Private Placement
- Criteria for Private Placement Issuance
- Company has intention to conduct private placement issuance must follow below requirements:
- 1. Being public company;
- 2. Established and run business more than 1 years before submitting the issuing file, except the company previously merged, acquisitioned or changed the form of business;
- 3. Board of directors shall include independent director at least 1/3 of total members who are designated by the general shareholders’ meeting;
- 4. At least 3 people in the internal audit committee assigned by BOD and 2/3 must be independent members and at least one of the committee members must have accounting or financial background;
- 5. Having a plan for offering and use of capital received from the offering which approved by general shareholder’s meeting;
- 6. While doing filing, the company must submit last year audited financial statements;
- 7. Having financial soundness such as stable financial position, profitability and no overdue loans;
- 8. The certificate of preparedness for private placement from securities firm (finance advisor) with the name list of financial advisors;
- 9. Complete the private placement plan, business plan and at least 3 years future projected financial cash flow since the private placement completion and must be approved by BOD;
- 10. The shares from private placement cannot be traded within 6 months since the completion date;
- 11. Other criteria and conditions as stipulated by the LSCO.
Application documents for private placement
- The required documents related to private placement conducting are as follow:
- 1. An application form of IPO as defined by the Office;
- 2. A certified copy of the company’s business registration certificate;
3. A certified copy of the company’s tax registration certificate;
4. A copy of company’s regulation;.
5. Resolutions of the General Shareholder’s Meeting approving the plan for private placement and use of capital received from the private placement;
6. The list of principal shareholders who hold a company’s share from 1% of total shares;
7. The company’s charter; the curriculum vitae of members of the Board of Directors;
8. The certificate of preparedness for offering from securities company;
9. Last year audited Financial statements by an approved external auditing company along with submitting the private placement application to the LSCO;
10. Plan for private placement offering and 3 years future business plan and financial forecasting;
11. The prospectus;
12. Contract with underwriter;
13. Other documents as specified by the LSCO.
