CONTENTS /GUUCIG HTQO %JCKTOCP CPF VJG %JKGH 'ZGEWVKXG 1HÌEGT
5
2. Report of the Audit Committee
6
3. Board of Directors
9
4. Executive Committee and Subsidiary’s Management
19
5. Highlight Events of 2014
26
6. Online Games Launching in 2014
35
7. Policy and Overview of the Group’s Business
38
8. Nature of Business
41
9. Risk Factors
59
10. General Information
62
11. Information of Securities and Shareholders
71
12. Management Structure
73
13. Corporate Governance
81
14. Corporate Social Responsibility
90
15. Internal Control and Risk Management
97
16. Connected Transactions
99
17. Statement of the Board of Directors’ Responsibilities for the Financial Reporting
103
18. Financial Highlight
104
19. Management Discussion and Analysis of Financial status and Operating Results
105
20. Financial Statement
111
Next Step of Asiasoft
163
ANNUAL REPORT 2014
1.
005
MESSAGE FROM CHAIRMAN AND CHIEF EXECUTIVE OFFICER
2014 was another remarkable year that Asiasoft has overcome the ever-changing and evolving scene of the online gaming market. As the market tends towards mobility and competitive gaming, we are seeing a rise in casual gamers for mobile games as well as growing market shares in eSports products that have been replacing the traditional PC games. The shift and expansion of this market trend has, in turn, opened up the world of games to fresh sets of eyeballs and a wider scope of gaming interests. We also observe that the overall market share of online games which involves Massively Multiplayer Online (MMO) has been increasingly restrained, causing many game developers to jump on the bandwagon and set their new priorities to developing mobile games. Increasingly, more gamers are also dividing more of their time for their MMO favorites on PC to more mobile games on their hand-held devices - a trend that is even common among hardcore gamers. (TQO VJG RGTHQTOCPEG QH VJKU [GCT #UKCUQHV JCU OCFG VJG XGT[ ĂŒTUV NQUU UKPEG [GCTU QH DWUKPGUU DGECWUG QH VJG impairment provisions and the need to write off some game licenses that went against the trends we identify in Southeast Asian gaming market and competition we face today; this includes losses from investments in subsidiary companies as well. 9G JCXG VJGTGHQTG TGUVTWEVWTGF QWT DWUKPGUU 6JGTG JCF DGGP OGTIGTU CPF CESWKUKVKQPU CU YGNN CU VJG ENQUG FQYP QH URGEKĂŒE FGRCTVOGPVU KP QWT QHĂŒEGU KP +PFQPGUKC CPF 6JCKNCPF VJCV FKF PQV OGGV YKVJ VJG RTQĂŒV VCTIGVU 6JGUG CEVKQPU JCF DGGP VCMGP UWEJ VJCV VJG GHĂŒEKGPE[ QH VJG GZGEWVKQP CPF CFOKPKUVTCVKQP ECP DG KORTQXGF CPF DG OQTG TGURQPUKXG VQ VJG KPFWUVT[ YG foresee in the near future. Most importantly, the Company has reorganized its execution and management structure through adapting new market strategies. The executive team has also re-targeted and prioritized the expansion of investments into the growing mobile games market and less in PC genres that are now on the losing end of the market. Gaining a foothold in the mobile games market gave us a reason to also create and foster special communities for mobile gamers so that we may listen to their feedback and ideas and continually improve to enhance their gaming experience and satisfaction with our services. Asiasoft has also began investing in application development that caters to the needs of a typical mobile user in gaming and other lifestyle entertainment. )TCVKVWFG KU GZRTGUUGF VQYCTFU GXGT[QPG YJQ JCU UVC[GF YKVJ WU VJTQWIJ VJG FKHĂŒEWNV [GCT QH VJKU KPENWFGU VJG management teams and all staff who dedicated their utmost commitment to walk through long and winding roads with us, every customer and user who have been supporting us all these years as well as business alliances that put their trusts in our DWUKPGUU /QUV QH CNN VJCPMU VQ CNN UJCTGJQNFGTU HQT VJGKT EQPĂŒFGPEG KP #UKCUQHV 6JTQWIJQWV VJG [GCTU QH QWT DWUKPGUU YG unduly strive to keep our organization on the top of the list, as the leading publisher in the Southeast Asian gaming market we always were.
Mr. Tan Tgow Lim Chairman
Mr. Pramoth Sudjitporn %JKGH 'ZGEWVKXG 1HĂŒEGT
006
ANNUAL REPORT 2014
2.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Asiasoft Corporation Public Company Limited consists solely of three independent FKTGEVQTU YKVJ VJG SWCNKĂŒECVKQPU UGV HQTVJ D[ VJG 5GEWTKVKGU 'ZEJCPIG %QOOKUUKQP K G /T %JCNGTORJQPI ,KVMWPVKXQPI as Chairman of the Audit Committee, Mrs. Monluedee Sookpantarat and Mr. Thanwa Loahasiriwong, as Audit Committee Member. The Audit Committee has always performed its work in accordance with duties and responsibilities that assigned by the Board of Director and under the charter of Audit Committee that comply with the best practice guidelines for audit committee, relative Rules and Regulations of the Stock Exchange of Thailand. During the year 2014, the Audit Committee met totally 6 times together with the Management, the Account and Finance Department, Outsourced Internal Audit and the external auditors every quarter depending on the relevant agenda which can be concluded as follows:
'PUWTG CEEWTCVG CPF CFGSWCVG ĂŒPCPEKCN TGRQTVU
6Q TGXKGY VJG SWCTVGTN[ CPF [GCTN[ EQORCP[ÂżU ĂŒPCPEKCN UVCVGOGPVU VQIGVJGT YKVJ VJG GZVGTPCN CWFKVQTU CPF VJG /CPCIGOGPV D[ SWGUVKQPKPI FKUEWUUKPI CPF CFXKUKPI QP EGTVCKP KUUWGU CPF OCVVGTU TGNCVKPI VQ VJG EQORCP[ÂżU ĂŒPCPEKCN reports. In addition, the Audit Committee held the meeting with external auditors without management 1 time, in order to grant external auditors the opportunity to express any problems and recommendation. 6JG #WFKV %QOOKVVGG KU QH VJG QRKPKQP VJCV VJG ĂŒPCPEKCN UVCVGOGPVU QH VJG EQORCP[ CPF KVU UWDUKFKCTKGU YGTG prepared in accordance with generally accepted accounting standards and were presented accurately and fairly with adequate information disclosure. 'PUWTG UWKVCDNG CPF GHĂŒEKGPV KPVGTPCN EQPVTQN CPF KPVGTPCN CWFKV U[UVGOU CU YGNN CU VQ TGXKGY VJG KPFGRGPFGPEG QH KPVGTPCN CWFKV QHĂŒEG To review internal audit systems, approve the structure of the internal audit plans, acknowledge the result of auditing including the evaluation of the adequacy of the company’s internal control system together with Outsourced Internal Audit.
The Audit Committee is of the opinion that the company has appropriate and adequate internal control and audit systems.
%QPUKFGT GNGEV CPF PQOKPCVG VJG EQORCP[ÂżU QWVUQWTEGF KPVGTPCN CWFKV HQT VJG [GCT
The Audit Committee considers, elects and nominates Unique Advisor Company Limited as the outsourced internal audit for the year 2015 and Unique Advisor Company Limited has assigned Mr. Kosol Yamleemul, Managing Director, to be the Project Leader and responsible for the performing of the Company’s internal audit in the part of Mobile Revenue. In Addition, the Audit Committee considers, elects and nominates Baker Tilly Monteiro Heng Governance Sdn. Bhd. as the outsourced internal audit of CIB Development Sdn. Bhd. in Malaysia for the year 2015 and Baker Tilly Monteiro *GPI )QXGTPCPEG 5FP $JF JCU CUUKIPGF /T -WCP ;GY %JQQPI *GCF QH +PVGTPCN #WFKV )QXGTPCPEG #FXKUQT[ VQ DG the Project Leader and responsible for the performing of CIB Development Sdn. Bhd.’s internal audit in the part of Revenue Cycle and Collection Control, Purchasing Cycle and Spending Control.
ANNUAL REPORT 2014
007
The Audit Committee has cQPUKFGTGF VJG SWCNKĂŒECVKQP QH 7PKSWG #FXKUQT %QORCP[ .KOKVGF CPF /T -QUQN ;CONGGOWN CPF JCU VJG QRKPKQP VJCV /T -QUQN ;CONGGOWN KU VJG GHĂŒEKGPV CRRTQRTKCVG HQT RGTHQTOKPI UWEJ KPVGTPCN CWFKV DGECWUG JG KU KPFGRGPFGPV KPVGTPCN CWFKVQT CPF JCU OQTG VJCP [GCTU GZRGTKGPEGF KP RTQXKFKPI KPVGTPCN CWFKVKPI *G KU C %GTVKĂŒGF 2WDNKE #EEQWPVCPV %2# C %GTVKĂŒGF +PVGTPCN #WFKVQT %+# CPF C %GTVKĂŒGF (KPCPEKCN 5GTXKEG #WFKVQT %(5# +P CFFKVKQP VJG #WFKV %QOOKVVGG JCU EQPUKFGTGF VJG SWCNKĂŒECVKQP QH $CMGT 6KNN[ /QPVGKTQ *GPI )QXGTPCPEG 5FP Bhd. and /T -WCP ;GY %JQQPI CPF JCU VJG QRKPKQP VJCV /T -WCP ;GY %JQQPI KU VJG GHĂŒEKGPV CRRTQRTKCVG HQT RGTHQTOKPI UWEJ internal audit because he is independent internal auditor and has more than 15 years experienced in providing internal CWFKVKPI *G KU C /GODGT QH VJG #UUQEKCVKQP QH %JCTVGTGF %GTVKĂŒGF #EEQWPVCPVU #%%# %JCTVGTGF #EEQWPVCPV YKVJ VJG Malaysian Institute of Accountants (MIA) and Chartered Member of the Institute of Internal Auditors Malaysia. 'PUWTG EQORNKCPEG YKVJ NCYU RGTVCKPKPI VQ UGEWTKVKGU CPF VJG UVQEM GZEJCPIG TGIWNCVKQPU QH VJG 5VQEM 'ZEJCPIG QH
6JCKNCPF 5GEWTKVKGU CPF 'ZEJCPIG %QOOKUUKQP CPF NCYU EQPEGTPKPI EQORCP[ DWUKPGUU The Audit Committee is of the opinion that the company has complied with relevant rules and regulations that concerning company business.
%QPUKFGT GNGEV CPF PQOKPCVG VJG EQORCP[ÂżU CWFKVQTU HQT VJG [GCT
To propose to the company’s Board of Directors to recommend at the shareholders’ meeting the appointment of GZVGTPCN CWFKVQTU HTQO 2TKEGYCVGTJQWUG%QQRGT #$#5 .VF CU VJG %QORCP[ÂżU CWFKVQT HQT ĂŒUECN [GCT CPF 2TKEGYCVGTJQWUG%QQRGT #$#5 .VF JCU CUUKIPGF /T 2KUKV 6JCPIVCPCIWN %GTVKĂŒGF 2WDNKE #EEQWPVCPV 6JCKNCPF 0Q 4095, to be the Project Leader and responsible for the performing of the Company’s external audit of the Company because they are independent auditors, has knowledge, ability and experience providing external auditing with the authority, duties, and responsibilities set forth by the Securities and Exchange Commission. %QPUKFGT VJG VTCPUCEVKQPU YKVJ TGNCVGF RCTVKGU CPF VTCPUCEVKQPU YKVJ EQPĂ?KEV QH KPVGTGUV KP NKPG YKVJ TGNGXCPV NGIKUNCVKQPU CPF TGIWNCVKQPU To review process, practice, regulations and articles of association of the Company in order that the approved VTCPUCEVKQPU CPF FKUENQUWTG EQORN[ YKVJ VJG TWNGU QT PQVKĂŒECVKQP QH VJG Stock Exchange of Thailand as accurate and complete. The Audit Committee is of the opinion that the transactions to be in order and are in the best interest of the company with adequate information disclosure.
5GNH #UUGUUOGPV
The Audit Committee conducted collective self-assessment in order to guide whether the performance of the Audit Committee is in accordance with the entire scope of responsibilities or not. The Self-Assessment showed that the Audit Committee performed mainly of their duties in accordance with the entire scope of responsibilities.
1VJGTU
8.1 Reviewing the information disclosed to the Stock Exchange of Thailand and the Securities and Exchange commission, as disclosed in the Company’s annual report year 2014 (Form 56-2) and in the annual information disclosure form as at December 31, 2014 (Form 56-1). 8.2 Reporting the Audit Committee’s activities to the Board of Directors periodically. 8.3 Reviewing the Charter of Audit Committee for ensuring the Charter of Audit Committee is update and suitable for the Organization Environment.
008
ANNUAL REPORT 2014 8.4 The record of attendance of the Audit Committee members is summarized as follows:
.KUV QH #WFKV %QOOKVVGG
0WODGT QH #VVGPFCPEG 6QVCN /GGVKPI KP 6KOGU
/T %JCNGTORJQPI ,KVMWPVKXQPI
6/6
2. Mrs. Monluedee Sookpantarat
6/6
3. Mr. Thanwa Laohasiriwong
6/6
On behalf of the Audit Committee
/T %JCNGTORJQPI ,KVMWPVKXQPI Chairman of the Audit Committee 23 February 2015
010
ANNUAL REPORT 2014
ANNUAL REPORT 2014
CHAIRMAN /T 6CP 6IQY .KO Chairman Educational Background • Business Administration, Cambridge GCE Ordinary Level; Presbyterian Boys School in Singapore Work Experiences • Chairman; Asiasoft Corporation Public Company Limited • Director; Asiasoft International Company Limited • Director; Asiasoft Online Pte. Ltd. • Director; AS Online Sdn. Bhd. • Director; PT. Asiasoft • Director; CIB Development Sdn. Bhd. • Director; Trilight Cove Enterprises Ltd. • Director; Level Up! Inc. • Director; Playpark Inc. Training Program organized by Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP 50/2006) Illegal Record in past 10 years • None
011
012
ANNUAL REPORT 2014
ANNUAL REPORT 2014
VICE CHAIRMAN /T 2TCOQVJ 5WFLKVRQTP Vice Chairman Educational Background • Bachelor of Business Administration; Bangkok University Work Experiences (Present) Æ 8KEG %JCKTOCP %JKGH 'ZGEWVKXG 1HĂŒEGT CPF %JCKTOCP QH 'ZGEWVKXG %QOOKVVGG Asiasoft Corporation Public Company Limited • Director; A Capital Company Limited • Director; Playpark Company Limited (former name Funbox Company Limited) • Director; Miryn Innovation Company Limited Work Experiences (Former) • Director; Asiasoft Online Pte. Ltd. Training Program organized by Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP 50/2006) Illegal Record in past 10 years • None
013
014
ANNUAL REPORT 2014
BOARD OF DIRECTORS
4
1 5
2 3
1 2 3 4 5
/T .GTVEJCK -CPRCK Director /T 5WTCUCM -JCQTQRVJCO Director /T %JCNGTORJQPI ,KVMWPVKXQPI
Independent Director and Chairman of the Audit Committee
/T 6JCPYC .CQJCUKTKYQPI
Independent Director and Audit Committee Member
/TU /QPNWGFGG 5QQMRCPVCTCV
Independent Director and Audit Committee Member
ANNUAL REPORT 2014
1
015
/T .GTVEJCK -CPRCK Director Educational Background • Bachelor of Laws; Ramkhamhaeng University Work Experiences (Present) • Director and Managing Director; Asiasoft Corporation Public Company Limited • Director; Asiasoft International Company Limited Work Experiences (Former) • Director; Playpark Company Limited • Director; A Capital Company Limited • Director; Funbox Company Limited Training Program organized by Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP 51/2006) Illegal Record in past 10 years • None
2
/T 5WTCUCM -JCQTQRVJCO Director Educational Background • MBA, Business Administration, Major in Finance; University of Pennsylvania – the Wharton School Æ /5% 'PIKPGGTKPI 5EKGPEG KP +PFWUVTKCN 1RGTCVKQPU 'PIKPGGTKPI Major in Operations Research; University of Michigan – Ann Arbor • Bachelor Degree, Electrical Engineering; King Mongkut Institute of Technology – Ladkrabang Work Experiences • Director; Asiasoft Corporation Public Company Limited • Managing Director; Private Equity (Thailand) Company Limited • Director; SNC Former Public Company Limited • Independent Director; Somboon Advance Technology Public Company Limited • %QORGPUCVKQP 0QOKPCVKQP %QOOKVVGG /GODGT 5QODQQP #FXCPEG 6GEJPQNQI[ 2WDNKE %QORCP[ .KOKVGF • Executive Director; Somboon Advance Technology Public Company Limited) • Director; Altus Advisory Company Limited • Director; Mc Group Public Company Limited Training Program organized by Thai Institute of Directors Association (IOD) • Directors Accreditation Program (DAP 9/2004) Illegal Record in past 10 years • None
016
ANNUAL REPORT 2014
3
/T %JCNGTORJQPI ,KVMWPVKXQPI Independent Director and Chairman of the Audit Committee Educational Background • Master of Laws; Cornell University, USA • Barrister at laws (Thai Bar) • Bachelor of Laws (Hons.); Chulalongkorn University • Graduate Diploma in Business Laws; Thammasat University Work Experience • Director, Independent Director and Chairman of the Audit Committee; Asiasoft Corporation Public Company Limited • #VVQTPG[ &QOPGTP 5QOIKCV $QQPOC .CY 1HÌEG .KOKVGF Training Program organized by Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP 53/2006) • Understanding the Fundamental of Financial Statements (UFS 9/2007) 5RGEKÌE -PQYNGFIG QT 'ZRGTVKUG • Law Illegal Record in past 10 years • None Business Relationship with the Company • None
ANNUAL REPORT 2014
4
/T 6JCPYC .CQJCUKTKYQPI Independent Director and Audit Committee Member Educational Background • Bachelor Degree, Computer Engineering; King Mongkut Institute of Technology – Ladkrabang Work Experiences (Present) • Director; Prime Renewable Energy Co., Ltd. • Director; F.A.S.T Solutions Co., Ltd. • Chairman of Audit Committee; Thai Plastic Bags Industries Company Limited • Director and Acting for President; TOT Public Company Limited • Director (Expert); Finance and Asset Committee, King Mongkut’s Institute of Technology Ladkrabang • Independent Director and Member of Audit Committee; Easy Buy Public Company Limited • Director; Independent Director and Audit Committee Member, Asiasoft Corporation Public Company Limited • Columnist; Prachachart turakij newspaper Work Experiences (Former) • Independent Director and Member of Audit Committee; %QOOWPKECVKQP 5[UVGO 5QNWVKQP 2WDNKE %QORCP[ .KOKVGF • Managing Director; IBM Thailand Company Limited • Director and Country Manager; System and Technology Group IBM Thailand Company Limited • Director; IBM Solution Delivery Company Limited Training Program organized by Thai Institute of Directors Association (IOD) • &KTGEVQT %GTVKĂŒECVKQP 2TQITCO &%2 • %GTVKĂŒECVKQP 5WEEGUUHWN (QTOWNCVKQP 'ZGEWVKQP QH 5VTCVGI[ 5(' 5RGEKĂŒE -PQYNGFIG QT 'ZRGTVKUG • Computer Illegal Record in past 10 years • None Business Relationship with the Company • None
017
018
ANNUAL REPORT 2014
5
/TU /QPNWGFGG 5QQMRCPVCTCV Independent Director and Audit Committee Member Educational Background • Master’s Degree in Accounting; Thammasat University • Graduate Diploma in Auditing; Thammasat University • Bachelor’s Degree in Accounting with 2nd class honors, and Major in Accounting; Thammasat University • Ă &KTGEVQTU &KRNQOCĂ‚ HQT VJG &KTGEVQTU %GTVKĂŒECVKQP 2TQITCO YKVJ TGHGTGPEG VQ HGNNQY /GODGT • Ă 6JG %GTVKĂŒECVG QH %QORNGVKQPĂ‚ HQT VJG &KTGEVQTU %GTVKĂŒECVKQP 2TQITCO %NCUU • %GTVKĂŒGF 2WDNKE #EEQWPVCPV 6JCKNCPF .KEGPUG 0Q Work Experiences (Present) • Independent Director and Audit Committee Member; Asiasoft Corporation Public Company Limited • Visiting Lecturer; Faculty of Commerce and Accountancy, Thammasat University • Visiting Lecturer; Faculty of Accountancy, Bangkok University • Independent Director and Audit Committee Member; Plan B Media Public Company Limited • %JKGH (KPCPEKCN 1HĂŒEGT 0CXC 0CMQTP 2WDNKE %QORCP[ .KOKVGF • Vice President – Finance; Nava Nakorn Electricity Generating Company Limited Work Experiences (Former) • Director; Wave Entertainment Public Company Limited • &KTGEVQT CPF %JKGH (KPCPEKCN 1HĂŒEGT )TQWR QH 9CXG 'PVGTVCKPOGPV 2WDNKE %QORCP[ .KOKVGF • Group Financial Controller; Wave Media World Company Limited • #WFKV /CPCIGT 'TPUV ;QWPI 1HĂŒEG .KOKVGF Training Program organized by Thai Institute of Directors Association (IOD) • &KTGEVQT %GTVKĂŒECVKQP 2TQITCO &%2 • Director Diploma Award (Fellow Member) Class 11/2003 • Director Accreditation Program (DAP 34/2005) • Audit Committee Program (ACP 23/2008) 5RGEKĂŒE -PQYNGFIG QT 'ZRGTVKUG • Accounting, Reviewing of Accounting and Internal Audit Financial Statements Review Experience • CU VJG #WFKVQT QH 'TPUV ;QWPI 1HĂŒEG .KOKVGF • Âź CU VJG &KTGEVQT CPF %JKGH (KPCPEKCN 1HĂŒEGT QH )TQWR QH 9CXG 'PVGTVCKPOGPV 2WDNKE Company Limited Illegal Record in past 10 years • None Business Relationship with the Company • None
020
ANNUAL REPORT 2014
ANNUAL REPORT 2014
CHIEF FINANCIAL OFFICER /T )QJ -KCP -JQQP /T -GPP[ )QJ CFO Educational Background Æ 6JG #UUQEKCVKQP QH %JCTVGTGF %GTVKĂŒGF #EEQWPVCPVU #%%# 5KPICRQTG Work Experiences (Present) • CFO; Asiasoft Corporation Public Company Limited Work Experiences (Former) • Deputy Managing Director; Asiasoft Online Pte. Ltd. • Director; Cherubim Exchange Pte. Ltd. Training Program organized by Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP 101/2013) Illegal Record in past 10 years • None
021
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ANNUAL REPORT 2014
MANAGEMENT
2
1
4 3
1
/T -KVVKRQPI 2TWEMUC CTQQP Deputy Managing Director
2 3
/T 8KPCK 8KOWMVK Deputy Managing Director
4
/KUU 5CKLCK 4WEMKVVCPC Deputy Managing Director
/KUU 5KTKTCVV 9CKUCTC[WVV Deputy Managing Director
ANNUAL REPORT 2014
1
/T -KVVKRQPI 2TWEMUC CTQQP Deputy Managing Director Educational Background • BBA; Assumption University Work Experiences (Present) • Deputy Managing Director; Asiasoft Corporation Public Company Limited Work Experiences (Former) • Assistant Vice President / Director; MFEC Public Company Limited • Executive Director; Advance Intelligence Modernity Company Limited • Deputy Managing Director; Asys Computer Company Limited • General Manager; Advanced Research Group Company Limited Training Program organized by Thai Institute of Directors Association (IOD) • 5WEEGUUHWN (QTOWNCVKQP 'ZGEWVKQP QH 5VTCVGI[ %NCUU 5RGEKĂŒE -PQYNGFIG QT 'ZRGTVKUG • Business Management Illegal Record in past 10 years • None
2
/T 8KPCK 8KOWMVK Deputy Managing Director Educational Background • Master of Science; Illinois Institute of Technology • Bachelor of Science; Kasetsart University Work Experiences (Present) • Deputy Managing Director; Asiasoft Corporation Public Company Limited Work Experiences (Former) • Advisor IT; Bangkok Insurance Public Company Limited • President; Firstech Solution Company Limited Training Program organized by Thai Institute of Directors Association (IOD) • None 5RGEKĂŒE -PQYNGFIG QT 'ZRGTVKUG • Information Technology Illegal Record in past 10 years • None
023
024
ANNUAL REPORT 2014
3
/KUU 5KTKTCVV 9CKUCTC[WVV Deputy Managing Director Educational Background • Master of Business Administration; Southeastern University, USA • Bachelor of Arts; Thammasat University Work Experiences (Present) • Deputy Managing Director; Asiasoft Corporation Public Company Limited Work Experiences (Former) • Assistant Project Director; Asiasoft Corporation Public Company Limited Training Program organized by Thai Institute of Directors Association (IOD) • 5WEEGUUHWN (QTOWNCVKQP 'ZGEWVKQP QH 5VTCVGI[ %NCUU 5RGEKĂŒE -PQYNGFIG QT 'ZRGTVKUG • Project Management Illegal Record in past 10 years • None
4
/KUU 5CKLCK 4WEMKVVCPC Deputy Managing Director Educational Background • Master of Business Administration; Thammasat University • Bachelor of Accounting; Assumption University Work Experiences (Present) • Deputy Managing Director; Asiasoft Corporation Public Company Limited) Work Experiences (Former) • CFO; Danceman Company Limited • CFO; Thai Yanyon Company Limited • CFO; Poyry Infra Company Limited Training Program organized by Thai Institute of Directors Association (IOD) • None 5RGEKĂŒE -PQYNGFIG QT 'ZRGTVKUG • Accounting and Finance Illegal Record in past 10 years • None
ANNUAL REPORT 2014
025
SUBSIDIARY’S MANAGEMENT 1
2
3
/T 2KRCV 4WPITWCPI
• %JKGH 'ZGEWVKXG 1HÌEGT Playcybergames Co.,Ltd.
/KUU -GVGUCTC 2CTKP[CPWUQTP
• Managing Director; Thinkplus Digital Co.,Ltd.
/T 5WTCRQPI 9GGTCTCMFGCEJC
• Managing Director; Miryn Innovation Co.,Ltd
2
/T 3WCEJ 3WCPI &QPI • Managing Director; Asiasoft Online Pte. Ltd. • Managing Director; CIB Development Sdn. Bhd.
/T )GTT[ 9CK 7PI
• Managing Director; Trilight Cove Enterprises Ltd.
/T ,CUQP 0 5CP &KGIQ
• General Manager; Level Up! Inc.
3
1
026
ANNUAL REPORT 2014
5.
HIGHLIGHT EVENTS OF 2014 6JCKNCPF
#RTKN Asiasoft announced strategic partnership with Blizzard to launch Heroes of the Storm
,CPWCT[ .CWPEJGF 4CIPCTQM /QDKNG ĂŒTUV OQDKNG game
A.V.A Grand Master League 2014 Tournament
(GDTWCT[ Play@Home service, new version
Annual General Meeting 2014
/CTEJ “A� Day By Asiasoft, welcome new generation to the professional online entertainment world
/C[ Looking for new Caster Talent
ANNUAL REPORT 2014 Net Cafe Seminar 2014
Launched new application, @Key on Mobile
,WPG Playpark reached digital customers by Mobile ID
5GRVGODGT Asiasoft and Qihoo 360 announced partnership in Southeast Asia
,WN[ Playpark and DTAC launched Ragnarok Mobile on Android phone
1EVQDGT Audition : Best Music Game from Thailand Game Show Big Festival 2014
#WIWUV Launched Yulgang 2
0QXGODGT Playpark Fan Fest 2014 by Gigabyte
027
028
ANNUAL REPORT 2014 Playpark Cosplay Contest 2014 by SPONSOR
5KPICRQTG
#WIWUV Heroes of the Storm joined International Cosplay Day Singapore 2014
Strife joined COMEX 2014
,WPG Strife and PlayFPS Tournament at Campus Game Fest 2014
Sudden Attack joined MSI Gaming Fair 2014
MapleStory Amazin9 Anniversary
/CNC[UKC ,WN[ Phantasy Star Online 2 joined Cosfest 2014
,CPWCT[ MATIC 2014 in Cambodia
ANNUAL REPORT 2014
/CTEJ M.A.T 4th Anniversary and M.A.T Battle of the Clans 2014
/C[ All Activities to promote LYSS
Battle of the Clans tournament with Sudden Attack in Penang
D-Day Event with Strife
#RTKN Orange Gaming Party in Kuala Lumpur
,WPG Sudden Attack competition at Malaysia Invitation Tournament
029
030
ANNUAL REPORT 2014 Sudden Attack competition at State Tournament
LYSS joined Fiesta Economia in Kampar
Sudden Attack competition at Campus Game Fest 2014
Cybercafe Player Meetup in Kampar MATIC Qualifying Round for M.A.T
,WN[ MapleStory Amazin9 Anniversary
M.A.T International Challenge 2014 in China
#WIWUV Sudden Attack joined MSI Gaming Fair
.;55 LQKPGF ,QJQT 2% 'ZRQ Battle Sauce 2 on 2 Tournament in Selangor
ANNUAL REPORT 2014 Sudden Attack competition at Trionyx Vengeance
TLBB and DC Universe Online joined Digital Lifestyle Expo
5GRVGODGT Sudden Attack competition at Flash n Frag
Cabal Community Event
1EVQDGT TLBB joined Klang On9 Markets
Phantasy Star Online 2 and DC Universe Online joined AniManGaki 2014
Sudden Attack at Digital Campus 2014
DC Universe Online and World In Audition joined The Core : The Fair
031
032
ANNUAL REPORT 2014
0QXGODGT
8KGVPCO
E Star Arena
/C[ $KI 1HĂ?KPG QP RTQXKPEGU VQ TGOKPF Cabal users
,WPG Launched Cabal Online
&GEGODGT M.A.T Rakan Muda eSports Championship 2014 Opened VN server for DC Universe Online
FTZ Cyber Cafe Recruitment
,WN[ Vietnamese Sudden Attack team won the 3rd at PlayFPS Championship 2014
ANNUAL REPORT 2014 2nd Anniversary big party for 9Dragons in Ho Chi Minh and Hanoi
2JKNKRRKPGU #RTKN Asiasoft introduced Phantasy Star Online 2 and Strife at Ozine Fest 2014
5GRVGODGT Press Conference to announce Advance Dino
,WPG Level Up! Pro-Tour 2014, Finals
1EVQDGT 8th Anniversary big party for 3 Kingdoms in 10 provinces
DC Universe Online joined TOYCON 2014
,WN[ Cabal 6th Anniversary
033
034
ANNUAL REPORT 2014 Asiasoft and Level Up! visited the exotic Southern Islands
DC Universe Online and Phantasy Star Online 2 joined Cosplay Mania 2014
DC Universe Online and Phantasy Star Online 2 at SmartBRO Gadget Expo Heroes of the Storm was revealed to the crowd at E-Sport Gaming Summit
#WIWUV Strife OBT launched
Strife Press Launch
1EVQDGT Launched Advance Dino
Level Up! Guilds Congress
Strife Brawl Season 1
ANNUAL REPORT 2014
6.
ONLINE GAMES LAUNCHING IN 2014
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Thai, Singapore, Malaysia, Indonesia, Philippines, Indochina
Thai, Singapore, Malaysia, Indonesia, Philippines, Indochina
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Thai, Singapore, Malaysia, Indonesia, Philippines, Indochina
Thai
035
036
ANNUAL REPORT 2014
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Thai, Singapore, Malaysia, Indonesia, Philippines, Indochina
Singapore
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Vietnam
Malaysia
Malaysia
038
ANNUAL REPORT 2014
7.
POLICY AND OVERVIEW OF THE GROUP’S BUSINESS
8KUKQP CPF 5VTCVGI[ Asiasoft strives to be the leading Online Entertainment Service Provider in Southeast Asia. Operational Strategy : • To extend our service offering geographically to the entire Southeast Asia region. • To continuously enhance our service offering to provide more relevant online entertainment services from online gaming and beyond. • To provide the best content to gaming community by offering the best title from different genres. Asiasoft is committed bringing in AAA titles and IPs from leading developers and partners from around the world. • To improve our engagement with consumers by embracing the online community and working with them to jointly develop the shared virtual space.
$WUKPGUU 1XGTXKGY CPF )TQWR 5VTWEVWTG Asiasoft Corporation Public Company Limited (the Ă %QORCP[Ă‚ or Ă #5Ă‚) was formerly called B.M. Media (Thailand) Co., Ltd. The Company was incorporated on 20 September 2001, with the registered capital of Baht 5.0 million as a distributor of PC games by co-founders of the Company, Mr. Pramoth Sudjitporn, Mr. Sherman Tan and Mr. Lertchai Kanpai, all of whom have long experience in the entertainment software business. In 2003, the Company began online game service business in Thailand by launching “Ragnarok Onlineâ€? licensed from Gravity Corporation, South Korea. It was localized into Thai language to serve Thai gamers. This game was an immense success, with the highest peak Concurrent Users of over 110,600, and put the foundation for the Company to be widely known as one of the leading online game operators in Thailand. In 2004-2005, the company restructured its shareholding within the Group through the purchase of shares from KVU OCLQT UJCTGJQNFGTU VQ HQEWU QP VJG )TQWRÂżU QRGTCVKPI UVTWEVWTG VQ UCXG EQUVU CPF VQ GPJCPEG VJG GHĂŒEKGPE[ of the Group’s management.
As at 31 December 2014, the Asiasoft Group (the “Group�) comprises of 16 companies, as follows.
ANNUAL REPORT 2014
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040
ANNUAL REPORT 2014 The Group’s main business is in online entertainment, as detailed below.
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1. Asiasoft Corporation Plc. (“AS”)
Thailand
Online game services business and distribution of games in Thailand
2. Asiasoft International Co., Ltd. (“ASI”)
Thailand
Investment arm in overseas
3. Playpark Co., Ltd. (“Playpark”)
Thailand
Online game services business in Thailand
4. A Capital Co., Ltd. (“A Capital”)
Thailand
Investment arm in Thailand
5. Funbox Co.,Ltd. (“Funbox”)
Thailand
Web portals for online games and web advertisement services
6. Thaiware Communication Co., Ltd. (“Thaiware”)
Thailand
Exchange of information and distribution of software and IT service including software download on the website “www.thaiware.com”
7. Cybergames Corporation Co., Ltd. (“TCG”)
Thailand
Game provider under its private LAN called TCG network
8. Asiasoft Online PTE. LTD. (“ASO”)
Singapore
Online game services and providing in Singapore in online game service as well as distributing prepaid cards in Singapore
9. AS Online SDN. BHD. (“ASM”)
Malaysia
Online game services and providing in Malaysia in online game service as well as distributing of prepaid cards in Malaysia
10. PT Asiasoft (“ASID”)
Indonesia
Online game services in Indonesia
11. CIB Development SDN BHD (“CIB”)
Malaysia
Online game services in Malaysia
12. Playcybergames Co., Ltd. (“PCG”)
Thailand
Online game services in Thailand
13. Trilight Cove Enterprises Ltd. (“TLC”)
British Virgin
Online game services on Indochina
14. Thinkplus Digital Co., Ltd
Thailand
Digital marketing agency in Thailand
15. Level Up! Inc
Philippines
Online game services in Philippines
16. Miryn Innovation Co., Ltd
Thailand
To develop the games application on mobile phone
041
ANNUAL REPORT 2014
8.
NATURE OF BUSINESS
5VTWEVWTG QH VJG )TQWR¿U +PEQOG The Group’s main income by type of business can be divided into 3 main types, as follows.
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1. Revenue from online game service
1,662
82
1,530
89
998
79
2. Revenue from distribution business
277
14
115
7
110
9
3. Other income
77
4
68
4
154
12
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%
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%
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%
1. Revenue from operation in Thailand
1,155
57
926
54
656
52
2. Revenue from overseas operation
861
43
787
46
606
48
6QVCN
042
ANNUAL REPORT 2014
2TQFWEVU CPF 5GTXKEGU 8.2.1 Nature of the Group’s Business The Group is a leading provider of online entertainment service in Southeast Asia focusing in online games. The Group’s launch of “Ragnarok Onlineâ€? in Thailand in 2007 was an immense success, with a record number of over 110,600 concurrent users. In 2008, Asiasoft published and operated “Maple Story SEAâ€?, which is one of the most played Massively Multiplayer Online Role-playing games in Singapore. This was a major milestone, which made the Company’s reputation as one of the leading online game operators in Southeast Asia. As of 31st December 2014, The Group operates 35 online game titles in 6 countries: Thailand (19 games), Singapore (11 games), Malaysia (12 games), Indonesia (4 games) Philippines (9 games) and Indochina (Vietnam, Cambodia, Myanmar, 8 games). During the past 3 years, the provision of online game services was C OCLQT EQPVTKDWVQT QH VJG )TQWRÂżU TGXGPWG CEEQWPVKPI HQT QH VJG )TQWRÂżU QXGTCNN RTQĂŒVU The online services were operated through subsidiaries companies in each country. Each subsidiary provides its respective game servers to support services for the gamers in each country. The Group generates income from the online game business through the sales of @Cash, One-2-Call!, @Cash Plus and TrueMoney to gamers who use these products to increase air time, exchange for ingame points or virtual money to buy premium in-game items. @Cash Plus is only available through electronic vouchers, while @Cash, One-2-Call! and TrueMoney are available via both prepaid cards and electronic. For prepaid cards, they are distributed through Internet cafes and convenient stores such as 7-Eleven, BIG C, Tesco Lotus and True Shop. The electronic cards are available through various systems such as 7-Eleven or e-pay terminals, mobile phones and the Group’s online payment systems @Shop. Payments may be made by cash, money transfer or credit cards. The @Cash, One-2 Call!, @Cash Plus and TrueMoney can be used for all online games in each company within the Group. Moreover, the prepaid @Cash cards can also be used for others’ online games that are within the Group’s business alliances. In addition, in order to provide support to the online game services, the Group has established “@Clubâ€?, a dedicated customer service function, consisting of a 24-hour call center and an email service to answer any technical questions relating to the game play or payment procedures regarding the Company’s products.
ANNUAL REPORT 2014 As of 31st December 2014, the Group was granted the rights to service 35 online games in 6 different countries; they are :
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1. Ragnarok Online
MMORPG
Hybrid Sale
2. MapleStory
MMORPG
Item Sale
3. Yulgang
MMORPG
Item Sale
4. 3Kingdoms
MMORPG
Item Sale
5. RAN
MMORPG
Item Sale
6. Perfect World
MMORPG
Item Sale
7. Granado Espada
MMORPG
Item Sale
8. Cabal
MMORPG
Item Sale
9. 8inw
MMORPG
Item Sale
10. Sheng Mo Online
MMORPG
Item Sale
11. Dragon Nest
MMORPG
Item Sale
12. Elsword
MMORPG
Item Sale
13. 9Dragons
MMORPG
Item Sale
14. Ragnarok Online II (EN)(TH)
MMORPG
Item Sale
15. Assault Fire
MMORPG
Item Sale
16. TZ2
MMORPG
Item Sale
17. Phantasy Star Online 2
MMORPG
Item Sale
18. Lyss
MMORPG
Item Sale
19. DC Universe Online
MMORPG
Item Sale
20. Yulgang 2
MMORPG
Item Sale
21. Four
MMORPG
Item Sale
22. Audition
Casual
Item Sale
23. GetAmped
Casual
Item Sale
24. Super Dance Online
Casual
Item Sale
25. GetAmped 2
Casual
Item Sale
043
044
ANNUAL REPORT 2014
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26. FC Manager
Casual
Item Sale
27. World In Audition
Casual
Item Sale
28. Sudden Attack
FPS
Item Sale
29. Mission Against Online
FPS
Item Sale
30. S4 League
FPS
Item Sale
31. KH
Web
Item Sale
32. Choas Online
MOBA
Item Sale
33. Strife
MOBA
Item Sale
34. Ragnarok Mobile
Mobile
Item Sale
35. Advance Dino
Mobile
Item Sale
6QVCN )COGU 4GOCTMU MMORPG refers to Massively Multiplayer Online Role-playing Game, a game genre which supports a large number of gamers playing and interacting with one another on the same server simultaneously. Casual Game is a game which players do not need to commit much time to and it does not require high skills, a game which is mainly associated with simple artstyle and characters. a
Air Time Sale is a revenue model which charges gamers according to playing time; Item sale is a revenue model YJKEJ RTQĂŒVU VJTQWIJ VJG UCNG QH KP ICOG KVGOU CPF J[DTKF UCNG KU C EQODKPCVKQP QH VJG CHQTGOGPVKQPGF TGXGPWG OQFGNU b
A1. Massively Multiplayer Online Role Playing Game (“MMORPGâ€?) MMORPG are role-playing games where a very large number of players interact with one another within a virtual game world online. The storyline in MMORPGs is mostly about action adventures where one has to defend oneself or be part of a battle between warring countries, along with the following general characteristics : • Gamers can take up to one or more roles in the game, using the Multi Character Control System (MCC). Each character varies in their strengths and weaknesses. • Gamers can train to level up their game character and collect various items such as weapons or points to increase the statistics of their character and differentiate their game characters from other players’ characters by customizing, exchanging and selling their in-game items.
ANNUAL REPORT 2014
045
• 6JGTG KU PQ GPF ICOG KP CP //142) CPF VJGTG KU PQ FGĂŒPKVG YKP QT NQUG KP VJG ICOG • Most gamers are loyal to the game, partly due to the nature of the game which requires a considerable COQWPV QH EQOOKVOGPV DQVJ RU[EJQNQIKECNN[ CPF ĂŒPCPEKCNN[ VQ KORTQXG VJG ICOG EJCTCEVGT CPF VQ NGXGN up. A2. Casual Game Casual Game is an online game which has simple gameplay and visual, and it is often associated with cute, colourful cartoon characters. A Casual Game is relatively easy to play as compared to most of the other ICOG IGPTGU )COGTU FQ PQV PGGF C NCTIG COQWPV QH VKOG QT UMKNNU VQ RNC[ CPF ECP WUWCNN[ ĂŒPKUJ GCEJ UGUUKQP of the game within a short period of time. A3. First-Person Shooter First-Person Shooter is an action-oriented online game where players are pitted against each other to achieve certain objectives (e.g. : Death Match, Capture Point and Capture The Flag). The genre’s name FGTKXGU HTQO VJG ICOG RTGUGPVCVKQP YJGTG VJG ICOG UKOWNCVGU C UEGPCTKQ HTQO C ĂŒTUV RGTUQPÂżU RGTURGEVKXG A4. Web-based Game Web-based game is an online game where player can enjoy on web browser without downloading any program and/or software. A5. MOBA Game MOBA game is sub-genre of the Real-Time Strategy genre. The gameplay is characterized by strategic combat between two small teams of players, each trying to destroy the opponent’s base. The Group engages in online entertainment services, primarily online game services and game distribution. Online games are hosted on the Internet where gamers can play with, compete and interact with other gamers simultaneously through the game’s servers system whereby the main game’s program and gamers’ information are stored. Online game operators provide services to gamers whose computers are installed with the online game client and have registered their details under a game operator’s database or game portal. Online games do not include games which operate on LAN system. The online game business is the main source of the Group’s income, accounting for 82-88 % of the Group’s total KPEQOG KP 6JG )TQWR QRGTCVGU KVU DWUKPGUU QP C EQORTGJGPUKXG DCUKU VQ GPCDNG VJG DGUV CPF OQUV GHĂŒEKGPV YC[ in operating online game services to gamers in each country, from acquiring game licenses, marketing and establishing game information center and payment channels. Another important task is to prepare the technology and system for the provision of services, including the server system, computer equipment and software, client programs as well as creating websites for online games. Each company in each country has its own separate server system.
046
ANNUAL REPORT 2014 As of 31st December 2014, the Group provides online game services in total of 35 games in 6 countries, as follows: 5GTXKEG EQWPVTKGU
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Thailand
19
Ragnarok Online, Yulgang, 3 Kingdoms, Granado Espada, Cabal, 8 inw, Dragon Nest, Elsword, Phantasy Star Online 2, DC Universe Online, Yulgang 2, Ragnarok Online II, Audition, FC Manager, S4 League, Chaos Online, Strife, Ragnarok Mobile, and Advance Dino
Singapore
11
MapleStory, Cabal, Phantasy Star Online 2, DC Universe Online, Audition, FC Manager, World In Audition, Sudden Attack, Chaos Online, Strife, and Advance Dino
Malaysia
12
SMO, TZ2, Lyss, Four, Phantasy Star Online 2, DC Universe Online, TLBB, SDO, MAT, Choas Online, Strife, and KH
Indochina
8
Yulgang, 9Dragons, Cabal, Phantasy Star Online 2, DC Universe Online, FC Manager, Chaos Online, and Strife
Indonesia
4
Phantasy Star Online 2, DC Universe Online, Chaos Online, and Strife
Philippines
9
RAN, Cabal, Ragnarok Online, Perfect World, Phantasy Star Online 2, DC Universe Online, Audition, Assault Fire, and Strife Note: Some games were served in more than one country.
The Group also operates related businesses to support the online game services. For instance, www.playpark.com, a game portal web site which allows gamers to connect to other games, including online and PC games. Moreover, it is a venue for gamers to browse and download for any of the Groups’ published games while serving as a virtual community center for gamers to interact with one another, read about game related news and updates. It is also a source of information relating to technology as well as a platform to promote the launch of new games.
+P [GCT VJG %QORCP[ JCU GUVCDNKUJGF PGY DTCPEJ QHĂŒEG KP 2JKNKRRKPGU VJTQWIJ KVU UWDUKFKCT[ #UKCUQHV Online Pte Ltd. (Singapore) as the Company believes in the potential of gaming market in Philippines where around 80 OKNNKQP RGQRNG WUG 'PINKUJ CU VJGKT ĂŒTUV NCPIWCIG 6JG %QORCP[ FQGU PQV KPEWT OWEJ EQUV HTQO VJG KPXGUVOGPV CU KV KU WUKPI its own existing content and resource for the development. The Group also established a new company called “PlayCybergame Ltdâ€? for online game service in Thailand with RCKF WR ECRKVCN QH /KNNKQP $CJV 6JG %QORCP[ JQNFU CDQWV QH VJG TGIKUVGTGF ECRKVCN CPF NCWPEJGF KVU ĂŒTUV /1$# (Multiplayer Online Battle Arena) title, Chaos Online, in May 2013.
ANNUAL REPORT 2014
047
In 2013, the Company invested in ordinary shares of Thinkplus Diglital Company Limited in proportion of 60% of Thinkplus’s registered and paid-up capital of 5 Million Baht. Thinkplus Ltd. provides the service of digital marketing agency and media selling house to the Group’s business in Thailand. Company considered that Thinkplus has the potential to carry on the providing the service of digital marketing agency via internet and media selling. The Company believes that investment in Thinkplus will support the core business of the Company in the future. In early 2014, Company invests in ordinary shares of Level Up! Inc., acquiring full shares of Level Up! Registered and paid-up capital of 103 Million Baht. Level Up! publishing online games in Philippines. The Company considered that Level Up! has the potential to expand the the Group’s online games business in Philippines as it has good foothold in the local games industry. Level Up! will support the online gaming service that is core business of the Company in the future and will become an additional overseas source of income to the Company. In terms of revenue, the Group currently charges gamers in the following manners: (1) Air Time Sale Gamers pay fee for the online game service according to playing time in the game, mainly used for MMORPG. Currently, only Ragnarok Online is under this business model which contributes very small amount of the total revenue in 2012. (2) Item Sale This method usually allows gamers to play the game for free in order to sell in-game items such as weapons, clothes and accessories to gamers who will decide whether or not to buy the items using real cash. The sales of these ingame items are vital to the Group’s income. However, the price of these virtual items will vary depending on each country in which services are provided, the latest marketing strategies, and the type and number of in-game items available of sale. Such virtual items are often charged at a lower price when offered in packages. At present, revenue model of online game services around the world has gradually changed from Air Time sale VQ +VGO 5CNG 6JG TGCUQP KU VJCV QPEG ICOGTU RNC[ ICOGU HQT HTGG ĂŒTUV VJGTG KU JKIJGT RQUUKDKNKV[ VJCV VJG[ YKNN DG FTCYP KPVQ the game and be more inclined to make in-game purchases, and thus increase the opportunity of earning greater income for the Group. 8.2.2 Distribution and distribution channels (1) Marketing activities The Group has been operating under the trade name “Asiasoftâ€? from the beginning of its operation in 2001. The name has become widely known among gamers throughout the region as the leader in the online game market, signifying a good level of quality in the games the Company publishes and the Group’s ability to retain its customer base as well as the trust in the Company’s server system for the game services. Marketing activities are an important strategy for effective communication with customers regarding the services and online games offered by the Group. The objective of these efforts means to create awareness among potential customers of online games, bringing the promoted game across as an inexpensive and convenient means of daily entertainment. In addition to the launch of new games, the Group’s marketing activities also aim at strengthening the Group’s market position, organizational image and social responsibility. The Group also regularly conducts market surveys in order to understand needs and behaviours of gamers, which are the basis for effective marketing strategies. In addition, the Group conducts marketing activities in conjunction with distributors and Internet cafes to give gamers’ the best understanding about online games, services, and pricing strategies of the Group.
048
ANNUAL REPORT 2014 (2) Distribution In providing online game services, the Group also distributes @Cash prepaid cards for the payment of online game service fee, and also cooperate with AIS, Tesco Lotus and True to distribute One-2 Call!, @Cash Plus and TrueMoney as alternative payment channels. The Group believes that effective distribution channels assist the Company to reach out to the Group’s target customers effectively. - Distribution of @Cash prepaid cards The Group distributes @Cash prepaid cards which are used for paying the online game service fees. When gamers buy a @Cash prepaid card, they will receive a serial number and password for registering the air time, or to exchange for points that can be used as virtual money to buy in-game items, a service which has been made available to all the Group’s games across all its operating countries. Each card will have a maximum lifetime of 90 days (for Thailand) and 365 days (for Singapore and Malaysia) from the date of registration. Moreover, the virtual money in the card can also be used to play and buy items from other game publishers that are part of the Group’s alliance. The distribution of @Cash is operated through 2 channels as follows : (1) Through the distributors Most prepaid plastic @Cash cards are distributed through the distributors, which account for only 1% of the total sales of @Cash cards in 2012. Most distributors have converted to electronic card systems. • 7-Eleven convenient stores: the cards are sold directly to customers at the 7-Eleven stores locating throughout the country. • Computer and game shops: such as the network of shops which sell games and related products, game products and computer equipment wholesalers. Such distributors may sell @Cash cards directly to gamers through their own shops or resell to retailers who then sell the cards to gamers. • Internet cafes: The @Cash cards are sold to gamers to play games in the Internet cafes. (2) Through electronic means The Group began selling electronic @Cash cards since 2008. These electronic @Cash cards can be purchased by cash, money transfer, or credit cards through the electronic system, as described below. - Distribution of One-2-Call!, @Cash Plus and TrueMoney Cash Card The company increased its distribution channels through AIS, True and Tesco Lotus, where gamers can top up money to play our game by using One-2-Call!, TrueMoney and @Cash Plus through electronic system as following; Thailand : • Websites: including the Group’s websites @Shop and @Cash Online (for @Cafe members only). • @Cash on Mobile: This is the sale of electronic @Cash cards via mobile phones and gamers pay by sending an SMS through AIS network for prepaid system. • @Cash on E-Pay: This is an electronic payment system. Gamers make payment through the terminal and receive vouchers to pay online game service fee. • One-2-Call! Cash Card: This is another distribution channel that the company joint with AIS, the leader in
ANNUAL REPORT 2014
049
mobile phone operator. Gamers can buy One-2-Call! prepaid card which “@” symbol at the corner. The card can be used the same as @Cash card. The group started this service in September 2010. • TrueMoney Cash Card: This is a new distribution channel that company joint with True Corp. Gamers can buy TrueMoney card at Trueshop/Truemove and 7-Eleven. This new service has started in September 2012. • @Cash Plus Card: This is a new distribution channel that company joint with Tesco Lotus, where gamer receive serial code to top up game, and price start from 50 - 10,000 Baht. Gamer can buy @Cash Plus at Tesco Lotus or Lotus Express. This new service has started in September 2012. Malaysia: • Online Credit Card: This is the sale of electronic @Cash cards through https://passport.asiasoftsea.com/ general/ap_landing.aspx or www.paypal.com where payments are made through credit cards. • MOL e-Pin: Gamers can purchase electronic @Cash prepaid cards through MOL e-Points at the authorized shops or makes an online payment at www.offgamers.com or through authorized shops with E-Pay symbol. • @Cash on Mobile: This is the sale of electronic @Cash through mobile phone in Malaysia where gamer makes a payment through Maxis Network systems. Singapore: • S.A.M Kiosk e-Pin: Gamers can purchase electronic @Cash prepaid cards through the automatic S.A.M. machines and through AXS Auto machine. • @Cash on Mobile: This is the sale of electronic @Cash through mobile phone in Singapore where gamer makes a payment through SingTel, Star Hub and GX. • MOL e-Pin: This is a payment system in Singapore, which electronic @Cash prepaid cards can be purchased through MOL- e-Points, Enets and PayPal at the authorized shops. • Global Game Concept: @Global Games allows players in Southeast Asia to play in the same server, encouraging cross-countries friendships and competition among gamers by holding SEA Online Games Tournaments. Players are also able to purchase @Cash in Southeast Asia through all of Asiasoft’s wide range payment systems. Indonesia: • Uni-Pin: Gamers can purchase Uni-Pin prepaid cards through authorized shops, • “Indomaret” a convenient store whose branches locating throughout the country. • @Cash Prepaid Card is distributed through our authorized shops. Philippines: • MOL e-Pin: Gamers can purchase electronic @Cash prepaid cards through MOL e-Points at the authorized shops or makes an online payment at www.offgamers.com or through authorized shops with E-Pay symbol @Cash Prepaid Card which is distributed through our authorized shops. • Online Credit Card: This is the sale of electronic @Cash cards through https://passport.asiasoftsea.com/ general/ap_landing.aspx or www.paypal.com where payment are made through credit cards.
050
ANNUAL REPORT 2014 Diagram demonstrates the distribution of @Cash prepaid cards
Gamers can pay for the online game service fees by purchasing @Cash prepaid cards either in a form of plastic cards from the distributors or in electronic form from the various electronic systems as shown in the diagram below.
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ANNUAL REPORT 2014
051
8.2.3 Competition strategies
&KXGTUKĂŒECVKQP QH KPXGUVOGPV VQ EQWPVTKGU YKVJ JKIJ ITQYVJ RQVGPVKCN #V RTGUGPV VJG )TQWR FKXGTUKĂŒGU KVU KPXGUVOGPV KP VJG QPNKPG ICOG DWUKPGUU KP 5QWVJGCUV #UKCP EQWPVTKGU Thailand, Singapore, Malaysia, Indonesia, Philippines and Indochina (Vietnam, Myanmar, Cambodia) to reduce risks from operating only in Thailand or one particular country. The Group deploys regional management strategies which help to reduce operating costs from purchasing licenses fees of games in packages, computers and related equipment. The Group also shares resources, i.e. human resource, knowledge, technology, and work experiences which are key of success for the group to penetrate each market.
(2) Increasing the number of online games and continuously updating version for existing games As of 31st December 2014, the Group provides online game services in total of 35 games in 6 countries, The Group cooperates with game developers and game publishers to improve the features and contents of the Group’s online games to be consistently updated. In addition, the Group plans to provide services for new games in each country to satisfy customers’ needs in terms of design, graphics, and technology, for example, providing localized in-game contents. (3) Strengthening its market position The Group uses 3 main strategies to strengthen its market position, and to gain a competitive edge over its competitors : • Offering top online games which are well-known and popular in foreign markets: The Group believes that online games that are well-known and popular in foreign markets have outstanding features both in terms of design and contents, which would increase the chance for the Group’s success in marketing such games to customers in each target country. • Marketing activities towards target customers: The Group has a strong database of gamers and it uses marketing efforts to attract its current user base to its new games, as well as continually expanding the Company’s customer base. Such marketing activities include the promotion during the launch of new games, creating noise for the game via ingame competition and special seasonal activities as well as out-of-game activities such as meetings and parties among gamers etc. • Increasing the number of distribution channels: The Group plans to increase the number of distributors of @Cash prepaid cards and online products, by providing guide books and deals to cover a wider–range of distribution channels. The Company also added new distribution channel such as the aforementioned and this would increase the Group’s advantages over its competitors in maintaining the Group’s existing customer base and increasing new customer base. In addition, the Group also improved the electronic distribution channels in order to reduce the Group’s operating cost in the future. Moreover, the expanded distribution network can extend the reach of Company’s arketing activities, for instance, the distribution of posters that will be directed to the end customers of these distribution channels. (4) Marketing activities to promote the sale of in-game items Most of online games service operated by the Group take on the business model of free-to-play games, and thus the Group focuses on efforts to encourage gamers to purchase in-game items regularly. For example, through monthly in-game promotions, Item Shops and Item Mall on web sites, sending newsletters and SMS to gamers regarding new arrivals in the cash shops, as well as to promote these purchases via common social media such as Facebook and Twitter.
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ANNUAL REPORT 2014
'HÌEKGPV QPNKPG ICOG KPHQTOCVKQP EGPVGT Online game information center provides an important service which enables gamers to play games smoothly and continuously, enhancing game loyalty and increased game sessions and opportunities to attract in-game purchases. Currently, the Group provides game information through its 24-hour call center, e-mail and Live Chat as well as through the Counter Service @Club for customers who contact the information center in person. The Group aims to improve the quality of the information service and obtain adequate personnel and equipment to meet the needs of customers which expect to increase in the future. The group obtained ISO 9001: 2008 for its services. (6) Development of the server system for the online game service The Group believes that a good server system enables gamers to interact with one another smoothly, continuously and rapidly, which is very important for online game service. Therefore, it is the Group’s goal to always improve and maintain the server systems in top-notch conditions and capabilities, like increasing the size of its communication circuit to accommodate more gamers. As a result, VJG )TQWR KU CDNG VQ RTQXKFG GHÌEKGPV UGTXKEGU in terms of consistent and adequate speed of the network connection, with minimum errors and information losses, which consequently reduces the chance of service disruption. In addition, the Group has constantly improved the information security system to prevent gamers’ information and privacy being breached. The group obtained ISO/ IEC 27001:2005 (Information Security Management System: ISMS).
+51 +'% KU C UVCPFCTF FGÌPGF D[ VJG TGPQYPGF CPF TGNKCDNG KPVGTPCVKQPCN +51 6JG +PVGTPCVKQPCN Organization for Standardization) and IEC (The International Electro technical Commission).
6JG DGPGÌV HTQO +51 +'% • Customer data and systems that provide secured information to be accurate and always available, which guarantees customer satisfaction. • Ensuring that the company can conduct the service and business smoothly and continuously for both customer and business partners. (7) Appropriate and competitive online game service fee It is the Group’s policy to set up the online game service fees at the rates that appropriate for customers in each country. For most of its services, the Group allows customers to play games for free and charges for its service through the sale of in-game items to increase the competitiveness of the Group with other operators in the same industry and in other entertainment industries. At the same time, such rates must produce a good return for the Group. However, the Group does not have a price war policy.
+PFWUVT[ 6TGPFU CPF %QORGVKVKQP 8.3.1 Overview of Southeast Asia Online Games Market The Southeast Asian region is the target market for the online entertainment services of the Group, which consist of 6 countries : Thailand, Singapore, Malaysia, Indonesia, Philippines, and Vietnam. It can be observed that the proliferation of social network sites such as Facebook and Twitter is a major contributor to the tremendous jump in the number of internet users for the recent years, resulting in the increase in the pool of online gamers. Meanwhile, with the advancement in technology and infrastructure, the cost of high-speed internet is also becoming more
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affordable even for the new emerging markets in Southeast Asia. These are all the supporting factors of the growth of the gaming industry in the region. Moreover, operators in the online games industry enjoy a number of advantages over operators in other online GPVGTVCKPOGPV KPFWUVTKGU UWEJ CU QH�KPG 2% ICOGU CTECFG ICOGU OQXKGU OWUKE CPF MCTCQMG 5QOG TGCUQPU include : • Online games are cheaper and easily accessible : Online games can be played anywhere as long as the user has access to a stable and smooth running Internet connection. The majority of gamers in Southeast Asia play online games in Internet cafes, which is inexpensive, convenient, and a place for community bonding. However, most Singaporeans today tend to play online games from their own computer or laptops at home because of the availability of the Internet network and technological advantage in Singapore. Compared to other entertainment services, the online games industry in the region sees an optimistic trend of an decreasing cost for playing online games and the improvements in technology and infrastructure to support online gaming from home.
• The majority of online gamers use the services on a continuous basis : The nature of the relationship a gamer has with the game is relatively stronger than that many of the other entertainment products. The attachment to a game usually develops from a gamer’s commitment into the game (especially for MMORPG titles), competitions and contacts with other gamers. For instance, the time and money spent in a game are common reasons for online gamers to continually support their favourite game services. • Increasing rate of Internet and broadband penetration : On top of the need to keep up with the demand for quality Internet resulting from the rise in more advanced and affordable computers, Internet Service Providers are also competing against each other for a larger slice of the market. As a result, users stand to enjoy their favourite games via smoother and cheaper network services. • Low level of piracy : Concerns about piracy arising from entertainment products like music, PC games, computer programs is a major headache for operators in this region and has very much impacted their operations. In contrast to that, operators of online games face lesser risk of piracy because the main components of their services are held KP VJG UGTXGTU YJKEJ KU FKHĂŒEWNV HQT ICOGTU VQ QDVCKP UWEJ FCVC /QTGQXGT VJG ENKGPV RTQITCO YJKEJ KU C RTQITCO HQT installing tha game on the gamers’ computers, is relatively inexpensive. Therefore, the issue of piracy in online game is not as severe as compared to copyrighted work stored in the form of CDs, DVDs or cartridges, which can be easily copied and distributed.
8.3.2 Overview of online game industry in Thailand, Singapore, Malaysia, Vietnam, Indonesia and Philippines The Group provides online game services in 6 countries: Thailand, Singapore, Malaysia, Vietnam, Indonesia and Philippines. The online game industry in these countries is growing at an exponential rate. In the past, most online game operators were small operators offering a limited number of online games, mostly MMORPG games, and charged for their services through air time sales. However, the competition in the industry today is increasingly intense due to the entrance of large game operators and the abundance of new online games developed every day. Furthermore, the change in the revenue model of online game, from air time sales to free-to-play, has contributed to the competition within the online games market. The online game licensing fees are an important operating cost for operators in this business. At present, most game operators in the aforementioned countries normally acquire licenses of online games that are popular and/ or successful in game developers’ home country or other countries of publication. However, online game operators
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ANNUAL REPORT 2014 today have began to develop their own games in order to reduce the increasing cost of licensing. (1) Industry trends and competition in the online gaming market of Thailand The market value of Thailand’s online game is worth more than Baht 4 billion in 2014 (Source: Company’s data) Thailand’s online games market is highly competitive and there were 47 companies open in 2014, and 158 games in service a decrease from 196 games in 2013. Major contributing factors to the growth of the online game business in Thailand • Growth of broadband Internet service : In the past 3 to 4 years, the broadband Internet service business has been growing rapidly due to intense competition among the service providers both in terms of the quality of service and pricing. Currently, the service fee for the 10 Mbits/second speed is around Baht 599 per month, which is relatively affordable. Therefore, the broadband Internet service has been widely adopted. As online gaming requires speed for downloading data and to make the game experience more enjoyable, the availability of broadband Internet service has increased ithe attachment to online games as well as expansion into an untapped market of customers who are new to online gaming. • Variety of available online games : Recently, online game operators have launched new online games which have a variety of game features and contents which increases the gratifying pleasure from online gaming and attracting more users to the game. • More Value Added Services (VASs) : As competition becomes more intense over the next few years, support services will become a key factor in retaining gamers and reducing subscriber migration. Service Providers (SPs) are looking to enhance the customer experience through 24-hour call center services, regular content updates, road shows and other social events, as well as promotional campaigns through the various media channels. Online gaming SPs are expected to offer more of such VASs to meet gamer expectations. •
Setting up an E-sports Game Association to promote competitive gaming : In the past, playing games on computers are often passive and activities are limited to online or among a group of like-minded individuals, which sometimes can be considered as a cause of teenage misbehaviour and social problems. Currently, gaming is becoming widely accepted as a form of sports, called Electronic Sports or E-sports by the International Olympic Committee (IOC). It was believed that playing E-sports is a way to develop the Sports industry. As a result, competition on games are regularly arranged on local, regional and international levels. Most popular competitions are in the form of online game the fundamental reason which built an E-sports Game Association in Thailand to effectively manage, control and supervise, as well as to promote and encourage Thai game athletes to compete on international levels. If this concept can occur like what actually happened in South Korea, it will play a huge part in promoting the growth of the Thai online games market. To culture the mentality of turning casual gaming into a profession and eventually entering into major E-sports competitions.
(2) Industry trends and competition in the online gaming market in Singapore Singapore continues to show strong growth in the online games market with the increase of both new technology and infrastructure over the years. This has in turn provided its gamers to have greater access to newer and more technologically advanced games in that are available worldwide.
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6JG /&# /GFKC &GXGNQROGPV #UUQEKCVKQP '&$ 'EQPQOKE &GXGNQROGPV $QCTF JCXG MKEM UVCTVGF an initiative to attract both foreign publishers and developers into Singapore not only to distribute their games within the region, but also to invest their resources to grow the industry by setting up studios locally. In addition, with both social and mobile games in Singapore showing an increase in popularity, developers have seen the potential in the Singapore market and began prioritizing their resources to focus on expanding their share and developing the industry. End 2014, there are 14 publishers with 40 games in the online games market in Singapore. (3) Industry trends and competition in the online gaming market in Malaysia At the end of 2014, there are 37 publishers with 129 online games in the market; 44 of which are Client-based while the remaining 106 are web or SNS titles. 44% of gamers in Malaysia plays MMORPG, followed by FPS (First-person Shooter) and Casual games in the percentage of 29% and 27% respectively. MMORPG titles are predominately serviced in Chinese, while Casual and SNS title are in English to target a wider audience.
In recent years, the market sees an increase in foreign publishers, mostly China companies such as Perfect World, Akarno, plus smaller publisher who are focusing on web titles. /CLQT EQPVTKDWVKPI HCEVQTU VQ VJG ITQYVJ QH VJG QPNKPG ICOG DWUKPGUU KP 5KPICRQTG CPF /CNC[UKC •
More frequent updates of existing games or new game launches : With the free-to-play model being dominant in the market, it will be more challenging for SPs to retain current gamers. SPs will need to constantly upgrade existing games or offer new virtual items for sale to attract gamers to commit to the game.
•
Cheaper and advanced network : Internet and wireless communication infrastructure in Singapore is constantly advancing. This contributes to the growth of online games business and caters for future development of both online games and mobile games. Furthermore, both Broadband and Fibre optics UWDUETKRVKQP HGG CETQUU CNN +52U KP 5KPICRQTG JCU UJQYP UKIPKĂŒECPV FGETGCUG QXGT VJG [GCTU TGUWNVKPI KP an increase in usage from both new and existing users.
•
Increase in Mobile Penetration : In 2013, Singapore was ranked No. 1 in Asia in mobile take up and mobile EQOOGTEG YKVJ RGPGVTCVKQP ITQYVJ QH CPF C VQVCN QH RTG RCKF CPF RQUVRCKF ) ) users. According to Mobile marking Association of Singapore : 90% of Singapore owning at least 1 smartphone. 43% chose mobile over face-to-face communication. 39% chose mobile over pc/laptop. 60% multi-task on mobile while watching TV. 84% check mobile when they wake up in the middle of the night/morning.
(4) Industry trends and competition in the online gaming market of Vietnam There was not much changes in the Vietnamese Online gaming market in 2014 as the local Government did not grant any license for new games in the last few years. The permission for new games launch is still under consideration and control by the Government. At the end of 2014, there were around 49 publishers operating 190 games. Many gamers in Vietnam are interested in MMORPG and FPS games. Major contributing factors to the growth of the online game business in Vietnam •
Internet penetration and broadband access : Internet adoption in Vietnam is growing at a robust pace. Dial-up
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ANNUAL REPORT 2014 connections are no longer popular and are used mostly in the underdeveloped regions of Vietnam. Instead, broadband connections with higher transfer speeds and stable quality have become increasingly widespread. Greater Internet penetration and faster connections will continue to expand the online gaming market in Vietnam.
(5) Industry trends and competition in the online gaming market in Philippines In 2014, the competition in Philippines is moderate. There were only 11 publishers operating 38 games, in 2014. Most of Gamers in Philippines played MOBA followed by FPS.
2TQEWTGOGPV QH QPNKPG ICOG UGTXKEGU 8.4.1 Overview of the online game business The online game business consists of 5 main parties, as shown in the picture below. First, the Game Developer designs and develops games and then sells the license of the game or appoints a Games Publisher to find appropriate markets to sell the license of the games to the local Game Operator in each country. The Group business encompasses that of a Game Publisher and a Game Operator. Diagram showing the overview of parties in the online game business )COG &GXGNQRGT
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In general, when a Game Operator buys the license of a game, the Game Operator will prepare a Data Center for the installation of game servers to support the online game services required and will usually collect a service fee from gamers through the sale of in-game currency or virtual items (via prepaid cards or credit card). The Internet Service Providers (ISPs) rent out internet bandwidths to enable communication and storage of game data among the servers of the Game Operator, Internet Cafes and gamers. 8.4.2 The Group’s operating procedures for the provision of online game services To procure a game to provide services in each country, the Group appoints Game Manager team to be responsible for the procurement and preparation of essential game services. Each team will be responsible for one game. The Group has practiced the following 6 steps in the preparation of game services:
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(1) Selection of online games Firstly, the team selects potential games from various sources, for instance, games that are popular in each countries. Games will be selected on the basis of their contents, and assessed according to their suitability for the gamers and the culture of each country. In addition, they must have the following basic qualities: • High quality game visuals and content suitable for the target customer groups, exclusive of extreme violence and sexually explicit content; • 6JG QPNKPG ICOG RTQITCOOGU CTG EQORCVKDNG YKVJ VJG VCTIGV EWUVQOGTUÂż EQORWVGTU URGEKĂŒECVKQPU • .KEGPUKPI HGG KU CRRTQRTKCVG JGNRKPI VJG )TQWR VQ IGPGTCVG RTQĂŒV HTQO VJG ICOGU • Contains unique features and content which differ from those of other games available in the market at that time.
(2) Negotiation and purchase of online game license The team will negotiate the price and the terms of the game license and then enter into a contract with the Game Developer or Game Publishers to legally service the game in the Group’s region of business. (3) Preparation of online game service system • Equipment and computer programs: The Group will prepare the server system and computer equipment which OGGV VJG URGEKĂŒECVKQP TGSWKTGF D[ VJG )COG &GXGNQRGT +P VJKU TGICTF VJG PWODGT QH UGTXGTU TGSWKTGF VQ UWRRQTV the online game services will be estimated by the Group. The Game Developer will then install the online game programs prior to the opening of the game services at a later stage. • Client program: The Game Manager will modify and improve the Client program such that the program will be suitable to be installed on gamers’ computers, this includes the translation of the game’s language into the local language(s) (also known as Game Localisation). • Building and hosting game websites: The Game Manager will create websites for online games as a source of information for gamers regarding playing instructions, making payments and customer service matters. They also serve as advertising medium for the Group via website banners. • Service management system: The Game Manager will prepare the computer system for the manager of the game services, the Game Master, to control and monitor the online game play experience for any new content as well as to facilitate and attend to gamers’ feedback. (4) Distribution of Client Program The Group will distribute the client program through the various distribution channels to ensure that it reaches as many gamers as possible. Such distribution channels include free downloads from game websites, giveaways with various game magazines and sales package with game manuals and @Cash prepaid cards. In addition, the client program is also sent to Internet cafes that are members of the Group’s @Cafe program without any additional charges. (5) Opening for service When all has been prepared, the Group will begin the operation of the online game, which is divided into 4 stages, as follows.
• Internal Test: 6JG )COG /CPCIGT CPF UVCHH QH VJG )TQWR YKNN VGUV VJG QPNKPG ICOG HTQO VJG UGTXGT VQ ĂŒPF CP[ GTTQTU CPF VQ ĂŒZ VJGO RTKQT VQ VJG TGNGCUG QH VJG ICOG
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ANNUAL REPORT 2014 • Closed Beta: The game is open for free trials to a limited number of gamers who have been registered or invited VQ VT[ VJG ICOG CU RCTV QH VJG GHHQTV VQ ĂŒPF CPF ĂŒZ GTTQTU • Open Beta: 6JG ICOG KU QRGP VQ CNN ICOGTU YJQ JCXG TGIKUVGTGF VQ VT[ VJG ICOG CU VJG ĂŒPCN RJCUG QH VGUVKPI KP hosting as many amount of gamers as possible simultaneously. • Commercial Launch: After the game has been tested, the Group will open the game for service to the general ICOGTU CV C URGEKĂŒGF UGTXKEG TCVG (6) Publicity and advertisement The Group will publicize and advertise the game to promote the launch of the game. This is also divided into 4 stages, as follows. • Pre-Marketing: This involves the introduction of the game on game portals, online game websites, game magazines before the game is available to the public. • Launching: This involves advertising on game portals and online game websites and sending Electronic Direct Mailer to introduce the game to the current database. • Developing: The focus is on out-of-game activities on the mass media such as television and newspaper, advertisement
boards and Internet cafes, as well as in-game activities such as in-game competition. • Maturing: The focus is on maintaining the current performance of the game via continued marketing efforts in the game as well as activities through distributors of @Cash prepaid cards and Internet cafes. 8.4.3 Online game licensing fees In providing online game services, the Group acquires game licenses from several Game Developers or Game 2WDNKUJGTU VQ RTQXKFG UGTXKEGU CU VJG UQNG QRGTCVQT HQT VJG ICOG KP C URGEKĂŒE VGTTKVQT[ CV VJG TCVG CITGGF D[ VJG parties. Most of the agreements have a term of 2-4 years from the commercial launch with the right to renew at the same price and under the same conditions. In this regard, the Game Developers/Game Publishers may terminate the agreements in case of breach of the agreements by the Group and/QT VJG )TQWR HCEKPI ĂŒPCPEKCN FKHĂŒEWNV[ KPUQNXGPE[ KPCDKNKV[ VQ NCWPEJ QPNKPG ICOG UGTXKEGU KP C URGEKĂŒE VKOG GVE 6JG NKEGPUG HGG QH QPNKPG ICOG ECP DG FKXKFGF KPVQ main types, as follows. • +PKVKCN NKEGPUKPI HGG YJKEJ KU C ĂŒZGF UWO VQ DG RCKF CV VJG FCVG QH UKIPKPI VJG CITGGOGPV QT YKVJKP C URGEKĂŒGF period. • /QPVJN[ TQ[CNV[ HGG YJKEJ XCTKGU CEEQTFKPI VQ VJG COQWPV QH ITQUU RTQĂŒV HTQO VJG RTQXKUKQP QH ICOG UGTXKEGU KP GCEJ OQPVJ 5QOG CITGGOGPVU OC[ URGEKH[ VJG OKPKOWO IWCTCPVGG YJKEJ OWUV DG RCKF YKVJKP C URGEKĂŒGF period. • #PPWCN TQ[CNV[ HGG YJKEJ XCTKGU CEEQTFKPI VQ VJG COQWPV QH ITQUU RTQĂŒV HTQO VJG RTQXKUKQP QH ICOG UGTXKEGU KP each year over and above the monthly royalty fee. • 5WEEGUU HGG RC[CDNG YJGP VJG )TQWRÂżU TGXGPWG HTQO VJG ICOG TGCEJGU VJG URGEKĂŒGF NGXGN The type and amount of licensing fee payable as well as the payment period will depend upon the negotiation between the Group and the Game Developer or Game Publisher.
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RISK FACTORS
4KUMU HTQO GZVGTPCN HCEVQTU 9.1.1 Risks from changes in the laws and regulatory requirements regarding state control Currently, online game business in Thailand is regulated by the Ministry of Culture, the Ministry of Information and Communication Technology, and Department of Intellectual Property, the Ministry of Commerce.The Ministry of Culture governs game operating licenses and examines the licensed game content before its launch. Within the Department of Intellectual Property, the Ministry of Commerce also plays a part in this regulation through managing the copyright code (DIP code) issued to the licensed owner for game disc production or publication. The Ministry of Information and Communication Technology released the Computer Related Crime Act. B.E. 2550 (2007) to regulate and prevent computer related crimes. The Ministry of Culture also oversees and assigns game ratings based on the game content. Last year, “The White Game Projectâ€? was rolled out to promote and regulate control over the online games industry for gamers in Thailand. Whereas in Singapore, the regulations set in place for online games are less stringent. The online games market in Malaysia, on the other hand, is relatively new; therefore, government regulations that manages the local operations and licensing of online games and KPVGTPGV ECHGU JCXG [GV VQ DG ENGCTN[ FGĂŒPGF 4GICTFNGUU any changes in governing policies related to the online games industries or game play poses a potential effect QP VJG )TQWRÂżU RGTURGEVKXG DWUKPGUU QWVNQQM ĂŒPCPEG and operations. In Vietnam, the local government holds a strong control over the media sector and enforces strict laws over the local online games business, for instance, policy that restricts foreign investments into Vietnam. Currently, the Company is planning to set up a
company in Vietnam and is keeping a close eye for an appropriate time to enter the Vietnamese market. 9.1.2 Risks from strong competition and increase of new online game operators At present, the competitiveness in the online games market in Thailand, Singapore, Malaysia and Vietnam is intensifying as a result of the increasing numbers of new comers vying to share a slice of the RKG 6JG TKUG KP ICOG RWDNKUJGTU CPF KPĂ?WZ QH QXGTUGC publishers, tends to continue due to the exponential ITQYVJ CPF RQVGPVKCN RTQĂŒVCDKNKV[ QH VJG EWTTGPV ICOKPI scene. However, the Company has a strong foothold in Southeast Asia and has covered a wide variety of games genres over the past decade, as compared to its competitors. Currently, there are no other publisher which have published all available game genres and has garnered as many users as the Group in the region. To stay ahead of competition, the Company also pays attention to the daily trends and demands of the games market in Southeast Asia.
$WUKPGUU TKUMU 9.2.1 Risks from the failure of the game launched to the market which the licenses were already bought by the company group The initial investment to publish games is substantially high, which primarily accounts for the game’s license fee, servers, related computer equipment, as well as the marketing expenses. If revenues generated from the ICOGU QRGTCVKQPU KU PQV UWHĂŒEKGPV VQ EQXGT VJQUG EQUVU or when the revenue does not meet the Company’s expectation, it will have a negative impact on the future QRGTCVKQPU CPF RTQĂŒV HQT VJG )TQWR %QPUGSWGPVN[ VJG Group may consider to write-off the deferred license fee of the potentially non-remunerative game in full amount if VJG %QORCP[ HQTGECUVU NQY RTQĂŒVCDKNKV[ QWV QH VJG ICOG
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ANNUAL REPORT 2014 which will likely have a direct effect on the Group’s TGXKGY QH KVU QRGTCVKQPU CPF RTQĂŒVU FWTKPI VJG CEEQWPVKPI period. In order to increase the Company’s success, the Group will use its experience as well as expertise to understand the product, analyze and assess the game’s key selling points before making a decision to invest in new online ICOGU +P CFFKVKQP VJG )TQWR JCU FGĂŒPGF C ENGCT RQNKE[ VQ diversify its sources of revenue into various online games licensing by launching more than one online games for reach each country. As of 31 December 2014, the Group has offered a total 35 online game titles in 6 countries, 19 titles in Thailand, 11 titles in Singapore, 12 titles in Malaysia, 4 titles in Indonesia, 9 titles in Philippines and 8 titles in Indochina (Vietnam, Myanmar and Cambodia) and is continuously planning to release new online games in the future.
9.2.2 Risks from poor sales of in-game virtual items In the past, the Group’s revenues were mainly derived from the air time sale of its online games. However, its revenue at present mostly comes from the sales of in-game virtual items, the business model YJKEJ VJG %QORCP[ ĂŒTON[ DGNKGXGU KP CPF YKNN EQPVKPWG to practice. The business model was adapted from the change in consumers’ behavior towards free-to-play online games where purchase can be made whenever the users desire. Moreover, online game operators today believe that charging service only through selling in-game items would remove the barrier for gamers to enter the game, and potentially converting these gamers into paying users. However, the Group also foresees a risk in declining revenue from the sales of virtual in-game items due to the intense competition in the free-to-play online game sector. In addition, if a huge proportion of gamers RNC[KPI VJG HTGG VQ RNC[ ICOG FQ PQV TGĂŒNN VQ UWRRQTV VJG ICOGÂżU DWUKPGUU TGIWNCTN[ KV OC[ TGĂ?GEV RQQTN[ QP VJG )TQWRÂżU DWUKPGUU ĂŒPCPEG CPF TGUWNVU QH QRGTCVKQPU However, the Company ensures that the chosen games should have various characters and features to entice and encourage gamers to spend; for instance, to buy ingame items to customize game avatars or gain a skill
boost. Thus, the Group believes in adopting an aggressive marketing business model to target the right group of gamers can potentially make the Company’s business successful. 9.2.3 Risks from natural disaster 6JG Ă?QQF KP JCU FCOCIGF UGXGTCN JQWUGJQNF properties and affected many provinces in Thailand. The internet cafe, which are also members of the Company, were not spared either. If the local government is unable to mitigate and manage such natural disasters, VJG EQORCP[ YKNN DG CV VJG TKUM QH OCMKPI NGUU RTQĂŒVU QT even losses in the run long as these internet cafe may choose to discontinue their business and their partnership with the Company. 9.2.4 Risks from dependence on a few of internet service providers The Group currently provides online game services through the rental of Internet Data Center (IDC) to install its server system, and bandwidth from a few Internet Service Providers (ISPs). For the services in Thailand, the Group rents IDC from True Internet Data Center Co., Ltd. , CAT 6GNGEQO 2WDNKE %QORCP[ .KOKVGF CPF 66 6 5WDUETKDGT Services Co.,Ltd. and rents bandwidth from True Internet Data Center Co., Ltd. In Singapore, the company rents the server from Equinix Singapore Pte. Ltd and StarHub Ltd, and rents bandwidth from StarHub Ltd and Singtel. In Malaysia, the company rents the server from Extreme Broadband Sdn Bhd and rents bandwidth from Global transit communication. The contract was made on a short term basis and can be renewed. Should the aforementioned service providers be unable to provide quality internet services or discontinue their operations, the Group’s online game services would be greatly affected. Such cases will potentially decrease our gamers’ enjoyment and satisfaction in the comapny’s games and thereby affecting the Group’s reputation and results of operations in the future. The ISPs referred to above are among the biggest providers in their respective country, with the backup and security systems, which meet international standards. The group company added more IDC in both local and overseas
to reduce the risk on the dependency of existing IDC if service was interrupted.
ANNUAL REPORT 2014 9.2.5 Risks from not being a copyright owner and/or developer of online games In providing online game services, the Group buys copyrights of games from the copyright owners who are developers or distributors of the online games in foreign countries to provide online game services licensed for release in an identified territory for approximately 2-3 years from the commencement of its commercial launch at the fee agreed upon with the copyright owners. The copyright owners will provide support in various aspects of the game services such as improvement of program, ETGCVKPI RCVEJ ĂŒNG UQNXKPI DWIU GVE 6JG )TQWR OC[ face risks if any licensed games that the Group operates are terminated or not renewed at the acceptable price and under acceptable conditions. There is also a risk of the copyright owners being unable to provide assistance or technical support to the Group to enable the Group to provide quality services to gamers, which may affect VJG )TQWRÂżU DWUKPGUU ĂŒPCPEG CPF TGUWNVU QH QRGTCVKQPU in the future. In order to reduce such risks, the Group has a policy of procuring copyrights from various developers or distributors of online games, whose reputation is widely recognized. The agreement with the copyright owners will specify renewed terms and conditions as per orginal, QT KORTQXGF KP QTFGT VQ OCZKOK\G VJG DGPGĂŒVU YJKNG VJG games are still popular; in this case. MMORPG and Casual Games tend to be be most profitable in the contracted period between 2 - 3 years. 9.2.6 Risks from online games copyright violations At present, some operators illegally import online game programs whose copyrights have been granted to the Group, install them in their servers and provide services of such games through their own network at a lower fee service rate. This may result in the loss of some of revenue. However, the services provided through the pirated servers
are normally poor in quality both in terms of speed and ability to accommodate a large number of players simultaneously. Moreover, players can only play the games on the network of servers in which the games have been illegally installed and cannot play them on
061
the Group’s network. Therefore, there are only a limited number of players in the community on such illegal networks. Furthermore, operators violating copyright cannot solve the bugs in the game programs or technical problems that arise and therefore their services are not as popular among gamers. Therefore, the Group believes that the loss of income from such cases will PQV CHHGEV VJG )TQWRÂżU ĂŒPCPEKCN EQPFKVKQP D[ OWEJ +P order to reduce the impact of such problems, the Group set up a team to investigate and proceed legal action against copyright violators. 4KUMU HTQO VJG OCLQTKV[ UJCTGJQNFGTUÂż KPĂ?WGPEG QP VJG RQNKE[ CPF OCPCIGOGPV QH VJG )TQWR After this offer of newly issued ordinary shares to the public, the shareholding proportion of Mr. Pramoth Sudjitporn’s group, the Group’s majority shareholder, becomes 51.43% of the total paid-up capital (Detail as of 18 March 2014), which enables them to control the votes in the passing of all resolutions in the meeting of shareholders, except special resolutions which, according to the law, require a vote of three fourths in value of shares held by those present and eligible to vote. Therefore, other shareholders may not be able to gather votes to provide a counterbalance to the majority shareholders. Moreover, the majority shareholders have the power to manage the Group, with 3 of them being directors out of a total of 7 directors; with 1 of them being an elected director by the other shareholders. As such, the Company has appointed 3 independent directors who are outsiders to assess the management of the executives and ensure that the interest of the minority shareholders are being accounted for.
ANNUAL REPORT 2014
10.
063
GENERAL INFORMATION
#U QH &GEGODGT
Company Name
#UKCUQHV %QTRQTCVKQP 2WDNKE %QORCP[ .KOKVGF
Type of Business
Game operator, distributor and provider of online entertainment services for online PC games and mobile games in Thailand, Singapore, Malaysia, Vietnam, Indonesia, Philippines and Southeast Asia.
*GCF 1HÌEG
No. 9, UM Tower, Room 9/283–5, 28th Floor Ramkhamhaeng Road, Suanluang, Bangkok, 10250.
Registered Number
0107550000050
Telephone
66 2769 8888
(CEUKOKNG
66 2717 4254
Website
www.asiasoft.co.th and www.asiasoft.net
Registered Capital
307,407,762 Baht divided into 307,407,762 ordinary shares with a par value of Baht 1 each.
Paid-up Capital
307,407,762 Baht divided into 307,407,762 ordinary shares with a par value of Baht 1 each.
064
ANNUAL REPORT 2014
%QORCPKGU KP YJKEJ VJG %QORCP[ JQNF QT OQTG QH UJCTGU
#U QH &GEGODGT
Company Name
(WPDQZ %QORCP[ .KOKVGF (QTOGT PCOG YCU 2NC[RCTM %QORCP[ .KOKVGF
Type of Business
Web portals for online games and web advertisement services.
*GCF 1HÌEG
No. 9, UM Tower, Room 9/286–7, 28th Floor Ramkhamhaeng Road, Suanluang, Bangkok, 10250.
Telephone
66 2769 8888
(CEUKOKNG
66 2717 4254
Website
www.playpark.com
Registered Capital
5,000,000 Baht divided into 50,000 ordinary shares with a par value of Baht 100 each. All shares have been issued and fully paid up.
Shareholding Status
99.99% of registered capital.
Note
The Company name has been changed to Funbox Company Limited since 6 ,WPG
Company Name
#UKCUQHV +PVGTPCVKQPCN %QORCP[ .KOKVGF
Type of Business
Investment Arm (Holding Company).
*GCF 1HÌEG
No. 9, UM Tower, Room 9/161, 16th Floor Ramkhamhaeng Road, Suanluang, Bangkok, 10250.
Telephone
66 2769 8888
(CEUKOKNG
66 2717 4254
Registered Capital
112,000,000 Baht divided into 1,120,000 ordinary shares with a par value of Baht 100 each. All shares have been issued and fully paid up.
Shareholding Status
99.99% of registered capital.
ANNUAL REPORT 2014 Company Name
065
# %CRKVCN %QORCP[ .KOKVGF
Type of Business
Investment Arm (Holding Company).
*GCF 1HÌEG
No. 9, UM Tower, Room 9/283–5, 28th Floor Ramkhamhaeng Road, Suanluang, Bangkok, 10250.
Telephone
66 2769 8888
(CEUKOKNG
66 2717 4254
Registered Capital
20,000,000 Baht divided into 200,000 ordinary shares with a par value of Baht 100 each. All shares have been issued and fully paid up.
Shareholding Status
99.99% of registered capital.
Company Name
2NC[RCTM %QORCP[ .KOKVGF (QTOGT PCOG YCU (WPDQZ %QORCP[ .KOKVGF
Type of Business
Online games and entertainment services.
*GCF 1HÌEG
No. 9, UM Tower, Room 9/283–5, 28th Floor Ramkhamhaeng Road, Suanluang, Bangkok, 10250.
Telephone
66 2319 8093
(CEUKOKNG
66 2717 4254
Website
www.playpark.com
Registered Capital
40,000,000 Baht divided into 400,000 ordinary shares with a par value of Baht 100 each. All shares have been issued and fully paid up.
Shareholding Status
99.99% of registered capital held by A Capital Company Limited.
Note
This Company was changed the name to Playpark Company Limited since 12 May 2014
Company Name
6JCKYCTG %QOOWPKECVKQP %QORCP[ .KOKVGF
Type of Business
Development of computer softwares, implementation of computer systems and web advertising services.
*GCF 1HÌEG
No. 69/6 Tung Hua Pug Building, B Tower, 4th Floor, Room No.3, Soi Suksa Wittaya, Silom Road, Silom Sub-district, Bang Rak District, Bangkok.
Telephone
66 2635 0744
(CEUKOKNG
66 2635 0745
066
ANNUAL REPORT 2014
Website Registered Capital
www.thaiware.com
Shareholding Status
40% of registered capital held by A Capital Company Limited.
Company Name
1,500,000 Baht divided into 150,000 ordinary shares with a par value of Baht 100 each. All shares have been issued and fully paid up.
%[DGTICOGU %QTRQTCVKQP %QORCP[ .KOKVGF
Type of Business
Providing games through the communications and network system services via internet and web advertising services.
*GCF 1HÌEG
No. 9, UM Tower, Room 9/245, 24th Floor Ramkhamhaeng Road, Suanluang, Bangkok, 10250.
Telephone
66 2717 3515
(CEUKOKNG
66 2717 4254
Website
www.thaicybergames.com
Registered Capital
1,000,000 Baht divided into 100,000 ordinary shares with a par value of Baht 100 each. All shares have been issued and fully paid up.
Shareholding Status
30% of registered capital held by A Capital Company Limited.
Company Name
2NC[E[DGTICOGU %QORCP[ .KOKVGF
Type of Business
Online games and entertainment services.
*GCF 1HÌEG
No. 9, UM Tower, Room 9/244, 24th Floor Ramkhamhaeng Road, Suanluang, Bangkok, 10250.
Telephone
66 2717 3515
(CEUKOKNG
66 2717 4254
Website
www.playcybergames.com
Registered Capital
20,000,000 Baht divided into 2,000,000 ordinary shares with a par value of Baht 10 each. All shares have been issued and fully paid up.
Shareholding Status
59.99% of registered capital.
ANNUAL REPORT 2014 Company Name
067
6JKPMRNWU &KIKVCN %QORCP[ .KOKVGF
Type of Business
Digital marketing agency in Thailand.
*GCF 1HĂŒEG
No. 9, UM Tower, Room 9/283–5, 28th Floor Ramkhamhaeng Road, Suanluang, Bangkok, 10250.
Telephone
66 2769 8888
(CEUKOKNG
66 2717 4254
Website
www.thinkplusdigital.com
Registered Capital
5,000,000 Baht divided into 1,000,000 ordinary shares with a par value of Baht 5 each. All shares have been issued and fully paid up.
Shareholding Status
59.99% of registered capital.
Company Name
/KT[P +PPQXCVKQP %QORCP[ .KOKVGF
Type of Business
Development, maunfacturing, distribution and operation of games for mobile devices and computer
*GCF 1HĂŒEG
0Q 6JG 0KPVJ 6QYGT )TCPF 4COC VJ Ă?QQT 6QYGT # 4QQO 60# Rama 9 Road, Huaykwang, Bangkok, 10310.
Telephone
66 2168 1325
(CEUKOKNG Registered Capital
10,000,000 Baht divided into 1,000,000 ordinary shares with a par value of Baht 10 each. All shares have been issued and fully paid up.
Shareholding Status
64.99% of registered capital.
Company Name
#UKCUQHV 1PNKPG 26' .6&
Type of Business
Games publisher that operates and provides localized services for its online games published in Singapore.
1HĂŒEG
5 Tampines Central 1, #04-01 Tampines Plaza, Singapore 529541
Telephone
+65 6825 8500
(CEUKOKNG
+65 6781 3532
068
ANNUAL REPORT 2014 Website Registered Capital
www.asiasoftsea.net
Shareholding Status
100% of registered capital held by Asiasoft International Company Limited.
Company Name
2,000,000 Singapore Dollar, all shares have been issued and fully paid up.
#5 1PNKPG 5&0 $*&
Type of Business
Games publisher that operates and provides localized services for its games published in Malaysia.
1HĂŒEG
Suite 6.05 – 6.07, 6th (NQQT /GPCTC 5WOOKV 2GTUKCTCP -GYCLKRCP 75, 7'2 5WDCPI ,C[C 5GNCPIQT &CTWN 'JUCP /CNC[UKC
Telephone
+603 8023 8315
(CEUKOKNG
+603 8011 7468
Registered Capital
5,000,000 RM.
Paid-up Capital
4,000,000 RM.
Shareholding Status
100% of paid-up capital held by Asiasoft International Company Limited.
Company Name
26 #UKCUQHV
Type of Business
Online Games Business Services.
1HĂŒEG
$GNNG\C 1HĂŒEG 6QYGT th (NQQT , .GVLGP 5QGRGPQ 0Q ,CMCTVC 5GNCVCP 12210, Indonesia
Telephone
+62 21 300 27855
(CEUKOKNG
+62 21 300 27866
Website
www.asiasoft.net.id
Registered Capital
1,750,000 US Dollar
Paid-up Capital Shareholding Status
1,000,000 US Dollar 79.90% of paid-up capital held by Asiasoft International Company Limited.
ANNUAL REPORT 2014 Company Name
069
%+$ &GXGNQROGPV 5&0 $*&
Type of Business
Games publisher and service provider in Malaysia
1HĂŒEG
Suite 6.05-6.07, 6th (NQQT /GPCTC 5WOOKV 2GTUKCTCP -GYCLKRCP 75, + 7'2 5WDCPI ,C[C 5GNCPIQT /CNC[UKC
Telephone
+603 8023 8315
(CEUKOKNG
+603 8023 7830
Website
www.cib.com.my
Registered Capital
1,000,000 RM, all shares have been issued and fully paid up.
Shareholding Status
61.68% of registered capital.
Company Name
6TKNKIJV %QXG 'PVGTRTKUGU .VF
Type of Business
Games publisher and service provider in Indochina
1HĂŒEG
Porcullis TrustNet Chambers, P.O.Box 3444, Road Town, Tortola, British Virgin Islands.
%QTTGURQPFGPV 1HĂŒEG
5 Tampines Central 1, #04-01 Tampines Plaza, Singapore 529541
Telephone
+65 6825 8506
(CEUKOKNG
+65 6782 7462
Registered Capital
1,000,000 US Dollar, all shares have been issued and fully paid up.
Shareholding Status
60.00% of registered capital held by AS Online Sdn. Bhd.
Company Name
.GXGN 7RĂŽ +PE
Type of Business
Games publisher and service provider in Philippines
1HĂŒEG
6th Floor, OPL Building, 100C Palanca St., cor Dela Rosa St., Legaspi Village, Makati City, Philippines
Telephone
+63 2 7519600
(CEUKOKNG
+63 2 8136199
Website
www.levelupgames.ph
070
ANNUAL REPORT 2014 Registered Capital
310,020,000 PHP divided into 31,000,000 Class A common shares with a par value of PHP10 each and 2,000,000 Class B common shares with a par value of PHP0.010 each
Paid-up Capital
138,550,850 PHP divided into 13,853,085 Class A common shares with a par value of PHP10 each and 2,000,000 Class B common shares with a par value of PHP0.010 each
Shareholding Status
100% of Paid-up Capital
4GHGTGPEG 2GTUQPU Registrar 6JCKNCPF 5GEWTKVKGU &GRQUKVQT[ %QORCP[ .KOKVGF 62 The Stock Exchange of Thailand Building, Rachadapisek Road, Klongtoey, Bangkok 10110, Thailand Telephone
0 2229 2800
(CEUKOKNG
0 2654 5427
Auditors /KUU 5WRCPPGG 6TK[CPCPVCMWN %2# .KEGPUG 0Q '; 1HĂŒEG .KOKVGF 33rd (NQQT .CMG 4CLCFC 1HĂŒEG %QORNGZ 4CLCFCRKUGM 4QCF Klongtoey,Bangkok 10110 Telephone
0 2264 0777
(CEUKOKNG
0 2264 0789
ANNUAL REPORT 2014
11.
071
INFORMATION OF SECURITIES AND SHAREHOLDERS
%QORCP[¿U 5GEWTKVKGU As of 31 December 2014, the Company’s registered capital was Baht 307,407,762, divided into 307,407,762 ordinary shares with a par value of Baht 1.00 each, of which Baht 307,407,762 is paid-up capital, divided into 307,407,762 ordinary shares with a par value of Baht 1.00 each.
%QORCP[¿U 5JCTGJQNFGTU #U QH VJG NCVGUV DQQM ENQUKPI FCVG QP /CTEJ 6QR 6GP %QORCP[¿U UJCTGJQNFGTU CTG CU HQNNQYU
0COGU QH 5JCTGJQNFGTU
0Q QH 5JCTGU
*QNFKPI
1. Mr. Pramoth Sudjitporn a
131,121,400
42.654
2. Mr. Tan Tgow Limb
30,023,300
9.767
3. Asia Investment Partners Limited c
30,000,000
9.759
/KUU 5CQYCNCM ,KVUCOTKV a
27,000,000
8.783
5. Mr. Lertchai Kanpai
15,509,500
5.045
/KUU 5GGV ,KPI *WCP ,GPPKHGT b
15,000,000
4.880
7. Thai NVDR Company Limited
3,521,200
1.145
8. Mr. Somsak Tiraganun
2,183,200
0.710
/T %JCK[CP ,KVRWGPVJCO
2,000,000
0.651
/QTICP 5VCPNG[ Co. International PLC
1,645,300
0.535
072
ANNUAL REPORT 2014
4GOCTMU a
/T 2TCOQVJ 5WFLKVRQTP KU C URQWUG QH /KUU 5CQYCNCM ,KVUCOTKV
b
/T 6CP 6IQY .KO KU C URQWUG QH /KUU 5GGV ,KPI *WCP ,GPPKHGT
The Company is currently investing in Lombard Asia III Fund, which is supported and managed by Lombard Investment, +PE YJGTG VJG JGCF QHĂŒEG KU NQECVGF CV 5CP (TCPEKUEQ 75# c
The investment has been allocated to Asia Investment Partners Limited, a company whose whole shares are JGNF D[ .QODCTF #UKC +++ (WPF YJGTG VJG NCVVGT EQORCP[ÂżU JGCF QHĂŒEG KU NQECVGF KP *QPI -QPI .QODCTF #UKC +++ (WPF has prioritized to invest in Thailand and other countries in Southeast Asia and has policies to invest in long-term shares in potential competitive companies. Unit holders of such fund are famous institution investor such as the California Public Employees’ Retirement System (CalPERS), Asian Development Bank, International Finance Corporation of the World Bank Group, and Fund of Funds which established by CDC Group PLC. .KUV QH OCLQT UJCTGJQNFGTU YJQ CEEQTFKPI VQ VJGKT EQPFWEVU CTG CDNG VQ CUUGTV VJGKT KPĂ?WGPEGU VQYCTFU VJG OCPCIGOGPV RQNKE[ CPF QRGTCVKQP RTQEGFWTG QH VJG EQORCP[ (Shareholding groups or shareholders who owned over 10% and holding position as the company’s director or sending representative as the company’s director), are Mr. Pramoth Sudjitporn’s Group and Mr. Tan Tgow Lim’s Group.
&KXKFGPF 2C[OGPV 2QNKE[ In general, if Asiasoft Group has no funding requirement for additional investments or business expansions CPF JCU UWHĂŒEKGPV ECUJ Ă?QY #UKCUQHV )TQWR JCU C RQNKE[ VQ RC[ C FKXKFGPF VQ UJCTGJQNFGTU QH VJG %QORCP[ CPF KVU UWDUKFKCTKGU OKPKOWO QH PGV RTQĂŒV QH GCEJ EQORCP[ CEEQTFKPI VQ GCEJ EQORCP[ÂżU ĂŒPCPEKCN UVCVGOGPVU CHVGT FGFWEVKPI EQTRQTCVG KPEQOG VCZ NGICN TGUGTXGU CPF QVJGT PGEGUUCT[ TGUGTXGU RCKF KP VYQ RC[OGPVU 6JG ĂŒTUV FKXKFGPF payment shall be paid as an interim dividend and the second dividend payment shall be paid as an annual dividend. Nevertheless, this dividend payment rate may be changed depending on the necessity and appropriateness, given that VJKU EJCPIG OWUV RTQXKFG VJG JKIJGUV DGPGĂŒV VQ VJG UJCTGJQNFGTU #P[ TGUQNWVKQP HTQO VJG %QORCP[ÂżU $QCTF QH &KTGEVQTU regarding the dividend payment must be proposed at the Shareholder Meeting for approval, with the exception of an interim dividend payment, which the Board of Directors may approve and then report to the next Shareholder Meeting.
ANNUAL REPORT 2014
12.
073
MANAGEMENT STRUCTURE
$QCTF QH &KTGEVQTU As of 31 December 2014, the Company’s Board of Directors has 7 members, and have attended the Thai Institute of Directors’ training programmes, are as follows:
0COG
2QUKVKQP
#V VJG OGGVKPI FWTKPI
Chairman of the Board
4/4
Vice Chairman of the Board
4/4
3. Mr. Lertchai Kunpai
Director
4/4
4. Mr. Surasak Khaoroptham
Director
4/4
/T %JCNGTORJQPI ,KVMWPVKXQPI
Independent Director and Chairman of the Audit Committee
3/4
6. Mrs. Monluedee Sookpantarat
Independent Director and the Audit Committee Member
4/4
7. Mr. Thanwa Laohasiriwong
Independent Director and the Audit Committee Member
4/4
1. Mr. Tan Tgow Lim 2. Mr. Pramoth Sudjitporn
Mrs. Monluedee Sookpantarat is the Audit Committee Member who has adequate expertise and experience to TGXKGY VJG ETGFKDKNKV[ QH VJG ĂŒPCPEKCN TGRQTVU Mr. Chalermchai Duphatsakul is the Secretary to the Board. #WVJQTK\GF &KTGEVQTU VQ DKPF VJG %QORCP[ RWTUWCPV VQ KVU %GTVKĂŒECVG QH +PEQTRQTCVKQP Mr. Pramoth Sudjitporn’s signature together with signature from Mr. Lertchai Kunpai or Mr. Tan Tgow Lim and along with the company seal.
6JG RTKPEKRCN RQYGT FWVKGU CPF TGURQPUKDKNKVKGU QH VJG $QCTF QH &KTGEVQTU
1. Overseeing, monitoring and managing the Company’s operations to ensure that they are carried out pursuant to the law, the Company’s objectives and the Company Charter and are in line with resolutions adopted during shareholder meetings on the basis of good corporate governance principles, and ensuring that action taken is in line with the rules and regulations prescribed by the SET and the SEC. 2. Determining or revising the list of authorized directors for the Company.
074
ANNUAL REPORT 2014
3. Setting policies, strategies and direction for the Company’s operations and supervising the management to ensure GHHGEVKXG CPF GHĂŒEKGPV KORNGOGPVCVKQP QH VJG FGUKIPCVGF RQNKEKGU VQ ETGCVG JKIJGUV GEQPQOKE DGPGĂŒVU VQ KVU UJCTGJQNFGTU CPF HQT the Company’s sustained development. 4. Making decisions on important matters such as business plans, budgets, major investment projects, management authority and any other matters prescribed by law. 5. Appointing any sub-committee(s) or individual(s) e.g. Executive Committee, Audit Committee and Managing Director, to help in the monitoring, follow-up and supervision of the Company’s management on matters which are substantial within the Board’s jurisdiction. This includes evaluation of performance and determination of remuneration for the members of those sub-committee(s) or individual(s), or delegation of authority of any duration as is deemed expedient. Such authority may, however, DG VGTOKPCVGF TGXQMGF OQFKĂŒGF QT TGXKUGF D[ VJG $QCTF 6CMKPI CEVKQP VQ GPUWTG VJCV VJGTG KU CP GHĂŒEKGPV CPF GHHGEVKXG U[UVGO KP RNCEG HQT KPVGTPCN EQPVTQN KPVGTPCN CWFKV TKUM management, monitoring and following up those issues on a regular basis. 2TGRCTKPI VJG $QCTFÂżU #PPWCN 4GRQTV U CPF VCMKPI EJCTIG QH RTGRCTKPI CPF FKUENQUKPI ĂŒPCPEKCN UVCVGOGPVU VQ IKXG KVU UJCTGJQNFGTU KPHQTOCVKQP QP VJG %QORCP[ÂżU ĂŒPCPEKCN UVCVWU CPF KVU RGTHQTOCPEG KP VJG RTGEGFKPI [GCT However, delegation of authority to the above sub-committee(s) or individual(s) shall not include any delegation of authority which will empower any of them to authorise a transaction between the Company or any of its subsidiaries and the CDQXG UWD EQOOKVVGG U QT KPFKXKFWCN QT VJGKT CWVJQTKUGF TGRTGUGPVCVKXG YKVJ C RQUUKDNG EQPĂ?KEV QH KPVGTGUV QH CP[ MKPF +P CFFKVKQP the Company is required to ask for prior approval from the Company’s shareholders regarding the Company’s enterance into a connected party transaction and acquisition or disposal of its material assets in accordance with the SET applicable regulations. +H CP[ FKTGEVQT QT KPFKXKFWCN UJQWNF DG KFGPVKĂŒGF YKVJ JCXKPI C EQPĂ?KEV QH KPVGTGUV CU UVKRWNCVGF KP 0QVKĂŒECVKQP U QH VJG 5'% CPF QT the SET), that director(s) or individual(s) shall not have a right to vote or be authorized to approve that transaction in any way. Moreover, the Board has delegated authority to any of the above sub-committee(s) or individual(s) to execute
transactions concerning the Company’s operations and investment in its normal course of businesses in which the scope QH CWVJQTKV[ CPF ĂŒPCPEKCN NKOKVU CV GCEJ NGXGN CTG ENGCTN[ FGĂŒPGF 5WEJ FGNGICVKQP QH CWVJQTKV[ OC[ PQV DG OCFG YKVJQWV UGVVKPI C ĂŒPCPEKCN NKOKV
/CPCIGOGPV CEEQTFKPI VQ VJG FGĂŒPKVKQP QH VJG 5'% CPF VJG 5'6 As of 31 December 2014, the Company’s Management consisted of 7 executives as follows:
0COG
2QUKVKQP
1. Mr. Pramoth Sudjitporn
%JKGH 'ZGEWVKXG 1HĂŒEGT
2. Mr. Goh Kian Khoon
%JKGH (KPCPEKCN 1HĂŒEGT
3. Mr. Lertchai Kanpai
Managing Director
4. Mr. Kittipong Prucksa-aroon
Deputy Managing Director - Sales
5. Mr. Vinai Vimukti
Deputy Managing Director – IT
6. Miss Siriratt Waisarayutt
Deputy Managing Director – Marketing and Project
7. Miss Saijai Ruckittana
Deputy Managing Director – Accounting and Finance
ANNUAL REPORT 2014
075
1TICPK\CVKQP %JCTV
&KLHI ([HFXWLYH 2IÀFHU &(2
&KLHI )LQDQFLDO 2IÀFHU &)2
0DQDJLQJ 'LUHFWRU 0'
DMD – Finance
DMD – IT
'0' ² 3URGXFW
DMD – Sales
Accounting
Management Information System
Project
Customer Care
Corporate Service
IT Infrastructure
Marketing
FPS & MOBA
Internal Control Corporate Finance
Sales Business Development
HR
076
ANNUAL REPORT 2014
6JG RTKPEKRCN RQYGT FWVKGU CPF TGURQPUKDKNKVKGU QH %JKGH 'ZGEWVKXG 1HĂŒEGT 1. Supervising, monitoring and approving transactions/matters pertaining to the normal course of the Company’s business and that of its subsidiaries to ensure that they remain in line with the Board’s policies and decisions. It is also authorised to delegate authority, as considered appropriate, to the Managing Director, executives or one or several individuals in the Company and its subsidiaries to take any action relating to the Company’s regular and daily operations and those of its subsidiaries. 2. Taking action and managing operations/activities involving the administration of the Company and its subsidiaries. 3. Taking any action in the normal course of the Company’s business or that of its subsidiaries such as the purchase of goods and licenses, and investment in properties which does not exceed Baht 20 million per each contract, and delegating authority for payments to personnel at executive levels in the Company and its subsidiaries to purchases, EQPVTCEVWCN JKTG GORNQ[OGPV HQT RTQRGTVKGU CPF UGTXKEGU HQT VJG DGPGĂŒV QH VJG %QORCP[ CPF KVU UWDUKFKCTKGU 4. Delegating authority to the Managing Director, employees at the executive level or one or several individuals in the %QORCP[ CPF KVU UWDUKFKCTKGU VQ VCMG CP[ CEVKQP EQPUKFGTGF CRRTQRTKCVG QP DGJCNH QH VJG %JKGH 'ZGEWVKXG 1HĂŒEGT VJG %'1 FKUEJCTIKPI URGEKĂŒE FWVKGU UWEJ CU RWTEJCUGU GORNQ[OGPV RC[OGPV WPFGT VJG %'1ÂżU UWRGTXKUKQP CPF YKVJKP VJG VKOGHTCOG VJG %'1 UGVU 5WEJ FGNGICVKQP QH CWVJQTKV[ OC[ DG VGTOKPCVGF TGXQMGF TGXKUGF QT OQFKĂŒGF D[ VJG %'1 5. Taking action on behalf of and representing the Company and its subsidiaries to third parties in matters relating and DGPGĂŒEKCN VQ VJG %QORCP[ CPF KVU UWDUKFKCTKGU 6. Appointing advisors in various areas necessary for the operations of the Company and its subsidiaries within the budgetary
framework authorised each year by the Board. 7. Carrying out any other duties which may be assigned to them from time to time by the Board or the Executive Committee.
The CEO will report directly to the Executive Committee. He or she must act in accordance with the guidelines and policies set by the Executive Committee. Moreover, the CEO will have no authority to take any action or be involved in any transaction or matters between the Company or any of its subsidiaries and other the CEO or their authorised representative in the case of a possible EQPĂ?KEV QH KPVGTGUVU QH CP[ MKPF *QYGXGT VJKU TWNG OC[ DG YCKXGF KH VJG CWVJQTKUCVKQP KPXQNXGU C VTCPUCEVKQP YJKEJ KU VQ DG undertaken on an arms’ length basis in the normal course of the Company’s business within the scope of his/her powers CPF QT ĂŒPCPEKCN NKOKV UGV D[ VJG $QCTF UWDLGEV VQ VJG ETKVGTKC terms and procedure under the Company’s articles of association and the applicable rules of the SEC. 6JG RTKPEKRCN RQYGT FWVKGU CPF TGURQPUKDKNKVKGU QH VJG /CPCIKPI &KTGEVQT 1. Supervising, monitoring and authorising matters pertaining to the normal course of the Company’s operations to ensure they remain in line with the policies set by the CEO. The Managing Director is also authorised to delegate authority to executives or one or several individuals to take any action involving the Company’s regular operations as he or she UGGU ĂŒV 2. Undertaking action and managing operations/activities involving the general administration of the Company’s affairs. 3. Employing, appointing, re-locating, dismissing and terminating Company employees below the executive level as well as determining and adjusting their remuneration and bonuses, together with appointing individual(s) to represent the Employer on the Company’s Provident Funds Committee. 4. Authorising action in the normal course of the Company’s operations such as the purchase of goods and licenses, and
ANNUAL REPORT 2014
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investment in properties which does not exceed Baht 10 million per each contract, and delegating the authority for RC[OGPVU VQ %QORCP[ÂżU GZGEWVKXGU VQ RWTEJCUGU EQPVTCEVWCN JKTG GORNQ[OGPV HQT RTQRGTV[ CPF UGTXKEGU HQT VJG DGPGĂŒV of the Company. 5. Delegating authority to employees at the executive level or to one or several individuals to take any action considered CRRTQRTKCVG QP DGJCNH QH VJG /CPCIKPI &KTGEVQT KP QTFGT VQ FKUEJCTIG URGEKĂŒE FWVKGU QP JKU QT JGT DGJCNH (such as purchases, employment, payment) under his or her supervision and within the timeframe that he or she sets. Such FGNGICVKQP QH CWVJQTKV[ OC[ DG VGTOKPCVGF TGXQMGF TGXKUGF QT OQFKĂŒGF D[ VJG /CPCIKPI &KTGEVQT 6. Issuing orders, rules, announcements and memoranda to ensure that work is carried out pursuant to the Company’s policies and in its interests and for the sake of maintaining order within the organisation. 7. Taking action on behalf of and representing the %QORCP[ VQ VJKTF RCTVKGU KP OCVVGTU TGNCVKPI CPF DGPGĂŒEKCN VQ VJG %QORCP[ 8. Carrying out any other duties which may be assigned from time to time by the CEO. The Managing Director will come under the CEO’s jurisdiction and will report directly to him or her. The Managing Director will act in accordance with guidelines and policies set by the CEO. Moreover, the Managing Director will have no authority to take any action in or relating to transactions or matters between the Company or any of its subsidiaries CPF QVJGT /CPCIKPI &KTGEVQTU QT VJGKT CWVJQTKUGF TGRTGUGPVCVKXG KP VJG ECUG QH RQUUKDNG EQPĂ?KEV QH KPVGTGUVU QH CP[ MKPF However, this rule may be waived if the authorisation involves a transaction which is undertaken on an arms’ length basis KP VJG PQTOCN EQWTUG QH VJG %QORCP[ÂżU DWUKPGUU CPF KU YKVJKP VJG UEQRG QH KVU RQYGTU CPF QT VJG ĂŒPCPEKCN NKOKV UGV D[ VJG CEO, subject to the criteria, terms and procedure under the Company’s articles of association and the applicable rules of the SEC.
%QORCP[ 5GETGVCT[ The Board of Directors’ Meeting No. 5/2008 held on 13th August 2008 has the resolution to appoint Mr. Chalermchai
Duphatsakul as the Company Secretary with effect from 13th August 2008 and has the rights, duties and responsibilities in accordance with the laws as summarized following: 1. Prepare and keep the following documents: • a register of directors • a notice for calling director meeting, a minute of meeting of the board of directors and an annual report of the company;
• a notice for calling shareholder meeting and a minute of shareholders’ meeting; 2. -GGR TGRQTVU QH EQPĂ?KEV QH KPVGTGUV YJKEJ CTG TGRQTVGF D[ C FKTGEVQT QT OCPCIGOGPV 3. 2GTHQTO CP[ QVJGT CEVU CU URGEKĂŒGF KP VJG PQVKĂŒECVKQP QH VJG %CRKVCN /CTMGV 5WRGTXKUQT[ $QCTF Mr. Chalermchai Duphatsakul graduated Bachelor of Laws with 2nd class honors, Thammasat University and passed Training Program organized by Thai Institute of Directors Association (IOD) i.e. Company Secretary Program (CSP27/2008) and Effective Minute Taking Program (EMT11/2008)
078
ANNUAL REPORT 2014
&KTGEVQTU CPF /CPCIGOGPV 4GOWPGTCVKQP Monetary Remuneration (a) Directors’ Remuneration 2014
4GOWPGTCVKQP $CJV
/GGVKPI #NNQYCPEG $CJV
1. Mr. Tan Tgow Lim
360,000.00
-
2. Mr. Pramoth Sudjitporn
240,000.00
-
3. Mr. Lertchai Kunpai
240,000.00
-
/T %JCNGTORJQPI ,KVMWPVKXQPI
240,000.00
240,000.00
5. Mrs. Monluedee Sookpantarat
240,000.00
180,000.00
6. Mr. Surasak Khaoroptham
240,000.00
-
7. Mr. Thanwa Laohasiriwong
240,000.00
180,000.00
2GTUQPU
4GOWPGTCVKQPa $CJV
8
15,580,724.94 c
&KTGEVQT
6QVCN
(b) Remuneration of Management 2014
2QUKVKQP Executives b
Remarks: a Comprising of salaries, bonuses, contributions to Social Security Funds and Provident Funds, overtime RC[OGPVU CPF YGNHCTG DGPGĂŒVU b
#U FGĂŒPGF D[ VJG 5'% CPF VJG 5'6 CPF KPENWFGU /T 2TCOQVJ 5WFLKVRQTP CU VJG %'1
Remuneration were calculated by the actually work days, as some members in the management have resigned from the Company during the year. c
ANNUAL REPORT 2014
079
*WOCP 4GUQWTEGU The number of employees and remuneration for the Group of Company (excluding directors and executives) as of the end of year 2014 is detailed below:
5GEVKQPU Online Games Project Business Development IT Web Digital #EEQWPVU (KPCPEG Sales Marketing Creative HR and Administration Customer Service Legal +PVGTPCN %QPVTQN 1HÌEG Management Others
6QVCN
6[RGU QH 4GOWPGTCVKQP
0WODGT QH 'ORNQ[GGU #U QH &GEGODGT %QORCP[
5WDUKFKCTKGU a
6QVCN
59 66 16 20 25 51 20 8 124 2 2 2
89 5 36 9 5 19 6 3 32 11 2
148 5 102 16 29 30 70 26 11 156 2 2 11 4
395
217
612
'ORNQ[GGU¿ 4GOWPGTCVKQP $CJV /KNNKQP
Salaries Bonus Others b
270.22 24.01 34.48
6QVCN
328.71
Remarks: a Including ASO, ASI, ASM, PP, PT, CIB, TLC, PCG, TP, LUI, MR b
Comprises of contributions to the social security funds and provident funds, social welfare, overtime, commissions and allowances.
Since it commenced operations, there has been no labour dispute within the Group.
080
ANNUAL REPORT 2014
Policy of Human Resource Development The Company places great importance on Human Resource Development in accordance to the Policy and Strategic of Human Resource Development recommended in order to enhance business competitiveness. Therefore, we focus on developing and improving our personal competencies through a variety of learning models. The Company has provided employees with the right knowledge, skills and facilitiesto carry out their duties and strengthen the Company for further prosperity. It is the Company’s policy to provide employees training both in-house and external training courses, as well as training for its business partners who are online game developers. This will enhance employees’ knowledge of Information Technology, online games and other useful and necessary areas of knowledge. Overseas Field Trip are also provided for employees to bring in and apply new technology and knowhow for company’s business. Employees also learn VJGKT XKC 1P ,QD 6TCKPKPIU YKVJ VJG QDLGEVKXG VQ NGCTP VJG TGNGXCPV MPQYNGFIG UMKNNU CPF KPUKIJVU HTQO GZRGTVKUG QH UGPKQT GZRGTKGPEGF GORNQ[GGU VJKU YKNN JGNR KORTQXG VJG GHĂŒEKGPE[ QH VJG %QORCP[ÂżU GORNQ[GGU CETQUU CNN NGXGNU YJKNG ETGCVKPI a working environment and atmosphere of proactiveness among employees to diligently carry out their respective duties to strengthen the Company for further prosperity.
ANNUAL REPORT 2014
13.
081
CORPORATE GOVERNANCE
%QTRQTCVG )QXGTPCPEGÂżU 2QNKE[ The Board is aware of its role, duties and responsibilities
towards the Company and its shareholders and has already approved written policies pertaining to supervision and monitoring of its operations. Criteria and operating guidelines have been set, in line with Principles of Good Corporate Governance of the SET to support the Good Corporate Governance in practice. Moreover, the Company must comply with the various rules and regulations prescribed by the SEC and the SET in every respect and review its governance policies and evaluate the result pursuant to those policies at least once a year. 1P ,WPG VJG $QCTF QH &KTGEVQTU /GGVKPI No.1/2007 resolved to create policies on the supervision of its operations, which will be used as guidelines. They can be divided into 5 sections, as follows: 1. The Rights of Shareholders The rights of shareholders covers a variety of rights such as the right to purchase, sell or transfer shares, the TKIJV VQ UJCTG KP VJG %QORCP[ÂżU RTQĂŒVU VJG TKIJV VQ CVVGPF shareholder meetings, and the right to express an opinion and to participate in making important decisions in the Company. Such decisions include the selection of directors, approval of major transactions with a potential impact on the Company’s direction, and revisions of the Company’s Memorandum and Articles of Association. It is the Company’s policy to promote and facilitate the shareholders’ exercise of their various rights, by such means as the following
person, he or she is given the opportunity to appoint an independent director or any individual as his or her proxy at the meeting by using any of the forms of proxy sent by the Company together with the convening
notice for the meeting. • Before a scheduled meeting date, shareholders are given the opportunity to send their opinions, recommendations and questions by e-mail to the Investment 4GNCVKQPU 1HĂŒEGT QT VJG $QCTF 5GETGVCT[ • The Company will arrange an appropriate time-slot for shareholders to make their comments and recommendation or raise questions freely on any agenda item before a resolution is adopted on that item. Adequate information has already been provided to shareholders for these meetings and the Company will arrange to have available staffs who are well informed in each area under question, under the Board’s supervision, to respond to any questions or FQWDVU TCKUGF HTQO VJG Ă?QQT • All directors will attend the meeting so that shareholders may ask for further details or information on any relevant
issues. 2. Equitable Treatment of Shareholders It is the Company’s policy to treat all shareholders equally and protect their rights in the interest of strengthening equitable treatment particularly for minority shareholders. For instance:
• Distribute information concerning shareholder meetings
• Shareholders will be given equal opportunities and facilities. No action will be taken that will limit, violate or diminish their rights.
on the Company’s website before sending out paper documents, and elaborating on the rights of shareholders in attending the meeting and voting.
• The right to vote at meetings will be determined by the number of shares held by each shareholder at the rate of one vote for one share.
• Where a shareholder cannot attend the meeting in
• Independent directors are assigned to take care of
082
ANNUAL REPORT 2014 minority shareholders who may make recommendations, comments or complaints to them. These independent
directors will give appropriate consideration to each issue. For example, in the case of complaints, they will establish the facts and decide a suitable remedy. In the case that the independent directors consider that VJG TGEQOOGPFCVKQP JCU UKIPKĂŒECPV KORCEV QP VJQUG with vested interests or on the Company’s operations in general, that issue will then be submitted to the shareholder meeting for the shareholders’ consideration.
• Shareholders will be encouraged to exercise their rights. For example, minority shareholders will be given the opportunity to add agenda items before the scheduled meeting date or to nominate directors.
The agenda, however, may not be expanded without prior notice to shareholders. • The Board has taken measures against insider trading
by relevant parties including directors, executives, employees and employees of the Group involved with that information (including the spouses and non sui-juris children of those individuals). 3. Role towards stakeholders The Company takes seriously the rights of all stakeholders such as customers, suppliers, employees or shareholders as well as the public and society overall. They will be treated by the Board in accordance with their rights, conditions, legal requirements and various related rules and regulations. Action will also be taken for co-operation between these various stakeholders according
to their roles and duties to ensure smooth operations with stability and equitable returns for all parties. To ensure that stakeholders receive their due, the Company has established an operating guideline in its Code of Conduct for Employees. The Code of Conduct has been distributed on the Company’s website and internal communications media such as the Intranet and the PR Board. The directors, executives and employees at every level must adhere closely to the Code of Conduct in their work. In addition, channels have been opened for stakeholders
to communicate with, and comment or provide information to the Board through independent directors.
• Shareholders: In its determination to achieve good performance, stable growth and competitiveness for the Company in the face of current and future risks, and to create added value for its shareholders in the long-term, it is the Company’s duty to disclose information for the sake of equity and transparency such that it will endeavour to protect the Company’s property and to preserve its good reputation to the best of its ability. • The Company’s Board of Directors: The Board is aware of the rights of all stakeholders and the action to be taken to treat all fairly and equitably. • Employees: Employees are a valuable asset of the Company. Therefore the Company recruits people with the relevant skills and experience to ensure the Company’s growth and satisfy its requirements. Human resource development is ongoing to ensure that staff competencies are maintained at a high level and that staff are appropriately and competitively compensated vis-Ă -vis leading companies. Moreover, the Company is focused on building up and reinforcing a good working culture and environment and treating its employees fairly on an equal basis. The Company looks after employees’ security and welfare through its Provident Funds and its provision of loans to GORNQ[GGU CTTCPIGOGPVU HQT ĂŒTG FTKNNU RTQXKUKQP QH safety/security systems etc. • Customers: The Company focuses on customer satisfaction with its workforce of quality staff and excellent service together with its readiness to meet their demands. Customers are treated respectfully and responsibly and care is taken to keep information from VJGO EQPĂŒFGPVKCN Customer feedback is encouraged YKVJ UVCHH URGEKĂŒECNN[ CUUKIPGF VQ TGEGKXG EQORNCKPVU • Suppliers: The Company takes care to treat its suppliers
in line with commercial terms and contractual obligations. Action is taken within a framework of fair competition avoiding cheating behavior. • Competitors: The Company functions within a framework of fair competition and has always avoided dishonest measures that try to eliminate competitors.
ANNUAL REPORT 2014 • Communities, Society and the Environment: The Company fully cognizant of its role as a part of society with a commitment for its well-being, public activities is supported in the interest of developing communities and the Environment. Its online games services are provided with a serious commitment to Society as it is the Company’s policy to provide games with suitable content without violence and with appropriate warnings in its games and advertisements. Seminars are arranged to encourage players to spend their time appropriately and to RNC[ VJGKT ICOGU RTQRGTN[ 6JG %QORCP[ KU VJG ĂŒTUV online games operators in Thailand to provide an CIG ENCUUKĂŒECVKQP HQT GCEJ ICOG KP CEEQTFCPEG YKVJ VJG 5VCVGÂżU CIG ENCUUKĂŒECVKQP RQNKE[ +V CNUQ OCMGU C Game Master available for each game in order to check and monitor gamers’ various activities in the games and to ensure that no violence, gambling or other inappropriate activity is involved. Moreover, its online games services help to build gamers’ computer
skills and expand the internet usage and internet network infrastructure, enabling the public to easily access data and various information. In addition, online games developed by the Group have contributed VQ VJG FGXGNQROGPV QH 6JCKNCPFÂżU 4 & KP UQHVYCTG and animation. 4. Disclosure and Transparency $GUKFGU OCMKPI EQORNGVG CPF VKOGN[ ĂŒPCPEKCN FKUENQUWTG
or disclosure of other information to the public via various channels in strict compliance with the law, the Company shall also make the following disclosures to show the transparency of its operations: • Disclosure of information concerning performance by various sub-committees such as the frequency of their meetings. • Disclosure of guidelines in recruiting directors, relevant evaluation guidelines and evaluation of the Board’s
performance. • Disclosure of remuneration policies for directors and high-level executives as well as the form, manner and amount of remuneration received by each member of the
083
various sub-committees.
• Disclosure of policies created for protection of the environment and in support of society, and the results of their implementation. • Report on policies of corporate governance and their implementation. • Opportunity for the public to raise any concern/query via VJG +PXGUVOGPV 4GNCVKQPU 1HĂŒEGT
5. Responsibilities of the Board, its structure and various sub-committees The Board’s Structure The vision outlined by the Group is that: “We are determined to maintain our leadership in Online Entertainment Services involving online games in the Southeast #UKCP 4GIKQP YKVJ C HQEWU QP RTQXKFKPI GHĂŒEKGPV services, developing our personnel to support the services and expanding investment to other high potential countries in the Region, under a transparent and accountable management pursuant to the principles of Good Corporate Governanceâ€?. To realize this vision, the Board strives to maintain the highest ethical standards within the framework of the law, the Company’s objectives and its Charter as well as resolutions adopted at shareholder meetings with commitment, honesty, integrity and prudence in line with good operating practice so as to deliver highest economic value to the Company and maximum stability to shareholders
The Company’s Board of Directors comprises of people who have knowledge, skills and experience drawn from a variety of professions in the areas of PC games, QPNKPG DWUKPGUU ĂŒPCPEG OCTMGVKPI NCY OCPCIGOGPV +6 CPF QVJGT ĂŒGNFU DGPGĂŒEKCN VQ VJG %QORCP[ÂżU YQTM 6JG Board is free to decide in the best interests of the Company and its shareholders overall. This Board has played a part in determining (or approving) the Company’s Vision, Mission, Strategies, Targets, Business Plans and Budgets as well as supervising the performance of its management to ensure effective implementation of the Business Plans and Budgets
HQT VJG ITGCVGUV GEQPQOKE DGPGĂŒV HQT VJG %QORCP[ CPF maximum stability for the shareholders. Action has also been taken to ensure that there is a process for regular
084
ANNUAL REPORT 2014
evaluation of the adequacy of internal control, internal audit, TKUM OCPCIGOGPV ĂŒPCPEKCN TGRQTVKPI CPF HQNNQY WR QH performance. Currently, the Company’s Board of Directors comprises
of 7 members, 3 of whom are executive and 4 are nonexecutive. Three members of the Board are independent directors which, therefore, exceeds one-third of the Board thereby giving an appropriate balance vis-Ă -vis executive directors. The Board has set up 2 sub-committees to help supervise operations of the Group, i.e. the Executive Committee and the Audit Committee which consists of 3 KPFGRGPFGPV FKTGEVQTU YKVJ C VGTO QH QHĂŒEG QH WR VQ [GCTU The duties and responsibilities of those Committees have DGGP GZRTGUUN[ FGĂŒPGF CV RTGXKQWU UJCTGJQNFGT OGGVKPIU The Company has clearly separated the duties and responsibilities of its Board and senior executives. While the Board’s duty is to establish policies and supervise performance of high level executives pursuant to those policies, it is the duty of high-level executives to administer the Company’s affairs in various areas to ensure that these policies are implemented appropriately. The Chairman of VJG $QCTF CPF VJG %JKGH 'ZGEWVKXG 1HĂŒEGT OWUV DG VYQ different individuals to ensure that there is a clear separation between the determining of supervisory policies and the administration of regular affairs. However, both of them will be representatives of majority shareholder groups, albeit different groups, which together constitute the Company’s founders. 4GOWPGTCVKQP HQT &KTGEVQTU CPF 'ZGEWVKXGU The Company has a policy of determining remuneration
for its directors, both in monetary and non-monetary terms, openly and transparently. The remuneration shall be submitted for approval to the annual general meeting of shareholders. Criteria governing remuneration of directors are as follows:
• Appropriate and commensurate with the duties and responsibilities of each director. • At a level capable of attracting and retaining quality directors with suitable ability and knowledge. • Clear, transparent and easily comprehensible.
• Comparable to the remuneration of directors in the same or similar industry(ies). The remuneration for executives will be determined by the Board, both in monetary and non-monetary terms, in line with the Company’s performance and each executive’s performance. They will be set at such rates as are
adequately attractive to retain quality senior executives and shall be comparable to rates of other companies in the same grade or operating in the same line of business. $QCTF /GGVKPIU Board meetings will be convened and conducted pursuant to the Company’s Charter, the laws governing public companies and the rules and regulations of the SET with special meetings to be convened, where necessary. The Chairman of the Board, as chairman of the meeting, will support the exercise of prudent discretion and will allow
enough time for the meeting to ensure that major problems may be submitted and discussed by management with due diligence. An invitation to the meeting, together with the agenda items and supporting documents, will be sent to the Board at least 7 days before the meeting. All directors will be required to attend every Board meeting except in the case of an emergency. Minutes of the meeting will be properly and correctly recorded by the Company and will DG CEEGUUKDNG D[ UJCTGJQNFGTU HQT XGTKĂŒECVKQP 4GRQTV HTQO VJG $QCTF QH &KTGEVQTU The Board will be responsible for preparing the %QORCP[ÂżU ĂŒPCPEKCN UVCVGOGPVU KPENWFKPI VJG %QPUQNKFCVGF Financial Statements for the Company and its subsidiaries and the Financial Information to be presented in the Annual Report. 6JQUG ĂŒPCPEKCN UVCVGOGPVU YKNN DG RTGRCTGF RWTUWCPV to the accounting standard generally accepted in Thailand based on appropriate, acceptable and consistence accounting policies. Discretion and care will be exercised to ensure that the Notes to the Financial Statements disclose adequate vital information.
5GNH 'XCNWCVKQP D[ VJG $QCTF %QOOKVVGG /GODGTU 6Q GPJCPEG VJG GHĂŒEKGPE[ QH RGTHQTOCPEG D[ KVU XCTKQWU Committees, arrangements are made by the Company to have
members of each Committee evaluate their own overall
ANNUAL REPORT 2014 performance so that they can together appraise and look at their performance and problems. Following this evaluation, the Board will analyse their performance and determine OGCUWTGU YJKEJ YKNN KORTQXG VJG %QOOKVVGGUÂż GHĂŒECE[ &GXGNQROGPV QH &KTGEVQTU CPF 'ZGEWVKXGU The Company will support the attendance of its Board and senior executives at training courses which will DG DGPGĂŒEKCN VQ VJGKT RGTHQTOCPEG CPF YKNN GPCDNG VJGO VQ exchange opinions, on a regular basis, with Board members and senior executives of other organisations. Such courses include those arranged by the Company’s employee training unit, units under the State’s jurisdiction and independent entities such as Thai Institution of Directors. It is an SEC requirement that directors of listed companies attend at NGCUV QPG QH VJGUG EQWTUGU G I &KTGEVQT %GTVKĂŒECVKQP Programe (DCP), Director Accreditation Program (DAP) and Audit Committee Program (ACP) so that knowledge and experience gained can be used for the Company’s further development.
085
+PXGUVQT 4GNCVKQPU The Board takes care that adequate information is disclosed to its shareholders, investors and other relevant parties. That disclosure must be correct, complete, transparent, comprehensive and on-time pursuant to Good Corporate Governance principles. It must include ĂŒPCPEKCN reports, operating results and other related information as well as information which may have an impact on the pricing of its securities. Information and various newsletters will be distributed, through channels set up by the SET and the SEC including the Company’s own website (www.asiasoft.co.th or www.asiasoft.net) and will help ensure that investors, shareholders and related parties can use the information in their investment decisions.
The Company plans to set up an Investor Relations Unit to monitor and provide information and newsletters, and to answer queries raised by shareholders, investors, analysts and the public in general.
%QOOKVVGGU #WFKV %QOOKVVGG #U QH &GEGODGT VJG #WFKV %QOOKVVGG JCF OGODGTU CU HQNNQYU
0COG
2QUKVKQP
#V VJG OGGVKPI FWTKPI
/T %JCNGTORJQPI ,KVMWPVKXQPI
Independent Director and Chairman of the Audit Committee
6/6
2. Mrs. Monluedee Sookpantarat
Independent Director and the Audit Committee Member
6/6
3. Mr. Thanwa Laohasiriwong
Independent Director and the Audit Committee Member
6/6
Mr. Chalermchai Duphatsakul is Secretary to the Audit Committee.
086
ANNUAL REPORT 2014
6JG RTKPEKRCN RQYGT FWVKGU CPF TGURQPUKDKNKVKGU QH VJG #WFKV %QOOKVVGG 6Q TGXKGY VJG %QORCP[ÂżU ĂŒPCPEKCN TGRQTVKPI RTQEGUU to ensure that it is accurate and adequate;
6. To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signed by the audit committee’s chairman and consist of at least the following information: • An opinion on the accuracy, completeness and ETGFKVCDKNKV[ QH VJG %QORCP[ÂżU ĂŒPCPEKCN TGRQTV
2. To review the Company’s internal control system and internal audit system to ensure that they are suitable and GHĂŒEKGPV to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit;
• An opinion on the adequacy of the Company’s internal control system, • An opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s business,
3. To review the Company’s compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the Company’s business;
• An opinion on the suitability of an auditor, • #P QRKPKQP QP VJG VTCPUCEVKQPU VJCV OC[ NGCF VQ EQP�KEVU of interests,
4. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such
• The number of the audit committee meetings, and the attendance of such meetings by each committee member,
person’s remuneration, as well as to attend a non-management
meeting with an auditor at least once a year; 5. To review the Connected Transactions , or the
• An opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter,
VTCPUCEVKQPU VJCV OC[ NGCF VQ EQP�KEVU QH KPVGTGUVU VQ GPUWTG that they are in compliance with the laws and the Exchange’s
TGIWNCVKQPU CPF CTG TGCUQPCDNG CPF HQT VJG JKIJGUV DGPGĂŒV of the Company;
7. To perform any other act as assigned by the Company’s board of directors, with the approval of the audit committee.
'ZGEWVKXG %QOOKVVGG As of 31 December 2014, the Executive Committee had 3 members as follows:
0COG
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#V VJG OGGVKPI FWTKPI
Chairman of the Executive Committee
9/9
2. Mr. Tan Tgow Lim
Executive Committee Member
9/9
3. Mr. Goh Kian Khoon
Executive Committee Member
9/9
1. Mr. Pramoth Sudjitporn
ANNUAL REPORT 2014
087
6JG RTKPEKRCN RQYGT FWVKGU CPF TGURQPUKDKNKVKGU QH VJG 'ZGEWVKXG %QOOKVVGG
time to time by the Board.
1. Planning and determining policies, direction and strategies for the Company’s operations to keep them in line with the targets set by the Board for further submission to the Board for approval.
the Executive Committee or its authorised representative to authorise any transaction between the Company or any of its subsidiaries and the Executive Committee or their
2. Determining business plans, budgets and principles governing the operations to keep them in line with the targets
set by the Board. It is also authorised to supervise and monitor the Company’s operations to ensure that they are in line with the policies, business plans and business strategies approved by the Board, subject to the laws, any conditions, the relevant rules and regulations and the Company’s Charter. 3. Determining the Company’s organizational structure, management authority, remuneration policy and salary structure, as well as appointing, employing, relocating, terminating, and determining salaries, remuneration and bonus for employees at executive levels 4. Taking any action in the normal course of the Company’s business such as the purchase of goods or licenses or investment in properties which exceed Baht 20 million but not exceeding Baht 40 million per each contract. 5. 7PFGTVCMKPI ĂŒPCPEKCN VTCPUCEVKQPU YKVJ DCPMU ĂŒPCPEKCN institutions pertaining to the opening of accounts, lending and borrowing, procurement of credit lines, pledges, mortgages, provision of collateral/security including the purchase/sale and registration of title over land in the normal course of its operations, as considered appropriate, which does not exceeding Baht 40 million. %QPUKFGTKPI VJG %QORCP[ÂżU RTQĂŒVU CPF NQUU UQ CU to recommend to the Board whether an interim or annual dividend should be declared. 7. Delegating authority to one or several individuals to act on its behalf on any matter, as considered appropriate, under the supervision of the Executive Committee and for UWEJ RGTKQF CU KV FGGOU ĂŒV 5WEJ CWVJQTKV[ OC[ JQYGXGT be terminated, TGXQMGF OQFKĂŒGF QT TGXKUGF D[ VJG 'ZGEWVKXG Committee.
8. Carrying out other duties as may be assigned from
In no circumstance will the above authorisation empower
CWVJQTKUGF TGRTGUGPVCVKXG YKVJ C RQUUKDNG EQPĂ?KEV QH KPVGTGUV
of any kind. However, this rule may be waived if the authorisation involves a transaction which is entered into on an arms’ length basis in the normal course of the %QORCP[ÂżU DWUKPGUU CPF KU YKVJKP VJG URGEKĂŒGF UEQRG QH the Executive Committee’s power and/or its authorised ĂŒPCPEKCN NKOKV UWDLGEV VQ VJG ETKVGTKC VGTOU CPF RTQEGFWTG under the Company’s articles of association and the applicable rules of the SEC. Moreover, the Board may revise, where necessary or appropriate, any of the Executive Committee’s duties and responsibilities. 4GETWKVOGPV QH &KTGEVQTU CPF 6QR 'ZGEWVKXGU Currently, the Company has no Nominating Committee for selecting directors. This matter is therefore left to the Board, which will select individuals and propose them to the shareholders based on a variety of factors such as their educational background, competencies and business GZRGTKGPEG 6JG[ OWUV CNUQ DG SWCNKĂŒGF WPFGT VJG 2WDNKE .KOKVGF %QORCPKGU #EV $ ' 0QVKĂŒECVKQP QH VJG 5'% and other relevant laws. Director selection will be made by majority vote at shareholder meetings in accordance with the following criteria and procedure: 1. A shareholder will be entitled to one vote for each share. 2. The vote to select directors will be done on an individual basis.
3. The person with the most votes will be selected as a director. If there is more than one vacancy, the persons with the most votes in descending order will be selected as directors. Where there is a tie, the Chair of the shareholder meeting has a casting vote. &KTGEVQTU YKNN DG KP QHĂŒEG HQT C VGTO QH [GCTU #V GCEJ Annual General Shareholders Meeting, one-third of the Board YKNN TGVKTG YKVJ VJQUG YJQ JCXG DGGP NQPIGUV KP QHĂŒEG
088
ANNUAL REPORT 2014
TGVKTKPI ĂŒTUV # TGVKTKPI FKTGEVQT OC[ DG TG CRRQKPVGF HQT CPQVJGT term. For selection of Top Executives, the Board will consider
and nominate the Top Executives by considering based on a variety of factors such as their educational background, competencies, business experience and their work responsibilities. 5WDUKFKCTKGU CPF #HĂŒNKCVGU )QXGTPCPEG The Company has sent the representatives to be director
KP 5WDUKFKCTKGU CPF #HĂŒNKCVGU CEEQTFKPI VQ VJG RTQRQTVKQP QH shareholding of the Company. Such representatives have the rights to control the material transaction that is any material CITGGOGPV QT EQPVTCEV QH 5WDUKFKCTKGU QT #HĂŒNKCVGU shall sign by director who is the representative of the Company. The representative of the Company who is nominated to be FKTGEVQTU QH 5WDUKFKCTKGU QT #HĂŒNKCVGU JCU VJG FWV[ VQ FQ HQT VJG DGUV DGPGĂŒV QH UWEJ 5WDUKFKCTKGU QT #HĂŒNKCVGU In addition, in case is the Subsidiaries, the representatives
of the Company who is nominated to be director of Subsidiaries shall manage Subsidiaries to keep the information and accounting records in order to the Company can verify and collecting such information to prepare the EQPUQNKFCVG ĂŒPCPEKCN UVCVGOGPVU KP VKOG 13.5 /QPKVQTKPI VJG 7UG QH +PUKFG +PHQTOCVKQP +PUKFG 6TCFKPI The Company has introduced a policy and measures to prevent the use of inside information which has not yet been disclosed to the public, for personal gain and securities trading: 1. Directors, executives, employees and workers within the
Group must keep Company information and other inside KPHQTOCVKQP EQPĂŒFGPVKCN 2. Directors, executives, employees and workers within the )TQWR OC[ PQV FKUENQUG CP[ EQPĂŒFGPVKCN KPHQTOCVKQP or other inside information about the Group, or use it for their own gains or those of others, whether directly or indirectly, and whether or not it is for compensation. 3. Directors, executives, employees and workers within the
Group may not buy or sell, transfer or accept the transfer QH VJG %QORCP[ÂżU UGEWTKVKGU VJTQWIJ VJG WUG QH EQPĂŒFGPVKCN
or inside information about the Group, or take any other CEVKQP WUKPI VJCV EQPĂŒFGPVKCN QT KPUKFG KPHQTOCVKQP YJKEJ would cause the Group to suffer a loss, whether directly or indirectly. Directors, executives, employees and workers of the Group who work in a unit which has acquired inside information should avoid buying or selling the Company’s UGEWTKVKGU HQT OQPVJ DGHQTG FKUENQUWTG QH KVU ĂŒPCPEKCN statements to the public. This provision includes the spouses and non sui-juris children of directors, employees and workers of the Group. It is a serious offence to breach this provision. 4. Directors and executives are required to report to the SEC any change in their holding of securities or that of their spouse and non sui-juris children. The Company will take disciplinary action against any of its directors, executives, employees and workers who breaches or fails to comply with the Company policy. The disciplinary action begins with a written notice and is followed by salary cut(s), unpaid temporary suspension from work and dismissal from employment, depending on the severity of the offence and the provisions in the Company’s Charter informing all directors, executives, employees and workers of the disciplinary action. Moreover, each director and executive has acknowledged
in writing his or her duty to report his or her holding of the Company ’ s securities and those held by his or her spouses and non sui-juris children, and to report any change in such holdings to the SEC and the SET pursuant to section 59 and the penalty prescribed by section 275 of the Securities and Exchange Act, B.E. 2535. On the subject of providing supporting data to its CHĂŒNKCVGU VJG %QORCP[ JCU RTGUETKDGF RTQEGFWTGU VQ prevent information leaking, such as requesting a signed %QPĂŒFGPVKCNKV[ #ITGGOGPV CPF C DCP CICKPUV photocopying of documents without authorization.
ANNUAL REPORT 2014
089
6JG #WFKVQTÂżU TGOWPGTCVKQP +P CPF '; 1HĂŒEG .KOKVGF (QTOGTN[ MPQYP CU 'TPUV ;QWPI QHĂŒEG .KOKVGF YCU VJG GZVGTPCN CWFKVQT HQT VJG EQORCP[ CPF KVU GKIJV CPF ĂŒXG UWDUKFKCTKGU TGURGEVKXGN[ 'ZENWFKPI UWDUKFKCT[ EQORCPKGU Ă 6TKNKIJV %QXG Enterprises Ltd.â€? which is located in British Virgin Island and was audited by Ecovis Assurance LLP, Singapore, and its audit expenses in 2013, was TH 0.35 MB. And in 2014, was audited by RSM Chio Lim LLP, Singapore; and its audit GZRGPUGU YCU 6* /$ Ă 26 #UKCUQHVĂ‚ YJKEJ YCU CWFKVGF D[ ,KOO[ $WFJK 4GMCP 4GIKUVGTGF 2WDNKE #EEQWPVCPVU Indonesia; and its audit expenses in 2013 and 2014, was TH 0.35 MB. and 0.07 MB. respectively. (3) “AS Online Sdn. Bhd.â€? which was audited by RSM RKT Group, Malaysia; and its audit expenses in 2014, was TH 0.32 MB. And in 2013 and 2014, GZENWFKPI UWDUKFKCT[ EQORCP[ KP 6JCKNCPF QPG CPF ĂŒXG UWDUKFKCTKGU TGURGEVKXGN[ 9CU CWFKVGF D[ 2;5 #WFKV %Q .VF CPF its audit expenses was TH 0.04 MB and 0.32 MB., respectively.) +P '; 1HĂŒEG .KOKVGF JCU DGGP RTQXKFGF VJG RWTEJCUKPI RTKEG CNNQECVKQP QH XCNWCVKQP YKVJ UGTXKEG HGG COQWPV 6* /$ #PF &GNQKVVG 6QWEJG 6QJOCVUW ,CK[QU #WFKV JCU DGGP RTQXKFGF VJG RWTEJCUKPI RTKEG CNNQECVKQP QH XCNWCVKQP with service fee amount TH 0.70 MB. And Unique Advisor Company Limited has been provided the internal control systems with service fee amount TH 0.61 MB. The auditors and the audit company are in no way relate to the Compay and the subsidiaries. The following table shows the auditing expenses for the years 2013 and 2014.
'ZRGPUG 6[RGU
6JG %QORCP[
5WDUKFKCTKGU 6QVCN %QORCP[ 6JG CPF UWDUKFKCTKGU %QORCP[
5WDUKFKCTKGU 6QVCN %QORCP[ CPF UWDUKFKCTKGU
#WFKV (GGU 6*$ 5VCVWVQT[ ĂŒPCPEKCN UVCVGOGPVU
880,000.00 5,312,129.10 6,192,129.10 1,110,000.00 5,346,303.94 6,456,303.94
- 4GXKGY QH KPVGTKO ĂŒPCPEKCN UVCVGOGPVU SWCVGTU 480,000.00
6QVCN CWFKV HGGU
-
480,000.00 540,000.00
-
540,000.00
1VJGT GZRGPUGU 6*$ 26,780.00
-
26,780.00
397,456.00
-
397,456.00
- Deloittle
-
-
-
700,000.00
-
700,000.00
- Unique Advisor
-
-
-
607,000.00
-
607,000.00
- EY
6QVCN CWFKV GZRGPUGU
ANNUAL REPORT 2014
14.
091
CORPORATE SOCIAL RESPONSIBILITY
1XGTCNN 2QNKE[ The conduct of the online entertainment business at Asiasoft Corporation Public Company Limited is based on its passion for making reveling entertainment accessible for everyone by unlimitedly connecting it to the online world under the age that digital technologies have become more important to life. Our top priority is always being responsible for every process to meet customers’ satisfaction and gain their reliability. Everyone who comes to use service at Asiasoft must receive happiness and enjoyment. The security of each consumer’s online data is also under best protection. Moreover, Asiasoft has been promoting and supporting expansion of happiness to society. We believe that happiness in life is a starting point of wonderful creativity in society. Asiasoft’s motto is “There is nothing better than using our experiences and knowledge to make our society a better place.â€? The conducting process of the Company has involved a diverse group of stakeholders, which can be divided into two main groups as following (1) Primary 5VCMGJQNFGTU YJKEJ OGCP UVCMGJQNFGTU YJQ FKTGEVN[ TGEGKXG DGPGĂŒVU QT VCMG EQPUGSWGPEGU QH VJG QRGTCVKQP of business. This type of stakeholders includes: • Customers, who must receive the best service and satisfaction of each service. • Partners, who must be treated fairly in the business. • Employees, who must be taken care of as family members. • 5JCTGJQNFGTU YJQ OWUV DG IKXGP WRFCVGF KPHQTOCVKQP CPF ITGCV DGPGĂŒVU VJCV YQTVJ VJGKT KPXGUVOGPV
5GEQPFCT[ 5VCMGJQNFGTU YJKEJ OGCP UVCMGJQNFGTU YJQ KPFKTGEVN[ TGEGKXG DGPGĂŒVU QT VCMG EQPUGSWGPEGU QH VJG operation of business. This type of stakeholders includes: • Government, whom the Company provides full cooperation when needed. • Society, which the Company pays a great attention on monitoring overall impacts of every product and service that the company has offered to the society. The above two groups are linked together by a frame of the business operations of the Company. Any issues that have an effect on the stakeholders of the Company, whether directly or indirectly, are always important and under great concern of the Company. In terms of guidelines on social responsibility of the Company, we follow the guidelines on the social responsibility for conducting business created by the Stock Exchange of Thailand which are related to the concerns of economic, society and environment. • Conducting the business with fairness.
The Company values the importance of conducting business ethically to gain reliability and sustainability to the ITQWR QH VJKU KPFWUVT[ 9G UVTKEVN[ HQNNQY VJG RTKPEKRNG QH HCKT DWUKPGUU EQORGVKVKQP D[ PQV ETGCVKPI EQPĂ?KEVU QH KPVGTGUV KP VJG
092
ANNUAL REPORT 2014
business. Furthermore, we emphasize on social responsibility in every process and follow strictly to ethic, righteousness, honesty, transparency, and equality to increase value and worth of the business. We also consider developing our process VQ TGFWEG QRGTCVKPI EQUVU YJKNG EWUVQOGTU ECP UVKNN DG CV OQUV UCVKUĂŒGF • The anti-corruption.
The Company pays a great attention on this particular issue both within the Company level and the society as a whole. The board of directors has considered and formulated policies against corruption. It has also provided guidelines for anti-corrupt practices to run the business and made them a framework for best practices that encourage everyone in the organization to recognize the importance of the anti-corruption policy. The Company has also declared to join Collective Action Coalition, organized by The Thai Private Sectors to prevent corruption, on December 8, 2014. The Company is now in the process of RTGRCTKPI VQ LQKP VJG EGTVKĂŒECVKQP D[ VJG CNKIPOGPV QH RTKXCVG UGEVQTU KP 6JCKNCPF HQT DGKPI CP CPVK EQTTWRVKQP EQORCP[ +V KU GZRGEVGF VJCV D[ VJG %QORCP[ YKNN DG UWEEGUUHWNN[ EGTVKĂŒGF 6JG %QORCP[ JCU CNUQ RTQXKFGF FGVCKNGF information on policies against corruption which appear on the Company’s website, http://www.asiasoft.co.th/IR, under the topic called CORPORATE GOVERNANCE. The staff has been continuously trained to better understand the guidelines on the practices. • Respect for human rights.
At Asiasoft, staff members are important factor that control the Company’s progress and sustainable growth. As #UKCUQHV KU C URGEKCN DWUKPGUU VJCV TGSWKTGU MPQYNGFIG GHĂŒEKGPE[ CPF WPFGTUVCPFKPI QH QPNKPG ICOG RTQFWEVU GCEJ UVCHH member is thus considered as family member and taken care of as brothers and sisters. We believe that if they are happy with their work, the results of the work that everyone has the responsibility for will be in high quality. What all employees receive when they become members of Asiasoft are respect and personal freedom. All employees are treated equally and facilitated fairly according to their rights. There is no special condition on recruiting new members. There is also no discrimination against genders. Everyone can become a part of the Asiasoft family. • Treat employees fairly.
The staff members of the organization are the driving force behind sustainable business growth. Asiasoft therefore takes great care of our employees so that they can work happily. In 2013, there has been a push for something new to the QTICPK\CVKQP TGUWNVKPI KP OQTG GHĂŒEKGPV QRGTCVKQP KPENWFKPI
6JG QHĂŒEKCN QHĂŒEG JQWTU JCU DGGP EJCPIGF VQ DG C ĂŒZCDNG VKOG UQ VJCV GORNQ[GGU ECP OCPCIG CPF EJQQUG VQ start working properly according to the nature of their work in each department. Nonetheless, they have to complete the prescribed number of hours that they have to work each day. (2) A special unit called “Changeâ€? has been established with its primary goal to modify rules and regulations involving employees that are out of date to meet the needs of employees in terms of welfare. The committees of “Changeâ€? are representatives of the employees from every department. They work together within the framework, “Change for the better.â€?
6JG GPXKTQPOGPV YKVJKP VJG QTICPK\CVKQP JCU DGGP OQFKĂŒGF VQ KPURKTG VJG GORNQ[GGU VQ YQTM D[ ETGCVKPI C HWP and enjoyable atmosphere to make the employees happy and reduce the stress that may occur during work. (4) With the increasing development of modern communication technology, equipment used for communication and work makes it faster to work. The Company therefore has a policy to support the staff members to access to information in the online world to the fullest. All employees can use Internet Wi-Fi equally. (5) The Company has continuously encouraged the employees to develop their skills to ensure that they have the knowledge, skills and abilities that match their responsibilities. The Department of Human Resources of the Company has
ANNUAL REPORT 2014
093
FQPG C FGXGNQROGPV RNCP CPF HWNĂŒNNGF VJG GORNQ[GGUÂż RQVGPVKCN HQT QWVUVCPFKPI QWVEQOGU CPF GPEQWTCIGF VJGO VQ CRRN[ their new knowledge and technologies for their current work to make it more effective. In 2014, the number of employees receiving training program for applying new knowledge to work is 62 % of the total number of employees. The department JCU VTCKPGF VJG ĂŒTUV GORNQ[GGU YJKEJ CTG VJG %WUVQOGT 5GTXKEG &GRCTVOGPV /+5 &GRCTVOGPV CPF 2TQLGEV &GRCTVOGPV In order to increase employees’ potential by developing their working skills, some other special activities can also improve their performance. For instance, the Company has many sport clubs, established to encourage the employees to exercise and build good relationships with each other. There have also been various sport competitions on a regular basis throughout the year, including badminton, football, and basketball. • Being responsible for consumers
Since the core business of the Company is to provide online entertainment with a specialty on the online games, it is therefore crucial that all users receive the most satisfaction from using our service. In the past year, the Company created a special unit called “Reboot Team� to study and improve the whole service system of the online games so that it becomes more comfortable and convenient for the users. This improvement includes: (1) We simplify the applying process to play the online games. The old version of the process was complicated and took a long time. Nonetheless, we have improved the applying process. Now users can register to play the game online within 1 minute. They can also register to play the games by using their telephone number, known as the “Mobile ID�, which takes users to enjoy the online world immediately.
(2) We develop E-Support system (problem posting and tracking). Customers can now easily address their problems via our online system and track the status of their problems.
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ANNUAL REPORT 2014
The Company, however, keeps all of the other existing channels for users to report problems, which are the Call Center System, the Chat System, the Formtool System, Webboard (BBS), and E-mail. The statistic of the frequency on the use of each system is the following:
In addition, the Company encourages all users to play the online games with their own skills. Anyhow, there have still been some users who misbehave by using some helping programs causing unfairness among users. In 2014, we investigated and found 248,988 IDs who used helping programs. They were already punished. In terms of monitoring illegal servers, the Company has worked with the Technology Crime Suppression Division (TCSD) to continuously investigate and arrest copyright pirates of the Company. On May 23, 2013, a pirated version of the online game, Ragnarok, by the name, PHOENIX RO, was arrested. The Court of Intellectual Property had considered the ECUG QP ,WN[ CPF CPPQWPEGF VJG XGTFKEV VJCV VJG TGNCVGF KVGOU JCF VQ DG KORQWPFGF CPF VJG FGHGPFCPV JCF VQ pay for the Company’s damage. For owners of internet cafes, who are as important as the game online users, the Company has created activities for those who are the members of @Cafe to strengthen their knowledge and relationships. We hosted an event called, Net Cafe Seminar 2014, which was a huge seminar located in 7 main provinces in Thailand including, Bangkok, Chon Buri, Khon Khen, Nakhon Pathom, Chiang Mai, Phitsanulok and Songkha. From April to May 2014, there were a total of 529 stores whose the owners were interested in being participants. Each seminar provided them with innovative knowledge under the topic called @Updater for modern internet cafes. We offer rewards for 10 years memberships and beyond called @Cafe to thank them for their long time loyalty.
• Maintain and sustain environment.
In terms of environmental management of the Company, we focus on saving energy as well as other resources. Due to the nature of our business that mainly consumes electrical energy; we frame a policy promoting the use of energy with responsibility, starting from small and everyday-basis manners. For example, we turn on the lights only during the work hours and turn them off during breaks as well as turn off the air conditioners during lunch breaks. We also adjusted and improved the area within the Company to match the characteristics of each work. With this policy, the costs of electricity and water supply in 2014 were decreased. In 2014 the cost of electricity was reduced by 25 percent compared to 2013,
ANNUAL REPORT 2014
095
which higher than the target cost of the Company. The water supply in 2014 also represented a decrease of 7 percent compared to the previous year. These were caused by the campaigns for awareness and responsibility of resource-saving. We also promoted the use of papers with awareness and responsibility under the project called, Reuse. We developed the system of communication among sections via computer system (Tool), which helps saving the use of paper. In addition, the data sent via the computer system can be kept and stored in the system which makes it convenient to search for data in the past and we can check the data anytime. The Company also pays attention on removal of the wastes from the operation of the Company. Electronic devices such as computers and other accessories are examined by the process of determining their lifetime that they can be used in the Company. When the schedule for replacement of any equipment is reached, but the device still works reasonably, the Company has established a project to donate them to underprivileged organizations so that they can further receive DGPGĂŒVU HTQO VJG FGXKEG 0QPGVJGNGUU KH VJG GSWKROGPV KU KP RQQT EQPFKVKQPU CPF ECPPQV DG TGWUGF VJG %QORCP[ YKNN DTKPI them to the right disposal system. • Innovations and implementation
Asiasoft has developed @Key system to protect Gamers’ ID for years but last year we developed the program to mobile version. Like the former portable @Key devices, the new system will create the second password which is one time password but it can be sent to a mobile phone via an application which customers can download from Apple store or Google play store. After launching, it has been praised for the convenience and user-friendly aspect. @Updater is an auto game update program developed particularly for internet cafe. It will help owners to reduce cost and time of online game management and help simplify new games installation and update. With @Updater, games and patches will be updated and installed automatically. Users can set time to update in the off-peak time. @Updater can be used both diskless system shop and hard disk system shop. The program also provides Game Menu which categorizes ICOGU KPVQ ITQWRU OCMGU KV GCUKGT HQT ICOGTU VQ ĂŒPF YJCV VJG[ YCPV
#UKCUQHVÂżU %54 CHVGT 2TQEGUU In 2014, Asiasoft organized many Corporate Social Responsibility activities both continuing projects and brand new ones to create social responsibility awareness and give opportunities to underprivileged. There are variety activities which create happiness in the community. (1) Gamers Love Dad project. The project has been organized annually since 2006 to gives an opportunity for gamers to pay back to the society. The 2014 theme was “Click and do the right deed, follow the King’s pathâ€?. Gamers can buy special items in the games and all income from this sell will be donated to His Majesty the King patronage charities and foundations. Gamers can also bless the king via website of the Company. The revenue from Gamers Love Dad project
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ANNUAL REPORT 2014
in 2014 was 3.3 million Baht which Asiasoft donate all the money to 9 charities and foundations such as The Chaipattana Foundation, Ananda Mahidol Foundation, Phra Dabos Foundation, Rajaprajanugroh Foundation under the Royal Patronage, &KUVCPEG .GCTPKPI (QWPFCVKQP 6JCK ,WPKQT 'PE[ENQRGFKC 2TQLGEV $[ 4Q[CN %QOOCPF QH * / VJG -KPI 6JG %JKNFTGP Foundation, Children Development Foundation, and Books for Children Foundation. So far, Gamers Love Dad project has donated 61,032,596 Baht to charities.
(2) In August 2014, Asiasoft organized the activities for Audition players to provide luncheon for 1,800 underprivileged children and contributed rice, dried food and other necessary household products to Wat Srakaew school , Ang Thong. We also gave scholarships for hardworking but poor students. (3) Asiasoft contributed 20,000 Baht to the play “Sherlock Holmes� by Architecture faculty, Chulalongkorn University. 6JG RNC[ YCU RGTHQTOGF FWTKPI ,WN[ CPF #WIWUV 2CTV QH VJG PGV KPEQOG HTQO VJG RNC[ YKNN DG WUGF HQT Architecture students’ voluntary camp. (4) Asiasoft also donated 14,300 Baht from IT items auction at Net Cafe Seminar 2014 to Bann Dek Ramintra which KU VJG UEJQQN HQT VJG DNKPF CPF OWNVK JCPFKECRRGF QP ,WPG
(5) We also contributed 10,000 Baht to support Suankularb Nonthaburi school’s charity concert for the school drum line “SKN Band Concerto 2014� (6) Asiasoft also donated 10 computers to Chinese Oversea language school to enable students to study easier and better.
ANNUAL REPORT 2014
15.
097
INTERNAL CONTROL AND RISK MANAGEMENT
The Company’s Board of Directors and Audit Committee assessed the Company’s internal control systems by following the internal control system adequacy assessment form. They concluded that the Company’s internal control system is adequate and proper for the Company’s business, free from any material defect and can prevent the Company’s or the subsidiaries’ properties from misuse or unauthorized use of the management. The Board of Directors and the Audit Committee also highlighted the Company’s improvement in the practice of good corporate governance in accordance with the SET’s 2006 good corporate governance principles for listed companies. +PVGTPCN %QPVTQN 6JG %QORCP[ JCU UVTQPIN[ GORJCUK\GF QP VJG GHĂŒEKGPE[
of its internal control systems at both the management and the operational levels with the aim to prevent or reduce possible risks. In this regard, the Company prepared a compliance manual to specify the duties, responsibilities and powers of staff and management, and to clearly separate the duties of operators, controllers and assessors from one another so as to create a proper system of checks and balances. Additionally, the Company hire Outsourcing Internal Audit to audit and assess the Company’s internal control systems and to ensure that the Company’s major CEVKXKVKGU CPF UKIPKĂŒECPV ĂŒPCPEKCN CEVKXKVKGU CTG RGTHQTOGF in accordance with the stipulated rules with maximum GHĂŒEKGPE[ CPF VQ EJGEM VJG %QORCP[ÂżU EQORNKCPEG YKVJ related laws and regulations (Compliance Control ). To ensure that the Outsourced Internal Audit are independent and able to perform its supervisory duty, the Board of Directors requires that the Outsourced Internal Audit report the audit results directly to the Audit Committee and that the Outsourcing Internal Audit must be assessed its performance by the Audit Committee. In the Meeting of the Company’s Board of Directors No. 2/2015 held on 2 March 2015 and attended by all
members of the Audit Committee, the Board considered and evaluated the internal control system and approved the Company’s internal control system adequacy assessment form that was prepared by Management. After assessing the Company’s internal control system in 5 areas which are divided into 17 principles, namely (1) Control Environment which consists of 5 principles, (2) Risk Assessment which consists of 4 principles, (3) Control Activities which consists of 3 principles, (4) Information and Communication which consists of 3 principles, and (5) Monitoring Activities which consists of 2 principles, the Board was informed that the Audit Committee was of the same opinion as the outsourced internal auditor. Both parties have stated that the Company’s internal control systems are adequate and proper for its business. So far, the Company has found any crucial defects in the internal control systems which EQWNF OCVGTKCNN[ CHHGEV VJG %QORCP[ÂżU ĂŒPCPEKCN EQPFKVKQP QT VJG CWFKVQTÂżU QRKPKQP QH VJG ĂŒPCPEKCN UVCVGOGPVU 6JG Company has also designed its internal control systems to conform with those suggested by the SET and with the international internal control framework of the Committee of Sponsoring Organizations of the Treadway Commission o r COSO. Summarized details of the Company’s internal control system are set out below. (1) Control Environment: The Company has set up EQPVTQN U[UVGOU HQT VJG YQTM QH VJG ĂŒPCPEG CPF CEEQWPVU operations, organization, and personnel departments based on the good corporate governance principles and policies. (2) Risk Assessment: The Company always takes into consideration the risk factors that are now encountered or expected to be encountered for analyzing and estimating impacts and chances of those risks as well as formulating countermeasures to prevent and manage those risks. The Company then prepares risk management reports to its management and follows up regularly.
098
ANNUAL REPORT 2014
(3) Control Activities : The Company provides supervisory tools to its management through its development of various systems , including an application of ISO 9001 : 2000 quality management system for online game service provider to the Company’s quality management system, customer service and other activities. This supervisory tools emphasis on information’s reliability, the protection of Company’s properties and compliance with internal and external rules and regulations as well as information security. (4) Information and Communication: The Company emphasizes on information systems and communication channels both inside and outside the Company by providing an intranet system and a website to serve all-level communication. (5) Monitoring Activities: The Company assesses staff performance twice a year. It also informs its operating results on a quarterly basis at an executive meeting and staff meeting. +PVGTPCN #WFKV The Outsourced Internal Audit have been established to bolster the Audit Committee’s confidence in the UWRGTXKUKQP CPF TGXKGY QH VJG CEEWTCE[ QH VJG ĂŒPCPEKCN reports, the adequacy of information disclosure, the transparency of information, internal control and risk management. It focuses on having a preventive and creative audit policy and adheres to audit guidelines of international standard and good corporate governance
principles. The audit system is developed in consistence with the fast pace environment of the Company’s business in order for the Company to have a transparent, auditable and reliable image. For year 2014, the Audit Committee considers, elects and agrees to nominate Unique Advisor Company Limited as the outsourced internal audit for the year 2014 and Unique Advisor Company Limited has assigned Mr. Kosol Yamleemul, Managing Director, to be the Project Leader and responsible for the performing of the Company’s internal audit in the part of Online Revenue Control and Intercompany transactions. 6JG #WFKV %QOOKVVGG JCU EQPUKFGTGF VJG SWCNKĂŒECVKQP of Unique Advisor Company Limited and Mr. Kosol Yamleemul and has the opinion that Mr. Kosol Yamleemul is the GHĂŒEKGPV CRRTQRTKCVG HQT RGTHQTOKPI UWEJ KPVGTPCN CWFKV because he is independent internal auditor and has more than 21 years experienced in providing internal auditing. *G KU C %GTVKĂŒGF 2WDNKE #EEQWPVCPV %2# C %GTVKĂŒGF +PVGTPCN #WFKVQT %+# CPF C %GTVKĂŒGF (KPCPEKCN 5GTXKEG #WFKVQT (CFSA) and the Company has the Internal Control Department to co-operate with the outsourced internal audit. The appointment, removal and transfer the head of internal audit shall be approved by the Audit Committee.
ANNUAL REPORT 2014
16.
099
CONNECTED TRANSACTIONS
2TQEGFWTG HQT #RRTQXCN QH %QPPGEVGF 6TCPUCEVKQPU QH VJG %QORCP[ CPF 5WDUKFKCTKGU 6JG %QORCP[ JCU UGV WR C RTQEGFWTG KP CEEQTFCPEG YKVJ VJG TGNGXCPV 5'% PQVKĂŒECVKQPU VQ EQPVTQN VJG %QPPGEVGF Transactions between the Company or its subsidiaries and interested person in the present or in the future. The procedure requires the Audit Committee to comment on the necessity of the transaction and the appropriateness of the transaction price, taking into account that all the conditions must be considered in the ordinary course of business and comparing the price with that offered by third parties. However, if the Audit Committee does not have expertise in the subject matter of the transaction, the Company must provide a comment of independent expert or the Company’s auditor on the transaction to support the decision of the Company’s Board of Directors, Audit Committee or shareholders, as the case may be. The interested parties shall have no right to vote on the transaction. Additionally, the Company shall disclose information on the Connected Transactions and the acquisition or disposal of major assets of the Company and its subsidiaries, in accordance YKVJ VJG TWNGU FGĂŒPGF D[ VJG 5'% CPF 5'6 KPENWFKPI VJG CEEQWPVKPI UVCPFCTFU CUUKIPGF D[ VJG (GFGTCVKQP QH #EEQWPVKPI Professions under the Royal Patronage of His Majesty the King. 6JG %QPPGEVGF 6TCPUCEVKQPU DGVYGGP VJG %QORCP[ QT KVU 5WDUKFKCTKGU QT 4GNCVGF %QORCPKGU CPF +PVGTGUVGF 2CTVKGU KP CPF 7PKV $CJV /KNNKQP %QORCP[ QT +PFKXKFWCN 6[RG QH $WUKPGUU
0CVWTG QH 4GNCVKQPUJKR
6TCPUCEVKQP &GUETKRVKQP
6TCPUCEVKQP 8CNWG CEEQTFKPI VQ %QPUQNKFCVGF (KPCN 5VCVGOGPV
&GE &GE
#UKCUQHV +PVGTPCVKQPCN %Q .VF #5+ Holding Company
A subsidiary in which • Revenues from 99.99% of the shares are services held by the Company and • Dividend Income
#UKCUQHV 1PNKPG 26' .6& #51 Online game service provider in Singapore and Malaysia
0.71 A subsidiary in which • Revenue from distribution income of 99.99% of the shares @Cash card are held by the • License and service fee 6.16 Company through ASI • Inter Business Develop and has common 23.12 (IBD)cost and promotion directors.
has common directors
expenses • Revenue game online • Transfer of license fees • Interest income • Accounts receivables • Other receivables from related parties • Long-term loan to a related company • Interest income • Accounts Payable
0.01
0.01
30.96
0.17 7.12 28.07
0.02 7.62 0.18 9.56 4.72
0.25 0.18 0.76 2.61
-
60.07
8.42
0.15 9.17
4CVKQPCNG HQT 6TCPUCEVKQP • ASC charged for the Accounting basic fee to ASI • ASI Revenue income Dividend from ASO • The Company sold the products to ASO for use in its business at the price and on the conditions use in the Company’s ordinary course of business • The revenue from license fee FCM/Chaos base on Sublicense Agreement Contract, Management, IT service • ASO charged IBD Cost and other expenses to ASC • ASC charged @Cash S4L/Chaos to ASO • ASC transferred license fee to ASO
100
ANNUAL REPORT 2014
%QORCP[ QT +PFKXKFWCN 6[RG QH $WUKPGUU
0CVWTG QH 4GNCVKQPUJKR
%+$ &GXGNQROGPV 5&0 A subsidiary in which 61.68% of the shares $*& %+$ Online game service are held by the provider in Malaysia Company and has common directors.
6TCPUCEVKQP &GUETKRVKQP
6TCPUCEVKQP 8CNWG CEEQTFKPI VQ %QPUQNKFCVGF (KPCN 5VCVGOGPV &GE &GE
4CVKQPCNG HQT 6TCPUCEVKQP
• License Fee and service fee
1.24
1.94
• Dividend Income • Inter Business Develop (IBD) cost and promotion expenses • Transfer of license fees • Other receivables from related parties • Accounts Payable
5.96 2.07
6.12 1.13
0.17
3.16 0.36
0.28
-
6TKNKIJV %QXG 'PVGTRTKUGU A subsidiary in which • License and service fee
1.89
2.84
.VF 6.% Online game service provider in Indochina Region
• Transfer of license fees • Accounts receivables • Other receivables from related parties
5.28 7.02 0.11
0.02 0.12
• Revenue game online
0.01
-
• Licence and service fee • Other receivables from related parties • Accounts payables
1.83 1.20
0.63 0.21
-
0.06
# %CRKVCN %Q .VF Holding Company
A subsidiary in which • Revenues from services 99.99%
0.01
0.01
• ASC charged for the Accounting
%10) 6; 60** %*#7 # /'/ %6%/ Online game service provider in Vietnam who sub-licensed game from Asiasoft Group only
A sub-licensee of • License and services fee online games from Asiasoft Group for • Transfer of license fee online game service • Accounts receivables in Vietnam. (The Company and ASI
11.30
9.93
• The Company sub-licensed
4.54 24.71
• ASC transfer game license fee 23.59 to CTCM base on Sublicense Agreement Contract
(WPDQZ %Q .VF
2NC[RCTM Web portals for online games and web advertisement services
A subsidiary in which • Revenues from services 99.99% of the shares are held by the Company and has common directors.
0.04
0.04
60.00% of the shares are held by the Company through ASM and has common directors.
#5 1PNKPG 5&0 $*& A subsidiary in which 99.99% of the shares
#5/ Distributor in Malaysia are held by the Company through ASI and has common directors.
• The revenue from License and Management Fee • The revenue income Dividend • CIB Charged IBD Cost and other expenses to ASC • ASC transferred license fee to CIB (Chaos) base on Sublicense Agreement Contract
• The revenue for license fee and service • ASC transferred license fee to TLC (FCM/Chaos) base on Sublicense Agreement
• ASC charged @Cash S4L/ Chaos to ASM • The revenue for game and network
basic fee to A Capital
online games to CTCM for online game service in Vietnam
collected the license fee for online games from CTCM under a sub-license agreement.)
• ASC charged for the Accounting basic fee to Funbox
ANNUAL REPORT 2014
%QORCP[ QT +PFKXKFWCN 6[RG QH $WUKPGUU 2NC[RCTM %Q .VF
(WPDQZ Online game service provider
26 #UKCUQHV Online game service provider in Indones
0CVWTG QH 4GNCVKQPUJKR
6TCPUCEVKQP &GUETKRVKQP
A subsidiary in which 99.99% of the shares are held by the Company through A Capital and has common directors.
• Revenue from distribution income of @Cash card
1.22
0.17
• Revenues from Advertising and service • Interest income • Promotion expenses • Account receivable • Other account receivable from related parties • Long-term loan to a related company • Accrued Interest receivable • Account Payables
0.97
0.78
1.03 0.30 0.02 0.22
1.27 0.01 -
50.00 0.33
59.00 • The Company has provided a loan to Playpark for operations. 0.12 0.09
0.05
0.25
1.04 6.87
1.13 7.18
A subsidiary in which 79.90% of the shares are held by the Company through ASI and has common directors.
• Revenues from license fee and service • Interest income • Other receivable from related parties • Long-term loan to a related company • Accrued Interest receivable • Account Payable
6JCKYCTG %QOOWPKECVKQP An associate in which • Sales of product %Q .VF 40% of the shares are
Service on website
&GE &GE
4CVKQPCNG HQT 6TCPUCEVKQP • The distribution income for @ Cash card to Playpark • ASC charged for advertising and service • Playpark charged license fee for guide book
• ASC charged other expenses.
1.46 0.09
• ASC charged expense for Advance ASC transferred license AVA base on Assignment Contract 36.35 • The Company has provided a loan to PT for operations. 2.59 0.08
0.05
0.08
• The revenue for Sales Diablo/ StarCraf t/WoW Starter Kit
0.48
0.31
• The Company sold the products
0.50
0.71
• ASC charged for the Accounting
0.86 0.22 0.04
0.42 0.04 0.06
• TCG charged to ASC for advertising.
0.92
0.22
36.35
held by the company through A Capital
%[DGTICOGU %QTRQTCVKQP An associate in which • Revenue from distribution
%Q .VF 6%) Online game service provider
6TCPUCEVKQP 8CNWG CEEQTFKPI VQ %QPUQNKFCVGF (KPCN 5VCVGOGPV
101
30% of the shares are income of @Cash card held by the company through A Capital • Revenues from service • Promotion expenses • Account receivable • Other receivable from related parties • Account Payable
to TCG for use in its business at the price and on the conditions use in the Company’s ordinary course of business
basic fee and service
102
ANNUAL REPORT 2014
%QORCP[ QT +PFKXKFWCN 6[RG QH $WUKPGUU 2NC[E[DGTICOGU %Q .VF 2%) Online game service provider
0CVWTG QH 4GNCVKQPUJKR
6TCPUCEVKQP &GUETKRVKQP
A subsidiary in which • Revenue from distribution 59.99% of the shares income of @Cash card are held by the Company and has • Revenues from service common directors. • Transfer of license fee • Interest income • Account receivable • Other account receivable
6TCPUCEVKQP 8CNWG CEEQTFKPI VQ %QPUQNKFCVGF (KPCN 5VCVGOGPV &GE &GE
4CVKQPCNG HQT 6TCPUCEVKQP • The Company sold the products
0.02
0.02
0.06
1.23
7.48 8.67 0.02
0.02 3.50 0.08
• Accrued Interest receivable • Account Payable
0.17
0.02 0.01
6JKPMRNWU &KIKVCN %Q A subsidiary in which .VF 62& 59.99% of the shares Web portals for online are held by the games and Company and has web advertisement common directors. services
• Revenues from service
0.06
• Advertising and service • Other account receivable
1.67 -
• ASC charged for the Accounting basic fee and service 14.36 • TPD charged to ASC for advertising and service 0.04
1.67
1.02
.GXGN 7RĂŽ +PE Online game service provider
• Revenues from service • Income Interest • Account receivable • Other account receivable
to PCG for use in its business at the price and on the conditions use in the Company’s ordinary course of business • ASC charged for the Accounting basic fee and service • ASC transferred license fee to PCG (Chaos) base on Sublicense Agreement Contract
from related parties
A subsidiary in which 100% of the shares are held by the Company and has common directors
/KT[P +PPQXCVKQP %Q A subsidiary in which Ltd. 65% of the shares are Mobile Game held by the Company Application and has common directors.
0.46
from related parties
• Account Payable
-
0.69 • ASC charged other expenses. 0.59 0.12 10.60
• Accrued interest receivable • Long-term loan to a related company
-
0.60
-
24.05 • The Company has provided a loan to Level Up! for operations.
• Revenues from service
-
0.03
from related parties
• ASC charged for the Accounting basic fee and service
• Other account receivable
-
0.01
-
0.60
from related parties
• Account Payable
• ASC charged expense for Advance
4GOCTMU Asiasoft Group has a regional purchasing policy. The Company is responsible for purchasing all properties, including online game licenses for the region which enable the Company to negotiate for better prices and better terms and conditions as compared to separate purchases made by each subsidiary company.
ANNUAL REPORT 2014
17.
103
STATEMENT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL REPORTING
The Board of Directors of Asiasoft Corporation Public Company Limited has managed to prepare consolidated and UGRCTCVG ĂŒPCPEKCN UVCVGOGPVU VQ RTGUGPV VJG ĂŒPCPEKCN RQUKVKQPU CPF QRGTCVKPI TGUWNVU QH VJG %QORCP[ CPF KVU UWDUKFKCTKGU CU YGNN CU ĂŒPCPEKCN KPHQTOCVKQP EQPVCKPGF KP VJG %QORCP[ÂżU #PPWCN 4GRQTV QH YJKEJ CTG VTWG CPF TGCUQPCDNG KP accordance with all relevant regulations and legislations. Directors have their accountability and responsibility on behalf of directors of listed companies for governance and GPUWTKPI VJCV VJG %QORCP[ÂżU ĂŒPCPEKCN TGRQTVKPI RTGUGPV HCKTN[ CEEWTCE[ EQORNGVGN[ VTCPURCTGPE[ CPF UWHĂŒEKGPE[ HQT OCKPVCKPKPI VJG %QORCP[ÂżU CUUGVU CPF HQT FGVGTOKPKPI VJG YGCM RQKPVU CPF OCVGTKCN KUUWGU 6JGTG YKNN CNUQ DG UWHĂŒEKGPV FKUENQUWTGU QH UKIPKĂŒECPV KPHQTOCVKQP KP PQVGU VQ ĂŒPCPEKCN UVCVGOGPVU EQORNKGF YKVJ RTQRGT CPF EQPUKUVGPE[ CEEQWPVKPI policies, as well as reasonable and prudent judgment and estimation in accordance with generally accepted accounting standards. +P QTFGT HQT VJG IQXGTPCPEG QH ĂŒPCPEKCN TGRQTVKPI VQ DG GHĂŒEKGPV VJG %QORCP[ÂżU $QCTF QH &KTGEVQTU JCXG UGV WR VJG Audit Committee, with three independent directors who do not hold any positions on the Executive Board, responsible for UWRGTXKUKPI VJG SWCNKV[ QH ĂŒPCPEKCN TGRQTVKPI CPF VJG KPVGTPCN EQPVTQN U[UVGOU The supervision of compliance with the internal control system is the duty of the Outsourcing Internal Audit that elected by the Audit Committee which report directly to the Audit Committee. The Audit Committee is also in charge with overseeing preparations for the mandated adoption of International Financial Reporting Standards (IFRS). The opinions on the afore-mentioned matters are detailed in the Company’s Annual Report. 6JG %QORCP[ÂżU $QCTF QH &KTGEVQTUÂż QRKPKQP VJG EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU CPF VJG UGRCTCVG ĂŒPCPEKCN UVCVGOGPVU of
Asiasoft Corporation Public Company Limited and its subsidiaries of Asiasoft Corporation Public Company Limited, which VJG #WFKV %QOOKVVGG JCU TGXKGYGF LQKPVN[ YKVJ VJG %QORCP[ÂżU GZGEWVKXGU CPF GZVGTPCN CWFKVQTU '; 1HĂŒEG .KOKVGF RTGUGPV fairly in all material respects and operational results in accordance with generally accepted accounting standards, proper CPF EQPUKUVGPE[ CEEQWPVKPI RQNKEKGU UWHĂŒEKGPV KPHQTOCVKQP FKUENQUWTGU CPF EQORNKCPEG YKVJ TGNGXCPV NGIKUNCVKQPU CPF regulations, along with prudent and cautious considerations.
Mr. Tan Tgow Lim Chairman On behalf of the Board of Directors
104
ANNUAL REPORT 2014
18.
FINANCIAL HIGHLIGHT
1,233 15 -476
1,685 529 78
1,972 848 379
-391
52
294
1,292 533 759
1,741 523 1,218
2,045 644 1,401
307 1 -1.27 0.00
307 1 0.17 0.45
307 1 0.96 1.00
-31.7% n/a n/a 0.70
3.08% 2.50% 3.56% 0.43
14.91% 15.75% 22.35% 0.46
+PEQOG 5VCVGOGPV $CJV /KNNKQP Revenue from Sales and service income - net )TQUU 2TQÌV Net income before interest expenses and corporate income tax 0GV 2TQÌV 'SWKV[ JQNFGTU QH VJG %QORCP[ $CNCPEG 5JGGV $CJV /KNNKQP Assets Liabilities Shareholders’ Equity 5VQEM Paid-up Capital (Million Shares) Par Value (Baht) Earning per share (Baht) Dividend per share (Baht) -G[ 4CVKQU 0GV 2TQÌV /CTIKP Return on Assets Return on Equity Debt Equity Ratio
ANNUAL REPORT 2014
19.
105
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL STATUS AND OPERATING RESULTS
(KPCPEKCN UVCVWU CPF 1RGTCVKPI 4GUWNVU 1XGTXKGY QH RCUV QRGTCVKPI TGUWNVU • $WUKPGUU 5VTWEVWTG In 2014, the Company’s main revenues are realized from online revenue, distribution of PC games and payment EJCPPGNU KP 6JCKNCPF 5KPICRQTG /CNC[UKC +PFQPGUKC 8KGVPCO CPF 2JKNKRRKPGU 6JG %QORCP[ JCF CNUQ NCWPEJGF KVU ĂŒTUV mobile games in 2014. • +PXGUVOGPV 'ZRCPUKQP FWTKPI As of 5th February 2014, the Company invests in Level Up! Inc. which conducts marketing services via the internet, and also operates as an advertising agency for both internal and external parties. As of 31 December 2014, the Company holds 100% of PHP 138.5 million paid-up capitals and has invested USD 4.2 million. • )TQWR 1RGTCVKPI 4GUWNV The Group operates 35 online game titles in 6 countries: Thailand (19 games), Singapore (11 games), Malaysia (12 games), Indonesia (4 games), Philippines (9 games), and Indochina (Vietnam, Cambodia, and Myanmar 8 games.) In 2014, 52% of total revenue is from Domestic business while 48% of total revenue is from Overseas. The proceeds of online game services generated the Group’s main income about 79% and distribution generated about 9% and others about 12% of total revenue.
4GXGPWGU 6JG )TQWRÂżU VQVCN TGXGPWG DCUGF QP EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU HQT DTGCMFQYPU D[ IGQITCRJKE
4GXGPWG D[ )GQITCRJKE 1. Thailand 2. Overseas 6QVCN )TQYVJ 4CVG
$CJV /KNNKQP
$CJV /KNNKQP
$CJV /KNNKQP
1,155 861 2,016
57 43 100
926 787 1,713
54 46 100
656 606 1,262
52 48 100
106
ANNUAL REPORT 2014
Total revenue in 2014 was Baht 1,262 Million, decreased 26% from the previous year of Baht 1,713 million. Revenue was contributed from Thailand and overseas by 52% and 48% of total revenue respectively, compared to the previous year of 54% and 46% respectively. Revenue from Thailand dropped 29% from Baht 926 million in 2013 to Baht 656 million in 2014 resulting from online game. Revenue in overseas decreased 23% from Baht 787 million in 2013 to Baht OKNNKQP KP TGUWNVKPI HTQO UCNGU QH QHĂ?KPG ICOG FTQRRGF KP 4GXGPWG D[ $WUKPGUU
$WUKPGUUGU
$CJV /KNNKQP
$CJV /KNNKQP
$CJV /KNNKQP
1. Revenue from online game services 2. Revenue from distribution business 3. Other Income
1,662 277 77
82 14 4
1,530 115 68
89 7 4
998 110 154
79 9 12
6QVCN
(1) Online revenue The Group operates 35 online game titles in 6 countries: Thailand (19 games), Singapore (11 games), Malaysia (12 games), Indonesia (4 games) Philippines (9 games) and Indochina (Vietnam, Cambodia, and Myanmar 8 games.) For the year 2014, online revenue was THB 998 million decreased THB 532 million or 35% from last year which had THB 1,530 million. The decline in Group revenue results from weak performance in new game launches, in addition to the delayed in launching new mobile games launches, both domestically and overseas.
$[ )GQITCRJKE 1. Thailand 2. Overseas 6QVCN )TQYVJ 4CVG
$CJV /KNNKQP
$CJV /KNNKQP
982 680 1,662
63 37 100
805 725 1,530
53 47 100
$CJV /KNNKQP
570 428 998
57 43 100
ANNUAL REPORT 2014
107
(2) Distribution income Distribution income is generated from PC games, payment channels and internet cafe members’ fee. The Company realized THB 110 million in revenue, in 2014. A decrease of THB 5 million or 4% from last year which had THB 115 million due to no major packaged product was launched in FY2014. (3) Other income Other income was from advertising, sponsoring, licensing and social network advertising management. The Company realises THB 124 million in revenue, an increased of THB 84 million from last year which had THB 40 million due to the sub licensing fee from the subsidiary Level Up! in addition to the increased revenue from social network advertising management.
%QUV QH )QQFU 5QNF COGS in 2014 was THB 1,218 million increased by THB 61 million or 5% from last year which had COGS of THB 1,157 million. The increase is mainly from the impairment in assets, as well as write-offs from games that are under performing for a total of Baht 256 million.
5GNNKPI CPF #FOKP EQUVU 5GNNKPI CPF #FOKP EQUVU YGTG 6*$ OKNNKQP KPETGCUGF 6*$ OKNNKQP HTQO NCUV [GCTÂżU ĂŒIWTG QH 6*$ OKNNKQP or an increase of 9% due to impairment provisions from investments in the company’s subsidiaries for a total of Baht 12 million, and the impairment on good will of Baht 94 million.
0GV 2TQĂŒV
0GV 2TQĂŒV D[ )GQITCRJKE 1. Thailand 2. Overseas 6QVCN )TQYVJ 4CVG
4GUVCVGF
0GV 2TQĂŒV $CJV /KNNKQP 0GV 2TQĂŒV $CJV /KNNKQP 0GV 2TQĂŒV $CJV /KNNKQP /CTIKP /CTIKP /CTIKP
19 9 15
215 79 294
8 -3 3
74 -22 52
-11 -20 -31
-139 -251 -391
108
ANNUAL REPORT 2014
The net loss of the Domestic business in 2014 amounts to Baht -139 million decreasing -82% from Baht 52 million in 2013. The main reason of the drop results from the decline in performance results from the game license write offs. 4GUWNVKPI C FGETGCUG KP FQOGUVKE PGV RTQĂŒV HTQO VQ CPF C FGETGCUG KP QXGTUGCU PGV RTQĂŒV HTQO VQ
#UUGVU Total assets as of 31 December 2014 was THB 1,292 million decreased THB 449 million or 25% from last year of THB 1741 million details as below: (1) Current assets decreased THB 252 million or 31% from last year due to : • Cash decreased from invested in game licenses, and equipment. • Account receivable decreased due to decline in revenue. • Inventory dropped due to the reduction in product stock, and the increase in aging inventory provisions. (2) Non-Current Asset decreased THB 197 million or 20% from last year due to : • Loss on impairment of investment in associate. • Loss on impairment of goodwill. • Impairment on game license is greater than license obtained.
.KCDKNKVKGU The Company total liabilities as of 31 December 2014 was THB 532.73 million increased THB 9.93 million or 1.9% from last year as THB 522.79 million detail as below: (1) Current Liabilities increased 27.6 Million or 6% from last year due to : • Short-term loan. • Increased account payables. (2) Non - Current Liabilities decreased 17.65 million or 32% from last year due to : • Decreased in value of call options. • Decreased in Deferred tax liabilities. • &GETGCUGF KP 2TQXKUKQP HQT NQPI VGTO GORNQ[GG DGPGĂŒVU
'SWKVKGU The Company total equity as of 31 December 2014 was THB 759.435 Million decreased 458.559 Million or 38% from last year as THB 1,218 Million detail as below:
7PCRRTQRTKCVGF FGĂŒEKVU 4GVCKPGF 'CTPKPI KPETGCUGF 6*$ OKNNKQP HTQO (2) Non-controlling interests of the subsidiaries increase by THB 69 million from 2013
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(CEVQTU VJCV GHHGEVU ĂŒPCPEKCN RQUKVKQP UKIPKĂŒECPVN[ KP VJG HWVWTG DQVJ KPVGTPCN CPF GZVGTPCN Asiasoft is constantly working to mitigate factors that may affect our overall performances. Below is the list of key HCEVQTU VJCV OC[ CHHGEV ĂŒPCPEKCN RQUKVKQP CPF QT QRGTCVKQPU QH #UKCUQHV CPF JQY VJG )TQWR KU RNCPPKPI VQ JCPFNG VJGO (1) Risk of Product’s Hit Factors Online game industry in Southeast Asia has become more and more competitive where gamers have become more selective in terms of which games they will spend their time and money into. Hence, Asiasoft is committed to publish JKV ICOGU CPF VQR PQVEJ UGTXKEGU VJCV YKNN CRRGCN VQ QWT OCTMGV CPF YKNN TGUWNV KPVQ RQUKVKXG ĂŒPCPEKCN RGTHQTOCPEG HQT VJG Group. (2) Operation Schedules Timing is key in online game industry whether for launching new titles, new game updates, new types of services, gaming events, etc. The Group is carefully scheduling key activities based on consumer’s behavior and trend, such as school terms, holiday seasons, key sports events, or competitor’s products schedules to ensure optimum timing for any product activities. (3) Changes in Technology and Platforms +P VJG RCUV HGY [GCTU UOCTV RJQPG RGPGVTCVKQP JCU ITQYP UKIPKĂŒECPVN[ KP 5QWVJGCUV #UKCP EQWPVTKGU CPF QWT MG[ customers have been playing games on mobile platform too. The Group has made an approach to enter mobile platform by releasing Ragnarok Online Mobile in Thailand in late 2013. Furthermore, Asiasoft strives to look out for oncoming changes in technology and the Group will constantly adapt to the trend in technology to provide best online entertainment in Southeast Asia, as well as relevant platforms to market our products. (4) Disruption of Online Service As a leading online game operator, Asiasoft has been maintaining excellent online services to our users. *QYGXGT VJGTG CTG HCEVQTU UWEJ CU PCVWTCN FKUCUVGTU RQNKVKECN WPTGUV KPVGTPGV FCVC UGTXKEG RTQXKFGT HCKNWTG E[DGT CVVCEM and buggy game contents, that may affect disrupt our online services. Our information system team is striving to maintain adequate operational services, security and supporting infrastructure for the smoothest gaming experience. (5) Privacy Protection One of Asiasoft’s strengths is our massive amount of users from all across Southeast Asia and beyond. Hence, any leak of consumer’s data by and to third parties may negatively affect our relationship with our users and our revenue. However, the Group has implemented security system to store and to protect our user database. (6) Diversifying Channel Partners Asiasoft has been maintaining good relationship with channel partners (e.g. for payment, sales, distribution) such as mobile service providers, cyber cafes, convenient shops, gaming shops, and online gaming news portals. Our channel
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RCTVPGTU JCXG UKIPKĂŒECPV KPĂ?WGPEG QXGT VJG RTQFWEVU CPF UGTXKEGU VJCV YG QHHGT QP VJGKT RNCVHQTO #U UWEJ VJG )TQWR YKNN OCKPVCKP VQ RTQXKFG CITGGOGPV VJCV DGPGĂŒEKCN VQ QWT EJCPPGN RCTVPGTU UQ VJG[ UVC[ VQ UGTXG WU (7) Talents in Online Game Industry in Southeast Asia Asiasoft believes in keeping and nurturing talents as integral part in Group’s overall growth. As game industry in VJG TGIKQP JCU ITQYP UKIPKĂŒECPVN[ KP VJG RCUV FGECFG VJG FGOCPF HQT CPF SWCNKV[ QH VCNGPVU KP ICOG KPFWUVT[ JCU KPETGCUGF too. The Group will stay competitive in terms of remuneration and advances in job environment, as well as maintaining the effort to draw top talents into Asiasoft.
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FINANCIAL STATEMENT
+PFGRGPFGPV #WFKVQTÂżU 4GRQTV To the Shareholders of Asiasoft Corporation Public Company Limited + JCXG CWFKVGF VJG CEEQORCP[KPI EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU QH #UKCUQHV %QTRQTCVKQP 2WDNKE %QORCP[ .KOKVGF CPF KVU UWDUKFKCTKGU YJKEJ EQORTKUG VJG EQPUQNKFCVGF UVCVGOGPVU QH ĂŒPCPEKCN RQUKVKQP CU CV &GEGODGT CPF VJG TGNCVGF EQPUQNKFCVGF UVCVGOGPVU QH EQORTGJGPUKXG KPEQOG EJCPIGU KP UJCTGJQNFGTUÂż GSWKV[ CPF ECUJ Ă?QYU HQT VJG [GCT VJGP GPFGF CPF C UWOOCT[ QH UKIPKĂŒECPV CEEQWPVKPI RQNKEKGU CPF QVJGT GZRNCPCVQT[ KPHQTOCVKQP CPF JCXG CNUQ CWFKVGF VJG UGRCTCVG ĂŒPCPEKCN UVCVGOGPVU QH #UKCUQHV %QTRQTCVKQP 2WDNKE %QORCP[ .KOKVGF HQT VJG UCOG RGTKQF
/CPCIGOGPVÂżU TGURQPUKDKNKV[ HQT VJG ĂŒPCPEKCN UVCVGOGPVU /CPCIGOGPV KU TGURQPUKDNG HQT VJG RTGRCTCVKQP CPF HCKT RTGUGPVCVKQP QH VJGUG ĂŒPCPEKCN UVCVGOGPVU KP CEEQTFCPEG YKVJ Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the RTGRCTCVKQP QH ĂŒPCPEKCN UVCVGOGPVU VJCV CTG HTGG HTQO OCVGTKCN OKUUVCVGOGPV YJGVJGT FWG VQ HTCWF QT GTTQT
#WFKVQTÂżU TGURQPUKDKNKV[ /[ TGURQPUKDKNKV[ KU VQ GZRTGUU CP QRKPKQP QP VJGUG ĂŒPCPEKCN UVCVGOGPVU DCUGF QP O[ CWFKV + EQPFWEVGF O[ CWFKV in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and RNCP CPF RGTHQTO VJG CWFKV VQ QDVCKP TGCUQPCDNG CUUWTCPEG CDQWV YJGVJGT VJG ĂŒPCPEKCN UVCVGOGPVU CTG HTGG HTQO OCVGTKCN misstatement. #P CWFKV KPXQNXGU RGTHQTOKPI RTQEGFWTGU VQ QDVCKP CWFKV GXKFGPEG CDQWV VJG COQWPVU CPF FKUENQUWTGU KP VJG ĂŒPCPEKCN statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material OKUUVCVGOGPV QH VJG ĂŒPCPEKCN UVCVGOGPVU YJGVJGT FWG VQ HTCWF QT GTTQT +P OCMKPI VJQUG TKUM CUUGUUOGPVU VJG CWFKVQT EQPUKFGTU KPVGTPCN EQPVTQN TGNGXCPV VQ VJG GPVKV[ÂżU RTGRCTCVKQP CPF HCKT RTGUGPVCVKQP QH VJG ĂŒPCPEKCN UVCVGOGPVU KP QTFGT VQ design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation QH VJG ĂŒPCPEKCN UVCVGOGPVU + DGNKGXG VJCV VJG CWFKV GXKFGPEG + JCXG QDVCKPGF KU UWHĂŒEKGPV CPF CRRTQRTKCVG VQ RTQXKFG C DCUKU HQT O[ CWFKV QRKPKQP
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1RKPKQP +P O[ QRKPKQP VJG ĂŒPCPEKCN UVCVGOGPVU TGHGTTGF VQ CDQXG RTGUGPV HCKTN[ KP CNN OCVGTKCN TGURGEVU VJG ĂŒPCPEKCN RQUKVKQP of Asiasoft Corporation Public Company Limited and its subsidiaries and of Asiasoft Corporation Public Company Limited CU CV &GEGODGT CPF VJGKT ĂŒPCPEKCN RGTHQTOCPEG CPF ECUJ Ă?QYU HQT VJG [GCT VJGP GPFGF KP CEEQTFCPEG YKVJ 6JCK Financial Reporting Standards.
Supannee Triyanantakul %GTVKĂŒGF 2WDNKE #EEQWPVCPV 6JCKNCPF 0Q '; 1HĂŒEG .KOKVGF Bangkok: 2 March 2015
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#UKCUQHV %QTRQTCVKQP 2WDNKE %QORCP[ .KOKVGF CPF KVU UWDUKFKCTKGU 0QVGU VQ EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU For the year ended 31 December 2014
)GPGTCN KPHQTOCVKQP Asiasoft Corporation Public Company Limited (“the Companyâ€?) is a public company incorporated and domiciled KP 6JCKNCPF 6JG %QORCP[ KU RTKPEKRCNN[ GPICIGF KP VJG FKUVTKDWVQT CPF RTQXKFGT QH DQVJ QPNKPG CPF QHĂ?KPG ICOG UGTXKEGU 6JG TGIKUVGTGF QHĂŒEG QH VJG %QORCP[ KU VJ Ă?QQT 7/ 6QYGT $WKNFKPI 4COMJCOJCGPI 4QCF 5WCPNWCPI 5WCPNWCPI Bangkok.
$CUKU QH RTGRCTCVKQP 6JG ĂŒPCPEKCN UVCVGOGPVU JCXG DGGP RTGRCTGF KP CEEQTFCPEG YKVJ Thai Financial Reporting Standards enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations QH VJG 0QVKĂŒECVKQP QH VJG &GRCTVOGPV QH $WUKPGUU &GXGNQROGPV FCVGF 5GRVGODGT KUUWGF WPFGT VJG #EEQWPVKPI Act B.E. 2543. 6JG ĂŒPCPEKCN UVCVGOGPVU KP 6JCK NCPIWCIG CTG VJG QHĂŒEKCN UVCVWVQT[ ĂŒPCPEKCN UVCVGOGPVU QH VJG %QORCP[ 6JG ĂŒPCPEKCN UVCVGOGPVU KP 'PINKUJ NCPIWCIG JCXG DGGP VTCPUNCVGF HTQO VJG 6JCK NCPIWCIG ĂŒPCPEKCN UVCVGOGPVU 6JG ĂŒPCPEKCN UVCVGOGPVU JCXG DGGP RTGRCTGF QP C JKUVQTKECN EQUV DCUKU GZEGRV YJGTG QVJGTYKUG FKUENQUGF KP VJG accounting policies. 2.2 Basis of consolidation C 6JG EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU KPENWFG VJG ĂŒPCPEKCN UVCVGOGPVU QH #UKCUQHV %QTRQTCVKQP 2WDNKE %QORCP[ Limited (“the Companyâ€?) and the following subsidiary companies (“the subsidiariesâ€?):
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#U FGUETKDGF KP 0QVG VQ VJG ĂŒPCPEKCN UVCVGOGPVU QP /CTEJ VJG %QORCP[ RWTEJCUGF QTFKPCT[ UJCTGU KP .GXGN 7RĂŽ +PE CPF KP ,WPG VJG %QORCP[ KPXGUVGF KP /KT[P +PPQXCVKQP %Q .VF b) Subsidiaries are fully consolidated, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. E 6JG ĂŒPCPEKCN UVCVGOGPVU QH VJG UWDUKFKCTKGU CTG RTGRCTGF WUKPI VJG UCOG UKIPKĂŒECPV CEEQWPVKPI RQNKEKGU CU VJG Company. F 6JG CUUGVU CPF NKCDKNKVKGU KP VJG ĂŒPCPEKCN UVCVGOGPVU QH QXGTUGCU UWDUKFKCT[ EQORCPKGU CTG VTCPUNCVGF VQ $CJV using the exchange rate prevailing on the end of reporting period, and revenues and expenses translated using monthly average exchange rates. The resulting differences are shown under the caption of “Exchange differences on translation of ĂŒPCPEKCN UVCVGOGPVU KP HQTGKIP EWTTGPE[Ă‚ KP VJG UVCVGOGPVU QH EJCPIGU KP UJCTGJQNFGTUÂż GSWKV[ Goodwill and fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of CP QXGTUGCU UWDUKFKCT[ EQORCP[ QP ,CPWCT[ CPF VJGTGCHVGT CTG VQ DG VTGCVGF as assets and liabilities of the overseas subsidiary company, and are to be translated to Baht using the exchange rate prevailing at the end of the reporting period. e) Material balances and transactions between the Company and its subsidiary companies have been eliminated HTQO VJG EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU H 0QP EQPVTQNNKPI KPVGTGUVU TGRTGUGPV VJG RQTVKQP QH RTQĂŒV QT NQUU CPF PGV CUUGVU QH VJG UWDUKFKCTKGU VJCV CTG PQV JGNF D[ VJG %QORCP[ CPF CTG RTGUGPVGF UGRCTCVGN[ KP VJG EQPUQNKFCVGF RTQĂŒV QT NQUU CPF YKVJKP GSWKV[ KP VJG EQPUQNKFCVGF UVCVGOGPV QH ĂŒPCPEKCN RQUKVKQP 6JG UGRCTCVG ĂŒPCPEKCN UVCVGOGPVU YJKEJ RTGUGPV KPXGUVOGPVU KP UWDUKFKCTKGU WPFGT VJG EQUV OGVJQF JCXG DGGP RTGRCTGF UQNGN[ HQT VJG DGPGĂŒV QH VJG RWDNKE
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0GY ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU $GNQY KU C UWOOCT[ QH ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU VJCV DGECOG GHHGEVKXG KP VJG EWTTGPV CEEQWPVKPI [GCT CPF those that will become effective in the future.
C (KPCPEKCN TGRQTVKPI UVCPFCTFU VJCV DGECOG GHHGEVKXG KP VJG EWTTGPV CEEQWPVKPI [GCT Conceptual Framework for Financial Reporting (revised 2014)
#EEQWPVKPI 5VCPFCTFU
TAS 1 (revised 2012)
Presentation of Financial Statements
TAS 7 (revised 2012)
Statement of Cash Flows
TAS 12 (revised 2012)
ncome Taxes
TAS 17 (revised 2012)
Leases
TAS 18 (revised 2012)
Revenue
6#5 TGXKUGF
'ORNQ[GG $GPGĂŒVU
TAS 21 (revised 2012)
The Effects of Changes in Foreign Exchange Rates
TAS 24 (revised 2012)
Related Party Disclosures
TAS 28 (revised 2012)
Investments in Associates
6#5 TGXKUGF
+PVGTGUVU KP ,QKPV 8GPVWTGU
TAS 34 (revised 2012)
Interim Financial Reporting
TAS 36 (revised 2012)
Impairment of Assets
TAS 38 (revised 2012)
Intangible Assets
(KPCPEKCN 4GRQTVKPI 5VCPFCTFU TFRS 2 (revised 2012)
Share-based Payment
TFRS 3 (revised 2012)
Business Combinations
TFRS 5 (revised 2012)
Non-current Assets Held for Sale and Discontinued Operations
TFRS 8 (revised 2012)
Operating Segments
#EEQWPVKPI 5VCPFCTF +PVGTRTGVCVKQPU TSIC 15
Operating Leases - Incentives
TSIC 27
Evaluating the Substance of Transactions Involving the Legal Form of a Lease
TSIC 29
Service Concession Arrangements: Disclosures
TSIC 32
Intangible Assets - Web Site Costs
(KPCPEKCN 4GRQTVKPI 5VCPFCTF +PVGTRTGVCVKQPU TFRIC 1 TFRIC 4
Changes in Existing Decommissioning, Restoration and Similar Liabilities Determining whether an Arrangement contains a Lease
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TFRIC 7 TFRIC 10 TFRIC 12 TFRIC 13 TFRIC 17 TFRIC 18
Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds Applying the Restatement Approach under TAS 29 Financial Reporting in *[RGTKPĂ?CVKQPCT[ 'EQPQOKGU Interim Financial Reporting and Impairment4 Service Concession Arrangements Customer Loyalty Programs Distributions of Non-cash Assets to Owners Transfers of Assets from Customers
Accounting Treatment Guidance for Stock Dividend 6JGUG ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU YGTG amended primarily to align their content with the corresponding International Financial Reporting Standards. Most of the changes were directed towards revision of wording and terminology, and provision of KPVGTRTGVCVKQPU CPF CEEQWPVKPI IWKFCPEG VQ WUGTU QH VJG ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU 6JGUG ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU FQ PQV JCXG CP[ UKIPKĂŒECPV KORCEV QP VJG ĂŒPCPEKCN UVCVGOGPVU
D (KPCPEKCN TGRQTVKPI UVCPFCTFU VJCV YKNN DGEQOG GHHGEVKXG KP VJG HWVWTG 6JG (GFGTCVKQP QH #EEQWPVKPI 2TQHGUUKQPU JCU KUUWGF C PWODGT QH TGXKUGF CPF PGY ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU VJCV DGEQOG GHHGEVKXG HQT ĂŒUECN [GCTU DGIKPPKPI QP QT CHVGT ,CPWCT[ 6JGUG ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU YGTG aimed at alignment with the corresponding International Financial Reporting Standards, with most of the changes directed VQYCTFU TGXKUKQP QH YQTFKPI CPF VGTOKPQNQI[ CPF RTQXKUKQP QH KPVGTRTGVCVKQPU CPF CEEQWPVKPI IWKFCPEG VQ WUGTU QH ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU 6JG OCPCIGOGPV QH VJG %QORCP[ DGNKGXGU VJG[ YKNN PQV JCXG CP[ UKIPKĂŒECPV KORCEV QP VJG ĂŒPCPEKCN UVCVGOGPVU KP VJG [GCT KP YJKEJ VJG[ CTG CFQRVGF *QYGXGT UQOG QH VJGUG ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU KPXQNXG EJCPIGU to key principles, as discussed below: • 6#5 TGXKUGF 'ORNQ[GG $GPGĂŒVU This revised standard requires that the entity recognise actuarial gains and losses immediately in other comprehensive KPEQOG YJKNG VJG GZKUVKPI UVCPFCTF CNNQYU VJG GPVKV[ VQ TGEQIPKUG UWEJ ICKPU CPF NQUUGU KOOGFKCVGN[ KP RTQĂŒV QT NQUU QT KP QVJGT EQORTGJGPUKXG KPEQOG QT VQ TGEQIPKUG VJGO ITCFWCNN[ KP RTQĂŒV QT NQUU #V RTGUGPV VJG %QORCP[ CPF KVU UWDUKFKCTKGU KOOGFKCVGN[ TGEQIPKUG CEVWCTKCN ICKPU CPF NQUUGU KP RTQĂŒV QT NQUU KP the period in which they occur. The assessment of the management of the Company and its subsidiaries is that when the revised standard is applied in 2015 and the method of recognising those gains and losses is changed to immediately recognise VJGO KP QVJGT EQORTGJGPUKXG KPEQOG VJGTG YKNN DG PQ KORCEV VQ RTQXKUKQP HQT NQPI VGTO GORNQ[GG DGPGĂŒV NKCDKNKVKGU CPF TGVCKPGF GCTPKPIU KP VJG ĂŒPCPEKCN UVCVGOGPVU • 6(45 %QPUQNKFCVGF (KPCPEKCN 5VCVGOGPVU 6(45 RTGUETKDGU TGSWKTGOGPVU HQT VJG RTGRCTCVKQP QH EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU CPF TGRNCEGU VJG RCTV FGCNKPI YKVJ EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU CU KPENWFGF KP 6#5 %QPUQNKFCVGF CPF 5GRCTCVG (KPCPEKCN 5VCVGOGPVU This standard changes the principles used in considering whether control exists. Under this standard, an investor is deemed to have control over an investee if it has rights, or is exposed, to variable returns from its involvement with the investee, and it has the ability to direct the activities that affect the amount of its returns, even if it holds less than half of the shares or voting rights. This important change requires the management to exercise a lot of judgment when reviewing whether the Company and its subsidiaries have control over the investees and determine which entities have to be included for RTGRCTCVKQP QH VJG EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU
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At present, the management of the Company and its subsidiaries is evaluating the impact of this standard to the ĂŒPCPEKCN UVCVGOGPVU KP VJG [GCT YJGP VJG[ CTG CFQRVGF • 6(45 ,QKPV #TTCPIGOGPVU TFRS 11 supersedes TAS 31 +PVGTGUVU KP ,QKPV 8GPVWTGU 6JKU UVCPFCTF TGSWKTGU CP GPVKV[ VQ CEEQWPV HQT CP KPXGUVOGPV Kn C LQKPVN[ EQPVTQNNGF GPVKV[ VJCV OGGVU VJG FGĂŒPKVKQP QH C LQKPV XGPVWTG WUKPI VJG GSWKV[ OGVJQF YJKNG 6#5 CNNQYU VJG GPVKV[ to apply either the proportionate consolidation method or the equity method to account for such an investment. The management of the Company and its subsidiaries believes that this standard will not have any impact on the %QORCP[ÂżU CPF KVU UWDUKFKCTKGUÂż ĂŒPCPEKCN UVCVGOGPVU CU VJG %QORCP[ CPF KVU UWDUKFKCTKGU JCXG CNTGCF[ CRRNKGF VJG GSWKV[ method to an investment in joint venture. • 6(45 &KUENQUWTG QH +PVGTGUVU KP 1VJGT 'PVKVKGU This standard stipulates disclosures relating to an entity’s interests in subsidiaries, joint arrangements and associates, KPENWFKPI UVTWEVWTGF GPVKVKGU 6JKU UVCPFCTF VJGTGHQTG JCU PQ ĂŒPCPEKCN KORCEV VQ VJG ĂŒPCPEKCN UVCVGOGPVU QH VJG %QORCP[ and its subsidiaries. • 6(45 (CKT 8CNWG /GCUWTGOGPV This standard provides guidance on how to measure fair value and stipulates disclosures related to fair value measurements. 'PVKVKGU CTG VQ CRRN[ VJG IWKFCPEG WPFGT VJKU UVCPFCTF KH VJG[ CTG TGSWKTGF D[ QVJGT ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU to measure their assets or liabilities at fair value. The effect of the change from the adoption of this standard is to be recognised prospectively. Based on the preliminary analysis, the management of the Company and its subsidiaries believes that this standard will PQV JCXG CP[ UKIPKĂŒECPV KORCEV QP VJG %QORCP[ÂżU CPF KVU UWDUKFKCTKGUÂż ĂŒPCPEKCN UVCVGOGPVU
5KIPKĂŒECPV CEEQWPVKPI RQNKEKGU 4GXGPWG TGEQIPKVKQP • 4GPFGTKPI QH UGTXKEGU Revenue from online game services is recognised when gamers use the services. And revenue from licensing game services to game shops is recognised on the straight-line method over the license period. • 5CNGU QH IQQFU 5CNGU QH IQQFU CTG TGEQIPKUGF YJGP VJG UKIPKĂŒECPV TKUMU CPF TGYCTFU QH QYPGTUJKR QH VJG IQQFU JCXG RCUUGF to the buyer. Sales are the invoiced value, excluding value added tax, of goods supplied after deducting discounts and allowances. • +PVGTGUV KPEQOG Interest income is recognised on an accrual basis based on the effective interest rate. • &KXKFGPFU Dividends are recognised when the right to receive the dividends is established.
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ANNUAL REPORT 2014 %CUJ CPF ECUJ GSWKXCNGPVU Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions. 6TCFG CEEQWPVU TGEGKXCDNG Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experience and analysis of debt aging. +PXGPVQTKGU +PXGPVQTKGU CTG XCNWGF CV VJG NQYGT QH EQUV ĂŒTUV KP ĂŒTUV QWV OGVJQF CPF PGV TGCNKUCDNG XCNWG +PXGUVOGPVU a) Investments in securities held for trading are stated at fair value. Changes in the fair value of these securities CTG TGEQTFGF KP RTQĂŒV QT NQUU b) Investments in unit trusts of open-ended fund are stated at fair value. Changes in the fair value of these unit VTWUVU CTG TGEQTFGF KP RTQĂŒV QT NQUU E +PXGUVOGPVU KP LQKPV XGPVWTG CPF CUUQEKCVGU CTG CEEQWPVGF HQT KP VJG EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU WUKPI the equity method. F +PXGUVOGPVU KP UWDUKFKCTKGU CTG CEEQWPVGF HQT KP VJG UGRCTCVG ĂŒPCPEKCN UVCVGOGPVU WUKPI VJG EQUV OGVJQF The fair value of marketable securities is based on the latest bid price of the last working day of the year. The fair value of debt instruments is determined based on yield rates quoted by the Thai Bond Market Association. The fair value of unit trusts is determined from their net asset value. The weighted average method is used for computation of the cost of investments. In the event the Company and its subsidiary reclassify investments from one type to another, such investments YKNN DG TGCFLWUVGF VQ VJGKT HCKT XCNWG CU CV VJG TGENCUUKĂŒECVKQP FCVG 6JG FKHHGTGPEG DGVYGGP VJG ECTT[KPI COQWPV QH VJG KPXGUVOGPVU CPF VJG HCKT XCNWG QP VJG FCVG QH TGENCUUKĂŒECVKQP CTG TGEQTFGF KP RTQĂŒV QT NQUU QT TGEQTFGF CU QVJGT EQORQPGPVU QH UJCTGJQNFGTÂżU GSWKV[ FGRGPFKPI QP VJG V[RG QH KPXGUVOGPV VJCV KU TGENCUUKĂŒGF On disposal of investments in securities held for trading and unit trusts of open-ended fund, the difference DGVYGGP PGV FKURQUCN RTQEGGFU CPF VJG ECTT[KPI COQWPV QH VJG KPXGUVOGPV KU TGEQIPKUGF KP RTQĂŒV QT NQUU 'SWKROGPV &GRTGEKCVKQP Equipment is stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any).
Depreciation of equipment is calculated by reference to their costs on the straight-line basis over estimated useful lives 3 - 5 years. Depreciation is included in determining income and no depreciation is provided on assets under installation. $WUKPGUU EQODKPCVKQP Business combinations are accounted for using the purchase method, with the cost of the acquisition being the HCKT XCNWG CV VJG CESWKUKVKQP FCVG QH EQPUKFGTCVKQP VTCPUHGTTGF +FGPVKĂŒCDNG CUUGVU CESWKTGF CPF NKCDKNKVKGU CUUWOGF KP a business combination are measured initially at their fair values at the acquisition date. The acquirer measures the
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PQP EQPVTQNNKPI KPVGTGUV KH CP[ KP VJG CESWKTGG CV VJG RTQRQTVKQPCVG UJCTG QH VJG CESWKTGGÂżU KFGPVKĂŒCDNG PGV CUUGVU Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and the UGTXKEGU CTG TGEGKXGF KP VJG EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU CPF CU RCTV QH VJG XCNWG QH VJG KPXGUVOGPV KP VJG UGRCTCVG ĂŒPCPEKCN UVCVGOGPVU )QQFYKNN Goodwill is initially recorded at cost, which equals to the excess of cost of business combination over the fair value of the net assets acquired. If the fair value of the net assets acquired exceeds the cost of business combination, VJG GZEGUU KU KOOGFKCVGN[ TGEQIPKUGF CU ICKP KP RTQĂŒV QT NQUU Goodwill is carried at cost less any accumulated impairment losses. Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s cash generating units (QT ITQWR QH ECUJ IGPGTCVKPI WPKVU VJCV CTG GZRGEVGF VQ DGPGĂŒV HTQO VJG U[PGTIKGU of the combination. The Company estimates the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit KU NGUU VJCP VJG ECTT[KPI COQWPV CP KORCKTOGPV NQUU KU TGEQIPKUGF KP RTQĂŒV QT NQUU +ORCKTOGPV NQUUGU TGNCVKPI VQ goodwill cannot be reversed in future periods. +PVCPIKDNG CUUGVU Intangible assets acquired through business combination are initially recognised at their fair value on the date of business acquisition while intangible assets acquired in other cases are recognised at cost. Following the initial recognition, the intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses (if any). +PVCPIKDNG CUUGVU YKVJ ĂŒPKVG NKXGU CTG COQTVKUGF QP C U[UVGOCVKE DCUKU QXGT VJG GEQPQOKE WUGHWN NKHG CPF VGUVGF HQT impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and VJG COQTVKUCVKQP OGVJQF QH UWEJ KPVCPIKDNG CUUGVU CTG TGXKGYGF CV NGCUV CV GCEJ ĂŒPCPEKCN [GCT GPF 6JG COQTVKUCVKQP GZRGPUG KU EJCTIGF VQ RTQĂŒV QT NQUU # UWOOCT[ QH VJG KPVCPIKDNG CUUGVU YKVJ ĂŒPKVG WUGHWN NKXGU KU CU HQNNQYU
7UGHWN NKXGU Game licenses
Contract period (approximately 2 to 4 years)
Computer software
3 years and 5 years
Customer relationship
3 years and 7 years
Trademark
20 years
4GNCVGF RCTV[ VTCPUCEVKQPU Related parties comprise enterprises and individuals that control, or are controlled by, the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies, joint venture and individuals which directly or indirectly own a voting KPVGTGUV KP VJG %QORCP[ VJCV IKXGU VJGO UKIPKĂŒECPV KPĂ?WGPEG QXGT VJG %QORCP[ MG[ OCPCIGOGPV RGTUQPPGN
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ANNUAL REPORT 2014 FKTGEVQTU CPF QHĂŒEGTU YKVJ CWVJQTKV[ KP VJG RNCPPKPI CPF FKTGEVKQP QH VJG %QORCP[ÂżU QRGTCVKQPU .QPI VGTO NGCUGU .GCUGU QH GSWKROGPV YJKEJ VTCPUHGT UWDUVCPVKCNN[ CNN VJG TKUMU CPF TGYCTFU QH QYPGTUJKR CTG ENCUUKĂŒGF CU ĂŒPCPEG leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of VJG OKPKOWO NGCUG RC[OGPVU 6JG QWVUVCPFKPI TGPVCN QDNKICVKQPU PGV QH ĂŒPCPEG EJCTIGU CTG KPENWFGF KP NQPI VGTO RC[CDNGU YJKNG VJG KPVGTGUV GNGOGPV KU EJCTIGF VQ RTQĂŒV QT NQUU QXGT VJG NGCUG RGTKQF 6JG CUUGV CESWKTGF WPFGT ĂŒPCPEG NGCUGU KU FGRTGEKCVGF QXGT VJG UJQTVGT QH VJG WUGHWN NKHG QH VJG CUUGV CPF VJG NGCUG RGTKQF Leases of building or equipment which do not transfer substantially all the risks and rewards of ownership are ENCUUKĂŒGF CU QRGTCVKPI NGCUGU 1RGTCVKPI NGCUG RC[OGPVU CTG TGEQIPKUGF CU CP GZRGPUG KP RTQĂŒV QT NQUU QP C straight line basis over the lease term. (QTGKIP EWTTGPEKGU The consolidated and separate ĂŒPCPEKCN UVCVGOGPVU CTG RTGUGPVGF KP $CJV YJKEJ KU CNUQ VJG %QORCP[ÂżU HWPEVKQPCN EWTTGPE[ +VGOU KPENWFGF KP VJG EQPUQNKFCVGF ĂŒPCPEKCN UVCVGOGPVU QH GCEJ GPVKV[ CTG OGCUWTGF WUKPI VJCV HWPEVKQPCN currency. Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at the end of reporting period. Gains and losses on exchange are included in determining income. +ORCKTOGPV QH CUUGVU At the end of each reporting period, the Company and its subsidiaries perform impairment reviews in respect of the equipment, other intangible assets and investments whenever events or changes in circumstances indicate that an asset may be impaired. The Company also carries out annual impairment reviews in respect of goodwill. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated HWVWTG ECUJ Ă?QYU CTG FKUEQWPVGF VQ VJGKT RTGUGPV XCNWG WUKPI C RTG VCZ FKUEQWPV TCVG VJCV TGĂ?GEVU EWTTGPV OCTMGV CUUGUUOGPVU QH VJG VKOG XCNWG QH OQPG[ CPF VJG TKUMU URGEKĂŒE VQ VJG CUUGV +P FGVGTOKPKPI HCKT XCNWG NGUU EQUVU VQ sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based QP KPHQTOCVKQP CXCKNCDNG TGĂ?GEVU VJG COQWPV VJCV VJG %QORCP[ EQWNF QDVCKP HTQO VJG FKURQUCN QH VJG CUUGV KP CP arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. #P KORCKTOGPV NQUU KU TGEQIPKUGF KP RTQĂŒV QT NQUU 'ORNQ[GG DGPGĂŒVU • 5JQTV VGTO GORNQ[GG DGPGĂŒVU Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. • 2QUV GORNQ[OGPV DGPGĂŒVU • &GĂŒPGF EQPVTKDWVKQP RNCPU The Company and certain subsidiaries and their employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company and subsidiaries. The fund’s assets are held in
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a separate trust fund and the Company’s and certain subsidiaries’ contributions are recognised as expenses when incurred. • &GĂŒPGF DGPGĂŒV RNCPU The Company and its subsidiaries have obligations in respect of the severance payments it must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment QDNKICVKQPU CU C FGĂŒPGF DGPGĂŒV RNCP 6JG QDNKICVKQP WPFGT VJG FGĂŒPGF DGPGĂŒV RNCP KU FGVGTOKPGF D[ C RTQHGUUKQPCNN[ SWCNKĂŒGF KPFGRGPFGPV CEVWCT[ based on actuarial techniques, using the projected unit credit method. #EVWCTKCN ICKPU CPF NQUUGU CTKUKPI HTQO RQUV GORNQ[OGPV DGPGĂŒVU CTG TGEQIPKUGF KOOGFKCVGN[ KP RTQĂŒV QT NQUU (QT VJG ĂŒTUV VKOG CFQRVKQP QH 6#5 'ORNQ[GG $GPGĂŒVU KP VJG %QORCP[ CPF KVU UWDUKFKCTKGU GNGEVGF VQ TGEQIPKUG VJG VTCPUKVKQPCN NKCDKNKV[ CU CP GZRGPUG QP C UVTCKIJV NKPG DCUKU QXGT WR VQ ĂŒXG [GCTU HTQO VJG FCVG QH adoption. +PEQOG VCZ Income tax expense represents the sum of corporate income tax currently payable and deferred tax. • %WTTGPV VCZ Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, DCUGF QP VCZCDNG RTQĂŒVU FGVGTOKPGF KP CEEQTFCPEG YKVJ VCZ NGIKUNCVKQP • &GHGTTGF VCZ Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period. The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the GZVGPV VJCV KV KU RTQDCDNG VJCV HWVWTG VCZCDNG RTQĂŒV will be available against which such deductible temporary differences and tax losses carried forward can be utilised. At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred VCZ CUUGVU VQ VJG GZVGPV VJCV KV KU PQ NQPIGT RTQDCDNG VJCV UWHĂŒEKGPV VCZCDNG RTQĂŒV YKNN DG CXCKNCDNG VQ CNNQY CNN QT RCTV of the deferred tax asset to be utilised. The Company and its subsidiaries record deferred tax directly to shareholders’ equity if the tax relates to items that are recorded directly to shareholders’ equity.
5KIPKĂŒECPV CEEQWPVKPI LWFIOGPVU CPF GUVKOCVGU 6JG RTGRCTCVKQP QH ĂŒPCPEKCN UVCVGOGPVU KP EQPHQTOKV[ YKVJ ĂŒPCPEKCN TGRQTVKPI UVCPFCTFU CV VKOGU TGSWKTGU OCPCIGOGPV to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates CHHGEV TGRQTVGF COQWPVU CPF FKUENQUWTGU CPF CEVWCN TGUWNVU EQWNF FKHHGT HTQO VJGUG GUVKOCVGU 5KIPKĂŒECPV LWFIOGPVU CPF estimates are as follows: • #NNQYCPEG HQT FQWDVHWN CEEQWPVU In determining an allowance for doubtful accounts, the management needs to make judgment and estimates
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ANNUAL REPORT 2014 DCUGF WRQP COQPI QVJGT VJKPIU RCUV EQNNGEVKQP JKUVQT[ CIKPI RTQĂŒNG QH QWVUVCPFKPI FGDVU CPF VJG RTGXCKNKPI economic condition. • +ORCKTOGPV QH KPXGUVOGPVU KP UWDUKFKCTKGU +ORCKTOGPV VGUVKPI QP KPXGUVOGPVU KP UWDUKFKCTKGU TGSWKTGU OCPCIGOGPV VQ OCMG GUVKOCVGU QH VJG ECUJ Ă?QYU VQ be generated by the subsidiaries and to determine an appropriate discount rate to calculate the present value of VJQUG ECUJ Ă?QYU • 'SWKROGPV &GRTGEKCVKQP In determining depreciation of equipment, the management is required to make estimates of the useful lives and residual values of the equipment and to review estimate useful lives and residual values when there are any changes. In addition, the management is required to review equipment for impairment on a periodical basis and record impairment losses when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review. • )QQFYKNN CPF KPVCPIKDNG CUUGVU The initial recognition and measurement of goodwill and intangible assets, and subsequent impairment testing, TGSWKTG OCPCIGOGPV VQ OCMG GUVKOCVGU QH ECUJ Ă?QYU VQ DG IGPGTCVGF D[ VJG CUUGV QT VJG ECUJ IGPGTCVKPI WPKVU CPF VQ EJQQUG C UWKVCDNG FKUEQWPV TCVG KP QTFGT VQ ECNEWNCVG VJG RTGUGPV XCNWG QH VJQUG ECUJ Ă?QYU +P FGVGTOKPKPI COQTVKUCVKQP QH KPVCPIKDNG CUUGVU YKVJ ĂŒPKVG NKXGU VJG OCPCIGOGPV KU TGSWKTGF VQ OCMG GUVKOCVGU of the useful lives and to review the amortisation period and the amortisation method of such intangible assets when there are any changes. • &GHGTTGF VCZ CUUGVU Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent VJCV KV KU RTQDCDNG VJCV VCZCDNG RTQĂŒV YKNN DG CXCKNCDNG CICKPUV YJKEJ VJG VGORQTCT[ FKHHGTGPEGU CPF NQUUGU ECP DG WVKNKUGF 5KIPKĂŒECPV OCPCIGOGPV LWFIOGPV KU TGSWKTGF VQ FGVGTOKPG VJG COQWPV QH FGHGTTGF VCZ CUUGVU VJCV ECP DG TGEQIPKUGF DCUGF WRQP VJG NKMGN[ VKOKPI CPF NGXGN QH GUVKOCVG HWVWTG VCZCDNG RTQĂŒVU • 2QUV GORNQ[OGPV DGPGĂŒVU WPFGT FGĂŒPGF DGPGĂŒV RNCPU 6JG QDNKICVKQP WPFGT VJG FGĂŒPGF DGPGĂŒV RNCP KU FGVGTOKPGF DCUGF QP CEVWCTKCN VGEJPKSWGU 5WEJ FGVGTOKPCVKQP is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate. • .KVKICVKQP The Company has contingent liabilities from tax assessment. The Company’s management has used judgment to assess of the results of the litigation and considered to record the amount of provision for loss in the account.
4GNCVGF RCTV[ VTCPUCEVKQPU &WTKPI VJG [GCTU VJG %QORCP[ CPF KVU UWDUKFKCTKGU JCF UKIPKĂŒECPV DWUKPGUU VTCPUCEVKQPU YKVJ TGNCVGF RCTVKGU 5WEJ transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company and those related parties.
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The above transactions with related parties are priced on the basis of cost plus a mutually agreed margin, except for interest income which is charged at rates of 2.25% - 3.05% per annum and dividend income which is recorded at the amount declared. As at 31 December 2014 and 2013, the balances of the accounts between the Company and those related parties are as follows:
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ANNUAL REPORT 2014 • 5JQTV VGTO NQCPU VQ TGNCVGF RCTVKGU The balance of short-term loans to related parties and the movement of these loans are as follows:
Short-term loans to Playpark Co., Ltd. (Formerly known as Funbox Co., Ltd.), PT. Asiasoft and Asiasoft Online Pte. Ltd. carry interest at 2.25% - 3.05% per annum and are repayable at call. #U FGUETKDGF KP 0QVG VQ VJG ĂŒPCPEKCN UVCVGOGPVU VQ EQORN[ YKVJ VJG UJCTG RWTEJCUG CITGGOGPV VJG %QORCP[ made payment to a former shareholder of Level Up! Inc. to transfer the short-term loan that the former shareholder had provided to Level Up! Inc. before the share purchase date. The loan is repayable at call and carries interest at 2.85% per annum. • &KTGEVQTU CPF OCPCIGOGPVÂżU DGPGĂŒVU &WTKPI VJG [GCT GPFGF &GEGODGT CPF VJG %QORCP[ CPF KVU UWDUKFKCTKGU JCF GORNQ[GG DGPGĂŒV expenses payable to their directors and management as below.
ANNUAL REPORT 2014
%CUJ CPF ECUJ GSWKXCNGPVU
As at 31 December 2014, bank deposits carried interests between 0.05 and 2.30 percent per annum (2013: between 0.25 and 2.75 percent per annum)
%WTTGPV KPXGUVOGPVU
135
136
ANNUAL REPORT 2014
6TCFG CPF QVJGT TGEGKXCDNGU
ANNUAL REPORT 2014
+PXGPVQTKGU
137
138
ANNUAL REPORT 2014
4GUVTKEVGF DCPM FGRQUKVU 6JGUG TGRTGUGPV ĂŒZGF FGRQUKVU QH VJG %QORCP[ COQWPVKPI VQ $CJV OKNNKQP YJKEJ JCXG DGGP RNGFIGF YKVJ VJG 4GXGPWG &GRCTVOGPV CU EQNNCVGTCN HQT VJG CRRGCN CU FGUETKDGF KP 0QVG VQ VJG ĂŒPCPEKCN UVCVGOGPVU 6JG TGOCKPKPI DCNCPEGU TGRTGUGPV ĂŒZGF FGRQUKVU QH VJG %QORCP[ CPF KVU UWDUKFKCT[ RNGFIGF YKVJ VJG DCPMU VQ UGEWTG ETGFKV HCEKNKVKGU
+PXGUVOGPVU KP UWDUKFKCTKGU &GVCKNU QH KPXGUVOGPVU KP UWDUKFKCTKGU CU RTGUGPVGF KP UGRCTCVG ĂŒPCPEKCN UVCVGOGPVU CTG CU HQNNQYU
During the current year, the Company recorded allowance for impairment loss of its investments in subsidiaries, amounting to Baht 181 million (2013: Baht 2 million).
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• &KXKFGPF TGEGKXGF HTQO UWDUKFKCTKGU During the years ended 31 December 2014 and 2013, the Company had dividend income received from its subsidiaries as below.
• %JCPIGU QH UWDUKFKCTKGUÂż PCOG On 21 April 2014, Playpark Co., Ltd. (100% owned by the Company) registered with the Ministry of Commerce the change of its name from “Playpark Co., Ltd.â€? to “Funbox Co., Ltd.â€?. On 12 May 2014, Funbox Co., Ltd. (100% owned by A Capital Co., Ltd.) registered with the Ministry of Commerce the change of its name from “Funbox Co., Ltd.â€? to “Playpark Co., Ltd.â€?. 5WDUGSWGPVN[ QP ,WPG 2NC[RCTM %Q .VF TGIKUVGTGF YKVJ VJG /KPKUVT[ QH %QOOGTEG VJG EJCPIG QH KVU name from “Playpark Co., Ltd.â€? to “Funbox Co., Ltd.â€?. • +PXGUVOGPV KP .GXGN 7RĂŽ +PE .7+ On 12 December 2013, the Board of directors of the Company approved in principle for management to pursue the purchase of shares in LUI, which is principally engaged in the publication of online games in the Philippines. Subsequently, on 11 March 2014 (the acquisition date), the Company acquired a 100% interest in LUI for which it paid USD 4.2 million, or equivalent to approximately Baht 136 million. Details of the share purchases can be summarised as follows: a) The Company purchased 11,097,159 ordinary shares from Level Up! International Holdings Pte. Ltd., or equivalent to 70% of the issued and fully paid shares. b) The Company purchased 4,755,926 ordinary shares from IP E-Game Ventures Inc., or equivalent to 30% of the issued and fully paid shares. In addition, under the share purchase agreement between the Company and Level Up! International Holdings Pte. Ltd., the Company has to pay USD 0.8 million, or equivalent to approximately Baht 26 million, to Level Up! International Holdings Pte. Ltd. for the transfer of short-term loan that Level Up! International Holdings Pte. Ltd. provided to LUI before the share purchase date. &WTKPI VJG EWTTGPV [GCT VJG %QORCP[ EQORNGVGF VJG CUUGUUOGPVU QH VJG HCKT XCNWGU QH .7+ÂżU KFGPVKĂŒCDNG CUUGVU acquired and liabilities assumed which were performed by an independent appraiser. The carrying values and fair XCNWGU QH KFGPVKĂŒCDNG CUUGVU CESWKTGF CPF NKCDKNKVKGU CUUWOGF HTQO VJG CESWKUKVKQP QH .7+ QP VJG CESWKUKVKQP FCVG are as follows:
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Intangible assets acquired from the business combination consisted of trademark amounting to Baht 10 million. The Company amortised these trademark based on its useful life of 20 years. Goodwill of Baht 84 million from the business combination principally comprises the expected synergy from combining
operations of the acquirer and the acquiree as well as bargaining power with game developers. Revenue and loss for the year of LUI have been included in the consolidated statements of comprehensive income for the year ended 31 December 2014 since the acquisition date, and amount to Baht 92 million and Baht 44 OKNNKQP TGURGEVKXGN[ +H VJG DWUKPGUU EQODKPCVKQP JCF VCMGP RNCEG QP ,CPWCT[ TGXGPWG CPF NQUU HQT VJG [GCT QH .7+ amounting to Baht 126 million and Baht 43 million, respectively, would have been included in the consolidated statements of comprehensive income for the year ended 31 December 2014.
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• +PXGUVOGPV KP /KT[P +PPQXCVKQP %Q .VF +P ,WPG VJG %QORCP[ CESWKTGF QH VJG QTFKPCT[ UJCTGU QH /KT[P +PPQXCVKQP %Q .VF YJKEJ YCU TGIKUVGTGF YKVJ VJG /KPKUVT[ QH %QOOGTEG QP ,WPG 6JG TGIKUVGTGF UJCTG ECRKVCN CPF KUUWGF CPF ECNNGF WR share capital of this company amounted to Baht 10 million (1 million ordinary shares of Baht 10 each). • +PXGUVOGPV KP 6JKPMRNWU &KIKVCN %QORCP[ .KOKVGF On 15 May 2013, the Company’s Board of Directors meeting approved an investment in ordinary shares of Thinkplus Digital Co., Ltd., which is engaged in the provision of internet marketing and advertising media services. The Company holds 600,000 shares with a par value of 5 Baht each (totaling Baht 3 million), representing 60% of the registered capital of such company. On 4 October 2013, the Company made payment amounting to Baht 1.5 million, and will make the remaining payment when Thinkplus Digital Co., Ltd. increases its paid-up share capital by Baht 2 million. During the current year, Thinkplus Digital Co., Ltd. increased its paid-up share capital, and on 6 May 2014 the Company made payment of the remaining amount of Baht 1.5 million. Fair values of the assets acquired and liabilities assumed from Thinkplus Digital Co., Ltd. as at the acquisition date were summarised below.
The Company assessed the fair value of the assets acquired and liabilities assumed at the acquisition date, and concluded that the fair value did not differ from the net book value. The Company recorded the difference between the cash payment made to acquire the investment in Thinkplus Digital Co., Ltd. and the interest in the net book value of Thinkplus Digital Co., Ltd. as other income in the consolidated statements of comprehensive income for the year ended 31 December 2013. Revenue and loss for the year of Thinkplus Digital Co., Ltd. have been included in the consolidated statements of comprehensive income for the year ended 31 December 2013 since the acquisition date, and amount to Baht 5 million CPF $CJV OKNNKQP TGURGEVKXGN[ +H VJG DWUKPGUU EQODKPCVKQP JCF VCMGP RNCEG QP ,CPWCT[ TGXGPWG CPF NQUU HQT the year of Thinkplus Digital Co., Ltd. amounting to Baht 11 million and Baht 0.3 million, respectively, would have been
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included in the consolidated statements of comprehensive income for the year ended 31 December 2013.
+PXGUVOGPVU KP CUUQEKCVGU &GVCKNU QH CUUQEKCVGU
On 11 March 2014, the Company purchased ordinary shares in Level Up! Inc., as described in Note 12 to the ĂŒPCPEKCN UVCVGOGPVU +P 1EVQDGT 2NC[YGD )COGU +PE CP CUUQEKCVGF EQORCP[ QH .GXGN 7RĂŽ +PE EJCPIGF its name to Playpark Inc. During the current year, A Capital Co., Ltd. recorded allowance for impairment loss of its investments in Cybergames
Corporation Co., Ltd., amounting to Baht 11.6 million. 5JCTG QH RTQĂŒV NQUU CPF FKXKFGPF TGEGKXGF
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5WOOCTKUGF ĂŒPCPEKCN KPHQTOCVKQP QH CUUQEKCVGU Financial information of the associates is summarised below.
+PXGUVOGPV KP LQKPV XGPVWTG Investment in joint venture represents an investment in CIB GameOne Limited, in which CIB Development Sdn. Bhd., a subsidiary, holds a 50% interest. The cost of investment amounted to Ringgit 3, or equivalent to Baht 30. CIB Development Sdn. Bhd. recognised share of losses from investment in CIB GameOne Limited until the value of the investment approached zero. Subsequent losses incurred by CIB GameOne Limited has not been recognised in the accounts since CIB Development Sdn. Bhd. has no obligations, whether legal or constructive, to make any payments on behalf of CIB GameOne Limited.
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As at 31 December 2014, certain equipment items have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation of those assets amounted to approximately Baht 240 million (2013: Baht 189 million) (The Company only: Baht 165 million, 2013: Baht 140 million).
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The Company performed its annual impairment test for the year 2014 on the goodwill it acquired through business combinations, and recorded impairment loss on goodwill amounting to Baht 94 million in the consolidated statement of comprehensive income. In testing impairment of the goodwill of CIB Development Sdn. Bhd. and Level Up! Inc., the TGEQXGTCDNG COQWPV YCU FGVGTOKPGF DCUGF QP XCNWG KP WUG ECNEWNCVGF WUKPI ĂŒXG [GCT ECUJ Ă?QY RTQLGEVKQPU FGTKXGF HTQO ĂŒPCPEKCN DWFIGVU CRRTQXGF D[ UGPKQT OCPCIGOGPV 6JG RTG VCZ FKUEQWPV TCVGU CRRNKGF VQ VJG ECUJ Ă?QY RTQLGEVKQPU YGTG CPF TGURGEVKXGN[ CPF VJG ITQYVJ TCVGU WUGF VQ GZVTCRQNCVG VJG ECUJ Ă?QYU DG[QPF VJG ĂŒXG [GCT RGTKQF were 2.0% and 3.24%, respectively. The Company’s management believes that no reasonably possible changes in the key assumptions would cause the carrying values of goodwill to materially exceed the recoverable amounts.
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5JQTV VGTO NQCPU HTQO ĂŒPCPEKCN KPUVKVWVKQP 5JQTV VGTO NQCPU HTQO ĂŒPCPEKCN KPUVKVWVKQP CU CV &GEGODGT TGRTGUGPV VJG NQCPU QH CRRTQZKOCVGN[ 5)& 2.4 million obtained by a subsidiary. These loans were guaranteed by the Company and the pledge of subsidiary’s bank deposits. In August 2014, the Company was granted short-term loan facility of Baht 150 million by a bank for investment in game licenses and repayment of license fee. As at 31 December 2014, the Company has yet to draw down this loan.
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2TQXKUKQP CTKUKPI HTQO C ECNN QRVKQP CITGGOGPV Provision arising from a call option agreement is the provision for a liability under a call option agreement whereby the Company granted the right to the former management of CIB Development Sdn. Bhd. to purchase up to 10% of total issued and paid up shares of CIB Development Sdn. Bhd. at a price stipulated in the agreement. The option can be exercised for 5 years from the last day of 2012. The provision was included in the purchase price paid for the investment in the subsidiary. As at 31 December 2014, the Company decreased the value of this provision by Baht 10.6 million, and recorded such amount in the other income of 2014.
2TQXKUKQP HQT NQPI VGTO GORNQ[GG DGPGĂŒVU 2TQXKUKQP HQT NQPI VGTO GORNQ[GG DGPGĂŒVU YJKEJ RTGUGPVU EQORGPUCVKQP RC[CDNG VQ GORNQ[GGU CHVGT VJG[ TGVKTG from the Company, was as follows:
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5VCVWVQT[ TGUGTXG Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside VQ C UVCVWVQT[ TGUGTXG CV NGCUV RGTEGPV QH KVU PGV RTQĂŒV CHVGT FGFWEVKPI CEEWOWNCVGF FGĂŒEKV DTQWIJV HQTYCTF KH CP[ WPVKN the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution. At present, the statutory reserve has fully been set aside.
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+PEQOG VCZ GZRGPUG Income tax expenses for the years ended 31 December 2014 and 2013 are made up as follows:
ANNUAL REPORT 2014 6JG TGEQPEKNKCVKQP DGVYGGP CEEQWPVKPI RTQÌV CPF KPEQOG VCZ GZRGPUG KU UJQYP DGNQY
The components of deferred tax assets and deferred tax liabilities are as follows:
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As at 31 December 2014 the Company and subsidiaries have deductible temporary differences and unused tax losses totaling Baht 314 million (2013: Baht 111 million) (The Company only: Baht 95 million, 2013: None). No deferred tax assets have been recognised on these amounts as the Company and subsidiaries believe that they might not be used to offset taxable income in the future.
$CUKE GCTPKPIU RGT UJCTG $CUKE GCTPKPIU RGT UJCTG KU ECNEWNCVGF D[ FKXKFKPI RTQÌV NQUU HQT VJG [GCT CVVTKDWVCDNG VQ GSWKV[ JQNFGTU QH VJG Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year.
5GIOGPV KPHQTOCVKQP Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decision about the allocation of resource to the segment CPF CUUGUU KVU RGTHQTOCPEG 6JG EJKGH QRGTCVKPI FGEKUKQP OCMGT JCU DGGP KFGPVKÌGF CU VJG %JKGH 'ZGEWVKXG QHÌEGT QH VJG group. For management purposes, the Company and its subsidiaries are organised into business units based on its products and services and have two reportable segments as follows: • The online game segment is a business segment which provides online game services through internet using servers of the group company. • The distribution UGIOGPV KU C DWUKPGUU YJKEJ FKUVTKDWVGU 2% QHÍKPG ICOGU CPF RTQXKFGU RC[OGPV EJCPPGN UGTXKEGU No operating segments have been aggregated to form the above reportable operating segments. The chief operating decision maker monitors the operating results of the business units separately for the purpose of making decisions about resource allocation and assessing performance. Segment performance is measured based on QRGTCVKPI RTQÌV QT NQUU CPF VQVCN CUUGVU CPF QP C DCUKU EQPUKUVGPV YKVJ VJCV WUGF VQ OGCUWTG QRGTCVKPI RTQÌV QT NQUU CPF VQVCN CUUGVU KP VJG ÌPCPEKCN UVCVGOGPVU The basis of accounting for any transactions between reportable segments is consistent with that for third party transactions.
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The following tables RTGUGPV TGXGPWG CPF RTQÌV KPHQTOCVKQP TGICTFKPI VJG %QORCP[ CPF KVU UWDUKFKCTKGU¿ QRGTCVKPI segments for the year ended 31 December 2014 and 2013.
The Company does not separately present total assets by segment, because the chief operating decision maker considers total assets by geographic segment. • )GQITCRJKE KPHQTOCVKQP Revenue from external customers is based on locations of the customers.
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• /CLQT EWUVQOGTU For the year 2014 and 2013, the Company and its subsidiaries have no major customers with revenue of 10 percent or more of an entity’s revenues.
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2TQXKFGPV HWPF The Company and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. Both employees and the Company contribute to the fund monthly at the rate of 3 percent of basic salary. The fund, which is managed by Tisco Asset Management Company Limited, will be paid to employees upon termination in accordance with the fund rules. During the year 2014, the Company contributed Baht 3 million (2013: Baht 4 million) to the fund. The oversea subsidiaries and their employees have jointly established provident funds. During the year 2014, the subsidiaries contributed Baht 13 million (2013: Baht 13 million) to the funds.
%QOOKVOGPVU CPF EQPVKPIGPV NKCDKNKVKGU .KEGPUG CITGGOGPVU The Company and its subsidiaries have entered into software license agreements, agreements licensing it to provide online game services and distribution rights agreements with several local and overseas companies. The Company and its subsidiaries are committed to pay initial license fees, minimum guarantee based on revenue and royalty fees based on revenue as stated in the agreements. As at 31 December 2014 and 2013, the Company and its subsidiaries are committed to pay initial license fees and minimum guarantee as follows:
1RGTCVKPI NGCUG EQOOKVOGPVU 6JG %QORCP[ CPF KVU UWDUKFKCTKGU GPVGTGF KPVQ QRGTCVKPI NGCUG CITGGOGPVU TGNCVGF VQ VJG TGPVCN QH QHĂŒEG space, warehousing and server storage space, and other agreements. The agreements have 1 - 5 years terms and are renewable. As at 31 December 2014 and 2013, future minimum lease payments required under these non-cancellable operating lease contracts are as follows:
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6CZ CUUGUUOGPV During 2010, the Company received a value-added tax (VAT) assessment notice from the Revenue Department related to the underpayment of VAT for the years 2005 - 2010. The assessed VAT shortfall, together with penalties and surcharges, amounted to approximately Baht 20 million. The Company lodged an appeal with the Revenue Department, and the Tax Appeal Committee of the Revenue Department ordered a 50% reduction of the penalties. As a result, the assessed VAT shortfall, together with penalties and surcharges, amounted to approximately Baht 14 million. However, the Company appealed to the Central Tax Court to consider revoking this tax assessment. 1P ,WN[ VJG %GPVTCN 6CZ %QWTV FKUOKUUGF VJG NCYUWKV DTQWIJV D[ VJG %QORCP[ 5WDUGSWGPVN[ QP December 2014 the Company appealed the case to the Supreme Court.
(KPCPEKCN KPUVTWOGPVU (KPCPEKCN TKUM OCPCIGOGPV 6JG %QORCP[ CPF KVU UWDUKFKCTKGUÂż ĂŒPCPEKCN KPUVTWOGPVU CU FGĂŒPGF WPFGT 6JCK #EEQWPVKPI 5VCPFCTF 0Q “Financial Instruments: Disclosure and Presentationsâ€?, principally comprise cash and cash equivalents, trade accounts receivable, investments, and short-term loans. 6JG ĂŒPCPEKCN TKUMU CUUQEKCVGF YKVJ VJGUG ĂŒPCPEKCN KPUVTWOGPVU and how they are managed is described below.
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• %TGFKV TKUM The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts and other receivable and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to KPEWT OCVGTKCN ĂŒPCPEKCN NQUUGU +P CFFKVKQP VJG %QORCP[ CPF KVU UWDUKFKCTKGU do not have high concentrations of credit risk since it has a large customer base. The maximum exposure to credit risk is NKOKVGF VQ VJG ECTT[KPI COQWPVU QH TGEGKXCDNGU NQCPU CPF QVJGT TGEGKXCDNGU CU UVCVGF KP VJG UVCVGOGPV QH ĂŒPCPEKCN RQUKVKQP • +PVGTGUV TCVG TKUM The Company and its subsidiaries exposure to interest rate risk relates primarily to its cash at banks, current KPXGUVOGPVU CPF UJQTV VGTO NQCPU /QUV QH ĂŒPCPEKCN CUUGVU CPF NKCDKNKVKGU QH VJG %QORCP[ CPF KVU UWDUKFKCTKGU DGCT Ă?QCVKPI KPVGTGUV TCVGU QT ĂŒZGF KPVGTGUV TCVGU YJKEJ CTG ENQUG VQ VJG OCTMGV TCVG VJG KPVGTGUV TCVG TKUM KU GZRGEVGF VQ DG OKPKOCN 5KIPKĂŒECPV ĂŒPCPEKCN CUUGVU CPF NKCDKNKVKGU ENCUUKĂŒGF D[ V[RG QH KPVGTGUV TCVG CTG UWOOCTKUGF KP VJG VCDNG DGNQY YKVJ VJQUG ĂŒPCPEKCN CUUGVU CPF NKCDKNKVKGU VJCV ECTT[ ĂŒZGF KPVGTGUV TCVGU HWTVJGT ENCUUKĂŒGF DCUGF QP VJG OCVWTKV[ FCVG QT VJG repricing date if this occurs before the maturity date.
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• (QTGKIP EWTTGPE[ TKUM The Company and its subsidiaries exposure to foreign currency risk arises mainly from prepaid license fee and accrued license fee that are denominated in foreign currencies. 6JG DCNCPEGU QH ÌPCPEKCN CUUGVU CPF NKCDKNKVKGU FGPQOKPCVGF in foreign currencies are summarised below.
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In addition, the Company and its subsidiaries are exposed to foreign exchange risk on their investments in QXGTUGCU UWDUKFKCTKGU 6JGUG KPXGUVOGPVU CTG EWTTGPVN[ PQV JGFIGF D[ FGTKXCVKXG ĂŒPCPEKCN KPUVTWOGPVU (CKT XCNWGU QH ĂŒPCPEKCN KPUVTWOGPVU 5KPEG VJG OCLQTKV[ QH VJG %QORCP[ÂżU ĂŒPCPEKCN KPUVTWOGPVU CTG UJQTV VGTO KP PCVWTG QT DGCT Ă?QCVKPI KPVGTGUV rates, their fair value is not expected to be materially different from the amounts presented in statements of ĂŒPCPEKCN RQUKVKQP A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the ĂŒPCPEKCN KPUVTWOGPVU QT D[ WUKPI CP CRRTQRTKCVG XCNWCVKQP VGEJPKSWG FGRGPFKPI QP VJG PCVWTG QH VJG KPUVTWOGPV
%CRKVCN OCPCIGOGPV The primary objective of the Company’s capital management is to ensure that it has appropriate capital structure in order to support its business and maximise shareholder value. As at 31 December 2014, the Group’s debt-to-equity ratio was 0.70:1 (2013: 0.43:1) and the Company’s was 0.35:1 (2013: 0.29:1).
'XGPVU CHVGT VJG TGRQTVKPI RGTKQF On 2 March 2015, a meeting of the Company’s Board of Directors passed a resolution for the Company to invest up to USD 750,000 in 11.09% interest of Pomelo Network Pte. Ltd. The Company’s management expects the investment will be completed in the second quarter of 2015.
#RRTQXCN QH KPVGTKO ĂŒPCPEKCN UVCVGOGPVU 2015
6JGUG KPVGTKO ĂŒPCPEKCN UVCVGOGPVU YGTG CWVJQTKUGF HQT KUUWG D[ VJG %QORCP[ÂżU $QCTF QH &KTGEVQTU QP /CTEJ
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NEXT STEP OF ASIASOFT Asiasoft is ready to take on online entertainment as part of our business portfolio, focusing on all aspects in the Mobile Market, such as Mobile Services, Mobile Applications and Mobile Platforms, to satisfy the demands of the digital era in the 21st century. We look towards building a Southeast Asia gaming market where everyone could stay updated to online entertainment of their choice, be connected to one another through mobile devices. Everyone in the organization and part of the Asiasoft family, truly believe that Asiasoft will begin its rise and comeback starting from the moment we kick start our business in the Mobile Market.
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