Thailand’s Board of Investment (BOI) now requires data center projects to demonstrate measurable benefits for local workforce development, R&D, SME capability, and domestic supply chains to qualify for corporate income tax (CIT) exemptions. BOI Notification No. Por. 3/2569, issued on February 6, 2026, updates the requirements for projects seeking promotion under BOI category 8.2.1 (data centers). All data center projects must now submit and implement plans covering development of Thai human resources and domestic supply chain support before benefiting from any CIT exemption. Human Resources Development Plan The BOI seeks to promote local talent development beyond basic training. Plans must include the following elements: Training for data center design, construction, and operations targeting vocational students, engineering and ICT undergraduates and postgraduates, and energy and building personnel in Thailand. Joint curricula with Thai universities and technical institutes. Collaborative R&D with Thai nationals or institutions in areas including AI, resource allocation, high-performance computing, and data center hardware and systems. Thai SME upskilling in electrical and energy systems and IT services. Domestic Supply Chain Support Plan Plans must demonstrate knowledge transfer in design, construction, cooling, security, and power and water management. Projects must also include usage or installation of domestically manufactured equipment or engage specialist domestic entities. Criteria for BOI Evaluation The BOI will assess data center operators’ eligibility for CIT incentives based on two criteria: Scale requirement: Training and joint-curriculum initiatives must reach a total participants equal to at least 10 times the project headcount and run for the duration of the CIT incentive. If this threshold is not met, the applicant must also implement continuous R&D or SME skills-development plans throughout the incentive period. Substantiality test: Supply-chain plans must be substantive, meet industry standards, and show measurable development of the domestic digital and data center supply base. To ensure compliance,

Tilleke & Gibbins has updated the Vietnam chapter in the newly released Licensing 2026 guide, published by Lexology Panoramic. The comparative guide provides companies and other interested readers with information on licensing law and practice in various countries around the world. Licensing 2026 provides detailed information on the following topics: Restrictions, laws and licensing arrangements Intellectual property issues: Paris Convention for the Protection of Industrial Property, contesting the validity of licensor’s IP rights, invalidity and expiry of IP rights, security interests, proceedings against third parties, sublicensing, jointly owned IP, first to file, scope of patent protection, trade secrets, copyright Software licensing: Perpetual licensing, legal requirements, user restrictions Royalties and payments, currency conversion, and taxes: Relevant legislation, restrictions, taxation of foreign licensors Competition law issues: Restrictions on trade, legal restrictions, and IP-related court rulings Indemnification, disclaimers, and damages: Prevalence and enforceability of indemnity provisions and contractual waivers of damages Termination: Right to terminate, impact of termination Bankruptcy: Impact of licensee or licensor bankruptcy Dispute resolution: Governing law, arbitration, enforceability, injunctive relief, contractual waivers The Vietnam chapter is available below as a PDF. Readers can gain 30 days of complementary access to the full Licensing 2026 guide and the rest of Lexology Panoramic’s varied offerings through this link.

Thailand’s Securities and Exchange Commission (SEC) has overhauled its approach to related-party transactions (RPTs) by issuing new rules that simplify approval processes while expanding oversight. Capital Market Supervisory Board Notification No. TorJor. 46/2568 will replace the longstanding Notification No. TorJor. 21/2551, which has governed RPT compliance for over a decade. The new regulation takes effect on July 1, 2026. Any RPT matters approved by a company’s board of directors or approved for shareholders’ approval before that date remain subject to Notification No. TorJor. 21/2551. The new RPT rules will introduce significant changes that market participants should carefully consider. Consolidated Definitions Under the previous framework, key definitions relevant to RPT compliance were dispersed across multiple sources, including SEC notifications, Stock Exchange of Thailand (SET) regulations, and provisions of the Securities and Exchange Act (before amendments). The new regulation consolidates these definitions into a single notification. Concepts such as “related party” and “connected person,” as well as relevant transaction categories, are now more systematically organized and written in greater detail. The SET has yet to issue corresponding regulations, which should include more detailed related disclosure requirements. Unified Threshold and Mandatory Board Approval The most significant change under the new regulation is the elimination of the multitiered approval framework based on transaction type. Instead of various categories, transactions are now classified as either (1) financial assistance provided to related persons, or (2) other RPTs in order to determine the level of corporate approvals and disclosures for each transaction size in these categories, but the concept remains the same. Under the previous regulation, RPTs were divided into small, medium, and large transactions, with differing approval requirements. The new regulation effectively merges the small and medium categories. As a result, all RPTs must now be approved by the board of directors as a baseline

Thailand’s Securities and Exchange Commission (SEC) has issued a new regulation on material transactions (MTs) to govern asset acquisitions and disposals by listed companies and their subsidiaries. The new notification on MT criteria (No. TorJor. 45/2568) from the Capital Market Supervisory Board replaces the long-standing notification (No. TorJor. 20/2551) that has governed such matters. The SEC has also introduced parallel amendments to the country’s related-party transaction rules. The new regulation will take effect on July 1, 2026. Any MT matters approved by a company’s board of directors for shareholders’ approval before that date remain subject to Notification No. TorJor. 20/2551. Following that date, the new MT rules will introduce several significant changes that market participants should carefully consider. Expanded Scope of Material Transactions One of the key changes under the new regulation is the expansion of the definition of MTs, which now expressly covers financial assistance and certain lease and business lease arrangements that are not in the ordinary course of business of the listed company or its subsidiaries. For financial assistance, this includes lending, granting credit, providing guarantees, or entering into any arrangement that increases the company’s financial obligations, particularly where the recipient is facing liquidity issues or unable to repay debts. Other forms of financial support also fall within scope. However, whether the provision of collateral for others qualifies as an MT remains somewhat unclear, since no disposal of assets occurs for the provider of collateral. This issue remains to be carefully considered. For lease-related transactions, the MT rules now specifically include the lease or hire-purchase of all or part of a business or assets operated by or belonging to a listed company or its subsidiaries. New Exemptions The new regulation introduces clearer exemptions for transactions between a listed company and its subsidiaries or among subsidiaries, which