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shareholders (other than the tender offeror, its concert parties and

related parties of the foregoing) does not exceed 5% of the total
(14)
number of the issued shares of the delisted company. As such, even

after the delisting, the delisted company may still be subject to the
regulatory requirements on a related-party transaction and class

transaction. Furthermore, with no squeeze-out rule, there may remain

certain numbers of minority shareholders in the delisted company. Due

to such remaining regulatory requirements, the acquirer may not be

able to freely control and manage the delisted portfolio company even

after the delisting.

(14)
Under the Notification of the Capital Market Supervisory Board No. 20/2558, a public limited
company which is not obliged to prepare a report and disclose information on financial
condition and business performance shall be exempted from being subject to Chapter
3/1 of the SEC Act. In this regard, under Section 41(3) of the Notification of the Capital
Market Supervisory Board No. 44/2556, a delisted company shall be no longer obliged to

prepare and submit a report on the financial condition and business performance of the
company if it is voluntarily delisted from the SET and satisfies any one of the following
conditions: (a) after the delisting tender offer, the percentage of shares held by the
remaining shareholders (other than the tender offeror, its concert parties and related parties
of the foregoing) does not exceed 5% of the total number of the issued shares of the
delisted company; (b) all shareholders have consented in writing that they do not wish to
receive information under this Notification; and (c) the companyûs board of directors has
passed a resolution approving the general offer to purchase shares and warrants from
securities holder and has proceeded the procedures as prescribed in Section 42 of this

Notification.

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