SEC questions CHO's 1.4 billion baht software acquisition

Khaosod•Economy•2d ago

Reader Briefing

The SEC has ordered CHO to explain and review the reasonableness of a 1,400 million baht software acquisition that significantly exceeds the IFA's fair value assessment.

•The SEC ordered CHO to clarify the software purchase by August 27, 2026.
•The Independent Financial Advisor (IFA) valued the software at 131.11-146.46 million baht, while the purchase price is 1,400 million baht.
•CHO plans to issue 190.47 million preferred shares at 7.35 baht per share as payment for the assets.
•An extraordinary general meeting of shareholders (EGM) is scheduled for August 28, 2026.

Overview

•The SEC ordered CHO to provide additional information and review the reasonableness of the software acquisition transaction by August 27, 2026.
•CHO plans to hold the 1/2026 Extraordinary General Meeting of Shareholders on August 28, 2026, to approve the allocation of 190.47 million shares for a private placement (PP) at 7.35 baht per share.
•The total value of the software acquisition is 1,400 million baht, while the IFA estimated the fair value at only 131.11-146.46 million baht.
•The SEC noted that the purchase price is 9-10 times higher than the IFA's fair value assessment.
•The SEC raised concerns regarding the lack of evidence that the software, completed in 2024, has been used to generate commercial revenue.
•The SEC questioned the reasonableness of the assumptions used by the foreign appraiser to determine the 1,400 million baht price.
•The SEC requires CHO to disclose the requested information via the SETLink system before the shareholder meeting on August 28, 2026.
•After the PP share allocation, the investors will hold a 19.91 percent stake and become the highest voting shareholders of CHO.

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Key Entities

Organization

SEC(ก.ล.ต.)

The regulatory body that ordered CHO to clarify the software acquisition and review its reasonableness.

CHO

The company intending to acquire software valued at 1,400 million baht through a private placement of shares.

IFA

The Independent Financial Advisor that assessed the fair value of the software at 131.11-146.46 million baht.

SETLink

The system through which the SEC ordered CHO to disclose information.

Law

Securities and Exchange Act 1992(พระราชบัญญัติหลักทรัพย์และตลาดหลักทรัพย์ พ.ศ. 2535)

The law under which the SEC exercised its power according to Section 58 (1) to order CHO to provide information.