Procedure for Actions against Listed Companies whose Performance or Financial Position fits the Criteria for Possible Delisting

Transcription

1 Procedure for Actions against Listed Companies whose Performance or Financial Position fits the Criteria for Possible Delisting In order to ensure that listed companies with securities traded in the Stock Exchange of Thailand ( SET ) possess all the qualifications prescribed, the SET shall delist the listed companies who lack such qualifications from the SET taking into consideration the qualifications as a result of compliance with the relevant law and regulations, financial position and operating results of the listed companies. As for the grounds for the delisting of securities of a listed company in case of performance or financial position, Clause 9 (6) of the Regulation of the Stock Exchange of Thailand Re: Delisting of Securities provides as follows: (a) The assets used in the operation of the listed company has significantly lessened or are going to significantly lessen as a result of the sale, disposition, letting, separation, operation suspension, abandonment, destruction, deterioration, seizure, expropriation or any other case resulting in the same effect; (b) The operation is halted entirely or almost entirely for any reason whatsoever regardless of whether such halting of operation is due to the act of the listed company or any other person; (c) The auditor issues a disclaimer or an adverse opinion on the financial statements of the listed company for 3 consecutive years; or (d) The financial condition disclosed in the latest audited financial statements or consolidated financial statements shows that the equity is negative (procedure for consideration pursuant to the attachment). Therefore, in order to provide listed companies with clear procedure for actions in case their performance and financial position fits the criteria for possible delisting and in order to safeguard the rights and privileges of minority shareholders and listed companies with poor financial position by separating them from those with strong financial position, as well as to encourage listed companies to undertake the rehabilitation while maintaining listing status and to inform shareholders and investors of the status of the listed companies from time to time, the SET hereby prescribes the following procedure for actions against listed companies whose financial position or performance fits the criteria for possible delisting as follows: 1. Posting NC (Non-Compliance) sign to inform investors that the securities may potentially be delisted and SP (Suspension) sign to prohibit the trading of securities and divide the period for rehabilitation into 2 parts as follows: (1) Period for the elimination of the grounds for delisting which shall last for 3 years (divided into 3 periods, each period lasting for 1 year, and the SET shall announce the name of the listed company in each period); and (2) Period for the securities to repossess the qualifications in order to resume trading (Resume Stage) which shall last for 2 years. In case the listed company has eliminated the grounds for delisting and has repossessed the qualifications in order to resume trading, the SET shall remove the NC and SP signs and allow the securities of the listed company to be traded as normal.

2 2. The listed company may request the SET to extend the period for the elimination of the grounds for delisting and/or the period for the securities to repossess the qualifications in order to resume trading (Resume Stage). On this basis, the SET may consider extending the period for not more than 1 year for each period. 3. If the listed company cannot eliminate the grounds for delisting or cannot repossess the qualifications in order to resume trading within the period prescribed, the SET shall propose to the Board of Governors of the Stock Exchange of Thailand to consider delisting the securities of the listed company. Procedure for Actions when the Listed Company may potentially be delisted 1 The SET posts the NC and SP signs for 30 days: The SET shall announce that the securities of the listed company may potentially be delisted (NC Stage 1) within 7 business days from the date there is a ground for potentially delisting securities of such listed company, send written notice to the listed company and post NC (Non-Compliance) and SP (Suspension) signs prohibiting the trading of securities of such listed company for 30 days from the date of the announcement that the securities of the listed company may potentially be delisted. This is so that the management of the listed company can have the time to carefully consider before making the decision on the most appropriate rehabilitation procedure in the best interest of the listed company and its shareholders. 2 The listed company disseminates its rehabilitation plan: the listed company informs the SET in order to disseminate to shareholders and investors: 2.1 The listed company s decision to adopt a rehabilitation plan to propose to the shareholders before implementation, to undertake voluntary delisting, to submit a petition to the court to propose a rehabilitation plan pursuant to the law on bankruptcy, or to engage in any other actions which are beneficial to the listed company, the details of which are as follows: (1) In case the listed company adopts a rehabilitation plan to propose to shareholders: - Appoint an independent financial adviser to help in the preparation of the rehabilitation plan of the listed company; and - Convene a meeting jointly with the independent financial adviser to clarify the action plan to shareholders for approval. On this basis, the rehabilitation plan must be based on reasonable premise, adopt a concrete and detailed procedure, and delineate methods for the assessment of actions taken at all steps of such procedure. Such plan should also show the financial estimate and information for each quarter including production, distribution, revenue, cost of production, sale and management expenses, financial expenses, net profit, and other appropriate and relevant information. The financial estimate shall also be audited by the auditor of the listed company. 2

3 (2) In case the listed company submits the petition to the court to propose a rehabilitation plan pursuant to the law on bankruptcy: the planner appointed by the court is allowed to prepare the rehabilitation plan in lieu of the listed company and the independent financial adviser. The rehabilitation plan approved by the court can also be used instead of the rehabilitation plan approved by the shareholders. 2.2 The period designated for each option in The SET allows trading for 30 days and posts SP sign accordingly: After the end of 30 days and the listed company has informed its decision fully and clearly, the SET shall allow the trading of the listed company s securities for 30 days while NC sign remains posted. After the end of such 30 days, the SET shall post SP sign until the listed company is able to rehabilitate its business by eliminating the grounds for delisting and repossess the qualifications in order to resume trading. On this basis, the SET may decide not to allow the trading of the listed company s securities if the listed company has not informed the SET of its decision within such 30 days. In this regard, The SET shall still post NC and SP signs on the listed company s securities until the SET and investors are informed of such decision. 4 The listed company disseminates and submits its rehabilitation plan to the SET: 4.1 In case the listed company prepares a rehabilitation plan to propose to shareholders so as to allow them to have full and clear information in support of their decision to consider and approve the rehabilitation plan and in the follow-up of the listed company s rehabilitation, the listed company shall disclose summary of material information regarding the rehabilitation plan, opinion of the independent financial adviser and the opinion of the independent directors concerning the rehabilitation plan, and submit the invitation to the shareholders meeting and the rehabilitation plan to the SET and all the shareholders prior to the shareholders meeting. In case the shareholders meeting passes a resolution amending the rehabilitation plan, the listed company shall disclose summary of material information concerning the rehabilitation plan which has been approved by the shareholders meeting of the listed company and submit such rehabilitation plan to the SET. 4.2 In case the listed company submits the petition to the court to propose the rehabilitation plan pursuant to the law on bankruptcy, the listed company shall disclose summary of material information concerning the rehabilitation plan which has been approved by the court to shareholders and investors and submit such rehabilitation plan to the SET. 5 The listed company reports on the progress of rehabilitation: The listed company, in conjunction with the independent financial adviser or the planner or the plan administrator appointed by the court, shall have the duty to disclose any action taken pursuant to the rehabilitation plan to the SET every quarter as well as submitting the financial statements. The listed company shall also promptly disclose any material progress of all undertakings conducted at any step to the SET. 3

4 In case the listed company s performance or financial position fits the criteria for possible delisting and SP sign is posted on its securities, but excluding circumstances where there is a possibility of delisting as a result of the auditor s disclaimer or an adverse opinion on the financial statements of the listed company for 3 consecutive years, the listed company is allowed to submit the unreviewed financial report for the first 6 months of the accounting year as well as the interim management discussion and analysis instead of the quarterly financial statements. However, the listed company remains under the duty to disclose the progress of rehabilitation to the SET every 3 months or on the date the quarterly financial statement is due for submission. 6 Rehabilitation Period The SET has divided the rehabilitation period into 2 parts as follows: 6.1 Period for the Elimination of the Grounds for Delisting (1) The SET shall give the listed company who may potentially be delisted time to eliminate the grounds for delisting within 3 years from the date of the announcement that its securities may potentially be delisted. The period of action shall be divided into 3 parts, each period lasting for 1 year i.e. NC stage 1, NC stage 2 and NC stage 3, and the SET shall announce the name of the listed company in each period; (2) If the listed company is able to eliminate the grounds for delisting such as where the listed company may potentially be delisted due to its equity being negative and the equity is subsequently raised to positive etc. within 3 years from the date of the announcement that its securities may be delisted, the listed company shall submit written notice to the SET to clarify and provide supporting reason or information which the listed company deemed helpful to indicate that it has eliminated the grounds for delisting. On this basis, the SET shall announce the names of securities of the listed company as having entered the period for the repossession of qualifications in order to resume trading (Resume Stage); and (3) If the listed company is unable to eliminate the grounds for delisting within 3 years from the date of the announcement by the SET that its securities may potentially be delisted, the SET shall propose to the Board of Governors of the Stock Exchange of Thailand to consider delisting the securities of the listed company accordingly. On this basis, the Board of Governors of the Stock Exchange of Thailand may consider allowing the securities of such listed company to be traded on the SET for another 30 days to give shareholders the opportunity to sell the securities before the SET orders such securities to be delisted. NC sign shall remain posted to inform investors that the securities of the listed company may potentially be delisted. 4

5 6.2 Period for the Repossession of Qualifications in order to resume Trading (Resume Stage) (1) The SET shall give the listed company that is able to eliminate the grounds for delisting time to take actions to repossess the qualifications in order to resume trading within 2 years from the date of the end of the period under 6.1 (1) or the date the SET has received correct and complete written notice from the listed company under 6.1 (2), whichever is the earlier; (2) If the listed company is able to repossess the qualifications in order to resume trading within 2 years from the date of the end of the period under 6.1 (1) or the date the SET has received correct and complete written notice from the listed company under 6.1 (2), whichever is the earlier, the listed company can submit request with the SET to have NC and SP signs removed and to allow its securities to be traded as normal pursuant to the guidelines and procedures for the repossession of qualifications in order to resume trading; and (3) If the listed company is unable to repossess the qualifications in order to resume trading within 2 years from the date of the end of the period under 6.1 (1) or the date the SET has received correct and complete written notice from the listed company under 6.1 (2), whichever is the earlier, the SET shall propose to the Board of Governors of the Stock Exchange of Thailand to consider delisting the securities of the listed company accordingly. On this basis, the Board of Governors of the Stock Exchange of Thailand may consider allowing the securities of such listed company to be traded on the SET for another 30 days to give shareholders the opportunity to sell the securities before the SET orders such securities to be delisted. NC sign shall remain posted to inform investors that the securities of the listed company may potentially be delisted. Example Chart of Procedure for Actions in case the Equity is Negative / Auditor issues a Disclaimer or an Adverse Opinion on the Financial Statements for 3 Consecutive Years Due date for submission of 2017 financial statement 28 Feb Mar business days 1 year Posting NC and SP signs Period for the Elimination of the Ground for Delisting Mar 2019 Mar year 1 year Mar 2021 Resume Stage 2 years Mar 2023 Submission of 2017 financial statement Equity < 0 / Auditor issues a disclaimer for 3 consecutive years post SP sign Announcement of NC Stage 1 Announcement of NC Stage 2 Announcement of NC Stage 3 If the grounds for delisting cannot be eliminated within 3 years, the SET shall continue with the delisting procedure If the qualifications required to resume trading cannot be repossessed within 2 years, the SET shall continue with the delisting procedure 5

6 Example Chart of Procedure for Actions in case the Listed Company ceases Business Operation / Assets have significantly lessened 13 June June business days 1 year Posting NC and SP signs Period for the Elimination of the Ground for Delisting Jun 2019 Jun year 1 year Jun 2021 Resume Stage 2 years Jun 2023 Announcement of entire business cessation / assets have significantly lessened post SP sign Announcement of NC Stage 1 Announcement of NC Stage 2 Announcement of NC Stage 3 If the grounds for delisting cannot be eliminated within 3 years, the SET shall continue with the delisting procedure If the qualifications required to resume trading cannot be repossessed within 2 years, the SET shall continue with the delisting procedure 7. Request for Extension The listed company can submit the request for the extension of the rehabilitation period for the period for the elimination of the grounds for delisting and/or the period for the repossession of qualifications in order to resume trading (Resume Stage) once for each period, and such extension shall not exceed 1 year. The SET shall consider the reason and need of the listed company in granting the extension. The listed company shall submit the request for extension 7 business days in advance prior to the date of the end of the NC period in which extension is requested for the period for the elimination of the grounds for delisting and/or the end of the period for the repossession of qualifications in order to resume trading (Resume Stage), together with written notice clarifying and providing supporting reason or information which shows that the listed company possesses all of the following qualifications: 1. The equity (after the adjustment of the auditor s opinion) shall be not less than Baht 50 million or the net profit from the operation of the main business during a period of 1 year is not less than Baht 10 million by considering the annual financial statement or the financial statements of the 4 latest quarters of the accounting year during which the request for extension is submitted taking into account the financial statements which have been reviewed or audited, as the case may be; 2. Apparently, there is a main business to be operated on a continuous basis taking into account factors such as commercial revenue, assets used in the operation of the main business, licenses/concessions required to operate such business etc.; 3. There is a procedure to eliminate the grounds for delisting, clear progress, such as a rehabilitation plan approved by the court or by shareholders, or debt restructuring agreement etc. and adherence to such plan or agreement; and 4. Other qualifications i.e. management and controlling parties do not possess the prohibited characteristics pursuant to the notifications of the SEC and compliance with disclosure rules of the SET. 6

7 8. Guidelines and Procedures for the Repossession of Qualifications in order to resume Trading The listed company that wishes to resume normal trading can submit the request together with written notice clarifying and providing supporting reason or information which shows that the listed company possesses qualifications in order to resume trading in accordance with all of the following criteria for consideration of the SET: 8.1 General Resumption of Trading Criteria for Consideration (1) The equity (after the adjustment of the auditor s opinion) shall be as follows: - At least Baht 50 million in case of trading on mai; or - At least Baht 300 million in case of trading on SET; (2) There is a net profit from the normal operation of the main business, which shall continue to be operated in the future on a continuous basis under the continuous majority management of the same group for at least 1 year prior to the submission of the request. On this basis, the SET shall consider the annual financial statement or the financial statements of the 4 quarters audited by the auditor as follows: - The net profit is not less than Baht 10 million and there is a net profit in the accumulated period prior to the submission of the request in case of trading on mai; or - The net profit is not less than Baht 30 million and there is a net profit in the accumulated period prior to the submission of the request in case of trading on SET; (3) Debt restructuring has been conducted for more than 75 percent of all the listed company s debts (debt restructuring means having signed the debt restructuring agreement with the creditors or having the rehabilitation plan approved by the court in cas e the listed company undertakes the rehabilitation procedure pursuant to the law on bankruptcy). During period in which the operating results under (2) is considered, the listed company can repay the debts to the creditor who is a financial institution within the time period prescribed and the debt restructuring plan shall take into account the rights and privileges of minority shareholders i.e. the equity shall not be reduced to less than 10 percent of the paid -up capital after the undertakings. 1 (4) The SET deems the listed company s financial position and operating results to be stable pursuant to the conditions of its business on a continuous basis taking into account cash flow and accumulated loss of the business; 1 Debt restructuring by means of capital decrease, capital increase, issuance of convertible securities to creditors, major shareholders, connected persons or any other actions which resulted in the existing shareholders shareholding ratio to become less than 10% of the paid-up capital after the undertakings. The SET shall deem such incidents to be the company s negligence to the minority shareholders interestshowever, this does not apply to cases where there is adherence to the debt restructuring plan, there is an agreement to restructure debt executed before 28 March 2003, or the reduction of the existing shareholders ratio is the result of waiver of capital increase share subscription right in proportion to the existing shareholders share purchase ratio (pursuant to the Circular dated 17 July 2003). 7

8 (5) Possess all the qualifications pursuant to the criteria for maintaining listing status before submitting the request, and the distribution of minority shareholdings shall be not less than 15 percent and at least 150 minority shareholdings; and (6) The listed company undertaking the rehabilitation pursuant to the law on bankruptcy shall no longer be under the rehabilitation as approved by the court Determination of Conditions regarding Silent Period: In case the SET considers and deems the listed company to possess all the qualifications in order to resume trading, the SET shall stipulate that the listed company comply with the provisions of the regulations of the SET regarding listing of ordinary shares or preferred shares as listed securities relating to the prohibition of management or shareholders and related persons from selling shares and securities within the time period prescribed i.e. shareholders involved in managing the company (Strategic Shareholders 2 ) are prohibited from selling their shares amounting to 55 percent of the paid-up capital for a period of 1 year from the date of the commencement of trading of the listed company s shares. After the end of 6 months from the date of the commencement of trading of the listed company s shares, such shareholders can sell 25 percent of all the securities of the listed company prohibited from being traded. In this regard, if the listed company increases its capital or issues securities which are convertible into shares of the listed company and allocate the same to existing shareholders who are prohibited from selling the shares during the period aforementioned, the listed company shall prohibit such shareholders from selling the shares at the ratio of the shares prohibited from being sold and for the remaining period of prohibition. 8.2 Resumption of Trading in case of Backdoor Listing In case the listed company has its financial position and operating results improved with the involvement of a new partner or supports in terms of new business or new assets that help supplement its own original business in such a manner as the new partner or the owner of the joining business or the owner of the new assets may be regarded as backdoor listing pursuant to the regulations of the SET regarding disclosure of information and other acts of listed companies concerning the acquisition and disposition of assets and the listed company has submitted the request to resume trading in the SET within 1 year from the date of the joint venture or the acquisition of new business or assets, the SET shall consider the qualifications of the listed company pursuant to the general criteria for the resumption of trading. On this basis, the silent period shall be increased by another year amounting to 2 years in total. Every 6 months after the date of the commencement of trading of the listed company s shares, such shareholders can sell 25 percent of all the securities of the listed company prohibited from being traded. Nevertheless, if the new joint venture partner possesses all the qualifications pursuant to the regulations of the SET regarding listing of ordinary shares or preferred shares as listed securities of the SET or mai according to the criteria in relation to net profit, as the case may be, on the date of the submission of request to resume trading, the SET shall consider the qualifications of the listed company pursuant to the general criteria for the resumption of trading and shall waive the criteria in relation to net profit under (2). The silent period shall remain to be 1 year as in a general case. 2 Strategic Shareholders pursuant to the regulations of the SET regarding listing of ordinary shares or preferred shares as listed securities. 8

9 8.3 Other Conditions The SET may prescribe conditions for the listed company to take one or several of the following actions: (1) That the listed company signs the new listing agreement; or (2) That the listed company takes any action or disclose additional information in order to eliminate conflict of interest between the listed company and its majority shareholders or management. 8.4 Announcement of the Resumption of Trading The SET shall disseminate information on the resumption of trading to shareholders and investors 7 business days in advance before the securities of the listed company commence trading. Effectiveness The SET shall use this Procedure for Actions against Listed Companies whose Performance or Financial Position fits the Criteria for Possible Delisting instead of the Procedures and guidelines for listed companies facing possible delisting due to operations or financial conditions dated 26 January 2011 ( Original Procedure ), effective from 1 February 2018 onwards. Transitory Provision The SET shall take actions against listed companies whose performance or financial position fits the criteria for possible delisting before this Procedure becomes effective as follows: 1. In case the listed company is able to eliminate the grounds for de listing before this Procedure becomes effective, the SET shall give the listed company time to repossess the qualifications in order to resume trading pursuant to the rules prescribed in this Procedure by allowing the listed company to submit written notice to the SET under 6.1 (2); 2. In case the listed company is unable to eliminate the grounds for delisting before this Procedure becomes effective, there are 2 possible scenarios as follows: 2.1 In case of the expiry of rehabilitation period as prescribed in the Original Procedure (3 years from the date of the announcement that the securities of the listed company may potentially be delisted plus extension not exceeding 1 year) before this Procedure becomes effective, the SET shall propose to the Board of Governors of the Stock Exchange of Thailand to consider delisting the securities of the listed company accordingly; and 2.2 In case rehabilitation period has not yet expiredas prescribed in the Original Procedure on the date this Procedure becomes effective, the listed company shall take actions to eliminate grounds for delisting pursuant to the rules and within the remaining rehabilitation period under the Original Procedure. If the listed company is unable to take such actions within such period, the SET shall propose to the Board of Governors of 9

10 the Stock Exchange of Thailand to consider delisting the securities of the listed company accordingly. In case the SET considers that the listed company is able to eliminate the grounds for delisting, the listed company shall take actions to repossess the qualifications in order to resume trading pursuant to the rules prescribed in this Procedure. Listing and Disclosure Department 25 December

11 Attachment Procedure for the Assessment of Equity The ordinary shares of the listed company, whose performance or financial position fits the criteria for possible delisting pursuant to the regulations of the Stock Exchange of Thailand ( SET ) regarding delisting of securities, in case the financial position disclosed in the financial statements or the latest consolidated financial statements audited by the auditor indicates that the equity is negative, shall be considered pursuant to the following procedure: 1. The equity of the listed company that appears in the financial statements is negative; 2. The equity of the listed company that appears in the financial statements is positive, but the auditor has expressed qualified opinion, or has issued a disclaimer or an adverse opinion on the financial statements, and if adjustment is made in accordance with the auditor s opinion, the equity will be reduced to negative. In making adjustment in accordance with the auditor s opinion, the SET shall use the figures shown as the condition pursuant to the report of the auditor which affects the equity to revise the equity appearing in the balance sheet in order to consider whether a rehabilitation plan may need to be prepared as follows: 2.1 In case the auditor specifies a clear figure as the condition within the report of the auditor, the figure specified by the auditor shall be used as subtraction from the equity; 2.2 In case the auditor expresses an opinion that the listed company has not set provision for damage to assets such as debtors, inventory or investment without specifying the figure of provision for damage, adjustment shall be made by using the total of doubtful assets as subtraction from the equity; and 2.3 In case the listed company fails to record the investment in its associated company or subsidiary using the equity method, the figure of possible loss shall be used by using the total investment as subtraction from the equity; 2.4 In case there is an opinion regarding legal dispute which may give rise to obligations (Off Balance Sheet), the figure of impact specified pursuant to the auditor s opinion shall be used as subtraction from the equity. The SET shall consider adjusting the equity pursuant to the auditor s opinion under the rules above within 7 business days from the date the listed company submits the financial statements to the SET; 3. The SET exempt not to take into account loss as a result of foreign exchange rate that has not actually occurred in considering the figure of equity pursuant to such rules only in the case where the listed company s debts in the form of foreign currency arise prior to the change in the floating foreign exchange rate system. In this regard, the listed company shall disclose the following additional information:

12 Prepare a report on additional information regarding the impact of the foreign exchange rate and separate loss from the foreign exchange rate that has been realized and unrealized, as well as reporting on the amount of debts in the form of foreign currency due for repayment within the current accounting year and clearly separating debts due in each of the subsequent accounting years; 3.2 The auditor shall review the report of the listed company s management under 3.1 and submit the audit report of the auditor together with the financial statements in each quarter. Moreover, the SET shall not take into account the additional asset value assessment report as a result of the change in such foreign exchange rate system in its consideration whether to grant exemption from the requirement to prepare the rehabilitation plan above; 4. The SET shall not announce the possibility of the need to prepare the rehabilitation plan if the listed company is able eliminate the grounds for delisting i.e. increasing the equity to positive. In eliminating such ground, the listed company cannot merely rely on capital decrease unless it is also accompanied by capital increase or there is a new joint venture partner with the capability and new capital to contribute to the business which would then give rise to working capital within the business and help the listed company s main business operate smoothly in its normal course, and the information has been disclosed and proposed for approval to shareholders prior to any undertakings. On this basis, the listed company shall submit its financial statements reviewed/audited by the auditor with the information as of the date the listed company has eliminated the grounds requiring it to prepare the rehabilitation plan or report showing that the listed company has eliminated such grounds together with the annual financial statements pursuant to the regulations of the SET.

13 Procedure and Guideline for Actions against Listed Companies whose Performance or Financial Position fits the Criteria for Possible Delisting Listed company that may potentially be delisted The SET notifies the listed company in writing, post NC and SP signs and announce NC Stage 1 to inform investors Post SP sign for 30 days Company notifies its choice to undertake rehabilitation Yes No SP sign posted until notification Submit petition to the court to propose the rehabilitation plan pursuant to the law on bankruptcy Trading allowed for 30 days before posting SP sign until the problem is rectified Listed company proceeds in accordance with the Bankruptcy Act Book Closing: < 21 days RD determined: < 2 months Prepare the rehabilitation plan pursuant to the SET s procedure Trading allowed for 30 days before posting SP sign until the problem is rectified Listed company appoints a financial adviser to help prepare the rehabilitation plan The board of directors determines the date of shareholders meeting to approve the rehabilitation plan 14 days in advance Determine the names of shareholders entitled to attend the shareholders meeting Submit documents to shareholders On the date of the shareholders meeting, the listed company and financial adviser present the presentation regarding the rehabilitation plan Listed company discloses progress every 3 months (the same day as due date for submission of quarterly financial statement Not less than 7 days Request for voluntary delisting Trading allowed for 30 days when the listed company discloses information regarding delisting and tender offer Listed company proceeds with voluntary delisting procedure Information to shareholders 1. Rehabilitation plan 2. Opinion of independent director 3. Opinion of financial adviser 4. Date, time and venue of shareholders meeting Conditions Plan must be approved by > ¾ of those attending the meeting and voting Such as where the listed company may potentially be delisted because equity < 0, has taken step to render positive equity etc. No Consider delisting Cannot eliminate the grounds for delisting Announce each NC stage (3 stages each lasting for 1 year and extendable for 1 year) Grounds for delisting eliminated No Extension granted Yes End of extension period Consider delisting Yes Can eliminate No No qualification for trading Listed company notifies the SET in writing Announce entry of Resume Stage (2 years and extendable for 1 year) Possess qualification for trading No Extension granted Yes End of extension period Yes Possess qualification for trading Listed company submits request for trading Share trading