Extraordinary items Liabilities and shareholders' equity Net profitCurrent liabilities Profit per shareBank overdrafts and loans accounts payable and notes payable Other current liabilities Long-term loans Other current liabilities Shareholders' equity Total
2. A Company Engaging in Commercial Banking Business
Profit and loss account Balance sheet IncomeAssets
Interest and discountsInvestment in securities Other incomeNet loan receivable Other assets ExpensesTotal Salaries and wages Interest and discount payablesLiabilities and shareholders' equity Other expensesDeposits Income taxOther liabilities Extraordinary itemsShareholders' equity Total Net profit
Profit per share
3. A Company Engaging in Finance and Securities Business
Profit and loss accountBalance sheet IncomeAssets Interests and discountsInvestment in securities Commission and profitNet loan receivable and receivables
from securities tradingOther assets Other incomeTotal
ExpensesLiabilities and shareholders' equity Interest and discounts payableNotes payable Other expensesOther liabilities Income taxShareholders' equity Extraordinary itemsTotal
Net profit
Profit per share
4. A Company Engaging in Life and General Insurance Business
Profit and loss accountBalance sheet IncomeAssets Net insurance premiumsCurrent assets
received Investment and loans receivable Profit from investmentOther assets Total
ExpensesLiabilities and shareholders' equity Underwriting ExpensesCurrent liabilities Other expensesRisk reserve Income taxOther current liabilities Extraordinary itemsLife insurance reserve Other liabilities Net profitShareholders' equity
Profit per shareTotal
Explanation to the summary of a quarterly financial statement
The summary of a quarterly financial statement shall have the same meaning as those in the appendix to the Department of Commercial Registration's instructions Re: Preparation of Balance Sheet and Profit and Loss Account and Auditing Certification dated January 1, B.E. 2520 in accordance with the types of business, except for the following items (numberings in brackets next to the summary of financial statement explanations are numberings accompanying the summary in the appendix to the Department of Commercial Registration's instructions referred to above):
1. A Company Engaging in General Business
Profit and loss account
Other expenses means expenses in sales and administration (2.2) and interest payable (2.3).
Balance sheet
Other current assets means cash and bank deposits (1.1), short-term investment (1.2), loans to affiliated and associated companies (1.4) and other current assets (1.6).
Other assets means receivables and loans receivable to directors and employees (2), investment and loans receivable to affiliated, associated and other companies (3) and other assets (5).
Other current liabilities means accrued dividends (1.3), part of long-term liabilities payable within one year (1.4), loans payable from affiliated or associated companies (1.5), and other current liabilities (1.6).
Other liabilities means accounts payable and loans payable from directors and employees (2), loans payable from affiliated and associated companies (3), provident and pension funds (4) and other liabilities (6).
2. A Company Engaging in Commercial Banking Business
Profit and loss account
Other income means interest and dividends from investment (1.2), fees and service charges (1.3), profit from currency exchange (1.4), and other income (1.5).
Interest and discounts payable means interests on deposits (2.2) and interests and discounts payable (2.3).
Other expenses means fees and service charges (2.4), taxes and duties (2.5), expenses in connection with buildings and premises (2.6), expenses in connection with equipment (2.7), allowance for bad debts (2.8) and other expenses (2.9).
Balance sheet
Other assets means cash and bank deposits (1), inter-bank accounts yielding interest (2), accrued interest receivable (5), assets to be sold (6), clients' obligations under guarantees (7), land, buildings and equipment (8), and other assets (9).
Other liabilities means inter-bank accounts yielding interest (2), liabilities payable on demand (3), loans payable (4), provident funds and retirement gratuities (5), bank obligations under guarantees (6) and other liabilities (7).
3. A Company Engaging in Finance and Securities Business
Profit and loss account
Commission and profit from securities trading means commission (1.4) and profit from securities trading (1.6).
Other income means income from debtors under instalment contracts (1.2), interest and dividend from investment (1.3), fees and service charges (1.5) and other income (1.7).
Other expenses means salaries, wages and other money paid to employees (2.1), commissions (2.3), fees and service charges (2.4), cost of advertisement and sale promotion (2.5), taxes and duties (2.6), expenses in connection with buildings, premises and equipment (2.7), allowance for bad debts (2.8) and other expenses (2.9).
Balance sheet
Other assets means cash and bank deposits (1), call loans receivable (2), receivables and loans granted to directors and employees (5), accrued interest and dividend receivable (6), assets to be sold (7), land, buildings and equipment (8) and other assets (9).
Other liabilities means call loans payable (1), bank over drafts and loans (2), clients' accounts (3), other loans (5), accounts payable and loans from directors and employees (6), provident funds and retirement gratuities (7), and other liabilities (8).
4. A Company Engaging in Life Insurance and General Insurance Business
Profit and loss account
Profit from investment means the balance between the income on investment (3) and the expenses on investment (4).
Balance sheet
Other assets means land, buildings and equipment (3), and other assets (4).
Other current liabilities means bank overdrafts and loans from banks (1.1), accrued compensation (1.2), accrued money payable under insurance policies (1.3), accrued expenses in connection to re-insurance (1.4), deposits held under reinsurance contracts (1.6), and other current liabilities (1.7).
Other liabilities means provident and pension funds (2) and other long-term liabilities (4).
Summary of Financial Status and Business Operations of Listed Companies
Bank Group
.................. Bank Limited
(examined and reviewed) Balance sheet as of ........................(unit: Thousand Baht)
25....25....
Net loans receivable and accrued interest............ Total assets............ Deposits............ Total liabilities............ Shareholders' equity............
Accumulating to this quarter
Profit and loss account.......QuarterPeriod...months
25....25....25....25....
Income from interest and dividends.......................... Non-interest income.......................... Total income.......................... Expenses in connection with interest.......................... Operating expenses*.......................... Net profit.......................... Net profit per share (Baht)..........................
*This means all operating expenses including allowance for possible bad debts, but excluding expenses in connection with interest and income tax.
Summary of Financial Status and Business Operations of Listed Companies
Finance Group
.................. Finance Company Limited
(examined and reviewed) Balance sheet as of ........................(unit: Thousand Baht)
25....25....
Net loans receivable and accrued interest*............ Total assets............ Deposits............ Total liabilities............ Shareholders' equity............
Accumulating to this quarter
Profit and loss account.......QuarterPeriod...months
25....25....25....25....
Income from interest and dividends.......................... Non-interest income.......................... Total income.......................... Expenses in connection with interest.......................... Operating expenses**.......................... Net profit.......................... Net profit per share (Baht)..........................
*This includes loans granted to financial institutions. **This means all operating expenses including allowance for possible bad debts, but excluding expenses in connection with taking loans and income tax.
Summary of Financial Status and Business Operations of Listed Companies
Securities Group
.................. Securities Company Limited
(examined and reviewed) Balance sheet as of ........................(unit: Thousand Baht)
25....25....
Investment in securities............ Accounts receivable in securities business............ Total assets............ Loans payable ............ Total liabilities............ Shareholders' equity............
Accumulating to this quarter
Profit and loss account.......QuarterPeriod...months
25....25....25....25....
Income from interest and dividends*.......................... Commission and profits from securities trading.......................... Total incomes.......................... Securities business expenses .......................... Operating expenses**.......................... Net profit.......................... Net profit per share (Baht)..........................
*This means income from interest and dividends on securities and income from interest on loans receivable. **This means all operating expenses including allowance for possible bad debts, but excluding expenses in connection with taking loans and income tax.
Summary of Financial Status and Business Operations of Listed Companies
Finance and Securities Company Group
.................. Finance and Securities Company Limited
(examined and reviewed) Balance sheet as of ........................(unit: Thousand Baht)
25....25....
Investment in securities ............ Net loans receivable, accounts receivable and accrued interest*............ Total assets............ Loans payable............ Total liabilities............ Shareholders' equity............
Accumulating to this quarter
Profit and loss account.......QuarterPeriod...months
25....25....25....25....
Income from interest and dividends.......................... Non-interest income.......................... Total income.......................... Expenses in connection with taking loans.......................... Operating expenses**.......................... Net profit.......................... Net profit per share (Baht)..........................
*This includes loans to financial institutions. *This means all operating expenses including allowance for possible bad debts, but excluding expenses in connection with taking loans and income tax.
Summary of Financial Status and Business Operations of Listed Companies
Commercial, Service and Industrial Group
.................. Company Limited
(examined and reviewed) Balance sheet as of ........................(unit: Thousand Baht)
25....25....
Current assets ............ Total Assets............ Current liabilities............ Shareholders' equity............
Accumulating to this quarter
Profit and loss account.......QuarterPeriod...months
25....25....25....25....
Income from sales .......................... Total income.......................... Cost of sales .......................... Operating expenses*.......................... Net profit.......................... Net profit per share (Baht)..........................
*This means all operating expenses including expenses in connection with interest, but excluding income tax.
Summary of Financial Status and Business Operations of Listed Companies
General and Life insurance Group
.................. Company Limited
(examined and reviewed) Balance sheet as of ........................(unit: Thousand Baht)
25....25....
Current assets ............ Investment and loans receivable............ Total Assets............ Risk reserves (life insurance reserves)............ Current liabilities............ Shareholders' equity............
Accumulating to this quarter
Profit and loss account.......QuarterPeriod...months
25....25....25....25....
Net insurance premiums received .......................... Profit (loss) from investment.......................... Underwriting expenses .......................... Operating expenses.......................... Operating expenses*.......................... Net profit.......................... Net profit per share (Baht)..........................
*This means all operating expenses excluding underwriting expenses and income tax.
Summary of Financial Status and Business Operations of Listed Companies
Warehouse and Silo Group
.................. Company Limited
(examined and reviewed) Balance sheet as of ........................(unit: Thousand Baht)
25....25....
Loans and accounts receivable............ Total Assets............ Total liabilities............ Shareholders' equity............
Accumulating to this quarter
Profit and loss account.......QuarterPeriod...months
25....25....25....25....
Income from warehouse business*.......................... Total income.......................... Expenses in connection with buildings
and premises.......................... Operating expenses**.......................... Net profit.......................... Net profit per share (Baht)..........................
*This means income from storage, warehouse leasing, fees and service charges. **This means all operating expenses including expenses in connection with interest excluding income tax.
Summary of Financial Status and Business Operations of Listed Companies
Investment Unit Group
.................. Fund
(examined and reviewed) Balance sheet as of ........................(unit: Thousand Baht)
25....25....
Investment............ Total assets............ Total liabilities............ Unitholders' equity ............
Accumulating to this quarter
Profit and loss account.......QuarterPeriod...months
25....25....25....25....
Income from dividends and interest received.......................... Profit from securities trading.......................... Total income.......................... Management fees and custodian fees......................... Operating expenses.......................... Net profit.......................... Net profit per investment unit (Baht)..........................