Stock Exchange of Thailand Announces Board Of Governors' Resolutions

Mr. Vicharat Vichit-Vadakan, President, the Stock Exchange of Thailand, announced the resolutions of the SET Board of Governors following the Board's monthly meeting as follows:

Approval of Trading Criteria for NVDRs

According to the Board's September 20, 2000 approval to set up a subsidiary, Thai NVDR Co., Ltd., to issue Non-Voting Depository Receipts (NVDRs) as an alternative for investors, especially foreign investors, and the SEC's October 13, 2000 approval of draft criteria for listing and delisting NVDRs (information disclosure by NVDR issuing companies, and the cash trading of the securities as proposed by the SET to ensure the appropriate, convenient and fair NVDR trading for investors and related persons), the SET Board of Governors has approved in principle the trading criteria for NVDRs, the Single Investor Limit and the report of securities holding as follows:

• Both Thai and foreign investors are allowed to invest in NVDRs.
• Criteria and procedures for NVDR trading will be similar to the trading of other securities in the SET, with no limitation on the trading on the Main Board and the Big Lot. However, in the order transmission of NVDRs, it is necessary to indicate the securities of the NVDRs.
• In order to prevent any takeover which might occur when someone buys NVDRs for securities, it must be indicated in the prospectus, which will be held as the contract between the NVDR holders and the companies issuing the NVDR, as follows:

  The NVDR holder shall report to the company issuing the NVDR, upon the acquisition or the sale of the securities with the NVDR of every 5% of all of the company's underlying securities sold. The company issuing the NVDR will then be able to disclose this information to the public, by submitting the information to the Securities and Exchange Commission (SEC). If the NVDR holder does not report to the company, the company issuing the NVDR can fine that NVDR holder at the same rate as that prescribed in the Penalty for failure to comply with Section 246 of the Securities and Exchange Act B.E. 2535.

  This Single Investor Limit shall be set: an investor will be able to hold NVDR securities in the amount of not more than 25% of all of the company's underlying securities sold. If the investor is holding more than the limit set, the company issuing the NVDR is entitled to buy back the excess number of NVDRs.

The Stock Exchange of Thailand will take any immediate action necessary to make sure that the NVDR is issued once the amendment of the taxation rules is completed, so that the investors receive benefits in the same manner as investments in other securities in the SET. The trading is expected to begin in the first quarter of 2001.

Adjustment of Fee Structure of Listing of Securities and Securities Registrars

The SET Board of Governors has approved a temporary fee reduction for listing of securities for the period of two years, from July 1, 1999 to June 30, 2001, and the Thailand Securities Depository Co., Ltd. has reduced the fees and service charges for securities registrars since January 1, 2000 to help listed companies lessen their burdens during the economic crisis. Details are as follows:

• Reduce the initial listing fee and annual fee by 30% for securities in the categories of ordinary and preferred shares of listed companies and companies wishing to submit their listing application, and reduce the maximum fee from not exceeding 6,000,000 baht to not exceeding 4,000,000 baht, with a special 7 - 15% reduction, according to amount of the paid up capital, offered to listed companies that have appointed their Audit Committee and along with an exemption of the capital increase fee.
• Reduce the annual fee by 5% for securities in the categories of mutual funds.
• Reduce the securities registrar fee by 20%.

Even though the current economic situation has shown signs of a recovery, the economic crisis continues to affect the operation of listed companies, and some of these companies are still undergoing a debt restructuring process. Therefore, the SET Board of Governors has resolved to ask the Stock Exchange of Thailand and the Thailand Securities Depository Co., Ltd. to adjust their fee structures for listing of securities and their fee structures of securities registrars (please see SET web-site for details).

The new fee rate structure will help listed companies lessen their expense burdens. Their annual fee will be 50% lower than that of the existing rate. The fee for securities registrars will be 16% lower. Moreover, the regressive rate will help listed companies lessen their burdens in the long term. If they raise more funds, they will pay their annual fee at the lower rate.

The adjusted fee structure for listing of securities will become effective on July 1, 2001, except for the capital increase fee and the fee rate for securities registrars, which will become effective on January 1, 2001.

Adjustment of Fees for Member Brokerage Firms

The SET Board of Governors has resolved to adjust the fee structure of the Trading Fee for member brokerage firms, in order to help lessen their expense burdens in the current market situation . registrars (please see SET web-site for details).

The new fee rate will be effective for a period of one year, starting January 1, 2001.