Thailand’s Board of Investment (BOI) has extended its previously announced period for reduction of import duty on imported raw and essential materials for battery manufacturing for electric vehicles and other applications. The BOI’s announcement No. 5/2565 dated August 8, 2022, extended the reduction period to a maximum of five years. The BOI’s promoted activities list includes two battery-manufacturing business activities: Activity 4.8.3.1 – Battery manufacturing Activity 5.2.6.1 – High energy density battery manufacturing Qualifying battery manufacturers who have cell or module manufacturing processes are eligible for 90% import duty reductions on raw and essential materials that cannot be produced in Thailand. These reductions will be available on an annual basis, and are renewable for five years in total—up from the original two years. Existing projects (i.e., those which have the original two-year duration in their BOI certificate) can also benefit from the extension by preparing a project amendment form, along with a clarification letter and supporting documents, for submission to the BOI office. For more details on these customs duty reductions, or on any aspect of investment promotion in Thailand, please contact Charuwan Charoonchitsathian at [email protected] or +66 2056 5657, or Napassorn Lertussavavivat at [email protected] or +66 2056 5662.

Indemnification clauses are common contractual provisions in many jurisdictions including Thailand, but enforcing them can be challenging in the eyes of Thai law. In general, to “indemnify” means to hold another party free of responsibility for a potential risk or loss. When one party (i.e., the “indemnitor”) indemnifies another party (i.e., the “indemnitee”), the indemnitor is obligated to pay or compensate the indemnitee for any liabilities or losses (within the scope agreed in the contract). In this way, an indemnification clause can be a useful provision to shift responsibility for potential risks from one party to another. In some jurisdictions, “indemnity” includes the recovery of attorneys’ fees incurred by the indemnitee. It may even carry with it the duty to defend or fund the defense of any claim brought against the indemnitee. If that is the case, even though the contract does not say so, the indemnitor would have to hire an attorney and pay the legal fees for the indemnitee. In contracts that contain an indemnification clause, the indemnity would typically include the duty to defend. Let’s use a case example to elaborate this point. In this hypothetical case, a supplier of machinery agrees to indemnify and defend a retailer against claims from the retailer’s customer in the event that a purchased machine becomes defective. As a result, besides being responsible for the damages that the retailer may suffer based on contract law or negligence, the supplier must also pay for the lawyers to defend the retailer if the customer decides to sue. In Thailand, this kind of indemnification clause may not be enforceable. Unlike contract rules in many jurisdictions, Thai contract law is silent on “contractual indemnity.” It is commonly understood in Thailand (and confirmed by Supreme Court decision 7943/2542) that “indemnity” means “compensation” under section 222

On July 21, 2022, Vietnam’s Ministry of Industry and Trade (MOIT) submitted Report No. 126/BC-BCT to the Prime Minister regarding the mechanism for transitional wind and solar power projects. In this report, the MOIT proposed some recommendations to explicitly address difficulties for outstanding wind and solar power projects (“Transitional Projects”) which have been developed under the Prime Minister’s Decision No. 13/2020/QD-TTg dated April 6, 2020, on the development of solar power projects (Decision 13) and Decision No. 37/2011/QD-TTg dated June 29, 2011, on the development of wind power projects (Decision 37), as amended by Decision No. 39/2018/QD-TTg dated September 10, 2018 (Decision 39). The Transitional Projects primarily include those which have completed construction but have not yet been put into operation, and those which have been put into operation but for which the power price has not yet been decided, due to missing the deadline set forth under the aforementioned decisions to be eligible for the feed-in-tariff (FIT). In particular, the MOIT has proposed the following key recommendations to the Prime Minister: Mechanism for Transitional Projects The MOIT proposes two options: Option 1: Developers of the Transitional Projects negotiate and sign power purchase agreements (PPA) with Vietnam Electricity (EVN) within the price framework issued by the MOIT in accordance with the Law on Electricity, the Law on Prices, and their subordinate guiding legislation; or Option 2: The Prime Minister formulates a new decision specifying the mechanism for bidding on the purchase of power produced by the Transitional Projects, estimated to be implemented for the time limit of three years and within the price framework issued by the MOIT. Mechanism for future wind and solar power projects The MOIT proposes to apply the mechanism that developers of future wind and solar projects negotiate the power price and sign the PPA

Thailand’s Securities and Exchange Commission and the Stock Exchange of Thailand (SET) have opened a public hearing period on proposed changes to requirements for IPO securities issuers and other regulations relating to companies listed on the SET and the Market for Alternative Investment (MAI). The proposed changes aim to prevent the use of publicly offered securities to avoid or violate strict regulations on investment management. During the public hearing period, interested parties may submit comments on the proposed rules until August 18, 2022, with the finished regulations expected to be issued soon after. Key Proposed Changes to Rules for Securities Issuers Under the proposed rule adjustments, securities issuers (i.e., operating companies, holding companies, or foreign companies that request a public offering) must not be investment companies, except for companies or subsidiaries undertaking financial institution business (e.g., commercial banks, finance companies, credit foncier companies, securities companies, and life/non-life insurance companies). “Investment company” refers to a company that has more than 40 percent of its total assets as passive investments in securities, derivatives (excluding for hedging purposes) or digital assets. When considering whether a company that has a subsidiary is classified as an investment company, it will be determined based on the consolidated financial statement. Excluded from such classification are investments for low-risk liquidity management (i.e., bank deposits, government bonds, debt instruments backed by the Ministry of Finance, money market mutual funds, or fixed-income funds); affiliate companies that do not operate as investment companies; subsidiary companies under the same group company; and investments in business networks, synergies, or value chains. Key Proposed Changes to Rules for Listed Companies A company with the characteristics of an investment company mentioned above is not allowed to list its securities on the SET or the MAI. Companies listed on SET and MAI with more than