Sunday, 22 September 2019

Private Placement


  1. Criteria for Private Placement Issuance
  1. Company has intention to conduct private placement issuance must follow below requirements:
  2. 1.
    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.            


  1. Application documents for private placement
  1. The required documents related to private placement conducting are as follow:
  2. 1.
    1. An application form of IPO as defined by the Office;
    2.
    1. A certified copy of the company’s business registration certificate;
    3.
    1. A certified copy of the company’s tax registration certificate;
    4.
    1. A copy of company’s regulation;
    5.

    1. Resolutions of the General Shareholder’s Meeting approving the plan for private placement and use of capital received from the private placement;
    6.
    1. The list of principal shareholders who hold a company’s share from 1% of total shares;
    7.
    1. The company’s charter; the curriculum vitae of members of the Board of Directors;
    8.
    1. The certificate of preparedness for offering from securities company​​;
    9.

    1. last year audited Financial statements by an approved external auditing company along with submitting the private placement application to the LSCO;
    10.

    1. Plan for private placement offering and 3 years future business plan and financial forecasting;
    11.
    1. The prospectus;
    12.
    1. Contract with underwriter;
    13. Other documents as specified by the LSCO.
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