Blumenthal Richter Sumet & Schuler Ltd.

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.

Sumet Mingmongkolmitr (Senior Partner) and Sataporn Samanyaporn (Associate)  Thailand’s Revenue Department is in the process of drafting legislation to amend tax rules for foreign income remitted to Thailand. The proposed amendment aims to reduce the tax burden on Thai tax residents who bring foreign income into Thailand, with the broader objective of encouraging the repatriation of overseas earnings and stimulating the domestic economy. Panuwat Luengwilai, Deputy Director-General of the Revenue Department, recently outlined the upcoming amendment to Thailand’s tax laws, which could provide significant relief to Thai tax residents. Under the proposed changes, Thai tax residents who remit foreign income into Thailand within the same calendar year in which it is earned, or in the following year, would be exempt from personal income tax on those earnings. For example, if a Thai tax resident earns foreign income in 2025 and brings it into Thailand in either 2025 or 2026, that income would not be subject to Thai personal income tax. If enacted, the amendment would overturn the current Thai tax rule that took effect on 1 January 2024. Under the current rule, any foreign income earned from that date onwards is subject to Thai personal income tax if it is brought into Thailand, regardless of the year it is remitted. Although the proposed tax exemption remains in draft form and has not yet been officially enacted, Thai tax residents with foreign income should stay informed of any future developments from the Revenue Department to ensure proper tax planning for their overseas earnings. Blumenthal Richter & Sumet’s tax team will continue to monitor developments on this issue and provide updates on any changes to Thai tax laws. For additional advice or questions regarding foreign income taxation, please feel free to contact our team for tailored guidance.    

Leading independent international law firm Blumenthal Richter & Sumet (BRS) has expanded its regional platform with the acquisition of law practice Legal ASEAN. This move further strengthens the firm’s capabilities in cross-border investments, real estate, foreign direct investment and regional legal consultancy across Southeast Asia.   Legal ASEAN’s founder, Mark D Alelio, joins BRS as a Partner, bringing with him over two decades of legal practice with multin ational law firms  in Thailand, Vietnam, and Myanmar. Mark is widely recognized for his strategic counsel to international and Thai clients on market entry, real estate development, foreign direct investment (FDI), and cross-border structuring. In adding his extensive experience across  a variety of matters throughout Southeast Asia, Mark brings deep regional insights that complement and reinforce BRS’s existing strengths. Mark’s practice additionally covers dispute resolution, with Mark having managed complex real estate and labor disputes, and represented clients before Thailand’s Department of Special Investigations (DSI). His work further spans across corporate, Board of Investment (BOI) promotion attainment, market entry advisory in the IT and technology sectors, and management agreement structuring between Thai developers and major international hotel brands. Known for his commercial approach, Mark remains dedicated to delivering practical solutions grounded in local knowledge and responsive to the evolving needs of global businesses. Mark’s team—comprising Senior Associates Sasathorn Dharakasem and Teerapun Jiamton, Associates Sireethorn Ruksachart, Pranchalee Maneerat, and Pitchayapa Rungrueng, along with dedicated support staff—has also joined BRS as part of the acquisition. The team’s addition effectively enhances the firm’s service capacity and regional practice depth, while simultaneously contributing to the firm’s rapidly growing practice. Reflecting on the move, Mark commented: “Joining BRS will enable me to offer my existing clients an even broader range of legal services, including access to the firm’s in-house dispute resolution, intellectual property, and tax & customs teams. Clients will also benefit from BRS’s dedicated Japan Desk and China Desk, further enhanc ing the regional support we can provide.” Echoing this strategic perspective, BRS Senior Partner and Head of Real Estate Robert Schuler remarked: “Mark’s extensive experience across Southeast Asia aligns with BRS’s long-term strategic vision to grow our regional capabilities and deepen support for clients investing and operating in ASEAN markets.” “The leadership at BRS sees this acquisition as a unique opportunity to further strengthen our offering to both domestic and international clients. We are pleased to welcome Mark and his team, and look forward to combining our expertise to better serve businesses navigating Thailand and the wider region, particularly in the real estate sector.”  

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.

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

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.

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)

While conventional loan arrangements are commonly used where financing is obtained from a limited number of lenders, debentures and convertible debentures may provide an alternative means of raising capital from multiple investors under a single issuance and offer a more flexible investment structure for both issuers and investors. Although Section 1229 of the Thai Civil and Commercial Code generally prohibits private limited companies from issuing debentures, Section 37 of the Securities and Exchange Act B.E. 2535 (1992) (as amended) (the “Securities Act”) provides that such restriction shall not apply to private limited companies that obtained approval to issue debentures under the Securities Act. A private placement to institutional investors, ultra-high-net-worth investors (“UHNW investors”), high-net-worth investors (“HNW investors”), or other investors, is a fundraising method commonly adopted by private limited companies (the “Issuers”). This is because the Issuers may obtain approval on a general basis and are exempt from the requirement to file a registration statement and/or prospectus (the “Filing”) with the Securities and Exchanges Commission of Thailand (the “SEC”). Institutional Investors include, among others, financial institutions, securities companies, insurance companies, investment funds, angel investors, venture capital companies, and persons having a relationship with the company in the manner prescribed by applicable regulations, as well as any other persons designated by the SEC Office. Debentures Under Notification of the Capital Market Supervisory Board No. TorJor. 16/2565 Re: Application for and Approval of the Offering for Sale of Newly Issued Debt Instruments through a Private Placement and the offering of Convertible Debentures to Persons with Specific Characteristics (as amended) and Notification of the Securities and Exchange Commission No. GorJor. 30/2565 Re: Exemption from the Requirement to File a Registration Statement for the Offering of Debt Securities (as amended), in offering debentures, the Issuers may consider conducting the offering under the PP10 regime in order to benefit from general approval and an exemption from the requirement to file the Filing with the SEC. Under the PP10 regime, debentures may be offered to (i) institutional investors, provided that the number of offerees does not exceed 10 within any 4-month period, or (ii) UHNW investors and/or HNW investors, provided that the number of offerees does not exceed 10 and the aggregate offering value does not exceed THB 50 million at any time, subject to key requirements as follows: General Qualifications for Issuers Has not offered any type of debt securities in violation of the offering requirements, during the 2-year period preceding the date of filing the transfer restriction with the SEC Office, unless a waiver has been granted by the SEC Office; Has registered the transfer restrictions with the SEC Office; and Has submitted the draft terms and conditions of the debentures, the draft debenture holders' representative appointment agreement (if any), and details of the intended use of proceeds from the offering to the SEC Office. General Qualifications for Debentures Not contain provisions allowing the Issuers to defer or cancel interest or other payments, effect a write-down or write-off of the debentures, or implement a waterfall payment structure; and Bears either a fixed interest rate or a floating interest rate linked to a financial institution's interest rate or another reference rate, or be issued as zero-coupon bonds. Offering Method and Offering Period The Issuers must conduct the offering on a private placement basis, meaning that the offering must not be advertised to the public and the offering documents must be distributed only to persons falling within the relevant category of investors or within the applicable numerical limits prescribed for the relevant offering type. While a PP10 offering is not subject to any prescribed offering period, the Issuers should nonetheless consider conducting the offering within a reasonable timeframe to ensure that the information provided to investors remains current. Post-Offering Obligations The Issuers must use the proceeds from the offering in accordance with the purposes notified to the SEC Office. The issuers are also required to report to the SEC Office any early redemption of the debentures, the use of proceeds from the offering, and the results of the offering. Convertible Debenture In addition to conventional debentures, a private limited company may consider issuing convertible debentures, which grant investors the right to convert the debentures into shares of the Issuers. Convertible debentures combine both debt and equity features and may align the interests of the Issuers and investors by allowing investors to participate in the future growth and potential increase in the value of the Issuer’s shares. Under Capital Market Supervisory Board Notification TorJor. 25/2565 Re: Private Placement Offerings of Newly Issued Securities by Limited Companies (as amended) and Notification GorJor. 32/2565 Re: Exemption from Filing a Registration Statement for Convertible Debentures Issued by Limited Companies, the scope of the exemptions available to private placement offerings of convertible debentures is broader than that applicable to offerings of conventional debentures, as the Issuers may offer convertible debentures to institutional investors without being subject to the 10-offeree limitation and may also make offerings under the PP10 regime to a broader range of eligible investors beyond UHNW investors and HNW investors, as summarized below: Instruments Type of investors Institutional investors UHNW investors / HNW investors Other investors Debentures PP10 - Offerees ≤ 10 within any 4-month period PP10 - Offerees ≤ 10 and Offering value ≤ THB 50 million × Convertible Debentures No limit PP10 - Offerees ≤ 10 and Offering value ≤ THB 50 million/1 Remark:      /1 Offering convertible debentures on PP10 basis is not available to a small enterprise, determined by the number of employees and annual revenue. In offering convertible debentures on a private placement basis, the Issuers must comply with the general requirements applicable to private placement offerings, as discussed above in relation to debenture offerings. In addition, given that convertible debentures carry conversion rights into shares, the Issuer must obtain a shareholders' resolution approving the issuance of a sufficient number of shares to accommodate the exercise of such conversion rights and register such resolution with the Department of Business Development (“DBD”). Upon completion of the offering of the convertible debentures, the company must submit a report on the results of the offering to the SEC Office. If any investors exercise their conversion rights, the company must also report the resulting issuance of shares to the SEC Office and register the corresponding capital increase with the DBD. Whether an Issuer should raise funds through conventional debentures or convertible debentures will ultimately depend on the commercial objectives of both the Issuer and the investors, the intended investor base, and the specific circumstances of the proposed offering. A careful assessment of the available structures and the applicable regulatory requirements is therefore essential before undertaking any fundraising exercise.