Blumenthal Richter Sumet & Schuler Ltd.

The Securities and Exchange Commission of Thailand (the “SEC”) has revised the rules governing Material Transactions (“MT”) and Connected Transactions (“CT”), as announced in late 2025 under the Notification of the Capital Market Supervisory Board No. TorJor. 45/2568 Re: Rules on Material Transactions and the Notification of the Capital Market Supervisory Board No. TorJor. 46/2568 Re: Rules on Connected Transactions, respectively, to enhance investor protection in line with international standards, promote good corporate governance and sustainability, as well as reduce the regulatory burden of listed companies. To allow listed companies and stakeholders sufficient time to prepare for implementation, the revised rules will come into effect on 1 July 2026. The key amendments are as follows: Transaction Aggregation The aggregation rules for transaction values are refined to prevent splitting of transactions for the purpose of circumventing MT and CT requirements. Material Transactions – The aggregation period for related transactions or transactions undertaken under the same project is extended from 6 months to 12 months before the entry into the transaction. Connected Transactions – The aggregation period remains at 6 months before the entry into the transaction; however, the scope of “same group” for transaction aggregation has been broadened as set out below: (1)        the same connected person; (2)        major shareholders, controlling persons, related persons and close relatives of the connected person; (3)        related persons and close relatives of the persons under (2); and (4)        juristic persons whose major shareholders or controlling persons are persons under (1), (2) or (3). However, the SEC is empowered to aggregate transactions as a single transaction, having regard to their underlying purpose or substantive nature (substance-over-form), for the purposes of enforcing the MT and CT rules and protecting shareholders’ rights. Shareholders’ Approval and Veto Rights Shareholder participation in MT undertaken by listed companies is enhanced by lowering the thresholds for transactions requiring shareholders’ approval from 50% to 25% and introducing special MT that are subject to heightened regulatory oversight. The thresholds for each procedure are as follows: Material Transactions size (“x”) Ordinary MT Special MT/1 Procedures Old New  – X ≥ 25% X ≥ 10% Board of Directors’ approval, Information Disclosure, Shareholders’ approval X ≥ 50% X ≥ 50% X ≥ 25% Board of Directors’ approval, Information Disclosure, Shareholders’ approval, IFA Opinion /1     Entering into a transaction by a company having negative net assets or incurring operating losses, where such transaction has or is likely to have an adverse effect on financial position or operation results Connected Transactions size (“x”) Ordinary CT Special CT/1 Procedures Old New X > THB 1 million or 0.03% of NTA/2 (whichever is higher) X > THB 1 million or 0.03% of NAV/2 (whichever is higher) X < THB 100 million or 3% of NAV/2 (whichever is lower) Board of Directors’ approval, Information Disclosure X ≥ THB 20 million or 3% of NTA/2 (whichever is higher) X ≥ THB 20 million or 3% of NAV/2 (whichever is higher) X ≥ THB 100 million or 3% of NAV/2 (whichever is lower) Board of Directors’ approval, Information Disclosure, Shareholders’ approval, IFA Opinion /1     Entering into a financial assistance transaction with a connected person who is either (i) an individual, or (ii) a juristic person in which the company or its subsidiary holds shares in a proportion lower than that held by other connected persons /2     The change from Net Tangible Assets (NTA) to Net Asset Value (NAV) addresses uncertainties arising from the exclusion of intangible assets under Net Tangible Assets (NTA). Veto Rights of Minority Shareholders – A veto mechanism is introduced. If the audit committee or the independent financial advisor (IFA) is of the opinion that a listed company or its subsidiary should not enter into a MT or CT, a shareholder holding not less than 10% of the total voting rights of the shareholders present at the meeting and entitled to vote shall object to and block such a transaction. Pre and Post Disclosure Requirements To ensure transaction transparency and comprehensive disclosure for shareholders and investors, listed companies are required to provide more extensive information, and the board of directors is required to certify that all directors have exercised due care in reviewing the information and consider the transaction to be reasonable and in the best interests of the company and its shareholders. Furthermore, following approval by the shareholders, the listed company is required to report the progress of the transaction on a semi-annual basis until completion of such transaction, or to report its inability to proceed with or the cancellation of the transaction. Such disclosure must also be included in Form 56-1 One Report of listed companies. Amendments for Operation Efficiencies Not solely aimed at enhancing shareholder protection, the reforms also introduce greater operational flexibility and reduce the regulatory burden on listed companies, as outlined below: Listed Parent / Listed Subsidiary Dual Approval Exemption – Where both a parent company and its subsidiary are listed companies, and the subsidiary’s entry into a transaction has already been approved by its board of directors or shareholders in accordance with MT and CT rules, the parent company is exempt from MT or CT requirements, as the case may be; Exclusion of Material Transactions – Certain transactions are excluded from the scope of MTs including intercompany transactions, new subsidiary establishments, as well as transactions undertaken for liquidity management or in the ordinary course of business. Confidential Material Transactions – In the event that the board of directors, having duly considered its fiduciary duties, determines that prior disclosure of information or obtaining shareholders’ approval may result in significant damage to the company’s interests, Shareholders may approve the transaction on a framework and principle basis. In this regard, the company shall disclose the relevant information after the transaction has been agreed. Next Steps and Readiness of Listed Companies The Stock Exchange of Thailand (“SET”) has not yet issued the corresponding regulations, which are expected to provide further details on MT and CT disclosure requirements, and the final implementation framework remains subject to further clarification. We will continue to monitor developments and provide updates as clarity or progress emerges. Listed companies should closely monitor further developments and begin preparing internally to ensure readiness for compliance ahead of the effective date on 1 July 2026, especially regarding internal policies, governance processes, transaction monitoring frameworks, and disclosure systems.   Written by: Sumet Mingmongkolmitr (Senior Partner)

Importing goods into a domestic market may become more complex where such goods incorporate intellectual property rights owned by entities located outside the territory. In such cases, importers are generally required to make two types of payments: the purchase price and royalties payable to the intellectual property owner. Royalties are generally defined as payment made in consideration for the right to use intellectual property, including copyrights, patents, trademarks, trade secrets, or other similar rights. The key question, therefore, is whether such royalties should be included in the customs value of the imported goods. From a customs perspective, these payments may affect the customs value, which serves as the basis for calculating import duties. However, certain conditions must be considered in determining whether royalties form part of customs value. Under the General Agreement on Tariffs and Trade 1964 (“GATT”), royalties may be included in the customs value of imported goods only where such payments are made by the purchaser and are a condition of the sale of imported goods. As Thailand is a GATT signatory, this principle is adopted in Thailand’s Ministerial Regulation No. 132 (1996), which provides that royalties should be included in the customs value where: The royalties are paid by the purchaser and relate to the imported goods; The payment of royalties is a condition of the sale of the imported goods; and The royalties are based on factual information and can be calculated on value basis.   As the classification of payments as royalties may affect the customs value declared to the customs authorities, importers are encouraged to seek for professional advice to ensure accurate customs valuation.

On January 1, 2025, Thailand’s Revenue Department began enforcing the Emergency Decree on Top-up Tax B.E. 2567 (2024), marking a significant step for Thailand toward implementing the OECD’s Global Anti-Base Erosion Model Rules under Pillar Two. This issuance aims to reduce tax competitions among countries by ensuring that in-scope multinational enterprise (MNE) groups are subject to an effective tax rate (ETR) of at least 15%. Under this Emergency Decree, Thailand’s Revenue Department is authorized to collect Top-up Tax from MNEs operating in Thailand where the applicable ETR falls below the minimum threshold. This introduction may inevitably raise concerns among MNEs that have benefited under Thailand’s Board of Investment (BOI) as the BOI-granted tax incentives may trigger additional Top-up Tax liabilities. In response, on November 12, 2025, the BOI, in collaboration with the Ministry of Finance, announced that it is in the process of revising the National Competitiveness Enhancement for Targeted Industries Act B.E. 2560 (2017) by introducing a Qualified Refundable Tax Credit (QRTC), which is a mechanism recognized by the OECD. This new form of incentive reflects a policy response aimed at aligning Thailand’s investment promotion regime with the OECD’s global minimum tax framework. However, this incentive is intended to be offered as an alternative measure for MNEs affected by the Emergency Decree, not to replace the offering of incentives. This means that investors who are not subject to the Emergency Decree can continuously benefit from the BOI-granted incentives as in the past. Furthermore, on December 30, 2025, Thailand’s Cabinet approved four draft secondary legislations issued in pursuance to the Emergency Decree, which were developed in accordance with the OECD’s GloBE Model Rules and Commentaries, with the objectives of ensuring consistency with the international practices. The approved drafts address the detailed rules, including but not limited to the determination of in-scope MNEs and the approach for calculating Top-up Tax liabilities that such taxpayers are subject to under the Emergency Decree. The four draft laws are as follows: Royal Decree prescribing the criteria for determining whether multinational enterprise groups that have undergone organizational restructuring are subject to the Top-up Tax; Ministerial Regulation prescribing the criteria concerning entities that are not constituent entities; Ministerial Regulation prescribing the criteria for allocating Top-up Tax to Thailand under the Undertaxed Payments Rule (UTPR) mechanism in cases where no constituent enterprise group located in Thailand has GloBE income; and Ministerial Regulation prescribing the criteria for adjusting income, expenses, and covered taxes for the calculation of the Top-up Tax, including the criteria for calculating the Domestic Top-up Tax in Thailand. Overall, these developments signal Thailand’s progress toward implementing the global minimum tax framework. However, further updates on their key aspects will be provided once the detailed rules become available. Article by Senior Partner Sumet Mingmongkolmitr

September 22, 2025 Sumet Mingmolmolmitr (Senior Partner)  Companies in Thailand are encouraged to support their employees in pursuing higher education or other training programmes. Such initiatives not only enhance employees’ skills but also strengthen the company’s long-term growth and profitability. To promote this, the Revenue Department issued Order No. 122/2545, Re: Exemption of Income Tax Calculated from the Net Profit of Companies or Registered Partnerships Operating Businesses as Educational Institutions and Training Centres for Enhancing Employees’ Skills, and from Expenses on Education Purposes Made by Companies or Registered Partnerships dated 27 December 2002. Deductible Expenses Under this order, companies may fully deduct expenses incurred in supporting employees who: pursue further studies or training at public institutions or centres domestically or internationally; pursue further studies or training at private institutions or centres domestically or internationally; or participate in in-house-training sessions organised by the company itself or by an external service provider. These expenses are not considered prohibited under Section 65 Ter (13) of the Thai Revenue Code. To qualify for the deduction, however, the company must be able to demonstrate that the expenses were incurred for the company’s benefit, and the supported employees are required to return to work for the company. Additional Tax Incentive In addition, companies that provides financial support for employees to study or train at:  Government-established institutions or training centres, or  Institutions announced by the Ministry of Finance in the Royal Gazette, are also eligible to fully claim a tax exemption on its income equal to the amount paid for the employees’ education or training. This incentive is granted under the Royal Decree issued pursuant to the Revenue Code Governing the Exemption from Revenue Taxes (No. 437) dated 15 October 2005. These provisions highlight the Thai government’s commitment to encouraging workforce development while offering companies meaningful tax relief. To further navigate the rules and maximize available benefits, companies are encouraged to consult with a qualified tax counsel.

Bangkok, 29 April 2025 — Blumenthal Richter & Sumet (BRS) has officially been appointment as the Overseas Intellectual Property Service Provider for the Shenzhen (Nanshan) – Thailand corridor. This designation reinforces BRS’s growing role in supporting Chinese enterprises investing and expanding in Thailand and Southeast Asia. The appointment was formalized at the launch ceremony of the “Go Global” International Service Center on April 29, 2025, attended by Tongxin Xie, Head of the Chinese Desk at BRS, and Ekkarat Ritthiplang, Partner of the firm. The Go Global Center is a strategic initiative led by the Nanshan District Government, aiming to support Chinese enterprises in their internationalization through a platform that integrates policy support, professional services, and global networks. As an Overseas IP Service Provider, BRS will provide legal and strategic support to Chinese companies—particularly those from Shenzhen and the Greater Bay Area—in key areas such as cross-border IP protection, regulatory compliance, outbound investment, and international transactions. Through the Go Global platform, BRS will offer tailored legal and business services to help clients enter and expand in the Thai and broader Southeast Asian markets. “As one of the first professional service providers appointed under this initiative, we are honored to contribute to the success of Chinese enterprises abroad,” said Tongxin Xie. “Our aim is to deliver clear, effective legal solutions in IP protection, compliance, and dispute resolution for both Chinese and Thai clients.” Following the ceremony, the BRS delegation was invited to visit the Nanshan Intellectual Property Protection Center, a pioneering facility that integrates administrative and judicial mechanisms to streamline IP dispute resolution. Under the leadership of Senior Partner Andreas Richter, BRS’s China Desk has long advised Chinese clients across sectors such as manufacturing, technology, energy, and infrastructure on establishing and expanding operations in Thailand. BRS also supports Thai companies seeking entry into the Chinese market, further enhancing its role as a cross-border legal bridge between the two countries.