1

Channel for Fund Raising of Foreign Company through Thai Capital Market

- Holding Company

Holding Company(Thai incorporated)

2

Structure of Holding Company

Foreign subsidiary

(core business)

> 50% (must be maintained)

Shareholders (Thai/foreign)

At least 50% of directors must beThai resident*(PLC Act)

At least 1 director must be Thai resident*

Notes: * Thai Resident refers to individual living in Thailand > 180days in a calendar year

Notes : - Companies undertaking core businesses : holding co. must have 25> %of voting rights- Sub. : Subsidiary

DSub. A Sub. B

Holding Company

Sub. C E

(C) Size of other companies

< 25% of size of holding co.

(b ) Size of sub. > 25% of size of holding co.

F

(a ) Size of sub. + company (where holding co. holds shares >25%) > 75% of size of holding co.Companies undertaking core

businesses

> 50% > 50% > 50% > 25%

Holds shares* <25% <25%

3

Other companies

Holding Company(Investment Proportion)

Criteria of Share Offering Approved by the SEC & Comply with disclosure requirement (filing prospectus jointly prepared by SEC approved financial advisor)

Qualifications of Holding Company (approval and maintain criteria)

1. No conflict of interest in shareholding & management structures 2 . Check & balance mechanism is in place: independent directors &

audit committee members are appointed 3 . Sound management system & reliable information disclosure 4 . Financial statements are reviewed/audited by SEC approved

auditor 5 . Having control over subsidiary:

- appoint representative as director in subsidiary proportionately to shareholding; - appropriate measure is available in case of related party transaction with potential conflict of interest

4

Holding Company(Qualifications)