RS : Annual Report 2015 (EN) by Surachet Fungwatthananon

ANNUAL

REPORT

RS PUBLIC COMPANY LIMITED

MEDIA REVOLUTIONIST

CONTENT 1. Message from the Chairman and Chief Executive Officer

2. Board of Directors

3. Policy and Business Overview

4. Business Descriptions

5. Risk Factors

6. Property used in the business

7. Legal disputes

8. General information and other important information

9. Securities and Shareholder Information

10. Management Structure

11. Corporate Governance

12. Responsibilities toward society, environment, and related persons 77 13. Internal Control and Risk Management

14. Related Party Transactions

15. Financial Highlight

16. Management Discussion and Analysis

103

17. Financial Statement

114

Message from the Chairman and Chief Executive Officer

MEDIA REVOLUTIONIST

Message from the Chairman and Chief Executive Officer Dear Shareholders, The year 2015 was an important step for RS in changing its corporate structure into the media company, after fully transformed its digital tv business under the â&#x20AC;&#x153;Channel 8â&#x20AC;? brand using number 27 of the nationwide tv reception. This was the result of competing and receiving the general operating television license in the category of license for using the frequency and operating the television business from the National Broadcasting and Telecommunications Commission (NBTC) in late 2013. In the past year, free tv industry encountered a very intense competition from the digital tv business as each operator competed in capturing viewership which

an increase in economic growth comparing to previous year but overall picture was still stagnant. It was due to the fact that domestic economy from the previous year was heavily stumbled due to political turmoil. External factors also had some impact towards overall Thai economy that resulted in impact towards the advertising industry which rely its growth in conjunction with the country economic situation.

03 At any rate, the overall Thai economy in 2016 is expected to improve, based on economic stimulus measures such as the measure to help low income earners, the measure to support SMEs, the measures to stimulate the real estate sector, etc. Other initiatives include more clear and concrete plans for public investments in infrastructure, which will help build trust in private sector investments and among consumers. As for exports and tourism, such currency. All these factors contribute to the anticipation that the GDP in 2016 will grow, leading the way for growth in the advertising industry. As RS has experience for a long period of time and is ready in every operation whether in experienced situations, these enable “Channel 8” to continuously increasing its rating. From data of AGB Nielsen Media Research, the “Channel 8” has number 4 rating nationwide, which includes rating for both the analogue and digital channels while variety programs and the sports programs receive huge response from viewers. In 2015, the operating results showed a slightly decrease in revenue which was due to revenue from copyright management of the 2014 FIFA World Cup in the prior year. Excluding revenue from this event, revenue from the digital TV business recorded growth as each channel registered continuous good performance. Apart from “Channel 8” which showed number 4 rating in the country, the “Channel 2”, and “Sabaidee TV” also showed radio media business decreased slightly due to saturation in the industry but “Cool Fahrenheit 93” protected its from music distribution business decreased from last year from changes in consumers’ behavior. However, music business was considered an important business of the Company as it was the main source of contents and artists which can be extended to media business. Revenue from Event Business showed an increase from previous year due to increasing number of events. On the corporate social responsibility, RS committed to activities for society in conjunction with the entertainment business all along. In 2015, we have joined in with variety of social projects including some of our own activities. Some of the projects that could be mentioned

were “RS Birthday Charity”, the monthly activity that invited singers or actors who had birthday in that month to join in as the “Children Foundation”, “Social Service Center for the Elders”, “School for the Blind”, “Veterans General Hospital”, etc. Moreover, there were many activities such the occasion of the Disabled Day so that all income would be used to develop and support all disabled people throughout the country; campaign to raise awareness to defense in the World Aids Day; campaign on selling the to help the underserved patients and purchase medical equipment; activity on charity rally with income to build the hospital of the Thai Red Cross, etc. Good corporate governance is always a very important factor in operating the RS business as indicates in the Corporate Governance Report of Thai Listed Companies 2015 that the Company has been listed in the very best CG scoring. The Company has reviewed its good corporate governance policy on the yearly basis and always instructs its Directors, Executives and employees to follow the policy. Apart from the goal in achieving the business success, we are determined to build sustainable society and balance that covers the economy, society and our shareholders. On behalf of the Company’s Board of Directors, customers, government agencies, and sponsors who Most important of all are our employees and artists who dedicated their bodies and minds, and ready to change and encounter with every situations. All these have generated the corporate culture and important strong point for RS people in moving our organization forward towards

Mr. Surachai Chetchotisak Chairman and Chief Executive Officer

2 Board of Directors

1. Mr.Surachai Chetchotisak 2. Mrs. Pornpan Techarungchaikul 3. Mr. Darm Nana 4. Mr. Danaisidh Peslapunt 5. Mr. Soopachai Nillawan 6. Mr. Sorat Vanichvarakij 7. Mr. Phisit Dachanabhirom 8. General Pairoj Panichsamai 9. Associate Professor Witaya Danthamrongkul 10. Mrs.Wansuda Thanasaranart

Board of Directors Mr.Surachai Chetchotisak Age : 53 years Position : Chairman

Chairman of the Executive Committee Chief Executive Officer

38.06% Shareholding Education : Honorary Doctorate Degree of Marketing, Chandrakasem Rajabhat University Bachelor’s degree of Political Sciences, Ramkhamhaeng University

Thai Institute of Directors Training : Director Accreditation Program (DAP) Year 2003

Certificate Program in 2015 : Experience : • 2012 - Present • 2003 - Present • 1992 - Present • 2003 - 2012

Chairman RS Public Company Limited Chairman of the Executive Committee RS Public Company Limited Chief Executive Officer RS Public Company Limited Vice Chairman RS Public Company Limited

Directorships in other companies that are not owned by the RS Public Company Limited : • • • •

Annual Report 2015

Director of Chetchotisak Co.,Ltd. Director of Membership Co.,Ltd. Director of Tiger Fun Co.,Ltd. Director of Primo Posto Co.,Ltd.

Shareholding at the beginning of year 2015 (shares) : 388,900,000 Shares buying during year 2015 (shares) : 97,000,000 Shares selling during year 2015 (shares) : 101,500,000 Shareholding at the ending of year 2015 (shares) : 384,400,000 Shareholding at the ending of year 2015 (%) : 38.06

Mrs. Pornpan Techarungchaikul Age : 45 years Position :

Director, Member of the Executive Committee Chairman of the Corporate Governance Committee Chairman of the Risk Management Committee Chairman of the Human Development Committee Company Secretary, Chief Operating Officer

None of Shareholding Education : Master degree (MBA), Sasin Graduate Institute of Business Administration of Chulalongkorn University Bachelor degree of Statistics, Chulalongkorn University Executive Development Program 4 (EDP4) Year 2009, Thai Listed Companies Association

Thai Institute of Directors Training : Director Certification Program (DCP) Year 2007 Director Accreditation Program (DAP) Year 2004

Certificate Program in 2015: Experience: • • • • •

2011 – present 2010 – present 2008 – Present 2007 – Present 2004 – Present

Chairman of the Corporate Governance Committee RS Public Company Limited Chairman of the Risk Management Committee RS Public Company Limited Company Secretary RS Public Company Limited Chief Operating Officer RS Public Company Limited Director, Member of the Executive Committee Chairman of the Human Development Committee RS Public Company Limited

MEDIA REVOLUTIONIST

Mr. Darm Nana Age : 46 years Position :

Director, Member of the Executive Committee Member of the Corporate Governance Committee Member of the Risk Management Committee Chief Financial Officer

None of Shareholding Education : Master of Business Administration (MBA), University of Notre Dame, Indiana, U.S.A Bachelor degree of Arts in Economics (BA Econ), Thammasat University

Thai Institute of Directors Training : Director Certification Program (DCP) Year 2008 Director Accreditation Program (DAP) Year 2008

Certificate Program in 2015 : Experience :

• 2011 – present Member of the Corporate Governance Committee RS Public Company Limited • 2010 – present Member of the Risk Management Committee RS Public Company Limited • 2007 – Present Director, Member of the Executive Committee Chief Financial Officer RS Public Company Limited • 2002 – 2007 Senior Vice President Corporate Banking, HSBC Thailand

Directorships in other companies that are not owned by the RS Public Company Limited : -

Annual Report 2015

Shareholding at the beginning of year 2015 (shares) : Shares buying during year 2015 (shares) : Shares selling during year 2015 (shares) : Shareholding at the ending of year 2015 (shares) : Shareholding at the ending of year 2015 (%) :

Mr. Danaisidh Peslapunt Age : 60 years Position : Director

Chief Legal Officer

None of Shareholding Education : Thai Bar Degree, Institute of Legal Education Thai Bar Association Bachelor Degree of Law, Ramkhamhaeng University Certificate of International Trade Law, Institute of Legal Education Thai Bar Association Certificate of Tax Law, Institute of Legal Education Thai Bar Association

Thai Institute of Directors Training : Director Certification Program (DCP) Year 2008 Director Accreditation Program (DAP) Year 2008 Financial Statements for Directors (FSD) Year 2008

Certificate Program in 2015 : Experience : • • • •

2015 – present 2007 – present 2007 – 2015 2012 - 2014 • 1997 – 2007

Chief Legal Officer RS Public Company Limited Director RS Public Company Limited Executive Vice President – Central Legal Office RS Public Company Limited Member of the Nomination and Remuneration Committee RS Public Company Limited Law Consultant RS Public Company Limited

MEDIA REVOLUTIONIST

Mr. Soopachai Nillawan Age : 49 years Position : Director Managing Director - Music Business Executive Vice President 0.01% of Shareholding Education : Bachelor degree of Journalism and Communication, Thammasat University Executive Development Program 8 (EDP8) Year 2011, Thai Listed Companies Association Advanced Retail Management 8 (ARM8) Year 2011, Panyapiwat Institute of Manangement, CPALL Public Company Limited

Thai Institute of Directors Training : Certificate Program in 2015 :

Experience : • 2015 – Present • 2008 – Present • 2001 – 2007

Director Managing Director - Music Business RS Public Company Limited Executive Vice President RS Public Company Limited Managing Director RSiam Co., Ltd.

Directorships in other companies that are not owned by the RS Public Company Limited : Shareholding at the beginning of year 2015 (shares) : 76,500 Shares buying during year 2015 (shares) : Shares selling during year 2015 (shares) : Shareholding at the ending of year 2015 (shares) : 76,500 Shareholding at the ending of year 2015 (%) : 0.01 Annual Report 2015

Mr. Sorat Vanichvarakij Age : 42 years Position : Director 10.99% Shareholding Education : Master of Business Administration (MBA) Asian Institute of Technology (AIT) Bachelor degree of Marketing Business Administration Assumption University of Thailand (ABAC)

Thai Institute of Directors Training : Director Certification Program (DCP) Year 2013

Certificate Program in 2015 :

Experience : • 2012 – Present • 2003 – Present

Director RS Public Company Limited Chief Executive Officer Pan Asia Industrial Company Limited

Directorships in other companies that are not owned by the RS Public Company Limited : • Pan Asia Industrial Company Limited Shareholding at the beginning of year 2015 (shares) : Shares buying during year 2015 (shares) : Shares selling during year 2015 (shares) : Shareholding at the ending of year 2015 (shares) : Shareholding at the ending of year 2015 (%) :

113,052,900 7,947,100 10,000,000 111,000,000 10.99

MEDIA REVOLUTIONIST

Mr. Phisit Dachanabhirom Age : 74 years Position : Independent Director Chairman of the Audit Committee Chairman of the Nomination and Remuneration Committee

None of Shareholding Education : Bachelor Degree of Accounting, Thammasat University Bachelor Degree of Commerce, Thammasat University Certified Public Account No.966

Thai Institute of Directors Training : Director Certification Program (DCP) Year 2007 Audit Committee Program (ACP) Year 2005 Director Accreditation Program (DAP) Year 2004

Certificate Program in 2015 :

Experience: • 2007 – present Independent Director, Chairman of the Audit Committee, Directorships in other companies that are Chairman of the Nomination and Remuneration Committee not owned by the RS Public Company RS Public Company Limited Limited : – Present Director • Don Muang Tollway Public Company Limited • 2013 Don Muang Tollway Public Company Limited • Jaymart Public Company Limited • 2003 – Present Director and Audit Committee Chairman • Professional Alliance Group Limited Jaymart Public Company Limited • Polipharm Company Limited • 2001 - present Chairman of the Executive Committee Professional Alliance Group Limited • Phuket International Hospital Company Limited • 1992 - present Director Polipharm Company Limited Shareholding at the beginning of year 2015 (shares) : • 2002 - 2014 Member of the Executive Committee Phuket International Hospital Company Limited Shares buying during year 2015 (shares) : Shares selling during year 2015 (shares) : Shareholding at the ending of year 2015 (shares) : Shareholding at the ending of year 2015 (%) : -

Annual Report 2015

General Pairoj Panichsamai Age : 69 years Position : Independent Director, Member of the Audit Committee Member of the Nomination and Remuneration Committee

None of Shareholding Education : Master degree of Social Development, National Institute of Development Administration (NIDA) Royal Military Academy Sandhurst U.K. Bachelor of Law, School of law LL.B., Ramkhamhaeng University

Thai Institute of Directors Training : Director Certification Program (DCP) Year 2007 Audit Committee Program (ACP) Year 2007 Director Accreditation Program (DAP) Year 2007 Finance for Non-Finance Director (FN) Year 2007

Certificate Program in 2015 :

Experience : • 2007 – Present • 2014 – Present • 2006 • 2005 • 2000

Independent Director, Member of the Audit Committee and Member of the Nomination and Remuneration Committee RS Public Company Limited Member of the National Legislative Assembly of Thailand 2014 Deputy Supreme Commander Supreme Command Headquarters (Army) Chairman of the RTA Advisory Board Commanding General Army Weapons Production Control Center

MEDIA REVOLUTIONIST

Associate Professor Witaya Danthamrongkul Age : 53 years Position : Independent Director, Member of the Audit Committee Member of the Nomination and Remuneration Committee

None of Shareholding Education : Master of Business Administration (MBA.) Oregon State University, USA Bachelor degree of Economic (1st Honor) Thammasat University, Thailand

Thai Institute of Directors Training : Director Certification Program (DCP) Year 2007 Director Accreditation Program (DAP) Year 2007

Certificate Program in 2015 : Experience :

• 2007 – 12 January 2016 Independent Director, Member of the Audit Committee and Member of the Nomination and Remuneration Committee Directorships in other companies that are RS Public Company Limited* not owned by the RS Public Company • Present Associate Professor and Lecturer, Limited Department of Human Resource and • Independent Director and Audit Committee Organization Management, Member, Prinsiri Public Company Limited Faculty of Commerce and Accountancy Shareholding at the beginning of year 2015 Thammasat University (shares) : Deputy Director of Human Resources Institute, Shares buying during year 2015 (shares) : Thammasat University Shares selling during year 2015 (shares) : Shareholding at the ending of year 2015 (shares) : - • 2009 – present Independent Director and Audit Committee Member Shareholding at the ending of year 2015 (%) : Prinsiri Public Company Limited • 2006 – 2007 Director, Journal of Business Administration Faculty of Commerce and Accountancy *Remark: Associate Professor Witaya Danthamrongkul Thammasat University resigned from the position of Independent Director, • 2000 – 2001 Training Director Member of the Audit Committee, Member of the Nomination and Remuneration Committee Institute of Small and Medium on January 13, 2016 Enterprises Development (ISMED Annual Report 2015

Mrs.Wansuda Thanasaranart Age : 64 years Position : Independent Director Member of the Audit Committee Member of the Nomination and Remuneration Committee

0.01% of Shareholding Education : Master of Business Administration (MBA), Thammasat University Bachelor degree of Accounting, Chiangmai University

Thai Institute of Directors Training : Certificate Program in 2015 :

Experience : • 13 January 2016 – Present Independent Director, Member of the Audit Committee and Member of the Nomination and Remuneration Committee RS Public Company Limited* • 2010 – Present Senior Vice President – Chinese and Corporate customers Bangkok Bank Public Company Limited

Directorships in other companies that are not owned by the RS Public Company Limited : Shareholding at the beginning of year 2015 (shares) : Shares buying during year 2015 (shares) : 120,000 Shares selling during year 2015 (shares) : 30,000 Shareholding at the ending of year 2015 (shares) : 90,000 Shareholding at the ending of year 2015 (%) : 0.01 *Remark: Mrs.Wansuda Thanasaranart replaced Associate Professor Witaya Danthamrongkul in the position of Independent Director, Member of the Audit Committee and Member of the Nomination and Remuneration Committee on January 13, 2016

Policy and Business Overview

Policy and Business Overview RS was established in 1976, starting from the music business. Later, the company was converted into a public changed its name to “RS Public Company Limited “. As of December 31, 2015, the Company had paid-up capital amount of 1,009,937,646 ordinary shares at one Baht par value. However, the company has continued to expand the music business to fully media including radio, television, and event management. At the end of 2013, the company won the Digital TV TV platform. Switching to Digital TV broadcast since April 2014. The company has operated under the Vision and Mission as follows.

Vision

The revolutionist that creates entertainment products with social responsibility

Mission

To offer quality entertainment products that meet our customer’s needs through the force of excellent human resource that is poised to respond to any changes and always explore new opportunities by adhering to the principles of modern management and technology.

Business overview of the Company and its subsidiaries

Current business of RS contain 3 main business such as media business, music distribution and event management. which media business has the largest proportion. Media business consists of radio and television with Digital TV Channel 8 as a leader. Moreover the company also have 3 satellite TV channels such as Channel 2, Sabaidee TV and YOU Channel. Each channel of the company has been well received both in terms of audience and Media various subsidiaries. The details are as follows.

Subsidiaries of the company that owned 100 percent Contain • RS Television Co.,Ltd (99.99%) operates television production and event management • Starz (Thailand) Co.,Ltd (99.99%) operates television production and event management • Coolism Co.,Ltd (99.99%) operates radio business and event management • Thai Copyright Collection Co.,Ltd (99.99%) operates copyright collection. • Poema Co.,Ltd (99.99%) operates event management • Aladdin House Co.,Ltd (99.99%) operates event management • Blu Fairy Co.,Ltd (99.98%) operates event management • Verywell Co.,Ltd (99.98%) operates event management • • D Media and Production Co.,Ltd (99.99%) operates event management

MEDIA REVOLUTIONIST

Subsidiaries of the company that owned 83 percent Contain • RS International Broadcasting and Sports Management Co.,Ltd operates television production and sports management

RS Group Structure RS Public Company Limited

Media Business

Music Business

Radio

Event Management Business

RS PCL.

99.99% Thai Copyright Collection Co.,Ltd.

99.99% Starz (Thailand) Co.,Ltd.

Sport

RS PCL.

99.99% Starz (Thailand) Co.,Ltd.

99.99% Coolism Co.,Ltd

99.99% Starz (Thailand) Co.,Ltd.

99.99% Poema Co.,Ltd.

83.33% RS International Broadcasting and Sport Co.,Ltd.

99.98% Blue Fairy Co.,Ltd.

99.99% RS Television Co.,Ltd.

99.98% Verywell Co.,Ltd.

• • •

% show is shareholding percentage of RS Public Company Limited

99.99% Aladdin House Co.,Ltd.

Temporality suspended subsidiaries contain R.S.Sportmaster Co.,Ltd. Closed down and be in the stage of accounting clearing process contain RS Film & Distribution Co.,Ltd., 99.99% D Media & Production Co.,Ltd.

Notes to business Starz (Thailand) Company Limited operates business for RS Public Company Limited as follow; 1. Media Business • TV Media - Sun Channel and Pleon TV • Sport – Satellite TV receiver box named Sunbox 2. Event Management Business such as D2B Encore Concert 2015, Channel 8 Pob Peun, Pleon Krung Concert, etc.

Annual Report 2015

Business Descriptions

MEDIA REVOLUTIONIST

Business Descriptions At present, RS Group has 3 main core businesses which are the Music Distribution Business, Event Management Business and Media Business.

Revenue Structure Type of Revenue

2013 2014 2015 in total Amount share in total Amount share in total Amount share revenue revenue revenue (Million Baht) (Million Baht) (Million Baht) (%) (%) (%)

Media Business Music Distribution Business Event Management Business Revenue from Other Business Total Revenues

1,986.3 777.2 692.6 5.5 3,461.5

57% 22% 20% 1% 100%

3,356.8 457.8 458.5 33.3 4,306.5

78% 11% 10% 1% 100%

2,246.1 375.0 796.0 311.6 3,728.7

60% 10% 21% 9% 100%

Media Business RS media business consists of 2 major media i.e. TV, and Radio

TV Media Business RS Public Company Limited operates Channel 8 Digital TV and 3 satellite television channels i.e. Channel 2, Sabaidee TV and YOU Channel, which have different concepts and target groups as follow:

Channel 8 Channel 8 is operated under the concept of “Your Friend Everywhere, TV for Everyone” by producing and creating all forms of entertainment varieties. The laid out concept is free television channels which consists of variety of programs with its strength during the super

Tae Jai Ja Kwai Kwar”, “Mong Kud Ritsaya” and “Suparbburut Satan”. Moreover, there are many programs in various varieties such as the sport program

New dramas and these programs have generated interesting trends among audiences as the number 4 nationwide free tv channel from AGB Nielsen Media Research. Annual Report 2015

21 Media Research The satellite television Channel 2 under the concept “Channel2 Full entertainment” presenting in-depth, in-time, and intense news, in order the strengthen the channel. current news, and in-depth analysis. Entertainment news will be aired four times a day – Channel 2 Entertainment Morning/Noon/Afternoon/Night, providing the latest updates in the entertainment industry. Saucy variety shows are another highlight of the channel, up with its “Full Entertainment” concept, Channel 2 is also introducing successful RS media that cover targeted audience group and including supports from all allies who give good response.

Sabaidee TV Sabaidee TV channel focuses on the target group with appreciation of Thai songs not only limited to country music but also included songs for life, hit songs in “various Thai style music, happy watching for the whole family”. The strengths of Sabaidee TV channel of which its contents are produced and managed under R Siam record label is capitalized on to present a wide variety of programs, both in depth and in width, by drawing and utilizing the full potential of artists in our care TV a channel of pleasure people can watch all day where people can communicate all the time via SMS which will be shown on TV screen.

YOU Channel YOU Channel is the channel with concept of “Channel of Thai music for all Thai” serving all gender and age group of audiences and listeners who love listening to music. Presentation is in the forms of music video or concert of various artists, entertainment in various forms, generating popularity trend and be a channel to promote artists from RS group.

Marketing and Competition In 2015, the television media industry had a very important change. The National Broadcasting and Telecommunications Commission or NBTC announced the 24 licenses auction of the digital television. This created many new competitors and more intense competition than before to attract audiences and advertising budget. Channel 8 was considered a new player in the digital television but had experiences in the television media for a long time as it had been in the satellite television for over 5 years. Thus, the Company was able to produce quality programs to satisfy audiences. Even though the birth of digital television in Thailand attracts interest in many business sectors whether from the audiences or advertising clients who invest their advertising budget into the digital television industry, at present, the main audiences, approximately 70% still watch their television channels through satellite television. Hence, the Company has realized the opportunity and importance of satellite television business. So Channel 2 and Sabaidee TV become the leader in the satellite television business of Thailand.

MEDIA REVOLUTIONIST

Marketing

1. Product Branding and Program Positioning

2. Capitalization on the competitive strength of RS Group as a major element of production to obtain a top-quality program In addition to clearly determine target viewers, the Company capitalizes on the competitive strength of our organization, programs, using talented artists/performers/singers/teen emcees in our care, our music and other contents as a major 3. Formulation of sale patterns to create maximum value for customers The design of sale patterns of advertising media to respond to the needs of and create maximum value for customers

consumers, presented in a way that blends into with the program content and is able to communicate the properties 4. Creation of overall quality to gain customer recognition not only limited to production quality for customer satisfaction but also included before and after sale services such as the response to customer needs in a prompt and proper manner, listening to their problems and coming up with solutions for them. 5. Program development to meet the tastes of target viewers An analysis of target viewer requirements is conducted on a regular basis from which the results are used to develop production style and technique in line with the requirements of target viewers and customers to steadily boost program ratings and sales. 6. Administrative and cost management

Procurement of Products and Services

capabilities, experiences, and acceptable to the targeted audience group are selected. The up-front personnel are based is partly under internal employees and partly under hiring from external production company.

Annual Report 2015

23 Radio Business RS operates the F.M. 93.0 MHz. frequency under the brand name “Cool Fahrenheit 93” with the following details: Radio Station Concessioner On Air Date and Time Signal Coverage Program Concept Target Audience

COOL Fahrenheit 93 Navy Radio Station 24 hours 50 Minutes Music Freeze Your Mind

Radio Station: COOL Fahrenheit 93 (F.M. 93.0 MHz) COOL Fahrenheit 93 proceeds as per the Company’s policy in conducting the fully commercialized business of radio operation. Emphasize is still on maintaining its original popularity, and increasing its audience base. At present, it still maintains clear audience base, and popularity, and manages to receive the most popularity vote in each of the audience from the Company’s clients of advertising agencies, and products; owners.

Radio Station Theme Radio Station: COOL Fahrenheit 93 hosted by accepted professional PJs, that allows the audience to listen to voted songs for 50 minutes continuously with the concept “50 minutes music freeze your mind”. Activities that respond to the audience’s lifestyles and challenge

For these reasons, Cool Fahrenheit 93 has proved to be a popular radio station according to the AGB Nielsen Media Research popularity poll, more than 10 years frequencies from 2002 to present (data as of December 2015). It has

Marketing and Competition At present, even though behavior of the listening group through radio seems to be lesser, but listeners’ volume through websites and smartphone is increasing. The number of listeners using websites and applications through COOL Fahrenheit 93 increases gradually which includes communication channels of the “follow up” and “view” channel through social media have increased gradually.

selling strategy of each company to show how the customers’ budget is well spent or not.

MEDIA REVOLUTIONIST

Marketing Strategies

1. Value for Money strategy:

worth the investment 2. Sales promotion strategy: Due to intense competition of the radio industry that need to differentiate the existing programs in order to add value to radio frequency, customers, and product that participates in the sales promotion, hence, selling advertising airtime is not enough to satisfy customer requirement and towards brand building, and the radio frequency. Then, the Company has improved its operating strategy by prioritizing towards the sales promotion activity into the synergy strategy by combining allies from many businesses into media partner for activity or concert that has the same customers’ target group. This also includes adding value to products by having coordinated sales promotion together between the program and listeners. For all sales promotion strategies, the Company will emphasize quality activity that gives substance and entertainment The Company will result in generating revenue for customer from the sales promotion activity. Moreover, the Company can use capability of its advertising and public relation channel to inform public about relation news, and advertising in other media such as television, magazine, outdoor media, moving media, etc. 3. Advertising Plan Servicing Strategy: target group is to be selected. The Company’s advertising plan has been created by using specially designed events in order to serve customers’ requirement and limitation on certain type of products. The synergy policy with allied trade partners is considered in the advertising plan with all supporting products to create motivation and good value for money by using the Company’s media.

Procurement of Product or Service

1. DJ and Production and Creative Personnel

factor contributing to the reputation of the radio station as they are responsible people who have a good understanding of in order to be able to handle state-of-the-art equipment and software. They host their programs in a style that meets 2. Broadcasting System The Company uses a computer system for automatic broadcasting control which is the technology of international broadcasting quality.

Annual Report 2015

25 Music Distribution RS music distribution business operates in the comprehensive nature in all processes, starting from artist selection, content in the form of artist, music format in the form digital content and distribution of musical disc. Details on the operating procedures are listed below: 1. RS Group employs a fully integrated business model managing all types of related business. As a company associated

the teams in each music label. The public relations plan and promotion Products and Services Descriptions strategy will also be created by those teams to be combined with the plans of Media Management Division and Distribution 2. It is RS Group’s policy to generate products in an appropriate quantity and of good quality. As a result, each album’s investment yields a satisfactory outcome. 3. 4.

Set up the management and follow up system for closely monitor the distribution channels.

5. 6. The policy in opening opportunities to new group of artists, song writers, and new creative channel of songs in order to develop and improve the quality of RS Group’s songs to be updated and covering the target groups at all time. Music Distribution acquires most of its revenue from the following 3 sources: 1.

of full song through various channels such as iTunes, the www.rsonlinemusic.com website, or Wireless Application Protocol, and music listening in the form of on line streaming through “Deezer” system and YouTube. In year 2015, RS and Line start the new music listening platform called “Line Music” which has good response from music listeners. 2. Income from the sale of music products in forms of CD, MP3 in the forms of new and old hit singles in various formats, including VCDs and DVDs recording the concerts of Thai modern or country music artists through their new single albums, and/or their hits collection versions and so on. 3. which collects all commercially viable copyright fees.

Affiliated Artist/Singer RS Group has both String Music singers and Country Music singers. Each music style has both solo singers and groups whom have different styles. RS artists and singers include: Klerm, Karamail, etc. Country Music singer such as Baitoey R-siam, Ja R-siam, Kung Suthiraj, Kratae R-Siam, Jintara Poonlarp and BowVee, Beatle, Samosorn Chimi Group, etc.

MEDIA REVOLUTIONIST

Marketing and Competition At present, consumersâ&#x20AC;&#x2122; music listening behavior have changed from the past as the important variable comes from internet, and widely spreading usage of the smartphone. Then, consumers turn to listening more to the on-line music through various websites and the smartphone, and resulting in decreasing sales of the musical disc. The Company realizes more on the importance of distribution channel as variety of distribution channel is needed to penetrate thoroughly to consumers without the need for musical disc as before. Moreover, the widely spreading problem on the copyrights infringement through the on-line or digital system due to advance in technology, enables consumers to easily and rapidly reach the illegal downloading websites. Music distribution business worldwide encounters yearly decreasing trend especially revenue on sales of the musical discs. Retail or small Nevertheless, the Company has overhauled its music distribution business by grouping the string and country music together and manages under the same management. Raw materials are shared in order to reduce some expenses, consumersâ&#x20AC;&#x2122; behavior.

Event Management Event Management income derives from 2 parts i.e. 1. the organization of concerts and events for public and private sectors and 2. artist management.

The organization of concerts and events for public and private sectors Shows and events are another business that is rapidly growing in Thailand because products, services and advertising agencies has turned to allocate more budget for below-the-line activities over the past years as a result of a rising cost of airtime for TV commercials compounded by a larger number of competitors selling products in the same category. products and services, that have turned to invest in non-media or below-the-line activities in forms of shows and events, and a series of plans for the organization of entertainment activities that can obtain long-term positive effects on business will be presented. The business of organizing concerts and events in Thailand can be divided into three main groups as follows: 1. Presentation and event organizers providing services on the organization of general events to promote products and services for customers. 2. concerts with their own investments and/or in cooperation with other local companies. 3. International event promoters providing services on the organization of shows and concerts as well as on the formulation

Annual Report 2015

27 The competition for the organization of concerts and events in Thailand is rather high because there is a large number of enterprises at all scales, whether small, medium or large. However, on the plus side, this business has a high Being a large-scale entertainment company gives RS an advantage over others in the organization of concerts such as TV, radio and other media channel. These qualities can give assurance that concerts and events organized by

Artist Management

RSâ&#x20AC;&#x2122;s long-time engagement in the business of integrated entertainment results in loads of artists and actors/ actresses under the care of the Company. These personnel are valuable assets who create value for the Company and be after their albums are released and promoted. Artist management is an arrangement of all affairs to add value to artists, create jobs to boost income for artists in appearance in public events for singing, fashion show performance, interview, sports playing, and so on, stage show customer requirements, and presentation show.

Marketing and Competition The Company employs both mass customization strategies and Customization Strategy as a major policy (depending on each category of product or service) by emphasizing the importance of direct customers as the main focus but never

Risk Factors

Risk Factors toward its business operations as follows:

Risks from announcements on regulations from the Office of the National Broadcasting and Telecommunications Commission (NBTC) The Company operates television business in the digital terrestrial television and the satellite television business. can reach and receive information thoroughly more than any other mass media channels, hence, business operations of Commission (NBTC) is the Government agency that supervises television business operators in Thailand with its main duty in supervising, and issuing various regulations in order to control free and fair competition among television business operators such as supervision on the content to have suitable quality with the target group, suitability rating on contents for children problem concerning business operators, hence, announcements from the NBTC still exist together with all the television business operators. Hence, all the announcements that will be issued to control the television business operations, will not be stable, and will require a period of time to realize any impact on business operations of the Company, and eventually

Risks from intense competition in the television media business Since the beginning of digital television broadcasting in the middle of 2014, the television industry has encountered

main important magnetism to attract audiences, especially during prime time that will have the most intense competition.

However, due to the facts that the Company has experiences in the producing of television programs business and in management of its own channel for a long time, having clear target audience group, strong contents with patterns

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Risks from concessions renewal Concession for Satellite Television Business on the regulations and methods in giving permission for radio and television broadcasting in order to organize the satellite television, and cable television operators into its regulatory mechanisms. The NBTC will issue licenses to operators periodically in which the initial permits will have 1 year duration, and after that consideration will be made to issue licenses advertising that contravene with the law, or any actions that contrary or inconsistent with the regulations on consumers’ protection, including other new regulations that NBTC will introduce in future, as the basis to consider the issuing of the renewal licenses to each operator. The periodic issuing of licenses with a rather short operating time may limit business operations, manufacturing plans, and revenue generating of the Company, however, the Company realizes the importance television will be granted.

Concession for Radio Business Normally, the leasing period for the radio station’s broadcasting is about 2 years, if the leasing time has not been changes in the contract conditions which may result in the inferior condition from original contract. Moreover, searching for the new radio broadcast’s airing time as replacement may result in losing business continuity, and in building similar popularity rating as the previous program, or may cause higher cost as well. However, the Company truly believes that due to its continuously producing good quality performances and receiving high popularity with constant listeners’ base group, including as an important business operator who abides with standard payment and strictly conforms to payment conditions on airing time as well as on building good relationship with the concession provider, the Company will receive some trust investment on concession renewal may not be considered. In 2015, the company approved to renew the concession for 2 years and it will end in 2017.

Risks from copyright violation During the past few years, the music industry received much impact from many types of copyright violation whether in the forms of pirated physical discs (CD,VCD,DVD,MP3), downloading music from unauthorized websites, using music activities and concerts including the using of contents for commercial purposes or for personal entertainment through online However, the Company realizes the importance of this problem and steps have been enforced to correct it by

Annual Report 2015

31 that is especially responsible in protection and suppression of copyright violation, which receives cooperation and support from Government agencies in law enforcement against operators who are guilty in copyright violation. From the above

Risks from occasional huge marketing events The Company has continuous plan to expand its business, and some acquired project may require a rather high derive from many factors such as from rapid change in technology, changes in consumersâ&#x20AC;&#x2122; behavior, various changing usefulness, and cost effectiveness prior to investment. Study on the project feasibility has to be conducted prior to signing conciseness of the project. Moreover, advanced planning and early preparation have to be conducted by the arranging of pre-sale from supporting sponsors when the project is still in its production process. Additionally, large project has to be

Property used in the business

Property used in the business Property used in the business operations of the Company and subsidiaries company (Group RS) detailed as follows.

Land

The Company and its subsidiaries have leased land from individuals outside the group, as detailed below. Address

Renter

RS Public Company Limited 431/2-5 Soi Ladphrao 15, Chompon,

Contract term

Rental fee/month (Million Baht)

3 years (Aug 2014 â&#x20AC;&#x201C; July 2017)

0.41

Equipments Equipments used in the business of RS group. The details are as follows Equipment and machinery

Ownership

Book Value Year 2015 (million Baht)

Obligation

1. RS Public Company Limited

Studio recording and Broadcast equipment.

Owner

54.85

Nil

2. COOLISM Co.,Ltd.

Recording Equipment

Owner

3.08

Nil

Company

Warehouse Warehouse of the Company and its subsidiaries are as follows. Address

Rental fee and Central Service fee / month (Million Baht)

Renter

Contract term

1. 9/102 Phaholyothin Road, Klongluang, Pathumthani

RS Public Company Limited

1 Year (agreement expire on Jan 2016)

0.20

2. Building B, Building 2BB 9/46 Phaholyothin Road, Klongluang, Pathumthani

Starz Co.,Ltd. (Thailand)

6 months *

0.10

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Concession and Radio leases The Company and its subsidiaries lease radio stations from government agencies and third parties. As follows: Station

Station Owner

Contract term

1. F.M. 93.0 MHz *

Navy Radio Station

1 Jan 2014 – 31 Dec 2015

2. F.M. 88.5 MHz

Navy Radio Station

1 Jan 2014 – 31 Dec 2015

Broadcast transmission service agreement The Company has entered into a Broadcast transmission service agreement. And other services are as follows: Service Providers

Contract term

1. Thai Public Broadcasting Service

agreement expire on 16 Jun 2028

2. Thaicom Public Company Limited

1 Aug 2013 – 1 Jul 2023

3. TC Broadcasting Company Limited

25 Apr 2014 – 24 Apr 2017

4. Symphony Communication Public Company Limited

1 Apr 2015 – 31 Mar 2016 15 Jun 2015 – 31 Jul 2016

Digital TV License type. The details are as follows: Service Providers

Contract term

The National Broadcasting and Telecommunications Commission (NBTC)

25 Apr 2014 - 24 Apr 2029

Annual Report 2015

Legal disputes

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posed negative effects on the Groupâ&#x20AC;&#x2122;s assets of which its overall value, as at 31 December 2015, was higher than 5% of shareholdersâ&#x20AC;&#x2122; equity. The Company and the subsidiaries had no legal dispute arisen from an out-of-the-ordinary course of business of the Group either.

Annual Report 2015

General information and other important information

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General information and other important information General information Name Type of business

RS Public Company Limited

Current business of RS contains 3 main business. Such as Media Business including Television and Radio. Music Distribution and Event Management

0107546000016

http://www.rs.co.th

Telephone Fax Registared Capital

+66 (0) 2511 0555

+66 (0) 2511 2324

Baht 1,013,591,880 including 1,013,591,880 ordinary shares at one Baht par value

Paid-up Capital

Baht 1,009,937,646 including 1,009,937,646 ordinary shares at one Baht par value

Address Registration No. Website

Share register

Thailand Securities Depository Co., Ltd. Telephone : +66 (0) 2009 9000 Fax : +66 (0) 2009 9991 Website : http://www.set.or.th/tsd

Auditor

PricewaterhouseCoopers ABAS 15th Telephone : +66 (0) 2344 1000 Fax : +66(0) 2286 5050 Website : http://www.pwc.com/th

Legal Telephone : +66(0) 2511 0555 Fax : +66 (0) 2938 5622 Annual Report 2015

39 General Informations of the subsidiary that the company holds more than 10 percent. Company Name

Location

1. R.S. Television Co., Ltd 431/4 Soi Ladphrao 15, Ladphrao Road,

Registered Capital (Baht)

Paid-up Capital (Baht)

Type of Business

Type of Share

Television Business

Ordinary 200,000,000 200,000,000 shares

99.99

Television Ordinary 200,000,000 200,000,000 Business shares / Event Management / Beauty products

99.99

Radio Media Business

Ordinary 25,000,000 25,000,000 shares

99.99

Television Business / Event

Ordinary shares

99.97

Hold (%)

Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

2. Starz (Thailand) Co., Ltd 419/3 Soi Ladphrao 15, (Formerly : K.master Ladphrao Road, Co.,Ltd) Tel. +66 (0) 2902 1933 , +66 (0) 2511 0555 Fax. +66 (0) 2938 5621

3. Coolism Co., Ltd

419/2 Soi Ladphrao 15, Ladphrao Road, Tel. +66 (0) 2511 0555 Fax. +66 (0) 2938 5694

431/3 Soi Ladphrao 15, Ladphrao Road,

Management

Tel. +66 (0) 2938 5630 - 2 Fax. +66 (0) 2511 2324

2,500,000 2,500,000

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Company Name 5. Thai Copyright Collection Co., Ltd

Location

Type of Business

Type of Share

203/34-36 Soi Ladphrao 15, Music Ordinary Ladphrao Road, Distribution shares

Registered Capital (Baht)

Paid-up Capital (Baht)

Hold (%)

5,000,000 5,000,000

99.99

Event 203/34-36 Soi Ladphrao 15, Ordinary 80,000,000 80,000,000 Management shares Ladphrao Road,

99.99

Tel. +66 (0) 2938 8000 Fax. +66 (0) 2938 5583

6. Poema Co., Ltd

Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

7. Blu Fairy Co., Ltd

419/3 Soi Ladphrao 15, Ladphrao Road,

Event Management

Ordinary shares

5,000,000 5,000,000

99.98

Event Management

Ordinary shares

4,000,000 4,000,000

99.98

Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

8. Verywell Co., Ltd

431/3 Soi Ladphrao 15, Ladphrao Road, Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

Annual Report 2015

41 Company Name 9. Aladdin House Co., Ltd

Location 431/2 Soi Ladphrao 15, Ladphrao Road,

Registered Capital (Baht)

Paid-up Capital (Baht)

Type of Business

Type of Share

Event Management

Ordinary shares

5,000,000 5,000,000

99.99

Event Management

Ordinary 37,000,000 37,000,000 shares

99.99

Sport

Ordinary 37,500,000 37,500,000 shares

83.33

Sport

Ordinary 15,000,000 15,000,000 shares

99.99

Hold (%)

Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

10. D Media & Production Co., Ltd

419/1 Soi Ladphrao 15, Ladphrao Road, Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

11. RS International Broadcasting and Sports Management Co., Ltd

419/3 Soi Ladphrao 15, Ladphrao Road,

12. S-One Sports Co., Ltd

1706 Bangna - trad road,

Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

Tel. +66 (0) 2511 0555

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Company Name 13. RS In-store Media Co., Ltd

Location 419/2 Soi Ladphrao 15, Ladphrao Road, Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

14. R Siam Co., Ltd

419/2 Soi Ladphrao 15, Ladphrao Road,

Registered Capital (Baht)

Paid-up Capital (Baht)

Type of Business

Type of Share

Modern Trade Media Business

Ordinary 30,000,000 30,000,000 shares

Hold (%) 65.00

Music Ordinary Distribution shares

1,000,000 1,000,000

99.93

Event Ordinary 203/34-36 Soi Ladphrao 15, Management shares Ladphrao Road,

5,000,000 5,000,000

99.99

4,000,000 4,000,000

99.98

Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

15. RS Film & Distribution Co., Ltd

Tel. +66 (0) 2511 0555

16. Avant Co., Ltd

431/1 Soi Ladphrao 15, Ladphrao Road, Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

Annual Report 2015

Event Management

Ordinary shares

43 Company Name 17. R.S. Sportmaster Co., Ltd

Location 419/2 Soi Ladphrao 15, Ladphrao Road,

Registered Capital (Baht)

Paid-up Capital (Baht)

Type of Business

Type of Share

Event Management

Ordinary shares

4,500,000 4,500,000

75.98

Event Management

Ordinary shares

3,000,000 3,000,000

99.98

Hold (%)

Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

Co., Ltd

419/2 Soi Ladphrao 15, Ladphrao Road, Tel. +66 (0) 2511 0555 Fax. +66 (0) 2511 2324

Others Information - Nil -

Securities and Shareholder Information

Securities and Shareholder Information Registered Capital and Paid-up Capital As of December 31, 2015, the Company has the registered capital of Baht 1,013,591,880 including 1,013,591,880 ordinary shares at one Baht par value. The Company has the paid-up capital of Baht 1,009,937,646 including 1,009,937,646 ordinary shares at one Baht par value.

Shareholders No. 1 2 3 4 5 6 7 8 9 10 Remark

List 0f Shareholders

Thai NVDR Company Limited Mr. Santi Kovitchindachai SIX SIS LTD Mr. Chanyuth Laoraddecha SCB Open-end Long Term Fund Plus K Flexible Equity Fund

Shares 398,467,900 121,000,000 74,188,834 21,367,100 18,468,240 18,468,240 12,846,800 11,473,000 11,400,000 9,721,100

Percentage 39.45 11.98 7.35 2.12 1.83 1.83 1.27 1.14 1.13 0.96

1. 2. 3. 4. 1. 2.

the management policy and operation procedure of the company with ulterior motives (Shareholding groups or shareholders who owned over 10% and holding position as the companyâ&#x20AC;&#x2122;s director or sending representative as the companyâ&#x20AC;&#x2122;s director).

Dividend payment policy reserve. However, the Board of Directors may consider and decide not to follow this policy, or adjust it in order to maximize

Management Structure

Management Structure Nomination and Remuneration Committee

Board of Directors Audit Committee

Risk Management Committee Executive Board Corporate Governance Committee Human Development Committee

CEO

Human Resource and Administration

Finance & Accounting

Corporate Communication

Information Technology

Corporate Client Management

Broadcast Business

Event Management

Internal Audit

Television

Radio

Music Distribution

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RS Group Structure Board of Directors

Media Business

Radio

Music Business

Event Management Business

Sport

RS PCL

99.99% Starz (Thailand) Co.,Ltd

99.99% Coolism Co.,Ltd

99.99% Starz (Thailand) Co.,Ltd

99.99% Thai Copyright Collection

99.99% Starz (Thailand) Co.,Ltd

99.99% R.S. Television Co.,Ltd

83.33% RS International Broadcasting and Sport Co.,Ltd

99.99% Poema Co.,Ltd

99.98% Blue Fairy Co.,Ltd

99.98% Very Well Co.,Ltd 99.99% Aladdin House Co.,Ltd

• % show is shareholding percentage of RS Public Company Limited • Temporality suspended subsidiaries contain R.S.Sportmaster Co.,Ltd. • Closed down and be in the stage of accounting clearing process contain RS Film & Distribution

Annual Report 2015

99.99% D Media & Production Co.,Ltd

49 Management structure of the company consists of 7 set of committees and subcommittees including: Board of Good Corporate Governance Committee and Human Development Committee. Details are as follows:

Board of Directors Chairman Good Corporate Governance Committee Chairman, Human Development Committee Chairman and Company Secretary 3. Mr. Darm Nana 4. Mr. Danaisidh Peslapunt 5. Mr. Soopachai Nillawan 7. Mr. Phisit Dachanabhirom 8. General Pairoj Panichsamai 9. Associate Professor Witaya

Good Corporate Governance Committee Director Director Director Independent Director, Audit Committee Chairman Nomination and Remuneration Committee Chairman Independent Director and Audit Committee, Nomination and Remuneration Committee Independent Director and Audit Committee, Nomination and Remuneration Committee

1. 2.

Thanasaranart will be replaced with the approval of the Board of Directors Meeting No. 5/2015 held on November16, 2015.

Definition of Independent Directors Independent Directors or authorized signatory director, and be independent from major shareholders, Executives and related parties. In addition,

1. Hold shares not exceeding 0.5% of the total number of shares entitled to voting rights in the Company, the parent of interest, which shall be inclusive of the shares held his/her related parties*. 2. He/she has been neither Executive directors** nor been an employee/staff member/advisor getting salary paid, both in present time and two years before the appointment, of/by the Company, the subsidiary companies,

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3. No relationship by blood or legal registration as parent, spouse, sibling, son/daughter and/or son/daughter in-law an executive or a person in charge of the operations of the Company or the subsidiary companies. 4. Business relations can be divided as follows: a. Relationship types • Relationship between professional service providers and users

•

advisors, property appraisers, etc.

• o Auditors: be prohibited in all cases o Other professional service providers: Transaction value exceeds Baht 2 million a year.

•

regarding related party transactions: • Features: Business transactions in all types including normal transactions, real property leases/

• a value in each time of transaction, the total value of previous transactions over the past 6 months shall be inclusive. b. The same relationship as Type (a) with corporations that are categorized non-independence such as major shareholders, directors (except independent/audit directors) and executives or partners of those corporations. c. Prohibited period for no relationship in both types (a) and (b): In present time and two years before the appointment. d. Exemptions: In a necessary and reasonable case which does not happen frequently or constantly, obtained. Furthermore, the board of the Company must provide the disclosure of information regarding form), an annual information disclosure (Form 56-1) and an annual report (Form 56-2). If that independent/ audit director is nominated for another term, the board of the Company shall provide a description of the said relationship in the notice of the shareholders’ meeting on an agendum for the election of director. 5. Be not appointed as a representative of any board members or major shareholders of the company, as well as being not appointed as a representative of other shareholders who bear relationship with major shareholders of the Company. 6. 7.

Annual Report 2015

51 Form 56-1 and Form 56-2 respectively. Notes * Related parties mean persons under Section 258 of Securities and Exchange Act. transaction already been approved by the Board to sign a binding document jointly with other director(s).

Directors with Authority to Sign for the Company

Roles of Board of Directors The Extraordinary General Meeting of Shareholders No. 1/2003 held on January 13, 2003 had the resolution to determine the scope of Board of Directors’ authority in that Board of Directors is authorized to commit any acts necessary for or related to the normal business operation of the company. The Board of Directors is in charged with overseeing the company’s operations to be in compliance with the country’s laws and regulations as well as the policies and resolutions or several actions under the control of the Board of Directors except for the actions stated below. Those actions can be performed after receiving the approval from the shareholders’ meeting. In cases where the committee or any person has (A) Any case that the laws mention must be in compliance with the resolution of the shareholders’ meeting. of Thailand are mentioned must be approved by the shareholders’ meeting. The following cases must be approved by the Board of Directors’ meeting and the shareholders’ meeting with a voting score of three-fourths of the number of shareholders attending the meeting and voting: (A) Trading or transferring the company’s businesses or an important part of the business. (B) Acquiring or receiving transferred business from other companies or private entities. section of it. Appointing any person to run the company’s business or form a merger with any person for (D) Amending the Articles of Association or Memorandum of Association. (E) Increasing or reducing capital, issuing debentures, forming mergers or closing the company.

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the approval of the shareholders’ meeting, such as the acquisition or disposal of assets of the listed company or any related items. Responsibilities and the scope of Board of Directors’ authority of the RS Public Company Limited comprise of the following topics: 1. Consider and approve vision and mission of the Company’s group of companies 2. Ensure that implementation of all operations are in accordance with good corporate governance and code of conduct manual of the Company’s group of companies. 3. Approve, and/or agree with the policy, plan and annual budget, and supervise that the management proceeds 4.

authorized power of the Company.

The Company’s Board of Directors is responsible for consideration the list of new Directors who have been screened and presented by the Nomination and Remuneration Committee. The listed Directors must be ready to dedicate

In addition, the Board of Directors conduct the annual assessment of their performance in line with the

Roles of Chairman Served as president in Board of Directors Meeting and Casting vote in case of Equal votes in the meeting. Including

Board of Directors Meeting Attendance for year 2015 Name

3. Mr. Darm Nana 4. Mr. Danaisidh Peslapunt 5. Mr. Soopachai Nillawan 7. Mr. Phisit Dachanabhirom 8. General Pairoj Panichsamai

Annual Report 2015

Title Chairman Director Director Director Director Director Independent Director Independent Director Independent Director

No. of Attendance 5/6 6/6 6/6 6/6 1/6 6/6 6/6 6/6 5/6

53 1. 2.

Mrs.Wansuda Thanasaranart will be replaced with the approval of the Board of Directors Meeting No. 5/2015 held on November16, 2015. 3. 4.

Audit Committee As at December 31, 2015. The members of the Audit Committee are : 1. Mr. Phisit Dachanabhirom1 2. General Pairoj Panichsamai 2

Chairman Director Director

1. 2.

Thanasaranart will be replaced with the approval of the Board of Directors Meeting No. 5/2015 held on November16, 2015.

Responsibilities of Audit Committee 1.

corporate governance issues.

2. Consider and recommend the appointment and withdrawn of the auditor and the proposed audit fee including the following issues : • To ensure the independence of the external auditor, the Audit Committee shall consider any factors that

•

once a year, without the management team being present.

3. Consider the policy and code of conduct of the internal audit department as to ensure their continual appropriateness and effectiveness. 4. Review the annual audit plans of the internal audit department. 5. Review the internal control and internal audit system as to ensure their appropriateness and effectiveness by coordinating with the internal and external auditors. The Audit Committee shall consider the following issues : • To strengthen the independence of the internal audit department, the Audit Committee shall approve any selection, promotion, rotation or termination of the department head. • To ensure the independence of the internal audit department, the Audit Committee shall consider other factors that might impact its independent performance, including reporting and supervision processes. 6. Consider the quarterly audit report and recommendations of the internal and external auditors as well as follow

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7. 8.

and have adequate information disclosures according to the good corporate governance principle. Thailand and any other laws related to its business.

9. 10.

statements audit.

11. Prepare the Audit Committee report. The report must be signed by the Chairman of the Audit Committee and disclosed in the Company’s Annual Report. Its report should include the following information : • The number of committee meetings and attendance of each member. • Comments on : o o o Compliance with SEC’s and SET’s laws and regulation and other laws relevant to the company’s business. o Suitability of the external auditor. o o the committee’s charter. • Anything else which should be made available to shareholders and general investors within the scope of duties and responsibilities assigned by the Board of Directors. 12. The Audit Committee is authorized to invite the executive directors, Management or concerned persons to either provide necessary information or attend the meeting. 13. Consider any other matters as assigned by the Board of Directors with the consent of the Audit Committee.

Nomination and Remuneration Committee 1. Mr. Phisit Dachanabhirom 2. General Pairoj Panichsamai 1

Chairman Director Director

Mrs.Wansuda Thanasaranart will be replaced with the approval of the Board of Directors Meeting No. 5/2015 held on November16, 2015.

Annual Report 2015

55 Duties and responsibilities of the Nomination and Remuneration Committee 1. shall subsequently propose the nominee for appointment by the meeting of the shareholders of the Company. The duties and responsibilities can be outlined as follows:

• • • Assess the independence of each candidate to see whether he/she is completely or incompletely • •

a new independent director in the case that the number of independent directors do not reach the numbers as stated in the board’s policy. Consider each candidate’s promising dedication of time.

consideration and appointment by the meeting of the shareholders of the Company. • Determine a method of director selection that suits the Company’s characteristics.

•

set out.

• regulations established by the authorities.

• •

director when he/she is appointed by the shareholders of the Company. Propose his/her name for consideration and approval by the board. Upon the board’s approval, a notice of the meeting of the shareholders of the Company in this regard will be made and sent to the shareholders calling them to meet, discuss and consider whether or not to appoint that nominee.

2. Develop a model and guidelines on the payment of directors’ remuneration which will be recommended to the Board who will then propose them to the meeting of the shareholders of the Company for approval. 3. Establish guidelines for evaluating CEO performance. 4. Determine the annual remuneration of directors 5. Offer new ESOP (or warrants) to directors and employees under diverse conditions that will induce directors and staff members to perform duties with their best effort, add a long-time value to the shareholders, and truly and should be fair to the shareholders of the Company.

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The Board of Directorsâ&#x20AC;&#x2122; Meeting No. 3/2007 on 26 February 2007 has approved the appointment of the Nomination and Remuneration Committee. And the scope of authority of the Board Nomination and Remuneration Committee.

Executive Committee As at December 31, 2015: The members of Executive Committee are:

3. Mr. Darm

Nana

Chairman Director Director

Responsibilities of the Executive Committee The Board of Directors Meeting No. 1/2003 held on January 28, 2003 and the Board of Directors Meeting No. 2/2013 held on 14 May 2013 had the resolution to determine the scope of Executive Committeeâ&#x20AC;&#x2122;s authority in that Executive Committee is authorized to commit any acts necessary for or related to the normal business operation of the company. for general activities of the company. The credit limit of each item must be less than 100 million baht or equivalent.

(C) To initiate, suggest and formulate policy for the business direction and business strategy of the company and present it to the Board of Directors. (D) To form corporate and management structures and Executive Committee. To oversee all aspects of the recruiting, training, employment and removal of company employees. (E) To formulate business plans and management powers. To approve the annual budget for business operations and expenses. To run the company following the business plan and strategy as well as the policy and business direction presented to the Board of Directors. (F) To be responsible for other duties assigned by the Board of Directors in each period. Approval for carrying out the activities mentioned above would not be granted in cases where the Executive made for those activities carried out under policies and regulations approved by the Board of Directors, whereby the Board of Directors has the authority to amend or change the responsibilities of the Executive Committee whenever necessary.

Annual Report 2015

57 Risk Management Committee 2. Mr. Darm

Nana

Chairman Director

Duties and responsibilities of the Risk Management Committee The Company’s Board of Directors meeting no. 5/2010 on August 16, 2010, has the resolution to appoint 1. 2. 3.

the organization as well as in the project level. to be in accordance with the Company’s strategy and business plan.

4. Report performance to the Audit Committee and the Company’s Board of Directors.

Good Corporate Governance Committee 2. Mr. Darm

Nana

Chairman Director

Duties and responsibilities of the Good Corporate Governance Committee The Company’s Board of Directors meeting no. 1/2011 on February 23, 2011, has the resolution to appoint the Good Corporate Governance Committee, and has authorized its scope of duties and responsibilities as follows: 1. Propose guideline or policy on the good corporate governance to the Audit Committee and the Company’s Board of Directors 2. Review or improve guideline or policy on the Company’s good corporate governance 3. Give suggestions on good corporate governance to the Audit Committee and the Company’s Board of Directors 4. Supervise Directors and the Management team to comply with the good corporate governance’s policy

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Human Development Committee As at December 31, 2015, the members of Human Development Committee are:

2. Ms. Praornsri Udompol

Chairman Director

Responsibilities of Human Development Committee Human Development Committee’s responsibilities are as follows : (a) To present human resource policy and management direction (b) To draw techniques and strategies for human resource development (c) To oversee and supervise human resource operation approved by the company’s committee

Management Team As at December 31, 2015, the members of Management Team are as follows:

3. Mr. Darm 4. Mr. Danaisidh 5. Mr. Soopachai 6. Ms. Chutima

Nana Peslapunt Nilawan Tichachart

Senior Vice President Senior Vice President Senior Vice President

Roles and Responsibilities of the Chief Executive Officer The Board of Directors Meeting No. 1/2003 held on January 28, 2003 and the Board of Directors Meeting No. 2/2013 held on 14 May 2013 had the resolution to determine the scope of Managing Director’s authority in that Managing Director the company in general and has the authority to carry out any activity that is necessary. The credit limit of each item must no authority to deal with important assets received or sold out of the company; or matters concerning persons who may the Audit Committee and/or the Board of Directors, depending on the case, will consider the matter. Annual Report 2015

59 Nomination of Directors and Executives The Board of Directors Meeting No. 3/2550 held on February 26, 2007 had its resolution to appoint the Nomination and Remuneration Committee and also approved the responsibilities of the Nomination and Remuneration Committee. Hence, personnel selection for the Company’s Director must proceed through the Nomination and Remuneration Committee. The Director’s selection procedures must be done by the Nomination and Remuneration Committee whose consideration will

conducting their duties. Then, the list will be submitted to the Board of Directors and shareholders’ meeting for approval. For appointment of the Board of Directors, the shareholders’ meeting appoints the Director based on majority votes with the following regulations and guidelines: a) One shareholder has one vote per one share. b) Shareholders can vote for each directorial appointment. c) Persons who receive the highest sequential votes will be appointed as Directors equal to the required number of that particular election. In the case of any persons receiving equal sequential votes which are more than

Company Secretary Name Position

Director, Executive Committee Good Corporate Governance Committee Chairman Human Development Committee Chairman

Age Education

45 Years Master degree (MBA) from Sasin Graduate institute of Business

Shareholding (%) Relationship between Management. Experience

Executive Development Program 4 (EDP 4) Year 2009 Thai Listed Companies Association None None 2004 – present Director RS Public Company Limited 2008 – present Secretary to the Board of Directors and Company Secretary RS Public Company Limited

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Executive Remuneration Cash Remuneration A) Directors List

No. 10 3

Directors Audit Committee

Year 2015 Amount of money (Baht) Detail of Remuneration 1,025,000 Fixed remuneration and Meeting allowance 1,863,000 Fixed remuneration and Meeting allowance

Detail of Remuneration and Meeting allowance are as follows: No.

Year 2015 Fixed remuneration Meeting allowance (Baht) (Baht) 125,000 120,000 120,000 120,000 60,000 20,000 120,000 120,000 120,000 100,000 1,025,000

Board of Director

1 2 3 4 5 6 7 8 9 10

Mr. Darm Nana Mr. Danaisidh Peslapunt Mr. Soopachai Nilawan Mr. Phisit Dachanabhirom General Pairoj Panichsamai Total

There is no remuneration for the directors of subsidiaries. 2. 3.

January13, 2016 and Mrs.Wansuda Thanasaranart will be replaced.

B) Executive Directors and Management Team List Executive Directors Management team

No. 3 7

Year 2015 Amount of money (million baht) 92.83

Detail of remuneration Salary / bonus / other allowance

In 2015, the Company has paid provident fund to 6 Executives at approximate amount of Baht 2.29 million. Annual Report 2015

61 Other Remuneration -Nil-

Personnel The number of employees in the company and its subsidiaries as of 31 December 2015 is 1,310 persons of which categorized into RS employees of 1,103 persons and subsidiaries’ employees of 207 persons. The total rewards of company staff as of the year 2015 amounted to Baht 757 million, paid in the form of salaries, overtime and welfare payments, bonus and provident fund, as well as provident fund for employees totaling about Baht 20 Million.

Human Resources Development Policy 1. The Company realizes the importance of employees as human capital, the most valuable factor that is instrumental in steering the organization towards growth on a sustainable basis. Hence, annual operational plan and budget i.e. Organization Development, Career Development and Training Development. In 2015, the company has a total of 12 training courses of 34 sessions. There are 228 hours of Internal training and 255 hours of External training for a total of 483 hours which can be separated as follows: 1.1 Organization development has promoted the creation of corporate culture within companies under the RS Public Company Limited and since the orientation of new employees through Welcome Day Activity, there are already 12 sessions with 179 attendances. 1.2 Employees’ Career Development 1.3 Training and development is stipulated by using the “Competency Base Training” together with research on the “Training Need” with development methods on both public training, and In-house training. These are 1) the “RS Revolution Camp” 1 session of 25 attendances 2) “How to use the Lotus Note program” 2 sessions of 87 attendances. 3) Learning to use the “Axapta” accounting system with 2 sessions of 49 attendances. 4) “Change Management through RS Media Revolution” 1 session of 25 attendances. 5) 7) “AEC preparation: Business English-English Conversation & E Mail Writing” 2 sessions of 53 attendances and 8) “Team Building CCM” 3 sessions of 118 attendances, all consisting from operation personnel up to the management level. The Company also arrange for the safety training course for general employees and the new recruits as stipulated

2. The Company indicates the importance in continuously building employee engagement through diverse activities such as the New Year party, etc.

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3. The Company also realizes in building appreciation towards corporate social responsibility (CSR) to employees, and to be continuously in accordance with the corporate vision by promoting and arranging for activities such as activity for “RS Birthday Charity” which has been arranged monthly throughout the 2015. This allows employees, stars and artists who have birthday in each month to share their happiness with the socially disadvantaged patients with serious disease, children, the elderly and the disabled in institutions and organizations etc. as follows:

“RS Birthday Charity” 3rd session in March 2015 at the “Veterans General Hospital” “RS Birthday Charity” 4th session in April 2015 at the “Bang Khaen Geriatric Hospital Foundation” “RS Birthday Charity” 5th session in May 2015 at the “Rajvithi Home for Girls” “RS Birthday Charity” 6th session in June 2015 at the “Chulabhorn Hospital” “RS Birthday Charity” 8th session in August 2015 at the “The Thai Red Cross Society” “RS Birthday Charity” 9th session in September 2015 at the “Thai Red Cross Children Home” “RS Birthday Charity” 10th session in October 2015 at the “Din Daeng Social Welfare Services for older persons” “RS Birthday Charity” 11th session in November 2015 at the “Foundation For Slum Child Care” “RS Birthday Charity” 12th session in December 2015 at the “Siriraj Hospital” Moreover, the Company also arranges the “RS Media Trend Forum 2015” activity in order to share experience and

• • “RS Media Trend Forum 2015” with topic “How to create music to be responsive with the media industry” • “RS Media Trend Forum 2015” with topic “Response with innovation in the Digital Television” at the Assumption University

levels of employees to join in many levels of safety levels. This is to move its safety policy to be more substantially viable and correspondence with related laws and safety standards. In 2015, the Company has expanded and monitored the safety performance as the safety, health, and environment

such as 1) Set up of the safety meeting, represented by all level of employees to monitor, report, and follow up on unsafe

Annual Report 2015

Corporate Governance

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Corporate Governance The Company has stipulated its policy on corporate governance by emphasizing on the control and internal as well as the Social and Environment Responsibility for sustaining development. In 2015, the Company has been continuously granted the Very Good CG Scoring from Thai Listed Companies Good Corporate Governance Survey Year 2015. Summarization on corporate governance practices in 2015 is as follows:-

Good Corporate Governance Policy The Company’s Board of Directors stipulates policy on good corporate governance in a written format, and considers reviewing the good corporate governance policy and code of conduct manual for the Company Group. Follow up on evaluation of policy compliance is set to at least once a year. The Company publishes manuals to Directors and employees for references and practices and announced in the Company’s intranet. The Company’s Board of Directors Meeting No. 2/2016 on February 24, 2016 reconsidered, improved, and had its resolution to approve the good corporate governance policy and code of conduct manual for the Company Group, and followed up on evaluation of policy compliance. Exchange of Thailand as states in the 5 following guidelines:

• • • • •

Shareholder rights Equal Right to Shareholders Information Disclosure and Transparency Responsibilities of the Board of Directors and Sub-Committees

Shareholder Rights The Company stresses the importance of respecting the shareholders’ right by following regulations as stipulated by law. In 2015, the Company had ordinary shareholders’ meeting on April 22, 2015. All Directors attended the meetings The Company has policy on equal treatment of shareholders by realizing on the importance of shareholders’ right which includes details on different meeting’s agendas at least 7 days prior to the meeting date as stipulated by law. In 2015, Thailand Securities Depository Co., Ltd., which was the Company’s registrar, issued notice of meeting to shareholders at least 7 days in advanced, or 14 days as stipulated by law.

Annual Report 2015

65 In 2015, the Company had issued notice of meeting which included details on different meeting’s agendas prior to the meeting date as stipulated by law, and each agenda contained principles, and reasons and suggestions of the Board of Directors. Moreover, the Company also published shareholders’ notice of meeting, and documents for the meeting in Thai and English language at the Company’s website on http://www.rs.co.th/corporate/th/meeting.htm, and http://www. rs.co.th/corporate/eng/meeting.htm, at least 30 days before the meeting date and the Annual Report was posted in the website at least 7 days before the meeting date, as to facilitate rapid access for shareholders. Minutes of the meetings in 2015 were posted in the website 14 days afterwards. Prior to the start of meeting, Chairman of the meeting had authorized the Company’s Secretary to explain voting procedure to the meeting, and during the meeting, the Chairman gave equal Support was also given in using voting paper in case of important agenda for transparency and accountability. Minute of

In 2015, the Company gave shareholders’ right much more than stipulated by law such as publishing important and updated information through its websites, and not curtailing the shareholders’ right on the Company’s information that had to be disclosed by regulations. Concerning the meeting, no additional meeting agenda, or changing of important not be distributed abruptly in the meeting, and not limiting shareholders’ right to come in late for the meeting. During the operating results of the Company. Moreover, shareholders were given opportunity to send in their questions in advanced of the meeting date through the Company’s websites, or by mail to the Board of Directors. Thus, rights given to shareholders,

Equal Right to Shareholders For shareholders who cannot attend the meeting, the Company proposes proxies to be given to the Independent Director, who is Chairman of the Audit Committee, to vote on their behalves in the meeting. In the 2015 shareholders meeting, there were 28 shareholders who gave proxy to Chairman of the Audit Committee. On November 26, 2014, the Company published information through its websites for minority shareholders to propose agenda for the ordinary shareholders’ meeting. This included clear cut regulations in advanced for consideration and agreement of the proposed person. However, no shareholder proposed on new agenda, and person’s name for Director. The Company has established the measure in a written statement to prevent directors, executives, staff members and employees from abusing insider information in the interests of their own or their related parties. By this measure, the Company’s directors, executives, staff members and employees are required to report a transaction that may cause

transactions, as detailed in the topic of insider information protection; moreover, related party transactions shall be made in measures or procedures for the approval of related party transactions. The certain policy has been implemented since the

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The Company has regulation in prohibiting the using of opportunity or information by Director, Executive, or employee discloses in the topic of using of internal information. in shareholding as stipulated by law.

Rights of Stakeholders

the Role and Social Responsibility and Human Resources Development Policy). Regulations and procedures are in written format, including rules on disciplinary punishment, so that there will be guideline procedures for related persons i.e. Directors, Management and employees of RS Group etc. to follow when performing duties for the Company with honesty and ethics employeeâ&#x20AC;&#x2122;s code of conduct are as follows:-

Responsibilities toward social and environment considering its duties and responsibilities towards the nation, society and environment. Businesses must be operated and controlled completely under the laws and regulations, as well as determinations to press on developing trends for social quality and environment internally or cooperation with Government agencies and communities. Responsibilities toward social and environment must be whole heartedly and consistently promoted to all levels of employees on becoming good participate in constantly creating activities for communities and societies in order to create good corporate culture in the future. These have to be reviewed, evaluated, and followed up consistently on progress of the companyâ&#x20AC;&#x2122;s operations to ensure that policies on social and environment have been executed as planned (example can be seen from the Role and Social Responsibility and Human Resources Development Policy).

Customer The Company is determined to distribute quality products and provide quality services to its customers, as well

Shareholders well as information to shareholders are completely reported.

Employee

Annual Report 2015

67 The Company’s Board of Directors also considers and approves the policy concerning security, health, and

topics Social Role and Responsibilities, and Human Resources Development Policy)

Trading Partner and Creditor

the Company’s business. The Company’s criteria for selecting suppliers / vendors / outside service providers as follows: • Quality of product and service • Ability, specialization, expertise, and experience • Trading policy • Business reputation • Financial status

Competitor

The Company supports free and fair trade competition as well as treating competitors professionally.

Virtue The Company is engrossed in doing the rightful things and performing its duties with honesty and straightforwardness

Equality and Human Rights for All Parties Concerned The Company neither hinders or withholds the privileges from, nor discriminates against any persons who are different in races, nationalities, religious, genders, age, or education, including non-involvement on any human rights infringement.

Copyright The Company has the policy on non-violation of any copyright. least once a year. In 2016, the Company’s Board of Directors meeting No. 2/2016, has reviewed, improved and approved RS Group’s Code of Conduct manual, and publishes in the Company’s website. It includes information on new employee’s The Company has had the policy that directors, executives and staff members at all levels are required to strictly

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assets of which its overall value, as at 31 December 2015, was higher than 5% of shareholders’ equity. The Company and the subsidiaries had no legal dispute arisen from an out-of-the-ordinary course of business of the Group either. results of the Company. This is to build business security with information transparency, listening to comments, complaints, or suggestions, etc. Action that may lead to fraud or suspected behavior within the organization either from employee or from Audit Committee as to pass to the Board of Directors through website http://www.rs.co.th/investor.html or through telephone through the Company’s stipulated process, and will be reported to the Board of Directors. and code of conduct can be done through the Company’s secretary who receives and summarizes all topics, and quarterly submits to the Audit Committee, and Board of Directors. The Company gives importance to the secrecy of information

Information Disclosure and Transparency by clearly stipulated the Management’s business authorizations. Assets’ usages are controlled, and responsibilities of operator,

The Company’s internal control unit reports directly to the Audit Committee to be certain that the main operations and Control in correspondence with the concerned law and related regulations.

Sub – Committees responsibilities and scope of duties within each committee. Management Committee, Good Corporate Governance Committee and Human Development Committee and the Chairman of the Board will not hold positions as member in all committees. Moreover, it also regulates Independent Directors as Governance Committee and Human Development Committee. At present, the Company has 6 Sub - Committees of Good Corporate Governance Committee and Human Development Committee. Details concerning the member’ names, duties, and responsibilities are in topic “Shareholding Structure and Management”. The Company’s Board of Directors appoints sub-committees in order to assist on corporate governance as follows:-

• Audit Committee has duration of 3 years, and consists of 3 Independent Directors. Names and duties of the Audit Committee are listed in topic “Shareholding Structure and Management”. The Company’s Board of Directors is in agreement and appoints Mr. Phisit Dachanabhirom, the Independent the Audit Committee. Annual Report 2015

69 In 2015, the Audit Committee had 6 meetings in which all members attended all meetings and consistently reported their operating results to the Company’s Board of Directors. There was one meeting that the Audit Committee met privately with the external auditor without the management team being present.

• Nomination and Remuneration Committee The Company’s Board of Directors meeting No. 3/2007, on February 26, 2007, has appointed the Nomination persons which has 3 Independent Directors in which one of them is the Chairman of the Nomination and Remuneration Committee, the committee has 3 years duration (details in the “Shareholding Structure and Management”) In 2015, the Nomination and Remuneration Committee consisted of 3 members in which all of them were Independent Directors. In 2014, the committee had 2 meetings in which all members attended all meetings. The committee consistently reported their operating results to the Company’s Board of Directors. Details of important performances in 2015 could be summarized as follows:1. Directors retired member. 2. Considered, reviewed and approved the charter of the Nomination and Remuneration Committee. 3. Considered and reviewed the appropriateness of the pattern and criteria of the remuneration. 4. Reviewed the annual Directors’ remuneration. 5. 6. Evaluate the performance of the Nomination and Remuneration Committee in 2015. 7. Reported the performances of the Nomination and Remuneration Committee to the Board of Directors on regular basis. The Nomination and Remuneration Committee commented that the stated items were suitable to the utmost long-ter

•

Structure and Management” topic. In 2015, the Executive Committee had total 12 meetings. Details of important performances in 2015 could be summarized as follows: 1. Made preparation, suggestion, and stipulate guideline on business policy of the Company to the Board of Directors. 2. Stipulate business plans, administration, and approval on the budget for the annual business plan and annual spending budget, and then, proceed as per business plan and business strategy in accordance with the stated business policy, and guideline as stated to the Board of Directors. 3. Direct, control, and supervise on the management so that it would be in accordance with the laid down strategies and plans. 4. The Executive Committee had performed its duties with caution to its full capability and in relation with good corporate

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•

The Company’s Board of Directors meeting No. 5/2010 on August 16, 2010 had the resolution to appoint, authorize

Details of important performances in 2015 could be summarized as follows: 1. to be in accordance with strategies and business plan of the Company. 2.

• Good Corporate Governance Committee The Company’s Board of Directors meeting No. 1/2011 on February 23, 2011 had the resolution to appoint, authorize the scope of responsibilities and consider remuneration of the Good Corporate Governance Committee. In February 2016, Good Corporate Governance Committee has reviewed and improved the Good Corporate Governance Policy and Code of Conduct. The Committee also followed up the compliance of such policies. Details of important performances in 2015 could be summarized as follows: 1. Reviewed the good corporate governance policy and ethical pamphlet of the RS group of companies. 2. pamphlet of the RS group of companies. 3. Given advises on the good corporate governance to the Company’s Board of Directors. 4. Setting up on guidelines and reviewing of report on good corporate governance for presentation in the annual report. The Good Corporate Governance Committee had the opinion that the stated items were appropriate and for

•

listed in the “Shareholding Structure and Management” topic. Details of important performances in 2015 could be summarized as follows: 1. Reviewed and developed the policy, and given guidelines on human development. 2. Developed the strategies and techniques on the human development. 3. Supervised and supported operations on human development. 4. Considered and made decisions on issues concerning the human development as per approved guidelines by the Board of Directors. The Human Development Committee had performed its duties with caution to its full capability and in relation with

Annual Report 2015

71 Company Secretary

are as following: • Advice the legal, accounting and tax issue and necessary regulations to the Board of Directors. • Oversee the Board of Directors’ activities. • Coordinate the concerned party as to ensure the implementation of the resolutions of the Board of Directors.

Director Meeting The Director meetings are arranged at least quarterly and extraordinary meetings in between as deemed necessary. All meetings have apparently set-out agenda and planned meeting date and are intended to consistently monitor company’s performance. In case that the Company does not have a monthly meeting, the Company has the policy to send the monthly operational report to the Board of Directors, so that the Board of Directors can supervise, and control management’s operations consistently and effectively. Invitation, agenda and information hand-outs are duly distributed 7 days prior to the meeting so directors have a chance to familiarize themselves to the issues. Chairman of the Board of Directors and subjects have to be in the meeting agendas. Directors can freely submit agenda and the Board of Directors can access shown in Management Section) have attended all meetings. In 2015, there have been 6 meetings at the Company premises.

the consideration of that agenda. Moreover, the Board of Directors’ minimum quorum for meeting resolution must not be less than 2/3 of total number of Directors. The Company’s Board of Directors has its policy in allowing the non-executive Directors to conduct their own meeting as deem necessary. This is to debate all issues concerning the Management without their present, and the Chief

Self - Evaluation on the Performance of the Board of Directors The Company’s Board of Directors arranges for its self - evaluation annually by using the Company’s self - evaluation form. The Board of Directors will individually and jointly consider their performances for their joint consideration in order to

and duties of the Board of Directors, relationship with management, self - development of the Board, and development of Executives.

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Moreover, the Nomination and Remuneration Committee will supply suggestions on regulations for the evaluation on by the Company’s Board of Directors which only consists of Independent Directors for further improvement. The Company’s Board of Directors arranged for its self-evaluation every year. On February 24, 2016 in the Company’s Board of Directors’ meeting No. 2/2016, had made annual consideration on self-evaluation of the Company’s Board of Directors of 2015, so that the Company’s Board of Directors could jointly consider the performances, and problems for Company’s Board of Directors which consisted of only Independent Directors for further consideration and improvement. Moreover, the Board of Directors has arranged for performance evaluations for other committees such as the Audit Committee, and the Nomination and Remuneration Committee.

Remuneration The Company has clearly and transparently stipulated policy on remuneration for Directors and Executives. During the ordinary shareholders’ meeting No. 1/2003, the Company’s Board of Directors’ meeting No. 5/2003 and the Annual General Meeting 2013, remuneration for Directors was approved to be within the similar level of the same industry which was high

on the performance were evaluated by the Company’s Board of Directors which only consisted of Independent Directors. (Details on remuneration for Directors and Executives were shown in “Shareholding Structure of the Company).

Directors and Executives’ Development The Company’s Board of Directors has the policy on assigning the present Director to introduce new Director to the Company, and lecturing on the summarization of the Company’s business plan, operating results, strategy, competitive situations, vision, corporate culture, corporate governance, business ethics and other details concerning the Company’s operation etc. by encouraging them to attend seminars and meetings which provide useful topics that have been arranged by the Thai supported by the Company (details were shown in “Description of Management Team and other persons overseeing the Company”).

Succession plan for the Chief Executive Officer and high level Executives The Company’s Board of Directors supports the arrangement of succession plan that will assist in smooth operation

1. The Executive Board and Human Development Committee have to consider and select high potential Executives for further development and preparation. 2. The Human Development Committee is to develop the assigned group by preparing for the high level development plan for high level Executives. Annual Report 2015

73 3.

the Company’s Board of Directors for consideration. for proposal in the Company’s Board of Directors meeting and further appointment.

Investor Relation

been arranged between the Company’s Management team and securities analysts, and general investors in order to have question and answer sessions equally. Hence, the Company assigns the “Investor Relation Unit” to communicate and provides services on information, corporate news, and Company’s various activities to institutional investors, shareholders, analysts, related Government agencies, and the general public. Investors can contact this unit at Telephone No. 0-2938-4307 and 0-2511-0555 ext 1496 Website : http://www.rs.co.th/investor.html Facebook Fanpage : Twitter : https://twitter.com/RS_IR Email Address : rsir@rs.co.th Moreover, in 2015, the Company published information through many activities such as:• Analyst Meeting to announce the Company’s operating results in every quarter. The analysts had to be published in the Company’s website.

•

institutional, and foreign investors such as Day with Executive Management by Phatra, SET Thai Corporate Day including provides an opportunity for investors to meet the Executives and question Executives on various issues. Minute of the meeting was published in the Company’s website. Report on annual form F 56-1, and the annual through the Company’s website. The annual report will be delivered to shareholders and general public annually.

Nomination of Directors and Executives

The Board of Directors Meeting No. 3/2007 held on February 26, 2007 had its resolution to appoint the Nomination and Remuneration Committee and also approved the responsibilities of the Nomination and Remuneration Committee. Hence, personnel selection for the company’s Director must proceed through the Nomination and Remuneration Committee. The Director’s selection procedures must be done by the Nomination and Remuneration Committee whose consideration announcements of the Securities and Exchange Commission. Moreover, considerations will be based on ability, experiences, in conducting their duties. Then, the list will be submitted to the Board of Directors and shareholders’ meeting for approval.

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To appoint the Board of Directors, the shareholders’ meeting appoints the director based on majority scores with the following regulations and guidelines: (A) The voting score of each shareholder is equal: one share equals one score (B) Shareholders can vote for each directorial appointment. (C) Persons who receive the highest scores will be appointed to the committee. In the case of any persons receiving

Diversity policy in the Board of Directors’ structure with the business operations’ strategy of the Company, and contains diversity for those who perform their duties as directors. in the Board of Directors’ structure. Moreover, the Board of Directors also uses the information in the director pool to business operations’ strategy of the Company.

The Board of Directors Independence from Management The Company’s Board of Directors consists of 4 non-Executive Directors (3 Independent Directors), and 5 Executive Directors, details of each Directors are shown in topic “Description of Management Team and Other Persons Overseeing the Company” Chairman of the Board of Directors is the same person as the Chairman of Executive Committee, and represents major group of shareholders. However, as structure of the Company’s Board of Directors consists of 1/3 of Independent

stipulated by the Company as in details from “Management Structure of the Company”. The Company’s Board of Directors is

Suitability of the Board of Directors capability, and effort in performing duty for the Company. There is also regulations for all Directors and high level Executives (**) to report their securities holding consistently to the Company’s Board of Directors. Director, in the Company’s Board of Directors, is not allowed to hold position as Director in the registered companies of more than 3 companies, and Executive Director is not allowed to hold position as Director in other registered companies of more than 2 companies. This includes holding position as Director of the Company’s Chairman of Executive Committee, and high level Executive (**) in other registered companies must be approved by the Company’s Board of Directors beforehand. Director or the high level executive of the Company must not be employed as employee or partner of the Company’s external auditor company during the past 2 years. Annual Report 2015

75 The Board of Directors’ Efficiency in Performing Its Duties Policy Stipulation The Company’s Board of Directors participates in regulating vision, mission, duty, strategy, target, business plan, and budget of the Company. This also includes supervision on the Management team to proceed as business plan, and

and responsibilities clearly among the Board of Directors, Audit Committee, Nomination and Remuneration Committee,

In The Board of Directors Meeting No. 2/2016 on 24 February 2016. The Board of Directors has to review, and approve the Company’s vision and mission at least once in every year.

Management Supervision the Company’s Board of Directors meeting No. 2/2016 has evaluated on the adequacy of internal control, result on

Supervision on the Operations of subsidiaries and associated companies For the appointment of Directors for subsidiaries and associated companies, the nomination and voting are under the management from 2014 onwards, and has to receive approval from the Company’s Board of Directors. Persons who are appointed as Directors for subsidiaries and associated companies have the duties to operate for the best interest of the subsidiaries and associated companies. The appointed Directors require approval from the Company’s Board of Directors Directors if this is operated by the Company itself. Moreover, in case of the subsidiaries, the appointed persons have to oversee that the subsidiaries have regulations

During 2015, the Company has conformed to the Good Corporate Governance except for the following instant: 1. Did not disclose the Executive Directors’ remunerations that had been received as Directors from other companies as it is not information of the Company. 2. representative. However, the Company Board of Directors’ structure consisted of 1/3 of Independent Directors, thus, creating the balance and review in the business operations that showed transparency and compact management.

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Monitoring Internal Use of Internal Information The Company has explained to the administrators their responsibilities in reporting the number of shares in the company owned by them, their spouses and their children who are considered as minors, and any changes made to the of the Securities and Exchange Act B.E. 2535 (1992). Apart from the legislative measures, the company has the policy covering the internal information usage written in the Code of Conduct for the group, approved by the Board of Directors on March 1, 2006, to serve as a guideline to all directors, management and employees. The Code of Conduct was latest reviewed, improved and approved by the resolution of the Board of Directors Meeting No. 2/2016 held on February 24, 2016. In addition, the Company has laid out rules and regulations on the use of the company’s internal information as follows: 1. The Director, Executive, staff members and the employees of the company are obliged to treat the internal 2. The Director, Executive, staff members and the employees of the Company should not directly or indirectly 3. The Director, Executive, the staff members and the employees of the Company should not buy, sell, transfer indirect damage to the Company. The above mentioned regulations include the spouses and children who are considered minors of the Board of Directors, the staff members and employees of the company. Any violation of the Company’s regulations would be considered as a serious breach of those regulations which could lead to a penalty ranging from a verbal warning to being

Auditor Remuneration Remuneration from auditing service The Company and its subsidiaries have paid the audit fees to PricewaterhouseCooper ABAS Co., Ltd., the Company’s auditing company for the year 2015, that includes person or business related to the auditors and auditing Million from the Company, and Baht 2.61 Million from its subsidiaries.

Non-Audit Fee -Nil-

Annual Report 2015

Responsibilities toward society, environment, and related persons

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Responsibilities toward society, environment, and related persons The company supports sustainable development with responsibilities toward society, environment, and related persons which go along companyâ&#x20AC;&#x2122;s vision that divide into group activities shown below.

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1. Equitable business practices The Company strives for legitimacy practice, and performs its duties with honesty and straight forwardness under Company.

2. Complying with laws and human rights The Company stresses the importance on complying with laws and human rights by adhering on its business practises to be in accordance with laws. This also includes the human rights which is the basic rights of all human beings who are born with equality with the same honour, and privilege without deprivation or non-allowance of any special rights, or educational institutions, and including other items unrelated to the discrimination on human rights.

3. Equal treatment to the labour force The Company is well realized that all employees are the most valuable asset of the Company, and are the most important factor in pushing the Company to achieve its goals. Hence, the Company has emphasized on fair treatment and development. Annual Report 2015

79 1. Organization Development The Company promotes the building of corporate culture within its group of companies starting from new employee orientation through “Welcome Day” activity. 2. Career Development The Company has stipulated the career path and promotion path for employees, including stipulation on duration for management training hours for each group of employees to be promoted as management. 3. Training Development Training and development is stipulated by using the “Competency Base Training” together with research on the “Training Need” with development methods on both public training, and In-house training. are the “RS Revolution Camp”, “How to use the Lotus Note program”, Learning to use the “Axapta” accounting “AEC preparation: Business English, English Conversation & E-Mail Writing”, “CCM Team Building”, all consisting from operation personnel up to the management level. Moreover, during 2015, activities to promote and develop its human resources in many important aspects have been arranged by the Company and subsidiaries such as: 1. 2. 3. Engagement activities for employees such as the New Year activity etc. 4.

4. Responsibilities toward customer and consumer The Company determines to create and produce all types of media and entertainment portfolios for continuous unit to give services, care, explanation on queries and various problem-solving for customers.

5. Roles and Responsibilities toward Community, Environment, and the General Public. on its duty and responsibility towards the country, society, and environment as well as operating and controlling its business completely under the scope of laws and other related regulations. This also includes determination in driving trend for the quality development of society, and environment on its own and by cooperation with the government and community. Responsibility towards society and environment must wholeheartedly and continuously be promoted to all levels of employees into becoming good and valuable citizen of the communities and society. Supports are to be given constantly to employees for participation in various activities for the communities and society in establishing good corporate culture in future. Activities on the Corporate Social Responsibility in 2015

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“RS Birthday Charity 2015” RS Public Company Limited has continue its activity on the “RS Birthday Charity 2015” under the “RS actors and actresses, and RS employees who are having merit donations to various agencies and organizations that need helps throughout the year. These activities are such as giving lunch and donating essential materials to General Hospital” in March, arrangement for the merit the Blind” in July, blood donation at the “National Blood Center” of the “Thai Red Cross Society” in August, and activity in entertaining and donating necessary materials to the Dindaeng “Social Service Center for the Elders” in October, etc.

Objectives :

1. To provide assistance to individuals, organizations and various charities. 2. To give moral support to children, elders, disabled people, and other chronically ill patients who suffer 3. To encourage interested artists, actors and actresses and other employees to continuously participate in helping society. 4. To give artists, actors and actresses some parts in participating in building good deeds and good role model to the general public. 5. To encourage employees to feel committed to the organization.

Activity Details : The activities aim to give entertainment, food, or material as the moral supports to agencies and various organizations that need help such as the Thai Red Cross Society, Baan for Girls, Foundation for the Slum Child Care, Children Hospital, etc. This gives opportunity to artists, actors and actresses, news announcers, and employees who have birthday in those

Annual Report 2015

81 “Channel 8 Share To Child” sharing love on “Children Day” with children at Nonthapoom home. The television Channel 8 has arranged an activity called “Channel 8 Share To Child” which has been led by Dr. Ong-Art Sinlumpong, Managing Director of Television Business Channel 8 together with artists, actors and actresses such as Mod-Napaphat, Kanomjean-Kulamart, (Suteewan Thaveesilp), Yada-RSiam, Alice-Chayada, Apivich and Farr- Sariya, etc. Financial donation has been made with lunch, donation of materials that create fun and enjoyment and also treating food for 150 children at the Home for Children with Disabilities at Nonthapoom home

Objectives :

1. Encouraging interested artists, actors and actresses and employees to continuously participate in helping society. 2. Encouraging interested artists, actors and actresses becoming a good role model to the general public. 3. Creating participation in public relation activity for the television channel 8 as a leading television channel in engaging in useful activity for society.

Activity Details :

This is to create activities with many children homes that need help and support by introducing artists to generate fun and entertainment to children on Children Day. Also moral support with donations of materials and

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Campaign for the “7 Dangerous Days” RS Public Company Limited, together with the

the Christmas and New Year 2016 periods at the BTS tourists and general public to travel with cautious and live consciously during the long holiday of 7 dangerous days.

Objectives : 1. The campaign calls on everyone to emphasize on safe holiday travelling by cars during the long festive holiday during the New Year. 2. Building good relationship with the general public and agencies or organizations that serve the public. 3. To encourage artists, actors and actresses in and as a role model to general public.

Other social activities during the year 2015 Baitoey RSiam and Eang- Sitha, actor from Channel 8 as presenters of the World Aids Day distribute the red ribbon logo to General Prawit Wongsuwon, the Deputy Prime Minister on Security, on the World Aids Day to stress the public on protection against aids under the slogan “Early detection, Fast treatment, End AIDS”.

Annual Report 2015

Activity Details : recommendations and safeguards on safety during holiday travels.

83 Jean- Gavalin,Ice-Walaput Petsathit, and Fai- Walulee Ditsayabuth, Ritsaya” from Channel 8, invite public to buy “DorgKaew donations are to be used for the development and support on career promotion of the disables nationwide, and to be donated to Her Majesty Prince’s Kalayaniwattana on the occasion of the National Disabled Day.

Bank-Athikit volunteers to donate blood in helping other people by inviting Thai to donate blood as a protection against blood shortage in the “World Blood Donor Day”. The campaign is to encourage blood donation in every 3 months or 4 times a year under the slogan “Give freely, give often; Blood donation matters” so that blood supply to donors as well.

Lulu-RSiam, Eang- Sitha, Fang-Tanunthorn, artists from

to the “Siriraj Foundation” to help the underserved patients and purchase medical equipment and other necessary materials for a better quality of life of patients.

MEDIA REVOLUTIONIST

6. Environmental Management

The Company has promoted in establishing campaign and building conscious among employees on conservation,

for the preservation, conservation, and on continuously consuming natural resources, environment, and various energy

oil conservation by prior planning before any journey, using e-mail instead of using paper document delivery, and also relation campaign by supplying information to employees, energy conservation campaigns are used for stimulation under energy conservation as well.

Awards received in 2015 Fluke-Jira and Kanomjean- Kulamart, actor and actress from Channel 8, and artist LuangKai-RSiam received “Phra Kinnaree” award 2015 from the “Assembly of the Radio, Television, and Newspaper Newscasters of Thailand” good society at the Chulabhorn Research Institute.

Tharmthai,Dome Black Vanilla, and Kratae RSiam the “Filial Piety Persons of the Year” award from the Daily Mirror newspaper at the meeting hall of the “Government Public Relations Department”

Annual Report 2015

Fluke-Jira and Fang-Thanunthorn actor and actress from television Channel 8 received the “Ambassador of Buddism” award from Department of the Religious Affair in March 2015.

Kratae – Kratie RSiam, Jack Thanapon, Man Maneewan, Ying Titikarn, and View Nuttapon artists from RS received the “Pech Nai Pleang” award in 2015 for the outstanding Thai language users on the occasion of the National Thai Language Day.

ThankYou – Silpchanok, Children and Youth” award in the category of mainstream media on protection of children and youth from social Protection of Child, Youth, the Elderly, and Vulnerable Groups” in the Ministry of Social Development and Human Security on the National Youth Day.

Jack – Jarupong and Hon – Santi, artists from the “Compassionate Artist” 2015 award from the “Forum for Artists Promotion on Buddhism of Thailand” as

Internal Control and Risk Management

Education / Training : • • • Experiences : • •

Related Party Transactions

Relationship

• • •

•

Remark:

MEDIA REVOLUTIONIST

Nature of Related Party Transactions and Pricing Conditions and Policy

Office Rental

Annual Report 2015

Building / Address

Renter

Rent by

Rental fee, Rented space Central Service fee (square metre) / month

(million Baht)

200

Thai Copyright

Note :

Contract period Start

Approved by (**) End ( * )

MEDIA REVOLUTIONIST

Land Rental

Type

Renter

Rent by

Rented space

Rental fee/ month (Baht)

Contract term ( * )

Approved by (**)

metre

Note :

Purchase of Fixed Assets Guarantee

The Necessity and Rationale of the Related Party Transactions

Annual Report 2015

93 Measures or Steps of Approval in Related Party Transactions

Policy and Future Potential of Related Party Transactions, including acquisition and disposal of assets

Financial Highlight

Financial Highlight 15.1 Statement of Financial Position as at December 31, 2013, 2014 and 2015 31 December 2013 (Restated) Thousand Baht % Assets Current assets :

100

Total current assets Non-current assets :

Total non-current assets Total assets

Consolidated 31 December 2014 (Restated) Thousand Baht %

31 December 2015 Thousand Baht

MEDIA REVOLUTIONIST

31 December 2013 (Restated) Thousand Baht %

Consolidated 31 December 2014 (Restated) Thousand Baht %

Liabilities and shareholdersâ&#x20AC;&#x2122; equity Current liabilities :

Current portion of payable for license for

139 Total current liabilities Non-current liabilities :

Total non-current liabilities Total liabilities

Annual Report 2015

31 December 2015 Thousand Baht

97 31 December 2013 (Restated) Thousand Baht % Liabilities and shareholders’ equity (Cont’d) Shareholders’ equity :

of par Baht 1 each of par Baht 1 each

of par Baht 1 each of par Baht 1 each of par Baht 1 each Treasury shares

Total parent’s equity Total shareholders’ equity Total liabilities and shareholders’ equity

Remarks :

Consolidated 31 December 2014 (Restated) Thousand Baht %

31 December 2015 Thousand Baht

MEDIA REVOLUTIONIST

15.2 Statement of Comprehensive Income For the Year Ended December 31, 2013, 2014 and 2015 31 December 2013 (Restated) Thousand Baht % Revenue

Total revenue and services income

Total expenses

Other comprehensive income loss

actuatial plan Total comprehensive income for the year

Annual Report 2015

Consolidated 31 December 2014 (Restated) Thousand Baht %

31 December 2015 Thousand Baht

99 31 December 2013 (Restated) Thousand Baht %

Total comprehensive income attributable to

the equity holders of the parent

Diluted earnings per share for prof it attributable to the equity holders of the parent

Remarks :

Consolidated 31 December 2014 (Restated) Thousand Baht %

31 December 2015 Thousand Baht

MEDIA REVOLUTIONIST

15.3 Statement of Cash Flows For the Year Ended December 31, 2013, 2014 and 2015 Consolidated 31 December 2013 (Restated) Thousand Baht %

31 December 2014 (Restated) Thousand Baht %

31 December 2015 Thousand Baht

Adjustments:

110

company

Interest income

Changes in working capital

139

Annual Report 2015

303

31 December 2013 (Restated) Thousand Baht %

Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, closing balance Non-cash transactions and additional information:

Consolidated 31 December 2014 (Restated) Thousand Baht %

101 31 December 2015 Thousand Baht

MEDIA REVOLUTIONIST

15.4 Key Financial Ratios 2013 (Restated)

Consolidated 2014 (Restated)

2015

Liquidity Ratios

Leverage Ratios

Per Share

Annual Report 2015

Management Discussion and Analysis

MEDIA REVOLUTIONIST

Board of Directorsâ&#x20AC;&#x2122; Report To Shareholders,

Annual Report 2015

105

Audit Committee Report To Shareholders,

MEDIA REVOLUTIONIST

Management Discussion and Analysis

Business groups

Type Business

Business

Remarks :

16.1 Overall Outlook of Business Operations

Annual Report 2015

107 16.2 Summary of operating results by business category 16.2.1 Revenue 16.2.1.1 Revenue from Media Business

- Television Business :

- Radio Media Business :

MEDIA REVOLUTIONIST

16.2.1.2 Revenue from Music Distribution Business

16.2.1.3 Revenue from Event Business

16.2.2 Cost of Sales and Services

16.2.3 Selling and Administrative Expenses, Other Expenses and Finance Costs

Change in accounting policy regarding recording of DTT license fee

1. Cost of the License:

Annual Report 2015

109 2. Financial cost: 3. Income Tax:

16.2.4 Gross Profit Margin, Net Profit Margin and Return On Equity (ROE) 2013

2014

2015

16.3 Assets 16.3.1 Asset components

16.3.2 Quality of the assets 16.3.2.1 Trade Accounts Receivable - Others - Net (Million Baht) Trade accounts receivable - others Current

Total Trade accounts receivable - others - net

2014

2015

MEDIA REVOLUTIONIST

16.3.2.2 Inventories - Net (Million Baht)

2014

2015

mainly b

Annual Report 2015

111 16.3.2.3 Intangible Assets - Net (Million Baht)

2014

2015

Intangible assets

16.4 Liquidity 16.4.1 Cash Flow (Million Baht)

2014

2015

MEDIA REVOLUTIONIST

16.4.2 Key Liquidity Ratios 2014

2015

11 19

22 20

16.5 Sources of Funds (Million Baht)

Total liabilities

Annual Report 2015

2014

2015

113 16.6 Key Factors and Influence that May Affect the Performance and Financial Position of the Company in the Future

CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS

115

AUDITOR’S REPORT To the Shareholders of RS Public Company Limited

Management’s Responsibility for the Financial Statements

Auditor’s Responsibility

MEDIA REVOLUTIONIST

Opinion

Sudwin Panyawongkhanti

Annual Report 2015

117 RS Public Company Limited

Statement of Financial Position RS Public Company Limited

Statement of Financial Position

AsAsatat 3131December December 2015 2015

Consolidated 31 December

Company

Restated

31 December

1 January

31 December

Restated

31 December

1 January

2015

2014

2015

2014

Baht

757,111,787

381,535,315

572,146,840

518,611,127

152,912,614

405,983,565

4,522,302

4,464,840

4,390,940

875,711,663

1,100,765,448

1,068,332,496

Notes Assets Current assets Cash and cash equivalents Short-term investment - 12-month fixed deposits

Trade and others accounts receivable (net)

1,023,419,799

797,712,877

745,037,502

494,274,774

329,700,000

165,988,659

Short-term loans to related companies (net)

33 d)

Short-term loans to employees Inventories (net)

100,071

54,667,935

77,364

163,095,437

106,766,620

Value added tax

40,928,458

25,693,651

4,559,425

Other current assets (net)

97,984,687

6,600,575

14,831,194

96,728,841

2,549,455

5,789,964

1,939,354,334

1,625,826,449

1,703,271,717

2,187,702,476

1,288,458,674

1,334,376,877

481,732,849

624,853,390

371,392,179

5,583,728

11,499,823

Total current assets

38,910,751

Non-current assets Investments in subsidiaries (net)

Investments in associated company (net) Plant and equipment (net)

5,102,753

5,406,090

5,495,813

384,016,267

388,230,557

310,016,492

Deposit for communiction equipment

38,000,000

358,736,941 -

370,172,650

293,784,657 -

License for operation right in spectrum 15

1,802,058,253

1,937,314,527

Intangible assets (net)

of digital television (net)

323,571,197

372,632,875

745,172,194

Withholding tax (net)

130,537,536

92,453,881

42,583,803

Deferred tax assets (net)

228,020,379

122,551,702

57,334,341

Other non-current assets (net)

31,265,889

37,358,769

47,936,238

Total non-current assets

2,904,572,274

2,955,948,401

Total assets

4,843,926,608

4,581,774,850

Director _________________________________________

109,666,456

128,038,699

173,904,491

69,548,760

49,902,284

12,907,566

108,772,378

88,366,146

45,475,761

28,119,889

32,436,857

40,713,910

1,246,538,881

1,156,577,273

1,293,770,026

938,178,564

2,949,810,598

3,344,279,749

2,582,228,700

2,272,555,441

Director ____________________________________

MEDIA REVOLUTIONIST

The accompanying accompanying notes notes on on pages pages 14 14 to to 70 70 are are an an integral integral part part of of these these interim interim financial financial information. information. RSThe Public Company Limited

Statement of Financial Position (Contâ&#x20AC;&#x2122;d) RS Public Company Limited

Statement of Financial Position

31 December 2015 AsAsatat 31 December 2015

Consolidated

Company Company

Restated

31 December

1 January

31 December

1 January

2015

2014

2015

2014

Baht

1,419,187,133

840,787,463

828,133,450

1,121,993,242

484,890,524

462,372,698

5,865,272

7,655,315

5,139,978

5,865,272

7,655,315

5,139,978

361,674,762

235,348,883

Notes

Liabilities and shareholdersâ&#x20AC;&#x2122; equity

Current liabilities

Trade and other accounts payable Current portion of liability under finance lease agreements (net) Current portion of payable for license for operation right in spectrum of digital television (net) Current portion long-term loan

286,915,000

8,000,000

Short-term loans from related companies

33 e)

48,000,000

246,045,000

45,045,000

14,365,874

36,734,933

74,467,449

14,365,874

36,734,933

74,294,222

48,410,441

57,379,026

53,574,450

26,430,661

27,071,760

33,268,413

Accrued income tax

37,642,175

84,101,631

18,797,000

Withholding tax payable

11,949,157

23,338,086

15,488,599

186,693

139,136

1,899,281,507

1,285,484,473

1,290,515,926

1,223,417,129

808,078,117

627,961,168

7,206,218

5,103,489

12,758,805

7,206,218

5,103,489

12,758,805

1,105,918,838

1,467,593,599

Provision for goods returned Value added tax

Other current liabilities

Total current liabilities

6,762,080 -

5,680,585 -

7,840,857 -

Non-current liabilities

Liabilities under financial lease agreements (net) Payable for cost of license for operation right in spectrum of digital television (net)

Provision for loss on investment in subsidiaries

Provision for other losses Employee benefit obligations

Deferred tax liabilities (net)

Other non-current liabilities

1,659,333

3,704,832

1,948,971

85,545,748

65,351,484

49,767,218

5,191,022

74,813,289 -

2,949,109 56,707,234 -

1,421,989 43,509,995 -

17,156,186

6,017,390

9,473,070

11,007,788

916,094

9,330,773

Total non-current liabilities

1,217,486,323

1,552,961,816

73,948,064

93,027,295

65,675,926

67,021,562

Total liabilities

3,116,767,830

2,838,446,289

1,364,463,990

1,316,444,424

873,754,043

694,982,730

Annual Report 2015 4

119 The accompanying notes pages ThePublic accompanying notes on onLimited pages 14 14 to to 70 70 are are an an integral integral part part of of these these interim interim financial financial information. information. RS Company

Statement of Financial Position (Cont’d) RS Public Company Limited

Statement of Financial Position

2015 AsAsatat 3131December December 2015

Consolidated

Notes

Company Company

Restated

31 December

1 January

2015

2014

Baht

1,026,000,280

Restated

31 December

1 January

2015

2014

Baht

1,026,000,280

Liabilities and shareholders’ equity (Cont’d)

Shareholders’ equity

Share capital

25.1

Authorised share capital 1,026,000,280 ordinary shares of par Baht 1 each 1,013,891,880 ordinary shares of par Baht 1 each

1,013,591,880

Issued and fully paid-up share capital 953,866,816 ordinary shares of per Baht 1 each

953,866,816

1,022,346,046 ordinary shares of par Baht 1 each

1,022,346,046

1,009,937,646 ordinary shares of par Baht 1 each

1,009,937,646

Premium on share capital

25.1

Treasury shares

25.2

Advance received for share capital

255,824,816 -

1,009,937,646

255,224,632

193,593,325

(74,671,816)

30,061,063

255,824,816

255,224,632

193,593,325

(74,671,816)

30,061,063

Difference between the purchase price of investment in subsidiaries under common control and their net book value

(16,593,840)

91,780,991

69,910,358

52,994,862

74,671,816

375,900,765

382,380,696

368,431,859

1,716,850,378

1,713,267,892

1,582,354,085

10,308,400

30,060,669

2,992,523

Total shareholders’ equity

1,727,158,778

1,743,328,561

1,585,346,608

2,027,835,325

1,708,474,657

1,577,572,711

Total liabilities and shareholders’ equity

4,843,926,608

4,581,774,850

2,949,810,598

3,344,279,749

2,582,228,700

2,272,555,441

Retained earnings Appropriated legal reserve Appropriated treasury share reserve Unappropriated

Total parent’s equity Non-controlling interests

91,780,991

69,910,358

52,994,862

74,671,816

670,291,872

360,993,621

347,056,645

2,027,835,325

1,708,474,657

1,577,572,711

5 8

MEDIA REVOLUTIONIST

RS Public Company Limited

Statement of Comprehensive Income RS Public Company Limited

Statement of Comprehensive Income

ended 31 December 2015 AsForatthe31year December 2015

Consolidated

Company

Restated Notes

Restated

2015

2014

2015

2014

Baht

Revenue Revenue from media

2,246,138,300

3,356,834,829

882,103,508

883,264,569

Revenue from music distribution

374,962,586

457,816,856

323,351,395

405,395,848

Revenue from event business

796,019,155

458,514,472

750,123,332

321,838,996

Revenue from other services

311,586,345

33,285,277

53,262,037

105,535,215

3,728,706,386

4,306,451,434

2,008,840,272

1,716,034,628

(2,706,851,881)

(2,941,074,003)

(1,468,576,478)

(1,449,738,041)

1,021,854,505

1,365,377,431

540,263,794

266,296,587

50,803,881

26,925,280

539,148,230

535,271,473

1,072,658,386

1,392,302,711

1,079,412,024

801,568,060

Total revenue and services income Cost of sales and services Gross profit Other income

Profit before expenses Selling expenses

(207,026,213)

(207,553,838)

(70,550,083)

(69,752,854)

Administrative expenses

(665,431,005)

(627,868,692)

(549,996,616)

(482,599,422)

(35,076,889)

55,858,982

Allowance for impairment on investment in subsidiaries

Other expenses

Finance costs

Profit (loss) before income tax Income tax credit (expense) Profit (loss) for the year

664,290

(3,983,057)

(1,052,334)

(914,882)

(81,084,844)

(77,801,756)

(4,751,313)

(7,175,312)

119,780,614

475,095,368

417,984,789

296,984,572

12,329,876

(107,451,734)

19,427,875

43,186,869

132,110,490

367,643,634

437,412,664

340,171,441

Other comprehensive income Items that will not be reclassified to profit of loss - actuarial gain on defined employee benefit plan

1,567,124

2,044,733

- Change in deferred tax asset on actuatial gain on defined employee benefit plan Total comprehensive income (loss) for the year

Annual Report 2015

132,110,490

(313,424) 368,897,334

437,412,664

(408,947) 341,807,227

121 The accompanying notes on pages 14 to 70 are an integral part of these interim financial information. RS Public Company Limited

Statement of Comprehensive Income (Contâ&#x20AC;&#x2122;d) RS Public Company Limited

Statement of Comprehensive Income

ended 31 December AsForatthe31year December 2015 2015

Consolidated

Company

Restated

2015

2014

2015

2014

Baht

121,634,482

340,975,070

437,412,664

340,171,441

10,476,008

26,668,564

132,110,490

367,643,634

437,412,664

340,171,441

121,634,482

341,819,088

437,412,664

341,807,227

10,476,008

27,078,246

132,110,490

368,897,334

437,412,664

341,807,227

32.1

0.1208

0.3465

0.4345

0.3453

32.2

0.3465

0.3453

Notes Profit (loss) attributable to Equity holders of the parent Non - controlling interests

Total comprehensive income (loss) attributable to Equity holders of the parent Non - controlling interests

Earnings per share for profit attributable to the equity holders of the parent Basic earnings per share (Baht)

Diluted earnings per share for profit attributable to the equity holders of the parent Diluted earnings per share (Baht)

Annual Report 2015

Closing balance as at 31 December 2014

1,022,346,046

- Actuarial gain on defined employee benefits plan

Total Comprehensive income for the year (Restated)

255,224,632

Other comprehensive income

Legal reserve

61,631,307

193,593,325

premium

Dividends payment

68,479,230

953,866,816

share capital

Note

(74,671,816)

(16,593,840)

net book value

control and their

fully paid-up

Treasury

in subsidiaries under common

of investments

purchase price

between the

issued and Share

Consolidated (Baht)

(30,016,063)

30,061,063

subscription

from share

received

Advance

69,910,358

16,915,496

52,994,862

reserve

Legal

Treasury

74,671,816

shares reserve

Appropriated

Retained earnings

For the year ended 31 December 2014 Attributable to owners of the parent Difference

Authorised,

Advance received from share subscription

Increase in share capital

Changes in shareholder's equity for the year

Opening balance as at 1 January 2014 - as restated

Retrospective adjustment

- as previously reported

Opening balance as at 1 January 2014

For the year ended 31 December 2015

As at 31 December 2015

Statement of Changes in Shareholdersâ&#x20AC;&#x2122; Equity

RS Public Company Limited

Statement of Changes in Shareholdersâ&#x20AC;&#x2122; Equity

RS Public Company Limited

382,380,696

340,975,070

844,018

(16,915,496)

(310,954,755)

368,431,859

15,090,027

353,341,832

Unappropriated

Total

1,713,312,892

340,975,070

844,018

(310,954,755)

(30,016,063)

130,110,537

1,582,354,085

15,090,027

1,567,264,058

the parent

owners of

Non-

30,060,669

26,668,564

409,682

(10,100)

2,992,523

interests

controlling

1,743,373,561

367,643,634

1,253,700

(310,964,855)

(30,016,063)

130,110,537

1,585,346,608

15,090,027

1,570,256,581

Total

MEDIA REVOLUTIONIST

Closing balance as at 31 December 2015

Total comprehensive income for the period

1,009,937,646

Dividends payment

Legal reserve

(12,408,400)

1,022,346,046

share capital

25.2

25.1

Notes

255,824,816

(39,938,917)

40,539,101

255,224,632

premium

52,347,317

22,324,499

(74,671,816)

(16,593,840)

net book value

control and their

fully paid-up

Treasury

in subsidiaries under common

of investments

purchase price

issued and Share

Difference between the

subscription

from share

received

Advance

91,780,991

21,870,633

69,910,358

reserve

Legal

Treasury

(74,671,816)

74,671,816

shares reserve

Appropriated

Retained earnings

For the year ended 31 December 2015

Consolidated (Baht)

Attributable to owners of the parent

Authorised,

Treasury shares reserve

in share capital of subsidiary

Decrease in non-controlling interests from decrease

in treasury shares

Decrease in share capital from decreasing

Resale of treasury shares

Changes in shareholder's equity for the year

Opening balance as at 1 January 2015 - as restated

Retrospective adjustment

- as previously reported

Opening balance as at 1 January 2015

For the year ended 31 December 2015

As at 31 December 2015

Statement of Changes in Shareholders’ Equity

RS Public Company Limited

Statement of Changes in Shareholders’ Equity (Cont’d)

RS Public Company Limited

375,900,765

121,634,482

(180,915,596)

(21,870,633)

74,671,816

382,380,696

(15,205,077)

397,585,773

Unappropriated

Total

1,716,850,378

121,634,482

(180,915,596)

62,863,600

1,713,267,892

(15,205,077)

1,728,472,969

the parent

owners of

Non-

10,308,400

10,476,008

(11,478,277)

(18,750,000)

30,060,669

interests

controlling

1,727,158,778

132,110,490

(192,393,873)

(18,750,000)

62,863,600

1,743,328,561

(15,205,077)

1,758,533,638

Total

123

Annual Report 2015 -

1,022,346,046

255,224,632

61,631,307

193,593,325

(74,671,816)

The accompanying notes on pages 14 to 70 are an integral part of these interim financial information.

Closing balance as at 31 December 2014

Total comprehensive income loss for the year (Restated)

defined employee benefit plan (net)

Other comprehensive invome actuarial gain on

68,479,230

953,866,816

Legal reserve

Treasury

(30,061,063)

30,061,063

subscription

from share

fully paid-up premium

received

share capital

Advance

69,910,358

16,915,496

52,994,862

reserve

Legal

Treasury

74,671,816

shares reserve

Appropriated

Retained earnings

Attributable to owners of the parent

issued and

Dividends payment

Notes

Company (Baht) For the year ended 31 December 2014

Authorised,

Advance received from share subscription

Increase in share capital

Changes in shareholders’ equity for the year

Opening balance as at 1 January 2014 - as restated

Retrospective adjustment

- as previously reported

Opening balance as at 1 January 2014

For the year ended 31 December 2015

As at 31 December 2015

Statement of Changes in Shareholders’ Equity

RS Public Company Limited

Statement of Changes in Shareholders’ Equity (Cont’d)

RS Public Company Limited

360,993,621

340,171,441

1,635,786

(16,915,496)

(310,954,755)

347,056,645

12,634,834

334,421,811

Unappropriated

1,708,474,657

340,171,441

1,635,786

(310,954,755)

(30,061,063)

130,110,537

1,577,572,711

12,634,834

1,564,937,877

Total

MEDIA REVOLUTIONIST

1,009,937,646

255,824,816

(39,938,917)

40,539,101

255,224,632

premium

The accompanying notes on pages 14 to 70 are an integral part of these interim financial information.

Closing balance as at 31 December 2015 - as restated

Dividend payment

Total comprehensive income (loss) for the year

Legal reserve 26

(12,408,400)

1,022,346,046

share capital

fully paid-up

issued and

Authorised,

Treasury shares reserve

25.1 25.1

Resale of treasury shares

Notes

Decrease in share capital

Changes in shareholders’ equity for the period

Opening balance as at 1 January 2015 - as restated

Retrospective adjustment

- as previously reported

Opening balance as at 1 January 2015

ended 31 December AsForatthe31yearDecember 2015 2015

Statement of Changes in Shareholders’ Equity (Cont'd)

RS Public Company Limited

52,347,317

22,324,499

(74,671,816)

Treasury

91,780,991

21,870,633

69,910,358

reserve

Legal

Treasury

(74,671,816)

74,671,816

shares reserve

Appropriated

Retained earnings

Attributable to owners of the parent

For the year ended 31 December 2015

Company (Baht)

Statement of Changes in Shareholders’ Equity (Cont’d)

RS Public Company Limited

670,291,872

437,412,664

(180,915,596)

(21,870,633)

74,671,816

360,993,621

14,087,415

346,906,206

Unappropriated

2,027,835,325

437,412,664

(180,915,596)

62,863,600

1,708,474,657

14,087,415

1,694,387,242

Total

125

MEDIA REVOLUTIONIST

RS Public Company Limited

Statement of Cash Flows RS Public Company Limited Statement of Cash Flows

ended 31 December 2015 AsForatthe 31year December 2015

Consolidated

Company

Restated

2015

2014

2015

2014

Baht

119,780,614

475,095,368

417,984,789

296,984,572

14, 15,16, 29

546,666,741

1,078,491,128

88,988,709

356,050,541

19,175,827

4,294,404

2,661,161

1,916,284

(3,114,451)

2,635,164

Notes Cash flows from operating activities Profit (loss) before income tax Adjustments: Depreciation and amortisation Allowance for doubtful accounts Allowance for doubtful in recoverable of withholding tax

Allowance for doubtful accounts for short-term loans to related companies (reversal) Allowance for obsolete inventories (reversal)

33 d) 9

Loss from inventories destruction

3,888,845

Reversal of provision for goods returned (Reversal of) allowance for impairment - intangible assets

29,915,367

(7,490,556) -

(10,574,774)

(591,341)

(3,630,215)

(6,061,236)

3,888,845

(22,369,059)

(37,732,516)

(22,369,059)

(37,559,289)

(4,490,167)

19,719,003

15,802,735

15,647,439

Allowance for impairment - other current assets and other non-current assets

11, 19

672,755

(302,179)

(138,802)

76,969

303,337

89,723

49,370,541

(2,949,109)

Allowance for impairment - investment in an associated company (Reversal of) allowance for impairments - investments in subsidiaries Reversal of provision for loss on investment in subsidiaries Loss from write-off investment in subsidiaries

1,527,120 1,199,900

(Reversal of) provision for litigation case

(2,045,499)

1,755,861

(Gain) loss on disposal of property, plant and equipment

(744,323)

305,673

509,063

(Gain) loss on write-off property, plant and equipment

807,675

(27,945)

412,045

Employee benefit obligations

20,194,264

Dividend income

Interest income

(2,454,665)

Finance costs - interest expense

81,084,844 787,272,105

1,628,857,191

17,151,390

(58,661,111)

18,106,055

15,521,825

(369,578,855)

(407,907,925)

(2,957,028)

(19,099,399)

(16,324,064)

77,801,756

4,751,313

7,175,312

173,695,053

169,407,041

Changes in working capital Trade and other accounts receivable

205,862,089

(36,909,643)

(228,559,402)

(10,436,980)

Inventories

(90,133,029)

(60,365,313)

(49,342,837)

11,977,331

Value added tax

(24,203,392)

(17,329,650)

(641,099)

Other current assets

(91,212,310)

8,311,899

(94,040,584)

3,163,540

5,189,222

10,857,469

4,316,968

8,277,053

Other non-current assets Trade and other accounts payable

588,819,879

(6,302,983)

Withholding tax payable

(11,388,929)

7,849,487

Other courrent liabilities Other non-current liabilities

47,557 11,138,796

139,136 (3,455,680)

646,929,951 1,081,495 10,091,694

(6,196,653)

3,805,373 (2,160,272) (8,414,679)

Cash generated from operating activities before interest income received, finance costs paid and income tax paid Withholding tax refunded Income tax paid Net cash generated from (used in) operating activities

Annual Report 2015

1,381,391,988

1,531,651,913

463,531,239

12,297,788

882,946

12,297,788

(192,056,271) 1,201,633,505

(155,875,054) 1,376,659,805

169,421,754 -

(32,922,621)

(37,107,181)

442,906,406

132,314,573

127

accompanying notes on pages 14 to 70 are an integral part of these interim financial information. RS The Public Company Limited

Statement of Cash Flows (Contâ&#x20AC;&#x2122;d) RS Public Company Limited

Statement of Cash Flows (Cont'd)

year ended 312015 December 2015 As atFor31theDecember

Consolidated

Notes Cash flows from investing activities Interest income received Increase in short-term loans to related companies Receipts from short-term loans to related companies Decrease in short-term loans to employees Payments on investments in subsidiaries Short-term investment-12-month fixed deposits Receipts from decrease in share capital of subsidiaries Receipts from dividend income Purchases of property, plant and equipment Proceeds from disposals of property, plant and equipment Purchases of intangible assets Proceeds from disposals intangible assets

2015 Baht

Company

Restated 2014 Baht

2015 Baht

Restated 2014 Baht

2,470,534 (68,500,000) 68,500,000 59,101 (57,462) (88,983,784) 8,693,737 (274,408,741) 530,895

3,139,315 (91,000,000) 91,000,000 40,970 (73,900) (141,258,097) 472,516 (550,934,305) -

16,236,570 (338,500,000) 184,500,000 93,750,000 379,079,203 (70,385,388) 248,598 (10,884,255) -

14,668,195 (833,120,000) 670,000,000 77,364 (196,000,000) 365,409,115 (131,516,931) 112,131 (253,340,067) -

(351,695,720)

(688,613,501)

254,044,728

(363,710,193)

(13,364,724) 470,000,000 (470,000,000) (10,216,316)

(26,194,544) 755,000,000 (755,000,000) 65,000,000 (351,915,000) (6,132,904)

(4,939,309) 370,000,000 (370,000,000) (10,216,316)

(5,637,146) 755,000,000 (755,000,000) (6,132,904)

(302,500,000) (180,915,596) (11,478,277) (18,750,000) 62,863,600

(340,500,000) (8,000,000) (310,954,755) (10,100) 100,049,474 -

127,500,000 (325,545,000) (180,915,596) 62,863,600

719,000,000 (518,000,000) (310,954,755) 100,049,474 -

(474,361,313)

(878,657,829)

(331,252,621)

(21,675,331)

Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, opening balance

375,576,472 381,535,315

(190,611,525) 572,146,840

365,698,513 152,912,614

(253,070,951) 405,983,565

Cash and cash equivalents, closing balance

757,111,787

381,535,315

518,611,127

152,912,614

9,038,606

19,458,815

8,817,124

17,887,359

33 d) 33 d)

Net cash receipts (payments) from investing activities Cash flows from financing activities Interest expense paid Proceeds from short-term loans from financial institutions Payments on short-term loans from financial institutions Proceeds from long-term loans from financial institutions Payments on long-term loans from financial institutions Payments on liability under finance lease agreements Advance payment of license for operation right in spectrum of digital television Proceeds from short-term loans from related companies Payments on short-term loans from related companies Dividend paid Decrease in non-controlling interests from dividend payment Decrease in non-controlling interests from decrease capital Proceeds from increase in share capital Receipts from resale of treasury shares

33 e) 33 e) 26 25.3 25.2

Net cash payments from financing activities

Non-cash transactions and additional information: Outstanding payables arising from purchases of property, plant and equipment as at 31 December Outstanding payable arising from purchase of property, plant and equipment under finance lease agreement as at 31 December Payable for cost of license for oparation right in spectrum of digital television as at 31 December Outstanding payable arising from staff transferred as at 31 December Outstanding receivables arising from disposals of property, plant and equipment as at 31 December Outstanding receivables arising from disposals of intangible assets as at 31 December Decrease in treasury shares Decrease in premium on share capital from decreasing in treasury shares

9,960,000 -

1,702,942,482

9,960,000

279,853

5,945,521

25.2

(52,347,317)

500,679 (52,347,317)

25.2

39,938,917

MEDIA REVOLUTIONIST

RS Public Company Limited

Notes to the Consolidated and Company Financial Statements RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

For the year ended 31 December 2015 1

General information RS Public Company Limited (the “Company”) is incorporated as a limited company registered in Thailand on 17 April 1992 and on 15 January 2003, the Company converted to be a public company limited and listed on the Stock Exchange of Thailand on 22 May 2003. The address of the Company’s registered office is as follows: 419/1 Soi Ladphao 15, Ladphao Road, Jompon, Jatujak, Bangkok, Thailand. For reporting purposes, the Company and its subsidiaries are referred to as ‘the Group’. The principal business operations of the Group are entertainment business including media, music distribution, showbiz and other business supporting the Group’s core business. These consolidated and company financial statements has been approved by the Board of Directors on 24 February 2016.

Accounting policies The principal accounting policies applied in the preparation of these consolidated and company financial statements are set out below: 2.1

Basis of preparation The consolidated and company financial statements have been prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Financial Reporting Standards issued under the Accounting Profession Act B.E.2547, and the financial reporting requirements of the Securities and Exchange Commission under Securities and Exchange Act. Where necessary, the comparative figures have been adjusted and reclassified to conform with changes in the presentation in the current period as presented in Note 6. The consolidated and company financial statements have been prepared under the historical cost convention except otherwise disclosed in the accounting policies below. The preparation of financial statements in conformity with Thai generally accepted accounting principles requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated and company financial statements are disclosed in Note 4. An English version of the consolidated and company financial statements have been prepared from the statutory financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language statutory financial statements shall prevail.

Annual Report 2015

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

129

Accounting policies (Cont’d) 2.2

New financial reporting standards, accounting standards and amendments to financial reporting standards and related interpretations 2.2.1 New financial reporting standards, accounting standards and amendments to financial reporting standards and related interpretations which are effective for the periods beginning on or after 1 January 2015 a)

Amendments to accounting standard, financial reporting standards and related interpretations with a significant changes are as follows: TAS 1 (revised 2014) TAS 16 (revised 2014) TAS 19 (revised 2014) TAS 27 (revised 2014) TAS 28 (revised 2014) TAS 34 (revised 2014) TFRS 10 TFRS 11 TFRS 12 TFRS 13 TFRIC 14 TFRIC 20

Presentation of financial statements Property, plant and equipment Employee benefits Separate financial statements Investments in associates and joint ventures Interim financial reporting Consolidated financial statements Joint arrangements Disclosure of interests in other entities Fair value measurement TAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction Stripping costs in the production phase of a surface mine

TAS 1 (revised 2014), the main change is that a requirement for entities to group items presented in ‘other comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendments do not address which items are presented in OCI. This standard has no impact to the Group’s financial statements. TAS 16 (revised 2014) indicates that spare part, stand-by equipment and servicing equipment are recognised as PPE when they meet the definition of PPE. Otherwise, such items are classified as inventory. This standard has no impact to the Group’s financial statements. TAS 19 (revised 2014), the key changes are (a) actuarial gains and losses are renamed ‘remeasurements’ and will be recognised immediately in ‘other comprehensive income’ (OCI). Actuarial gains and losses will no longer be deferred using the corridor approach or recognised in profit or loss; and (b) past-service costs will be recognised in the period of a plan amendment; unvested benefits will no longer be spread over a future-service period. This standard has no impact to the Group’s financial statements. TAS 27 (revised 2014) provide the requirements relating to separate financial statements. This standard has no impact to the Group’s financial statements. TAS 28 (revised 2014) provide the requirements for investment in associates and joint ventures accounted by equity method. This standard has no impact to the Group’s financial statements. TAS 34 (revised 2014), the key change is the disclosure requirements for operating segment. An entity shall disclose information of a measure of total assets and liabilities for a particular reportable segment if such amounts are regularly provided to the chief operating decision maker and if there has been a material change from the amount disclosed in the last annual financial statements for that reportable segment. This standard has no impact to the Group’s financial statements.

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Accounting policies (Cont’d) 2.2

Amendments to accounting standard, financial reporting standards and related interpretations with a significant changes are as follows: (Cont’d) TFRS 10 has a single definition of control and supersedes the principles of control and consolidation included within the original TAS 27, ‘Consolidated and separate financial statements’. The standard sets out the requirements for when an entity should prepare consolidated financial statements, defines the principles of control, explains how to apply the principles of control and explains the accounting requirements for preparing consolidated financial statements. The key principle in the new standard is that control exists, and consolidation is required, only if the investor possesses power over the investee, has exposure to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect its returns. This standard has no impact to the Group’s financial statements. TFRS 11 defined that a joint arrangement is a contractual arrangement where at least two parties agree to share control over the activities of the arrangement. Unanimous consent toward decisions about relevant activities between the parties sharing control is a requirement in order to meet the definition of joint control. Joint arrangements can be joint operations or joint ventures. The classification is principle based and depends on the parties’ exposure in relation to the arrangement. When the parties’ exposure to the arrangement only extends to the net assets of the arrangement, the arrangement is a joint venture. Joint operations have rights to assets and obligations for liabilities. Joint operations account for their rights to assets and obligations for liabilities. Joint ventures account for their interest by using the equity method of accounting. This standard has no impact to the Group’s financial statements. TFRS 12 require entities to disclose information that helps readers of financial statements to evaluate the nature of risks and financial effects associated with the entity’s interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities. This standard has no impact to the Group’s financial statements. TFRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across TFRSs. This standard has no impact to the Group’s financial statements, except for disclosures. TFRIC 14 this interpretation applies to all post-employment defined benefits and other long-term employee benefits. For the purpose of this interpretation, minimum funding requirements are any requirements to fund a post-employment or other long-term benefit plan. This interpretation explains how the pension asset or liability may be affected by a statutory or contractual minimum funding requirement. This standard has no impact to the Group’s financial statements. TFRIC 20 this interpretation sets out the accounting for overburden waste removal (stripping) costs in the production phase of a surface mine. This standard has not relevant to the Group.

Annual Report 2015 16

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

131

Accounting policies (Contâ&#x20AC;&#x2122;d) 2.2

New financial reporting standards, accounting standards and amendments to financial reporting standards and related interpretations 2.2.1 New financial reporting standards accounting standards and amendments to financial reporting standards and related interpretations which are effective for the periods beginning on or after 1 January 2015 (Contâ&#x20AC;&#x2122;d) b)

Amendments accounting standards and financial reporting standards and related interpretation with minor changes and do not have impact to the Group are as follows: TAS 2 (revised 2014) TAS 7 (revised 2014) TAS 8 (revised 2014) TAS 10 (revised 2014) TAS 11 (revised 2014) TAS 12 (revised 2014) TAS 17 (revised 2014) TAS 18 (revised 2014) TAS 20 (revised 2014) TAS 21 (revised 2014) TAS 23 (revised 2014) TAS 24 (revised 2014) TAS 26 (revised 2014) TAS 29 (revised 2014) TAS 33 (revised 2014) TAS 36 (revised 2014) TAS 37 (revised 2014) TAS 38 (revised 2014) TAS 40 (revised 2014) TFRS 2 (revised 2014) TFRS 3 (revised 2014) TFRS 5 (revised 2014) TFRS 6 (revised 2014) TFRS 8 (revised 2014) TSIC 10 (revised 2014) TSIC 15 (revised 2014) TSIC 25 (revised 2014) TSIC 27 (revised 2014) TSIC 29 (revised 2014) TSIC 31 (revised 2014) TSIC 32 (revised 2014) TFRIC 1 (revised 2014) TFRIC 4 (revised 2014) TFRIC 5 (revised 2014) TFRIC 7 (revised 2014) TFRIC 10 (revised 2014) TFRIC 12 (revised 2014) TFRIC 13 (revised 2014) TFRIC 15 (revised 2014) TFRIC 17 (revised 2014) TFRIC 18 (revised 2014)

Inventories Statement of cash flows Accounting policies, changes in accounting estimates and errors Events after the reporting period Construction contracts Income taxes Leases Revenue Accounting for government grants and disclosure of government assistance The effects of changes in foreign exchange rates Borrowing costs Related party disclosures Accounting and reporting by retirement benefit plans Financial reporting in hyperinflationary economies Earnings per share Impairment of assets Provisions, contingent liabilities and contingent assets Intangible assets Investment property Share-based payment Business combinations Non-current assets held for sale and discontinued operations Exploration for and evaluation of mineral resources Operating segments Government assistance - No specific relation to operating activities Operating leases - Incentives Income taxes - changes in the tax status of an entity or its shareholders Evaluating the substance of transactions involving the legal form of a lease Service concession arrangements: Disclosures Revenue - barter transactions involving advertising services Intangible assets - Web site costs Changes in existing decommissioning, restoration and similar liabilities Determining whether an arrangement contains a lease Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds Applying the restatement approach under TAS29 Financial reporting in hyperinflationary economies Interim financial reporting and impairment Service concession arrangements Customer loyalty programmes Agreements for the construction of real estate Distributions of non-cash assets to owners Transfers of assets from customers

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Accounting policies (Cont’d) 2.2

New financial reporting standards, accounting standards and amendments to financial reporting standards and related interpretations (Cont’d) 2.2.2 New financial reporting standards, amendments accounting standards and financial reporting standards and related interpretations which are effective for the periods beginning on or after 1 January 2016. These standards are not early adopted. a)

Amendments accounting standards and financial reporting standards and related interpretation with major changes to the Group are as follows: TAS 16 (revised 2015) TAS 19 (revised 2015) TAS 24 (revised 2015) TAS 27 (revised 2015) TAS 36 (revised 2015) TAS 38 (revised 2015) TAS 40 (revised 2015) TAS 41 TFRS 2 (revised 2015) TFRS 3 (revised 2015) TFRS 4 (revised 2015) TFRS 8 (revised 2015) TFRS 10 (revised 2015) TFRS 12 (revised 2015) TFRS 13 (revised 2015) TFRIC 21

Property, plant and equipment Employee benefits Related party disclosures Separate financial statements Impairment of assets Intangible assets Investment property Agriculture Share-based payment Business combinations Insurance contracts Operating segments Consolidated financial statements Disclosure of interests in other entities Fair value measurement Levies

TAS 16 (revised 2015),’Property, plant and equipment’ clarifies how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model. TAS 19 (revised 2015), ‘Employee benefits’ is amended to apply to contributions from employees or third parties to defined benefit plans and to clarify the accounting treatment of such contributions. The amendment distinguishes between contributions that are linked to service only in the period in which they arise and those linked to service in more than one period. TAS 24 (revised 2015),’Related party disclosures’ includes as a related party an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity (the ‘management entity’). Disclosure of the amounts charged to the reporting entity is required. TAS 27 (revised 2015) allows an investment entity that is exempted from consolidating its subsidiaries presenting separate financial statements as its only financial statements. It requires the investment entity to measure its investment in subsidiaries at fair value through profit or loss. TAS 36 (revised 2015), ‘Impairment of assets’ is amended to provide additional disclosure requirement when the recoverable amount of the assets is measured at fair value less costs of disposal. The disclosures include 1) the level of fair value hierarchy, 2) when fair value measurement categorised within level 2 and level 3, disclosures is required for valuation technique and key assumption. TAS 38 (revised 2015), ‘Intangible assets’ is amended to clarify how the gross carrying amount and the accumulated amortisation are treated where an entity uses the revaluation model.

Annual Report 2015 18

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

133

Accounting policies (Cont’d) 2.2

Amendments accounting standards and financial reporting standards and related interpretation with major changes to the Group are as follows: (Cont’d) TAS 40 (revised 2015),’Investment property’ clarifies that TFRS 3 should be applied when determining whether an acquisition of an investment property is a business combination. TAS 41, ‘Agriculture’ requires biological assets including agricultural produce, harvested product of the entity’s biological assets, to be measured at fair value less cost to sell. The practical guide on TAS 41 issued by the FAP excludes bearer plant from the scope of TAS 41. The guide required bearer plant to be measured at cost less accumulated depreciation and impairment losses, if any, according to TAS 16. TFRS 2 (revised 2015), ‘Share based payments’ clarifies the definition of a ‘vesting condition’ and separately defines ‘performance condition’ and ‘service condition’. TFRS 3 (revised 2015), ‘Business combinations’ clarifies i) an obligation to pay contingent consideration which meets the definition of a financial instrument as a financial liability or equity, on the basis of the definitions in TAS 32, ‘Financial instruments: Presentation’ (when announced) or other applicable standards. It also clarifies that all non-equity contingent consideration is measured at fair value at each reporting date, with changes in value recognised in profit and loss, and ii) TFRS 3 does not apply to the accounting for the formation of any joint venture under TFRS 11. TFRS 4 (revised 2015) applies to all insurance contracts (including reinsurance contracts) that an entity issues and to reinsurance contracts that it holds. This standard is not relevant to the Group’s operations. TFRS 8 (revised 2015), ‘Operating segments’ requires disclosure of the judgements made by management in aggregating operating segments. It is also amended to require a reconciliation of segment assets to the entity’s assets when segment assets are reported to chief operating decision maker. TFRS 10 (revised 2015) ‘Consolidated financial statements’ is amended to define an investment entity and introduce an exception from consolidation. These amendments mean that many funds and similar entities will be exempt from consolidating most of their subsidiaries. Instead, they will measure them at fair value through profit or loss. TFRS 12 (revised 2015) introduces disclosures that an investment entity needs to disclose. TFRS 13 (revised 2015), ’Fair value measurement’ is amended to clarify that the portfolio exception in TFRS 13 applies to all contracts (including non-financial contracts) within the scope of TAS 39 (when announced) or IFRS 9 (when announced). TFRIC 21, ‘Levies’, the Interpretation addresses the accounting for a liability to pay a levy if that liability is within the scope of TAS 37 (revised 2015). It also addresses the accounting for a liability to pay a levy whose timing and amount is certain. The Group’s management are assessing the impact of those standards to the Group’s financial statements.

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Accounting policies (Cont’d) 2.2

Amendments accounting standards and financial reporting standards and related interpretations with minor changes and do not have impact to the Group are as follows: TAS 1 (revised 2015) TAS 2 (revised 2015) TAS 7 (revised 2015) TAS 8 (revised 2015) TAS 10 (revised 2015) TAS 11 (revised 2015) TAS 12 (revised 2015) TAS 17 (revised 2015) TAS 18 (revised 2015) TAS 20 (revised 2015) TAS 21 (revised 2015) TAS 23 (revised 2015) TAS 26 (revised 2015) TAS 28 (revised 2015) TAS 29 (revised 2015) TAS 33 (revised 2015) TAS 34 (revised 2015) TAS 37 (revised 2015) TFRS 5 (revised 2015) TFRS 6 (revised 2015) TFRS 11 (revised 2015) TSIC 10 (revised 2015) TSIC 15 (revised 2015) TSIC 25 (revised 2015) TSIC 27 (revised 2015) TSIC 29 (revised 2015) TSIC 31 (revised 2015) TSIC 32 (revised 2015) TFRIC 1 (revised 2015) TFRIC 4 (revised 2015) TFRIC 5 (revised 2015) TFRIC 7 (revised 2015) TFRIC 10 (revised 2015) TFRIC 12 (revised 2015) TFRIC 13 (revised 2015) TFRIC 14 (revised 2015) TFRIC 15 (revised 2015) TFRIC 17 (revised 2015) TFRIC 18 (revised 2015) TFRIC 20 (revised 2015)

Presentation of financial statements Inventories Statement of cash flows Accounting policies, changes in accounting estimates and errors Events after the reporting period Construction contracts Income taxes Leases Revenue Accounting for government grants and disclosure of government assistance The effects of changes in foreign exchange rates Borrowing costs Accounting and reporting by retirement benefit plans Investments in associates and joint ventures Financial reporting in hyperinflationary economies Earnings per share Interim financial reporting Provisions, contingent liabilities and contingent assets Non-current assets held for sale and discontinued operations Exploration for and evaluation of mineral resources Joint arrangements Government assistance - No specific relation to operating activities Operating leases - Incentives Income taxes - changes in the tax status of an entity or its shareholders Evaluating the substance of transactions involving the legal form of a lease Service concession arrangements: Disclosures Revenue - barter transactions involving advertising services Intangible assets - Web site costs Changes in existing decommissioning, restoration and similar liabilities Determining whether an arrangement contains a lease Rights to interests arising from decommissioning, restoration and environmental rehabilitation funds Applying the restatement approach under TAS29 Financial reporting in hyperinflationary economies Interim financial reporting and impairment Service concession arrangements Customer loyalty programmes TAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction Agreements for the construction of real estate Distributions of non-cash assets to owners Transfers of assets from customers Stripping costs in the production phase of a surface mine

Annual Report 2015 20

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

135

Accounting policies (Cont’d) 2.3

Group Accounting - Investments in subsidiaries (1)

Subsidiaries Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss. Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in statement of comprehensive income. Intercompany transactions, balances and unrealised gains or loss on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. A list of the Group’s principal subsidiaries is set out in Note 12.

(2)

Transactions and non-controlling interests The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.

RS Public Company Limited Notes to the Consolidated and Company Financial Statements MEDIA REVOLUTIONIST For the year ended 31 December 2015

Accounting policies (Cont’d) 2.3

Group Accounting - Investments in subsidiaries (3)

Associates Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The group’s investment in associates includes goodwill identifies on acquisition. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate. The Group’s share of its associates’ post-acquisition profits or losses is recognised in the profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to share of profit/(loss) of associates in the income statement. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in associates are recognised in the profit or loss. In the Company’s separated financial statements, investments in associates are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. A list of the Group’s principal associates is set out in Note 13.

2.4

Foreign currency translation (a)

Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Thai Baht, which is the Company’s functional and the Company’s presentation currency.

(b)

Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss. When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is recognised in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognised in profit and loss, any exchange component of that gain or loss is recognised in profit and loss.

Annual Report 2015

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

137

Accounting policies (Cont’d) 2.5

Cash and cash equivalents Cash comprises cash on hand, deposit held at call with banks but exclude deposits with banks that are held to maturity, certificates of deposit issued by commercial banks and financial institutions, and restricted deposits. Cash equivalents comprise short-term highly liquid investments with maturities of three months or less from the date of acquisition. In the consolidated and company statements of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less.

2.6

Trade accounts receivable Trade accounts receivable are recognised initially at original invoice amount and subsequently measured at the remaining amount less any allowance for doubtful receivables based on a review of all outstanding amounts at the year-end. The amount of the allowance is the differences between the carrying amount of receivable and the amount expected to be collected. Bad debts are recognised in the profit or loss within administrative expense.

2.7

Inventories Inventories are presented in the statement of financial position at the lower of cost or net realisable value. Cost is determined on the first-in, first-out method. The cost of purchase comprises both the purchase price and costs directly attributable to the acquisition of the inventory, such as import duties and transportation charge, less all attributable discounts. The cost of finished goods and work in process : movie, drama, CD and others comprise direct production cost, making a film and other production cost. Net realisable value is the estimate of the selling price in the ordinary course of business, less the cost of completion and selling expense. Allowance is made, where necessary, for obsolete, slow-moving and defective inventories.

2.8

Plant and equipment Plant and equipment are stated at historical cost less accumulated depreciation and allowance for impairment of assets. Initial cost included other direct cost related to assets acquisition. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Depreciation of other assets is calculated using the straight-line method to write off the cost of each asset, to their residual value over the estimate useful lives as follows: Buildings Buildings improvements Machineries and equipment Furniture, fixtures and office equipment Motor vehicles

20 years 8 years 7 months 5 - 10 years 5 - 10 years 5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Gains and losses on disposal of plant and equipment are calculated by comparing net proceeds from disposal of assets with assets’ carrying amount and are taken into other income and other expenses.

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Accounting policies (Contâ&#x20AC;&#x2122;d) 2.9

License for operation right in spectrum of digital television The digital television licence consists of expenditure that are directly attributable to the acquisition of the commercial digital terrestrial television license at national level for a news channel category, is measured at cash price equivalent instalments discounted to present value using a discount rate, quoted by bank, for this particular purpose less accumulated amortisation and impairment losses. The difference between the cash price equivalent and the total payments to be made is recognised as a financial cost over the license fee payment periods, amortised from the date that it is ready to provide service. Amortisation of digital television license is based on a straight-line basic over the estimated useful lives of years.

2.10

Intangible assets Production cost of drama and showbiz Production cost of drama and showbiz are carried at cost less accumulated amortisation and allowance impairment losses (if any). During the year 2015, the Group changed the amortisation method from amortised based on projected revenues to amortised based on actual on-air times. Copyright of others Copyright of others are carried at cost less accumulated amortisation and impairment losses (if any). The Group amortized copyright base on straight line method over the term of relevant agreements. Copyright of musical master tape Copyright of musical master tape have indefinite useful lives. The Group does not amortised them but tests for any impairment. Computer software Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group is recognised as intangible assets when the following criteria are met: it is technically feasible to complete the software product so that it will be available for use; management intends to complete the software product and use or sell it; there is an ability to use or sell the software product; it can be demonstrated how the software product will generate probable future economic benefits; adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and the expenditure attributable to the software product during its development can be reliably measured. Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an intangible asset in a subsequent period. Computer software development costs recognised as intangible assets are amortised using the straight-line method over their estimated useful lives, which does not exceed 10 years.

Annual Report 2015 24

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

139

Accounting policies (Contâ&#x20AC;&#x2122;d) 2.11

Impairment of assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is the higher of an assetâ&#x20AC;&#x2122;s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

2.12

Leases - where a Group company is the leasee Finance leases The Group leases certain plants and equipment. Leases of plants or equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to profit or loss over the lease period. The plants or equipment acquired under finance leases is depreciated over the shorter period of the useful life of the asset and the lease term. Operating leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

2.13

Borrowings Borrowings are recognised initially at the proceeds received (net of transaction costs incurred). In subsequent periods, borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of reporting date.

2.14

Current and deferred income taxes The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of reporting period in the countries where the companyâ&#x20AC;&#x2122;s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Accounting policies (Contâ&#x20AC;&#x2122;d) 2.14

Current and deferred income taxes (Contâ&#x20AC;&#x2122;d) Deferred tax is recognised, using the liability method, on temporary differences arising from differences between the tax base of assets and liabilities and their carrying amounts in the financial statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax is provided on temporary differences arising from investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.15

Employee benefit obligations Group companies operate various retirement benefits schemes. The Group has both defined benefit and defined contribution plans. A defined contribution plan is a retirement plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Group pays contributions to a separate fund which is managed by an external fund manager in accordance with the provident fund Act. B.E. 2530. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. A defined benefit plan is a retirement plan that is not a defined contribution plan. Typically defined benefit plans define an amount of retirement benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the statement of financial position in respect of defined benefit retirement plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yield of high-quality government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related retirement liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in profit or loss, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period.

Annual Report 2015 26

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

141

Accounting policies (Cont’d) 2.16

Financial assets and financial liabilities Financial assets carried on the statement of financial position include cash and cash equivalents, trade and other accounts receivable, short-term borrowing to a subsidiary, other current assets and other non-current assets. Financial liabilities carried on the statement of financial position include short-term borrowings from financial institutions, trade and other accounts payable, short-term borrowings from related companies, other current liabilities, liability under finance lease agreements, payable for cost of license for operation right in spectrum of digital television and employee benefit obligations. The particular recognition methods adopted are disclosed in the individual accounting policy statements associated with each item. The Company enters into forward foreign currency exchange contracts to protect the Company from movements in exchange rates by establishing the rate at which a foreign currency liability will be settled. The forward foreign currency exchange contracts are not recognised in the financial statements on inception but only when they are settled according to the contract terms.

2.17

Provisions - general Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

2.18

Share capital Ordinary shares and non-redeemable preference shares with (if any) discretionary dividends are classified as equity. Other shares including mandatory redeemable preference shares are classified as liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’ s equity holders until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transact costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

2.19

Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts, and after eliminating sales within the Group. 2.19.1 Revenue from sales of goods Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Accounting policies (Contâ&#x20AC;&#x2122;d) 2.19

Revenue recognition 2.19.2 Revenue from rendering of services a) b) c) d) e) f) g) h)

Revenue from sales of advertising and promotion being the revenue from the sales of advertising media, i.e., the media of TV, radio, modern trade and others, is recognised when service has been provided. Revenue from event is recognised upon performance completed. Revenue from production activity are recognised based on the proportion of completed service. Television station sublease income is recognised over the period of the sublease. Revenue from concert is recognised when the concert has been exhibited. Revenue from artist is recognised when the service has been provided. Revenue from digital downloads are recognised once it has been downloaded. Management income is recognised when service has been provided.

2.19.3 Revenue from copyright a) b)

Revenue from music copyright is recognised once the copyright has been delivered or recognised on a straight-line basis over the agreement period. Revenue from film copyright is recognised when the film have been exhibited.

2.19.4 Revenue from interest income Interest income is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group. 2.19.5 Dividend income Dividend income is recognised when the right to receive payment is established. 2.20

Finance costs Finance costs comprise interest expense and fee from short-term borrowings from a financial institutions and related companies and interest expense from liabilities under finance lease contracts.

2.21

Dividends Dividends and interim dividends are recorded in the consolidated and companyâ&#x20AC;&#x2122;s financial statements in the period in which they are approved by the shareholders and board of directors, respectively.

2.22

Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

Annual Report 2015 28

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

143

Financial risk management 3.1

Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by the finance department. The finance department identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and investment excess liquidity. 3.1.1 Foreign exchange risk The principal finance risk faced by the Group are exchange rate risk as certain transactions are entered into in foreign currencies. Foreign exchange forward contracts are taken out to protect the currency risk in future purchase. However, as at 31 December 2015 and 2014, there are no outstanding foreign exchange forward contract. 3.1.2 Interest rate risk The interest rate risk is the risk that future movements in market interest rates will affect the results of the Company’s operations and its cash flows. The Group’s exposure to interest rate risk relates primarily to its deposits with financial institutions and borrowings. The Group realised that the risk of fluctuation in the interest rate risk did not affect significantly to the Group’s cash flows. However, the management believe that the effect of interest rate fluctuation will not affect materially to the Group. 3.1.3 Credit risk The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. 3.1.4 Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying business, the Group Treasury aims at maintaining flexibility in funding by keeping committed credit lines available.

3.2

Fair value estimation When a financial instrument is traded in an active market, its quoted market price provides the best evidence of fair value. The quoted market price for an asset held or liability to be issued is usually the current bid price and, for an asset to be acquired or liability held, it is the current offer or asking price. When the current bid and offer prices are unavailable, the price of the most recent transaction may provide evidence of the current fair value provided that there has not been a significant change in economic circumstances between the transaction date and the reporting date. When the Group has matching asset and liability positions, it may appropriately use mid-market prices as a basis for establishing fair values. When there is infrequent activity in a market, the market is not well established or small volumes are traded relative to the number of trading units of a financial instrument to be valued, quoted market prices may not be indicative of the fair value of the instrument. In these circumstances, as well as when a quoted market price is not available, estimation techniques may be used to determine the fair value with sufficient reliability to satisfy the Group. Techniques that are well established in financial markets include reference to the current market value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models. In applying discounted cash flow analysis, an enterprise uses a discount rate equal to the prevailing market rate of interest for financial instruments having substantially the same terms and characteristics, including the creditworthiness of the debtor, the remaining term over which the contractual interest rate is fixed, the remaining term for repayment of the principal and the currency in which payments are to be made. The fair values less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments.

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Critical accounting estimates, assumptions and judgements Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below. (a)

Deferred tax Deferred tax assets come from the estimation of some temporary difference effects which is probable to utilise tax benefit. Managementâ&#x20AC;&#x2122;s estimation comes from an assumption based on an available future income and any factors or external exposures which might affect the projected future performance. The Group also considered the utilisation of the past tax losses and assessed the estimation on a conservative basis.

(b)

Employee benefit obligations The present value of the employee benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for employee benefits include the discount rate. Any changes in these assumptions will have an impact on the carrying amount of employee benefit obligations. The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the employee benefit obligations. In determining the appropriate discount rate, the Group considers the market yield of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related employee benefit liability. Other key assumptions for employee benefit obligations are based in part on current market conditions. Additional information is disclosed in Note 23.

(c)

License operation right in spectrum of digital television and intangible assets The initial recognised and measure of license operation right in spectrum of digital television and intangible assets and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows.

Capital risk management The Groupâ&#x20AC;&#x2122;s objectives when managing capital are to safeguard the Groupâ&#x20AC;&#x2122;s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Annual Report 2015 30

145

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Retrospective adjustment and reclassification Retrospective adjustment Deferred tax recognition During the year ended 31 December 2015, the Company corrected an error relating to the deferred tax recognition from temporary differences for employee benefit obligations, allowance for doubtful accounts (not sue but meet the criteria of write-off to bad debt in tax side). License for operation right in spectrum of digital television and allowance for slow moving. The Company corrected by applying retrospective adjustments. License for operation right in spectrum of digital television During the year ended December , the Company corrected an error relating to the Group presented digital television license at cost less accumulated amortisation and recognised digital television license payable initially at cost less attributable transaction charges. Due to the payment term of digital television license is beyond the normal credit term of National Broadcasting and Telecommunications Commission (â&#x20AC;&#x153;NTBCâ&#x20AC;?), the Group is required to compare the cost of digital television license with the cash price equivalent based on present value of instalments at the recognition date and recognise the difference between this amount and the total payments as finance costs over the period of payment term of digital television license. Therefore, the Company corrected by applying retrospective adjustment. Reclassification During the year ended 31 December 2015, the Company reclassified the comparative figures to conform to changes in presentation in current year. The effects from retrospective adjustment and reclassification to the statement of financial position as at 31 December 2014 and the related consolidated and company statements of comprehensive income for the year ended 31 December 2014 and unappropriated retain earnings as at 1 January 2014 and 31 December 2014 are summarised as follows:

As previously reported Baht Unappropriated - retained earnings as at 1 January 2014

353,341,832

Consolidated Debit (Credit) from Debit (Credit) retrospective from adjustment reclassification Baht Baht 15,090,027

After adjustment and reclassification Baht 368,431,859

Consolidated statement of financial position as at 31 December 2014 Current assets Trade account receivable - others (net) Trade accounts receivable and other receivable (net) Inventories (net) Accrued income Revenue Department receivable Value added tax Other current assets

863,142,805 159,855,843 147,699,485 30,592,899 138,922,018

(863,142,805) 1,100,765,448 (53,089,223) (147,699,485) 30,592,899 25,693,651 (132,321,443)

1,100,765,448 106,766,620 25,693,651 6,600,575

313,235,057 74,995,500

74,995,500 (74,995,500)

388,230,557 -

Non-current assets Property, plant and equipment (net) Deposit for broadcasting system equipment License for operation right in spectrum of digital television Intangible assets (net) Deferred tax assets (net)

2,161,816,667 304,326,652 97,723,292

(224,502,140) 24,828,410

68,306,223 -

1,937,314,527 372,632,875 122,551,702

685,558,373

838,126,954

(4,406,669) (206,545,244) (563,155,440) 84,101,631 (152,180,334) 36,734,933 57,379,026 23,338,086

235,348,883 84,101,631 139,136 36,734,933 57,379,026 23,338,086

Current liabilities Trade accounts payable and other payable Current portion of payable for cost of license for operation right in spectrum of digital television Current portion of employee benefit obligations Unearned revenues â&#x20AC;&#x201C; others Accrued expenses Accrued income tax Other current liabilities Provision for goods returned Value added tax Withholding tax payable

152,568,581 302,500,000 4,406,669 206,545,244 563,155,440 152,319,470 -

(67,151,117) -

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Retrospective adjustment and reclassification (Contâ&#x20AC;&#x2122;d) The effects from retrospective adjustment and reclassification to the statement of financial position as at 31 December 2014 and the related consolidated and company statements of comprehensive income for the year ended 31 December 2014 and unappropriated retain earnings as at 1 January 2014 and 31 December 2014 are ummarized as follows: (Contâ&#x20AC;&#x2122;d)

As previously reported Baht

Consolidated Debit (Credit) from Debit (Credit) retrospective from adjustment reclassification Baht Baht

After adjustment and reclassification Baht

Non-current liabilities Payable for cost of license for operation right in spectrum of digital television Provision for other losses Employee benefit obligations Deferred tax liability (net) Other non-current liability Unappropriated - retained earnings as at 31 December 2014

1,584,000,000 60,944,815 6,102,160 9,693,925

(116,406,401) (911,138) -

3,704,832 4,406,669 (3,676,535)

397,585,773

(15,205,078)

1,467,593,599 3,704,832 65,351,484 5,191,022 6,017,390 382,380,696

Consolidated statement of comprehensive income for the year ended 31 December 2014 Revenues Other income

26,619,607

305,673

26,925,280

Expenses Cost of sales and services Administrative expenses Other expenses Amortisation of employee benefit expenses Finance costs Income tax Profit for the year Earnings per share for profit attributable to the equity holders of the parent (Baht)

(2,920,664,109) (649,935,128) (8,591,010) (26,685,649) (118,015,993) 397,625,314

10,171,485 (51,116,107) 10,962,943 (29,981,680)

(26,581,379) 22,066,436 (3,983,057) 8,591,010 (398,684) -

(2,941,074,003) (627,868,692) (3,983,057) (77,801,765) (107,451,734) 367,643,634

0.3770

0.0305

0.3465

0.3770

0.0305

0.3465

(313,424)

Diluted earnings per share for profit attribute to the equity holders of the parent (Baht) Other comprehensive income - Change in deferred tax asset - Actuarial loss

Annual Report 2015 32

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

147

As previously reported Baht Unappropriated â&#x20AC;&#x201C; retained earnings as at 1 January 2014

334,421,811

Company Debit (Credit) from Debit (Credit) retrospective from adjustment reclassification Baht Baht 12,634,834

After adjustment and reclassification Baht 347,056,645

Company statement of financial position as at 31 December 2014 Current assets Trade accounts receivable - Others (net) - Related parties Trade accounts receivable and other receivable (net) Inventory (net) Accrued income Declared dividend Revenue Department receivable Other current assets

260,647,747 256,499,115 7,678,274 104,456,562 136,496,178 2,431,043 47,540,310

(260,647,747) (256,499,115) 797,712,877 (2,094,546) (104,456,562) (136,496,178) (2,431,043) (44,990,855)

797,712,877 5,583,728 2,549,455

74,995,500 (74,995,500) 2,094,546 -

370,172,650 128,038,699 88,366,146

Non-current assets Property, plant and equipment (net) Deposit for broadcasting system equipment Intangible assets (net) Deferred tax assets (net)

295,177,150 74,995,500 125,944,153 74,278,731

14,087,415

Current liabilities Trade accounts payable and others payable Trade accounts payable and others - related parties Current portion of employee benefit obligations Unearned revenues - related parties Unearned revenues - others Accrued expenses Other current liabilities Provision for goods returned Value added tax Withholding tax payable

99,463,875

385,426,649

484,890,524

56,670,641 4,406,669 35,403,079 31,586,607 261,766,322 77,295,901 -

(56,670,641) (4,406,669) (35,403,079) (31,586,607) (261,766,322) (77,295,901) 36,734,933 27,071,760 5,680,585

36,734,933 27,071,760 5,680,585

52,300,565 -

Non-current liabilities Employee benefit obligations Other non-current liability Unappropriated - retained earnings as at 31 December 2014

346,906,206

14,087,415

4,406,669 916,094

56,707,234 916,094

360,993,621

RS Public Company Limited Notes to the Consolidated and Company Financial Statements MEDIA REVOLUTIONIST For the year ended 31 December 2015

As previously reported Baht

Company Debit (Credit) from Debit (Credit) retrospective from adjustment reclassification Baht Baht

After adjustment and reclassification Baht

Company statement of comprehensive income for the year ended 31 December 2014 Revenues Other income

534,624,871

646,602

535,271,473

Expenses Cost of sales and services Administrative expenses Other expenses Amortisation of employee benefit expenses Income tax Profit for year Loss per share for profit attributable to the equity holders of the parent (Baht) Diluted loss per share for profit attribute to to the equity holders of the parent (Baht) Other comprehensive income - Change in deferred tax asset - Actuarial loss

(1,419,941,766) (503,645,675) (7,930,865) 41,437,804 338,309,913

(112,463)

(29,796,275) 21,046,233 (914,882) (7,930,865) 1,861,528

(1,449,738,041) (482,599,442) (914,882) 43,186,869 340,171,441

0.3438

0.0015

0.3453

0.3438

0.0015

0.3453

(408,947)

Cash and cash equivalents Consolidated 2015 Baht Cash on hand Cash at banks - savings accounts - current accounts - 3-month fixed deposits accounts

2014 Baht

Company 2015 Baht

2014 Baht

6,804,963

6,215,577

4,056,559

4,818,404

677,505,069 72,800,736 1,019

374,504,598 814,130 1,009

441,841,839 72,711,710 1,019

147,309,119 784,082 1,009

757,111,787

381,535,314

518,611,127

152,912,614

As at 31 December 2015, savings accounts carry interest at the rates of 0.30% - 1.70% per annum (2014 : 0.40% 1.60% per annum) As at 31 December 2015, fixed deposits accounts (3-month) carry interest at the rates of 0.9% - 1.00% per annum (2014 : 1.10% - 1.25% per annum). 8

Short-term investments Consolidated 2015 Baht Cash at bank fixed deposits accounts (12-month)

4,522,302

2014 Baht

4,464,840

Company 2015 Baht

2014 Baht

As at 31 December 2015, fixed deposits accounts (12-month) carry interest at the rates of 1.00% per annum (2014 : 1.05% per annum).

Annual Report 2015 34

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

149

Trade and other accounts receivable (net)

Note Trade accounts receivable - others - related companies Other accounts receivable - others - related companies Accrued income - others Accrued dividend income Advance payments - employees - related companies Accrued interest income - others - related companies Prepaid expenses - others

33 b)

33 b) 33 b)

Less Allowance for doubtful accounts - Trade accounts receivable - others - Other accounts receivables - others - Accrued income - others - Advance payment - staff - Accrued interest income - others - related companies 33 b) - Prepaid expenses - others

Consolidated Restated 2015 2014 Baht Baht

Company 2015 Baht

Restated 2014 Baht

730,219,610 -

899,891,795 -

258,584,219 529,447,172

294,151,286 256,499,115

53,685,998 -

54,479,118 68,089

46,037,055 -

45,981,830 -

123,040,971 -

153,386,911 -

92,074,160 126,995,830

102,557,285 136,496,178

11,241,829 -

3,450,306 -

2,392,480 142,797

2,045,712 375,447

88,584,614

15,869 101,358,892

9,339,040 51,638,703

6,476,211 43,700,309

1,006,773,022

1,212,650,980

1,116,651,456

888,283,373

(60,499,530)

(36,742,550)

(36,194,460)

(33,503,539)

(53,253,082) (1,760,103) -

(53,841,137) (5,687,425) (58,276)

(45,731,399) (1,760,103) -

(45,731,399) (1,020,094) -

(15,548,644)

(7,500) (15,548,644)

(2,787,070) (6,758,625)

(3,556,839) (6,758,625)

(131,061,359) 875,711,663

(111,885,532) 1,100,765,448

(93,231,657) 1,023,419,799

(90,570,496) 797,712,877

Trade accounts receivable classified by aging are as follows: Consolidated Restated 2015 2014 Baht Baht Others Current Overdue Less than 3 months 3 - 6 months 6 - 12 months Over 12 months

2015 Baht

Restated 2014 Baht

364,700,544

407,971,310

116,215,330

131,725,540

270,706,750 21,168,060 24,990,970 48,653,286

401,877,831 49,164,628 6,238,951 34,639,075

98,025,610 1,849,897 5,327,366 37,166,016

97,239,969 27,701,798 5,564,850 31,919,129

730,219,610

899,891,795

258,584,219

294,151,286

Consolidated Restated 2015 2014 Baht Baht Related companies Current Overdue Less than 3 months 3 - 6 months 6 - 12 months Over 12 months

Company

Company 2015 Baht

Restated 2014 Baht

123,574,107

108,630,638

71,952,455 79,418,617 119,732,553 134,769,440

60,914,526 79,136,932 3,247,839 4,569,180

529,447,172

256,499,115 35

RS Public Company Limited Notes to the Consolidated and Company Financial Statements MEDIA REVOLUTIONIST For the year ended 31 December 2015

Inventories (net) Consolidated Restated 2015 2014 Baht Baht

Company 2015 Baht

Restated 2014 Baht

Finished goods: Films and Music ,Tapes, CDs, VCDs, DVDs, movie and others Beauty products Souvenirs

5,367,046 52,920,879 17,020,844

10,436,364 1,349,112 -

5,366,428 17,020,844

10,425,502 -

Total finished goods

75,308,769

11,785,476

22,387,272

10,425,502

Work in process: movie and others TV Program Telemovies Film Concert and production house Events

1,325,560 3,527,445 1,201,787

898,484 1,944,710 24,330 433,865 2,941,730

30,000 1,015,065

538,650 2,330 47,000 1,474,240

Total work in process

6,054,792

6,243,119

1,045,065

2,062,220

2,463,875 79,498,003 2,591,000 37,667,926

1,062,661 96,370,961 1,877,964

2,463,876 33,108,161

1,062,660 -

Total Less Allowance for obsolete inventories

203,584,365 (40,488,928)

117,340,181 (10,573,561)

59,164,374 (4,336,439)

13,550,382 (7,966,654)

Inventories (net)

163,095,437

106,766,620

54,667,935

5,583,728

Raw material Satellite television receivers Advance payment for inventories Others

The cost of inventories recognised as expense and included in cost of sales in the consolidated and company financial statements amounted to Baht 333,812,861 and Baht 241,197,573 (2014 : Baht 141,829,555 and Baht 14,764,464) respectively. The Company reversed allowance for obsolete inventory which was recognised in the consolidated and company financial statements Baht of 29,915,367 and Baht 3,630,215 (2014 : Baht 7,490,556 and Baht 6,061,236) respectively. The amount reversed has been included in cost of sales in the statement of comprehensive income. 11

Other current assets (net) Consolidated Restated 2015 2014 Baht Baht

Company 2015 Baht

Restated 2014 Baht

Refundable deposits Guarantees Others

94,431,832 2,595,375 1,438,282

2,951,879 2,991,377 1,745,923

94,431,832 1,721,219 1,056,592

608,173 2,088,919 471,967

Less Allowance for impairment

98,465,489 (480,802)

7,253,179 (652,604)

97,209,643 (480,802)

3,169,059 (619,604)

Other current assets (net)

97,984,687

6,600,575

96,782,841

2,549,455

Annual Report 2015

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

151

Investments in subsidiaries (net) Investments in subsidiaries which recorded by the cost method as at 31 December 2015 and 31 December 2014, consisted of:

Company name Operating subsidiaries R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) RS International Broadcasting and Sport Management Co., Ltd. D-Media and Production Co., Ltd. Coolism Co., Ltd. Thai Copyright Collection Co., Ltd. Aladdin House Co., Ltd. Blu Fairy Co., Ltd. Very Well Co., Ltd. (Formerly: Magique (Thailand) Co., Ltd.) Poema Co., Ltd. Non-operating subsidiaries RS In-Store Media Co., Ltd. Bangkok Organizer Co., Ltd. Avant Co., Ltd. R Siam Co., Ltd. S-One Sport Co., Ltd. R.S. Sportmaster Co., Ltd. RS Film and Distribution Co., Ltd.

Nature of business

Registered in

Percentage of shareholding 2015 2014 % %

Digital TV business

Thailand

100%

Event organizer and beauty products Event and sport activity organizer Concert and event organizer Radio business and event organizer Copyrights collection Event organizer Event organizer Event organizer

Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand

100% 83% 100% 100% 100% 100% 100% 100%

Event organizer TV program and event organizer

Thailand Thailand

100% 100%

Media and event organizer Concert and event organizer Event organizer Music production Rental football stadium Production TV Program and event. Distribution Movie and production

Thailand Thailand Thailand Thailand Thailand Thailand Thailand

65% 100% 100% 100% 100% 76% 100%

Annual Report 2015 150,000,000 37,000,000 25,000,000 5,000,000 5,000,000 5,000,000 4,000,000 80,000,000 2,500,000

37,500,000 37,500,000 25,000,000 5,000,000 5,000,000 5,000,000

4,000,000 80,000,000 2,500,000

62,500,000 776,000,000

62,500,000

663,500,000

Total 798,905,511

68,964,625

19,499,300 2,999,300 3,999,300 999,300 33,800,530 2,667,595 4,999,300

729,940,886

3,999,300 80,000,000 2,499,300

191,250,000 32,775,000 5,199,993 4,999,400 4,999,300 4,009,993

199,999,300

200,209,300

2014 Baht

892,655,511

68,964,625

19,499,300 2,999,300 3,999,300 999,300 33,800,530 2,667,595 4,999,300

823,690,886

3,999,300 80,000,000 2,499,300

285,000,000 32,775,000 5,199,993 4,999,400 4,999,300 4,009,993

199,999,300

200,209,300

Cost Method 2015 Baht

(317,172,662)

(57,036,794)

(11,743,799) (221,974) (3,603,596) (33,800,530) (2,667,595) (4,999,300)

(260,135,868)

(75,877,273) (2,499,300)

(154,938,192) (26,821,103) -

(267,802,121)

(56,886,906)

(13,078,309) (479,022) (1,862,150) (33,800,530) (2,667,595) (4,999,300)

(210,915,215)

(76,302,016) (2,499,300)

(105,770,418) (26,343,481) -

481,732,849

11,927,831

7,755,501 2,777,326 395,704 999,300 -

469,805,018

3,999,300 4,122,727 -

36,311,808 5,953,897 5,199,993 4,999,400 4,999,300 4,009,993

199,999,300

624,853,390

12,077,719

6,420,991 2,520,278 2,137,150 999,300 -

612,775,671

3,999,300 3,697,984 -

179,229,582 6,431,519 5,199,993 4,999,400 4,999,300 4,009,993

199,999,300

200,209,300

Carrying value 2015 2014 Baht Baht

200,209,300

Company Allowance for impairment 2015 2014 Baht Baht

2,949,109

1,519,329 73,298 1,356,482

Provision for loss 2015 2014 Baht Baht

369,578,855

608,693 -

57,374,954 183,064,874 12,635,984 1,295,819 498,930

114,099,601

407,907,925

17,176,994 -

144,808,445 12,398,512 1,524,786 -

231,999,188

Dividend income (Note 27) 2015 2014 Baht Baht

The non-controlling interest of the RS International Broadcasting and Sport Management Co., Ltd., RS In-Store Media Co., Ltd. and R.S. Sportmaster Co., Ltd. are not material, the Company therefore did not disclose the financial information of these subsidiaries.

Grand Total

30,000,000 3,000,000 4,000,000 1,000,000 15,000,000 4,500,000 5,000,000

713,500,000

200,000,000

601,000,000

200,000,000

Non-operating subsidiaries RS In-Store Media Co., Ltd. Bangkok Organizer Co., Ltd. Avant Co., Ltd. R Siam Co., Ltd. S-One Sport Co., Ltd. R.S. Sportmaster Co., Ltd. RS Film and Distribution Co., Ltd.

Total

Operating subsidiaries R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) RS International Broadcasting and Sport Management Co., Ltd. D-Media and Production Co., Ltd. Coolism Co., Ltd. Thai Copyright Collection Co., Ltd. Aladdin House Co., Ltd. Blu Fairy Co., Ltd. Very Well Co., Ltd. (Formerly: Magique (Thailand) Co., Ltd.) Poema Co., Ltd. Yaak Co., Ltd.

Paid up capital 2015 2014 Baht Baht

Investments in subsidiaries which recorded by the cost method as at 31 December 2015 and 31 December 2014, consisted of: (Cont’d)

Investments in subsidiaries (net) (Cont’d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

153

Investment in an associated company (net)

Nature of business

Name Idea Power Co., Ltd.

Organizer

Baht Issued and paid-up share capital 2015 2014 Baht Baht 20,000,000

20,000,000

Percentage Percentage of shareholding 2015 2014 Baht Baht 25.00

25.00

Consolidated Investments at equity method Investments at cost method 2015 2014 2015 2014 Baht Baht Baht Baht Investment in Idea Power Co., Ltd. Less Allowance for impairment

5,102,753 -

5,406,090 -

6,303,621 (1,200,868)

6,303,621 (897,531)

Total investment in an associated company (net)

5,102,753

5,406,090

5,102,753

5,406,090

The net movement of investment in associated company for the years ended 31 December 2015 and 2014 comprise: Consolidated 2015 Baht

2014 Baht

Opening net book amount Share of loss for the year

5,406,090 (303,337)

5,495,813 (89,723)

Closing net book amount

5,102,753

5,406,090

Summary of financial information of associated company Financial information of Idea Power Co., Ltd. which are accounted for using the equity method. Summary statement of financial position Idea Power Co., Ltd. As at 31 December 2015 2014 Baht Baht Current assets Non-current assets

Current liabilities Non-current liabilities

Net assets

16,056,439 150,000

15,416,466 493,424

16,206,439

15,909,890

(73,370) -

(42,616) -

(73,370)

(42,616)

16,133,069

15,867,274

Summary statement of comprehensive income Idea Power Co., Ltd. For the year ended 31 December 2015 2014 Baht Baht 20,257,504

1,669,107

Profit before income tax Income tax

336,408 (70,612)

1,039,762 (214,895)

Net profit

265,796

824,867

66,449

206,217

Revenue

Equity method base on percentage of shareholding

Annual Report 2015 3,511,380

Closing net book amount - Restated

Net book amount - Restated 3,511,380

33,740,121 (30,228,741)

3,808,879 3,754,139 686,925 (4,738,563) -

For the year ended 31 December 2014 Opening net book amount - Restated Additions Transfer from construction in progress Write-off - cost - accumulated depreciation Depreciation charge (Note 29) Reversal allowance for impairment

As at 31 December 2014 Cost Less Accumulated depreciation

3,808,879

29,299,057 (25,490,178) -

Buildings and building improvement

Net book amount - Restated

As at 1 January 2014 Cost Less Accumulated depreciation Allowance for impairment

Buildings and equipment (net)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

84,909,536

214,240,652 (129,331,116)

84,909,536

92,635,463 16,425,218 5,215,500 (4,802,508) 4,749,311 (29,735,370) 421,922

92,635,463

197,402,442 (104,345,057) (421,922)

Machineries and equipment

196,334,851

415,289,846 (218,954,995)

196,334,851

190,649,345 42,632,967 6,880,000 (8,866,574) 8,141,589 (43,102,476) -

190,649,345

374,643,453 (183,994,108) -

Furniture, fixtures and office equipment

22,420,962

40,470,555 (18,049,593)

22,420,962

21,949,880 5,041,260 (4,570,178) -

21,949,880

35,429,295 (13,479,415) -

Motor vehicles

Consolidated (Baht)

81,053,828

81,053,828 -

81,053,828

972,925 92,863,328 (12,782,425) -

972,925

972,925 -

Construction in progress and equipment under installation

388,230,557

784,795,002 (396,564,445)

388,230,557

310,016,492 160,716,912 (13,669,082) 12,890,900 (82,146,557) 421,922

310,016,492

637,747,172 (327,308,758) (421,922)

Total

MEDIA REVOLUTIONIST

2,221,024

Closing net book amount

Net book amount 2,221,024

33,252,931 (31,031,907)

3,511,380 626,301 660,000 (1,773,491) 1,601,079 (2,404,245)

For the year ended 31 December 2015 Opening net book amount - Restated Additions Transfer from construction in progress Write-off - cost - accumulated depreciation Depreciation charge (Note 29)

As at 31 December 2015 Cost Less Accumulated depreciation

3,511,380

33,740,121 (30,228,741)

Buildings and building improvement

Net book amount - Restated

As at 1 January 2015 Cost Less Accumulated depreciation

Buildings and equipment (net) (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

64,618,075

204,283,385 (139,665,310)

64,618,075

84,909,536 12,281,700 840,000 (23,078,967) 15,958,801 (26,292,995)

84,909,536

214,240,652 (129,331,116)

Machineries and equipment

200,569,863

452,055,367 (251,485,504)

200,569,863

196,334,851 48,658,116 6,806,439 (18,699,034) 17,234,523 (49,765,032)

196,334,851

415,289,846 (218,954,995)

Furniture, fixtures and office equipment

29,565,566

52,595,041 (23,029,475)

29,565,566

22,420,962 12,517,009 (392,523) 392,522 (5,372,404)

22,420,962

40,470,555 (18,049,593)

Motor vehicles

Consolidated (Baht)

87,041,739

87,041,739 -

87,041,739

81,053,828 14,294,350 (8,306,439) -

81,053,828

81,053,828 -

Construction in progress and equipment under installation

384,016,267

829,228,463 (445,212,196)

384,016,267

388,230,557 88,377,476 (43,944,015) 35,186,925 (83,834,676)

388,230,557

784,795,002 (396,564,445)

Total

155

Annual Report 2015 2,997,504

Closing net book amount - Restated

Net book amount - Restated 2,997,504

24,292,689 (21,295,185)

3,536,434 3,154,139 686,925 (4,379,994)

For the year ended 31 December 2014 Opening net book amount - Restated Additions Transfer from construction in progress Write-off - cost - accumulated depreciation Depreciation charge (Note 29)

As at 31 December 2014 Cost Less Accumulated depreciation

3,536,434

20,451,625 (16,915,191)

Buildings and building improvement

Net book amount - Restated

As at 1 January 2014 Cost Less Accumulated depreciation

Buildings and equipment (net) (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

77,139,911

139,738,183 (62,598,272)

77,139,911

83,273,670 12,492,368 5,215,500 (20,000) 19,999 (23,841,626)

83,273,670

122,050,315 (38,776,645)

Machineries and equipment

191,291,800

390,036,926 (198,745,126)

191,291,800

184,051,748 40,890,465 6,880,000 (3,875,310) 3,351,135 (40,006,238)

184,051,748

346,141,771 (162,090,023)

Furniture, fixtures and office equipment

17,689,607

35,433,285 (17,743,678)

17,689,607

21,949,880 3,990 (4,264,263)

21,949,880

35,429,295 (13,479,415)

Motor vehicles

Company (Baht)

81,053,828

81,053,828 -

81,053,828

972,925 92,863,328 (12,782,425) -

972,925

972,925 -

Construction in progress and equipment under installation

370,172,650

670,554,911 (300,382,261)

370,172,650

293,784,657 149,404,290 (3,895,310) 3,371,134 (72,492,121)

293,784,657

525,045,931 (231,261,274)

Total

MEDIA REVOLUTIONIST

13 14

1,871,834

Closing net book amount

1,871,834

54,846,423

129,808,764 (74,962,341)

54,846,423

77,139,911 6,178,500 840,000 (16,947,919) 10,934,109 (23,298,178)

77,139,911

139,738,183 (62,598,272)

Machineries and equipment

189,574,162

423,027,969 (233,453,807)

189,574,162

191,291,800 37,951,774 6,806,439 (11,767,170) 11,214,773 (45,923,454)

191,291,800

390,036,926 (198,745,126)

Furniture, fixtures and office equipment

25,841,664

47,557,771 (21,716,107)

25,841,664

17,689,607 12,517,009 (392,523) 392,522 (4,364,951)

17,689,607

35,433,285 (17,743,678)

Motor vehicles

Company (Baht)

86,602,858

86,602,858 -

86,602,858

81,053,828 13,855,469 (8,306,439) -

81,053,828

81,053,828 -

Construction in progress and equipment under installation

358,736,941

712,500,705 (353,763,764)

358,736,941

370,172,650 71,275,153 (29,329,359) 22,654,122 (76,035,625)

370,172,650

670,554,911 (300,382,261)

Total

As at 31 December 2015, the gross carrying amount of fully depreciated buildings and equipment that are still in used as included in the consolidated and company financial statements were Baht 255,854,965 and Baht 220,958,459 (2014 : Baht 184,934,528 and Baht 146,789,702), respectively.

Net book amount

25,503,343 (23,631,509)

2,997,504 772,401 660,000 (221,747) 112,718 (2,449,042)

For the year ended 31 December 2015 Opening net book amount - Restated Additions Transfer from construction in progress Write-off - cost - accumulated depreciation Depreciation charge (Note 29)

As at 31 December 2015 Cost Less Accumulated depreciation

2,997,504

24,292,689 (21,295,185)

Buildings and building improvement

Net book amount - Restated

As at 1 January 2015 Cost Less Accumulated depreciation

Buildings and equipment (net) (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

157

RS Public Company Limited

MEDIA REVOLUTIONIST Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Buildings and equipment (net) (Cont’d) Leased assets included above, where the Company and the subsidiaries are the lessee under the financial lease agreement comprise vehicles as follows : Consolidated 2015 Baht Cost of the assets under the financial lease agreements Less Accumulated depreciation Net book amount

Company 2015 Baht

2014 Baht

27,439,701 (12,303,902)

33,069,701 (15,391,576)

27,439,701 (12,303,902)

33,069,701 (15,391,576)

15,135,799

17,678,125

15,135,799

17,678,125

License for operation right in spectrum of digital television Movement of license for operation right in spectrum of digital television during the years ended 31 December 2015 and 2014 are summarised below. Consolidated Restated 2015 2014 Baht Baht Cash equivalent value (present value) Less Accumulated amortisation

2,030,326,376 (228,268,123)

2,030,326,376 (93,011,849)

1,802,058,253

1,937,314,527

On 25 April 2014, the subsidiary (“ RS Television Co., Ltd.”) were granted license for operation right in spectrum of digital television for commercial digital terrestrial television licence at national level for a news channel category of total bid amount of Baht 2,265 million (exclusive of VAT) for a period of 15 years (commencing 25 April 2014 to 24 April 2029). The subsidiary was required to make payment under the following payment conditions: 1) 2) 3) 4)

For the minimum bid price amounting to Baht 380 million, the amount is divided into 4 instalments and has to be paid within 3 years (23 May 2017) from the date of acquiring the license. For the exceeding amount of the minimum bid price amounting to Baht 1,885 million, the amount is divided into 6 instalments and has to be paid within 5 years (23 May 2019) from the date of acquiring the license as specified by National Broadcasting and Telecommunications Commission (“NBTC”). The subsidiary placed the letter of guarantee issued by a financial institution for the remaining license fee with NBTC. As at 31 December 2015, the outstanding balance of letter of guarantee was Baht 1,695 million (2014: Baht 2,019 million). Obligation to pay for license are as follows:

For the minimum biding price No. installments Million Baht 1 2 3 4 5 6 Total

190.0 114.0 38.0 38.0 380.0

For the exceeding amount of the minimum biding price Million Baht 188.5 188.5 377.0 377.0 377.0 377.0 1,885.0

Total Million Baht 378.5 302.5 415.0 415.0 377.0 377.0 2,265.0

Due for payment 11 February 2014 23 May 2015 23 May 2016 23 May 2017 23 May 2018 23 May 2019

The subsidiary recognised license at the date of license granted at the cash equivalent value (present value).

Annual Report 2015

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

159

License for operation right in spectrum of digital television (Contâ&#x20AC;&#x2122;d) Movement of obligation for the license for operation right in spectrum of digital television as follows: Consolidated Restated 2015 2014 Baht Baht Opening net book amount Additions Repayments

1,886,500,000 (302,500,000)

2,265,000,000 (378,500,000)

Closing net book amount

1,584,000,000

1,886,500,000

As at 31 December 2015 and 2014, the subsidiary has obligation to pay the license for operation right in spectrum of digital television as follows: Consolidated Restated 2015 2014 Baht Baht License of operation right in spectrum of digital television Less future finance charges

1,584,000,000 (116,406,400)

1,886,500,000 (183,557,518)

Less current portion

1,467,593,600 (361,674,762)

1,702,942,482 (235,348,883)

1,105,918,838

1,467,593,599

As at 31 December 2015 and 2014, the payments to be made in subsequent years are as follows:

Due within 1 year 2 - 5 years

Consolidated Restated 2015 2014 Baht Baht 415,000,000 1,169,000,000

302,500,000 1,584,000,000

1,584,000,000

1,886,500,000

Annual Report 2015

Net book amount - Restated

52,820,472

70,480,268

52,820,472

70,480,268

Closing net book amount - Restated 739,983,562 (512,920,722) (174,242,368)

41,769,922 349,088,346 (338,037,796) -

78,830,107 7,297,600 (15,647,439)

Opening net book amount - Restated Additions Transferred in (out) Write-off - cost - accumulated amortisation Amortisation charge (Note 29) Allowance for impairment

289,874,488 (82,403,675) (136,990,545)

41,769,922

78,830,107

Net book amount - Restated

As at 31 December 2014 Cost Less Accumulated amortisation Allowance for impairment

390,895,216 (174,882,926) (174,242,368)

181,025,912

810,119,419 (609,846,715) (19,246,792)

181,025,912

600,170,776 150,643,525 (208,828,885) 208,828,878 (565,294,896) (4,493,486)

600,170,776

868,304,779 (253,380,697) (14,753,306)

68,306,223

70,897,141 (2,590,918)

68,306,223

24,401,389 400,290,780 356,385,946 -

24,401,389

26,992,307 (2,590,918)

Consolidated (Baht) Production cost of Production Computer music and cost of softwares drama series drama series and others in progress

282,576,888 (82,403,675) (121,343,106)

As at 1 January 2014 Cost Less Accumulated amortisation Allowance for impairment

Intangible assets (net)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

372,632,875

1,910,874,610 (1,205,171,112) (333,070,623)

372,632,875

745,172,194 550,934,305 (208,828,885) 208,828,878 (903,332,663) (20,140,925)

745,172,194

1,568,769,190 (510,667,298) (312,929,698)

Total

70,480,308

289,874,528 (82,403,675) (136,990,545)

70,480,308

78,830,107 7,297,640 (15,647,439)

78,830,107

282,576,888 (82,403,675) (121,343,106)

11,292,611

624,028,723 (446,493,756) (166,242,356)

11,292,611

41,769,922 246,133,507 (276,610,818) -

41,769,922

377,895,216 (169,882,938) (166,242,356)

Production cost of drama series

44,171,234

86,612,538 (42,441,304) -

44,171,234

28,903,073 22,215,763 (6,947,602) -

28,903,073

64,396,775 (35,493,702) -

Computer softwares and others

2,094,546

2,094,546 -

2,094,546

24,401,389 231,124,304 253,431,147 -

24,401,389

24,401,389 -

Production cost of music and drama series in progress

Company (Baht)

128,038,699

1,002,610,335 (571,338,735) (303,232,901)

128,038,699

173,904,491 253,340,067 (283,558,420) (15,647,439)

173,904,491

749,270,268 (287,780,315) (287,585,462)

Total

MEDIA REVOLUTIONIST

Net book amount

199,098,589

60,324,796

199,098,589

60,324,796

Closing net book amount 1,045,856,452 (672,515,495) (174,242,368)

52,820,472 310,872,862 (4,999,972) 4,999,988 (164,594,761) -

70,480,268 5,947,262 (299,999) (15,802,735)

Opening net book amount - Restated Additions Transferred in (out) Write-off - cost - accumulated amortisation Amortisation charge (Note 29) Impairment

295,821,750 (82,703,674) (152,793,280)

52,820,472

70,480,268

Net book amount - Restated

As at 31 December 2015 Cost Less Accumulated amortisation Allowance for impairment

739,983,562 (512,920,722) (174,242,368)

45,320,628

99,519,493 (52,654,057) (1,544,808)

45,320,628

181,025,912 9,658,574 (720,258,500) 719,727,589 (162,534,931) 17,701,984

181,025,912

810,119,419 (609,846,715) (19,246,792)

18,827,184

18,827,184 -

18,827,184

68,306,223 264,750,167 (316,820,124) 2,590,918

68,306,223

70,897,141 2,590,918

Consolidated (Baht) Production cost of Production Computer music and cost of softwares drama series drama series and others in progress

289,874,488 (82,403,675) (136,990,545)

As at 1 January 2015 Cost Less Accumulated amortisation Allowance for impairment

Intangible assets (net) (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

323,571,197

1,460,024,879 (807,873,226) (328,580,456)

323,571,197

372,632,875 274,408,741 (725,258,472) 724,727,577 (327,429,662) 4,490,167

372,632,875

1,910,874,610 (1,205,171,112) , ,

Total

60,324,836

295,821,790 (82,703,674) (152,793,280)

60,324,836

70,480,308 5,947,262 (299,999) (15,802,735)

70,480,308

289,874,528 (82,403,675) (136,990,545)

6,711,413

624,028,723 (451,074,954) (166,242,356)

6,711,413

11,292,611 (4,581,198) -

11,292,611

624,028,723 (446,493,756) (166,242,356)

Production cost of drama series

42,470,207

92,759,077 (50,288,870) -

42,470,207

44,171,234 6,871,539 (725,000) 224,321 (8,071,887) -

44,171,234

86,612,538 (2,441,304) -

Computer softwares and others

160,000

160,000 -

160,000

2,094,546 4,012,716 (5,947,262) -

2,094,546

2,094,546 -

Production cost of music and drama series in progress

Company (Baht)

109,666,456

1,012,769,590 (584,067,498) (319,035,636)

109,666,456

128,038,699 10,884,255 (725,000) 224,321 (12,953,084) (15,802,735)

128,038,699

1,002,610,335 (571,338,735) (303,232,901)

Total

161

RS Public Company Limited

MEDIA REVOLUTIONIST Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Withholding tax (net) Consolidated 2015 Baht Withholding tax Less Allowance for doubtful in recoverable of withholding tax

139,765,951 (9,228,415) 130,537,536

2014 Baht

104,796,747 (12,342,866) 92,453,881

Company 2015 Baht 69,548,760

2014 Baht

49,902,284

69,548,760

49,902,284

Deferred tax (net) The analysis of deferred tax assets and liabilities (net) as at 31 December 2015 and 2014 are as follows: Consolidated Restated 2015 2015 Baht Baht Deferred tax assets: Deferred tax assets to be recovered within 12 months Deferred tax assets to be recovered after more than 12 months Deferred tax liabilities: Deferred tax liabilities to be settled within 12 months Deferred tax liabilities to be settled after more than 12 months

Deferred tax assets (net)

Company 2015 Baht

Restated 2014 Baht

111,228,506

30,820,706

38,945,349

21,666,275

117,413,048

92,214,000

70,448,204

66,699,871

228,641,554

123,034,706

109,393,553

88,366,146

(77,800)

(5,674,026)

(77,800)

(543,375)

(621,175)

(5,674,026)

(621,175)

228,020,379

117,360,680

108,772,378

88,366,146

The movement of deferred taxes for the years ended 31 December 2015 and 2014 comprises the following: Consolidated Restated 2015 2014 Baht Baht

Company Restated 2015 2014 Baht Baht

Opening balance for the year Increase to the statement of comprehensive income Decrease to the shareholdersâ&#x20AC;&#x2122; equity

117,360,680

57,334,341

88,366,146

45,475,761

110,659,699 -

60,339,763 (313,424)

20,406,232 -

43,299,332 (408,947)

Closing balance for the year

228,020,379

108,772,378

88,366,146

117,360,680

Deferred tax assets and deferred tax liabilities presented by considering net positon of each taxable unit as at 31 December 2015 and 2014 comprises the following: Consolidated Restated 2015 2014 Baht Baht Deferred tax assets (net) Deferred tax liabilities (net)

Annual Report 2015

Company 2015 Baht

Restated 2014 Baht

228,020,379 -

122,551,702 (5,191,022)

108,772,378 -

88,366,146 -

228,020,379

117,360,680

108,772,378

88,366,146

Deferred tax assets (net)

Total deferred tax liabilities

Deferred tax liabilities: Intangible assets Assets under finance lease agreement

Total deferred tax assets

Deferred tax assets: Allowance for doubtful accounts Intangible assets Provision for goods returned Allowance for slow moving Liabilities under finance lease agreement License for operation right in spectrum of digital television Employee benefit obligations Loss carry forward Allowance for impairment of investments 105,606,848

123,034,706

(5,674,026) 117,360,680

110,659,699

5,052,851

5,674,026 (621,175)

10,281,477 4,038,854 34,093,523 42,394,997

8,188,927 13,070,296 49,420,394 -

(5,674,026) -

5,321,548 5,008,237 (4,473,812) 6,605,958 2,336,066

7,960,676 34,584,086 7,346,987 2,463,340 -

Restated 1 January 2015 Baht

Increase (decrease) to the statement of income Baht

Increase (decrease) to the statement of comprehensive income Baht

Consolidated

228,020,379

(621,175)

228,641,554

18,470,404 17,109,150 83,513,917 42,394,997

13,282,224 39,592,323 2,873,175 9,069,298 2,336,066

Restated 31 December 2015 Baht

88,366,146

11,341,447 34,728,393 -

7,737,854 25,831,526 7,346,987 1,379,939 -

Restated 1 January 2015 Baht

20,406,232

(621,175)

21,027,407

3,621,211 (10,245,238) 42,394,997

658,424 (12,751,590) (4,473,812) (512,651) 2,336,066

Increase (decrease) to the statement of income Baht

Increase (decrease) to the statement of comprehensive income Baht

Company

Deferred tax assets and deferred tax liabilities presented by net tax taxable entities for the year ended 31 December 2015 and 2014 comprises the following:

Deferred tax (net) (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

108,772,378

(621,175)

109,393,553

14,962,658 24,483,155 42,394,997

8,396,278 13,079,936 2,873,175 867,288 2,336,066

Restated 31 December 2015 Baht

163

Annual Report 2015

Deferred tax assets (net)

Total deferred tax liabilities

Deferred tax liabilities: Intangible assets

Total deferred tax assets

Deferred tax assets: Allowance for doubtful accounts Intangible assets Provision for goods returned Allowance for slow moving License for operation right in spectrum of digital television Employee benefit obligations Loss carry forward

57,334,341

(30,874,255)

60,339,763

25,200,229

35,139,534

8,188,927 3,820,858 9,142,752

9,562,862 40,277,642 88,208,596

33,958 8,114,984 7,346,987 (1,508,932)

7,926,718 26,469,102 3,972,272

Restated 1 January 2014 Baht

Increase (decrease) to the statement of income Baht

(313,424)

(313,424) -

Increase (decrease) to the statement of comprehensive income Baht

Consolidated

117,360,680

(5,674,026)

123,034,706

8,188,927 13,070,296 49,420,394

7,960,676 34,584,086 7,346,987 2,463,340

Restated 31 December 2014 Baht

45,475,761

8,701,999 -

7,712,473 26,469,102 2,592,187

Restated 1 January 2014 Baht

43,299,332

3,048,395 34,728,393

25,381 (637,576) 7,346,987 (1,212,248)

Increase (decrease) to the statement of income Baht

(408,947)

(408,947) -

Increase (decrease) to the statement of comprehensive income Baht

Company

Deferred tax assets and deferred tax liabilities presented by net tax taxable entities for the year ended 31 December 2015 and 2014 comprises the following: (Contâ&#x20AC;&#x2122;d)

Deferred tax (net) (Contâ&#x20AC;&#x2122;d)

Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

88,366,146

11,341,447 34,728,393

7,737,854 25,831,526 7,346,987 1,379,939

Restated 31 December 2014 Baht

MEDIA REVOLUTIONIST

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

165

Other non-current assets net Consolidated 2015 Baht Refundable deposits Guarantees Less Allowance for impairment of guarantees Other non-current asset (net)

Company 2015 Baht

2014 Baht

557,673 40,757,901

553,000 45,951,796

557,673 31,108,243

553,000 35,429,884

41,315,574 (10,049,685)

46,504,796 (9,146,027)

31,665,916 (3,546,027)

35,982,884 (3,546,027)

31,265,889

37,358,769

28,119,889

32,436,857

Trade and other accounts payable Consolidated Restated 2015 2014 Baht Baht

Note Trade accounts payable - other companies - related companies Other accounts payable - other companies - related companies Unearned revenue - other companies - related companies Accrued expenses - Accrued commission and promotion expenses - other companies - related companies - Accrued project expenses - other companies - related companies - Accrued interest expenses - related companies - Other accrued expenses - other companies - related companies

2014 Baht

Company 2015 Baht

Restated 2014 Baht

33 c)

168,813,426 -

135,142,854 -

67,251,140 113,953,850

83,385,266 54,783,149

33 c)

24,213,770 3,598,412

17,986,578 2,056,912

22,710,528 3,465,566

16,078,609 1,887,492

33 c)

704,803,756 -

206,545,245 -

619,064,055 51,594,944

31,611,607 35,378,080

33 c)

228,498,470 -

194,114,794 -

86,988,338 -

85,357,193 617,783

33 c)

205,987,287 -

166,126,135 -

71,067,871 20,051,654

71,712,089 8,486,643

130,356

887,354

33 c)

83,272,010 -

118,677,414 137,531

65,714,940 -

94,659,941 45,318

1,419,187,133

840,787,463

1,121,993,242

484,890,524

33 c)

Liabilities under financial lease agreements (net) Consolidated 2015 Baht

2014 Baht

Company 2015 Baht

2014 Baht

Liabilities under financial lease agreements Less Future finance changes on finance lease

14,153,197 (1,081,707)

13,564,857 (806,053)

14,153,197 (1,081,707)

13,564,857 (806,053)

Less Current portion

13,071,490 (5,865,272)

12,758,804 (7,655,315)

13,071,490 (5,865,272)

12,758,804 (7,655,315)

7,206,218

5,103,489

7,206,218

5,103,489

As at 31 December 2015 and 31 December 2014, payments to be made for financial lease agreements are as follows: Consolidated 2015 Baht Within 1 year More than 1 year but no longer than 3 years

2014 Baht

Company 2015 Baht

2014 Baht

6,432,135 7,721,062

8,224,316 5,340,541

6,432,135 7,721,062

8,224,316 5,340,541

14,153,197

13,564,857

14,153,197

13,564,857 51

RS Public Company Limited

MEDIA REVOLUTIONIST Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Value added tax Consolidated Restated 2015 2014 Baht Baht Undue output tax Undue input tax Value added tax

Company 2015 Baht

Restated 2014 Baht

(95,525,631) 61,766,158 26,277,490

(82,914,182) 30,098,070 21,130,737

(46,430,213) 11,265,888 8,733,664

(34,880,479) 5,377,582 2,431,137

(7,481,983)

(31,685,375)

(26,430,661)

(27,071,760)

Value added tax present by net position of each taxable unit as at 31 December 2015 and 2014 comprises the following: Consolidated Restated 2015 2014 Baht Baht Value added tax (assets) Value added tax (liabilities)

Company 2015 Baht

Restated 2014 Baht

40,928,458 (48,410,441)

25,693,651 (57,379,026)

(26,430,661)

(27,071,760)

(7,481,983)

(31,685,375)

(26,430,661)

(27,071,760)

Employee benefit obligations Employee benefit obligations as at 31 December 2015 and 2014 Consolidated Restated 2015 2014 Baht Baht Statement of financial position Employee benefit obligation

85,545,748

65,351,484

Company 2015 Baht

Restated 2014 Baht

74,813,289

56,707,234

The movement of employee benefit obligations as 31 December 2015 and 2014 are as follows: Consolidated Restated 2015 2014 Baht Baht

Company 2015 Baht

Restated 2014 Baht 43,509,995 5,662,666 7,930,865 1,928,294 (2,044,733)

Opening balance Current service cost Past service cost Interest cost (Gain) from change in financial assumption Decrease in obligation from staff from salary of subsidiary

65,351,484 9,114,836 8,591,010 2,488,418 -

49,767,218 6,411,248 8,591,010 2,149,132 (1,567,124)

56,707,234 8,011,683 7,930,865 2,163,507 -

Closing balance

85,545,748

65,351,484

74,813,289

(279,853) 56,707,234

Consolidated and Company 2015 2014 Baht Baht Discount rate Inflation rate Salary increase rate

Annual Report 2015

3.50% % 7.00 - 7.50%

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

167

Employee benefit obligations Sensitivity analysis form each significant assumption are as follows:

Change in assumption Discount rate Discount rate Salary growth rate Salary growth rate Turnover rate Turnover rate

Increase by 1 % Decrease by 1% Increase by 1 % Decrease by 1% Increase by 20 % Decrease by 20%

Impact on defined benefit obligation Increase (Decrease) Consolidated Company 2015 2014 2015 2014 Baht Baht Baht Baht (9,390,463) 10,982,712 11,330,128 (9,843,699) (12,038,711) 15,096,944

(8,583,431) 10,096,983 9,640,776 (8,395,473) (10,175,883) 12,666,987

(7,996,726) 9,332,597 9,640,551 (8,393,408) (10,149,428) 12,665,532

(7,304,822) 8,572,160 8,185,407 (7,144,741) (8,550,094) 10,584,504

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the employee benefit obligations to significant actuarial assumptions use the projected unit credit method.

Other non-current liabilities Consolidated Restated 2015 2014 Baht Baht Deposits received Retention payable

Company 2015 Baht

Restated 2014 Baht

66,000 17,090,186

14,000 6,003,390

66,000 10,941,787

66,000 850,094

17,156,186

6,017,390

11,007,787

916,094

Share capital 25.1

Ordinary shares and prevision on share capital Consolidated and Company Ordinary shares Ordinary shares Share Permium Shares Bath Bath Opening balance as at 1 January 2015 Increase shares capital

953,866,816 68,479,230

193,593,325 61,631,307

Closing balance as at 31 December 2015 Decrease shares capital (Note 25.2)

1,022,346,046 (12,408,400)

255,224,632 600,184

Closing balance as at 31 December 2015

1,009,937,646

255,824,816

For the year ended 31 December 2014, the Company has registered the increase in share capital with the Ministry of Commerce until 31 December 2014 amount of 68,479,230 shares as a result of warrants exercising. The right of exercising warrants is expired on 19 May 2014.

RS Public Company Limited

MEDIA REVOLUTIONIST Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Share capital (Cont’d) 25.2

Treasury shares/treasury shares reserve On 22 February 2012, the Company’s Board of Director No. 1/2012 passed a resolution to repurchase not more than 26 million shares or not more than 2.9% of the Company’s paid-up capital (As at 31 December 2011 the Company has share capital issued 882,654,428 shares.), the maximum of repurchase amount is not over than Baht 75 million. The repurchase is being made for financial management purposes, since the Company has excess liquidity, and it is to be made through the Stock Exchange of Thailand. The repurchase within 6 months start from 8 March 2012 to 7 September 2012 and the reissue period for the repurchased shares runs for 3 years, beginning 6 months after the completion date of the share repurchase. As at 31 December 2014, the Company has treasury shares 17,700,000 shares, repurchase value totalling Baht 74,671,816 and the market price of treasury shares totalling Baht 297,360,000. On 5 February 2015, the Company has sold treasury shares 441,600 shares at Baht 21.00 per share totaling Baht 9,273,600. On 3 September 2015, the Company has reissue treasury shares 3,000,000 shares at Baht 10.80 to Baht 11.00 per share totalling Baht 32,700,000. On 4 September 2015, the Company has reissue treasury shares 1,850,000 shares at Baht 11.00 to Baht 11.40 per share totalling Baht 20,890,000. On 18 September 2015, the Company has registered with Ministry of Commerce to decrease share capital for outstanding treasury shares which were not resale within the period for 12,408,400 shares of Baht 1 per each. The movement of treasury shares and premium on share capital for the years ended 31 December 2015 and 2014 are as follows : Consolidated and Company Amount of Premium on treasury shares treasury shares Shares Baht Baht Opening balance as at 1 January 2014 Reissuance Decrease in share capital Closing balance as at 31 December 2014 Reissuance Decrease in share capital Closing balance as at 31 December 2015

25.3

17,700,000 -

74,671,816 -

17,700,000 (5,291,600) (12,408,400)

74,671,816 (22,324,499) (52,347,317)

(40,539,101) 39,938,917 (600,184)

Decrease in share capital of subsidiary At the subsidiary’s extraordinary meeting on 10 April 2015, the shareholders approved to decrease share capital in an amount of Baht 112,500,000, for the 1,125,000 ordinary shares of Baht 100 per each. The subsidiary company has registered to decrease share capital on 20 April 2015. The subsidiary paid to non-controlling interest amounting to Baht 18,750,000 as a result.

Dividend payment At the Company’s Annual General Shareholders’ Meeting on 22 April 2015, the shareholders approved a dividend payment from the operating results for the year 2014 of Baht 0.18 per share, totally Baht 180,915,596. This dividend was paid on 8 May 2015. At the Company’s Annual General Shareholders’ Meeting on 14 August 2014, the shareholders approved a dividend payment from the operating results for the period ended 30 June 2014 of Baht 0.12 per share, totally Baht 120,555,533. This dividend was paid on 12 September 2014. At the Company’s Annual General Shareholders’ Meeting on 24 April 2014, the shareholders approved a dividend payment from the operating results for the year 2013 of Baht 0.20 per share, totally Baht 190,399,222. This dividend was paid on 8 May 2014.

Annual Report 2015

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

169

Other income Consolidated For the years ended 31 December Restated 2015 2014 Baht Baht Net gain from exchange rate Interest income Dividend income (Note 12) Rental income Management fee Pirate of copyright income Other income

Company For the years ended 31 December Restated 2015 2014 Baht Baht

907,276 2,454,665 447,401 27,084 30,000,000 16,967,455

4,634,174 2,957,028 1,004,372 18,329,706

466,109 19,099,399 369,578,855 4,951,993 137,545,089 7,506,785

(235,764) 16,324,064 407,907,925 24,275,135 73,159,581 13,840,532

50,803,881

26,925,280

539,148,230

535,271,473

Pirate of copyright income represend income charged from a company for sport pirate of copyright. 28

Other expenses Consolidated For the years ended 31 December Restated 2015 2014 Baht Baht Loss from disposal of buildings and equipment Loss from write off buildings and equipment Loss on impairment of assets Loss on impairment of investment in other companies Reversal of (loss) from provision Others

747,323

27,945

(412,045)

(807,675) -

(1,397,188) (1,633,115)

(509,063) -

(1,390,003) (312,734)

(303,337) 2,045,499 (1,017,520)

1,110,177 (1,755,861) (1,397)

(571,216)

1,199,900 -

(3,983,057)

(1,052,334)

664,290 29

(305,673)

Company For the years ended 31 December Restated 2015 2014 Baht Baht

(914,882)

Expense by nature The following significant expenditure items, classified by nature for the years ended 31 December 2015 and 2014, have been charged in the profit before finance costs and income tax: Consolidated For the years ended 31 December Restated 2015 2014 Baht Baht Change in inventories of finished goods and work in process Raw material and consumables used Staff costs Depreciation charge (Note 14) Amortisation charge (Note 15 and 16) Rental expenses and utilities expenses Promotion and advertising expenses Loss from impairment of assets Loss from inventory destruction and obsolescence of inventories

Company For the years ended 31 December Restated 2015 2014 Baht Baht

(48,628,727) (120,702,324) (44,684,974) 2,581,080,682 3,109,001,684 1,073,979,405 702,648,956 731,522,416 605,938,364 83,834,676 82,146,587 72,492,121 336,074,735 798,244,456 12,953,085 111,695,791 112,982,365 93,501,298 235,291,463 19,584,267 96,554,702 (3,778,393) 20,351,955 13,620,854 18,480,214

37,732,516

3,025,672

3,791,014 948,596,231 617,859,893 76,035,625 49,638,161 89,766,997 8,808,687 15,724,408 2,343,007

RS Public Company Limited

MEDIA REVOLUTIONIST Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Finance costs Consolidated For the years ended 31 December Restated 2015 2014 Baht Baht Interest expense from short-term borrowings from financial institutions Interest expense from short-term borrowings from related companies (Note 33 a)) Interest expense for liability under finance lease agreements Interest expense from license for operation right in section of digital television

(13,364,725)

Company For the years ended 31 December Restated 2015 2014 Baht Baht

(25,661,546)

(2,264,438)

(4,230,412)

(31,178)

(1,917,874)

(1,951,975)

(569,001)

(992,925)

(569,001)

(992,925)

(67,151,118)

(51,116,107)

(81,084,844)

(77,801,756)

(4,751,313)

(7,175,312)

Income tax Reconciliation of income tax expense for the years ended 31 December 2015 and 2014 comprises: Consolidated For the years ended 31 December Restated 2015 2014 Baht Baht Current income tax on taxable profit for the year Under recorded prior year income tax Origination of temporary differences (Note 17) Total income tax credit (expense)

(96,492,496) (1,409,193) 110,659,699

(167,392,815) (398,684) 60,339,765

(978,357) 20,406,232

(112,463) 43,299,332

12,329,876

(107,451,734)

19,427,875

43,186,869

Consolidated For the years ended 31 December Restated 2015 2014 Baht Baht Profit before tax accounting base Tax calculated at the rate of 20% (2014: 20%) Tax effect of: Non-deductible expenses Additional deductible expenses Temporary deferred of previously unrecognised deferred tax Allowance for impairment in subsidiaries Tax exemption - dividend received Underecorded prior year income tax Tax charge

Company For the years ended 31 December Restated 2015 2014 Baht Baht

119,780,614

475,095,368

417,984,789

296,984,572

(23,956,123)

(95,019,074)

(83,596,958)

(59,396,914)

(8,610,843) 284,807

(12,483,652) 295,887

(6,566,038) 47,562

9,289,444 893,401

3,626,231 42,394,997 (1,409,193)

153,789 (398,684)

1,384,823 35,221,072 73,915,771 (978,357)

10,931,816 81,581,585 (112,463)

12,329,876

(107,451,734)

19,427,875

43,186,869

Annual Report 2015

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

171

Earnings (loss) per share 32

Basic earnings (loss) per share Basic earnings (loss) per share is calculated by dividing profit (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. Consolidated For the years ended 31 December Restated 2015 2014 Profit (loss) attributable to ordinary shareholders (Baht) Weighted average number of Ordinary shares in issue during the year (shares) Basic earnings (loss) per share (Baht)

Company For the years ended 31 December Restated 2015 2014

121,634,482

340,975,070

437,412,664

339,762,494

1,006,634,753

983,957,561

1,006,634,753

983,957,561

0.1208

0.3465

0.4345

0.3453

Diluted earnings (loss) per share The diluted earnings (loss) per share is calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has dilutive potential ordinary shares that are warrants. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the warrant. The difference is added to the denominator as an issue of ordinary shares for no consideration. No adjustment is made to earnings (loss). Consolidated For the years ended 31 December Restated 2015 2014 Net profit attributable to ordinary shareholders (Baht) Weighted average number of common shares (basic) (shares) Weighted average number of common shares (diluted) (shares) Diluted earnings per shares (Baht)

Company For the years ended 31 December Restated 2015 2014

340,975,070

339,762,494

983,957,561

0.3465

0.3453

On May 19, 2014, which is the last exercise date of the warrants for convert to common share. The remaining unexercised of warrants which is no longer being registered security in the stock Exchange of Thailand. Therefore, financial statements for year ended 31 December 2015 had no diluted earnings per share.

RS Public Company Limited

MEDIA REVOLUTIONIST Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Related party transactions Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the Company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the Company and close members of the family of these individuals and companies associated with these individuals also constitute related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. The significant investments in subsidiaries and associates are set out in Notes 12 and 13. Significant related parties transactions other than subsidiaries and associates can be summarized as follows: Related parties Chetchotsak Co., Ltd. Idea Power Co., Ltd. SS C Co., Ltd. Key management personel

Type of business Rental service Organizer Rental service -

Type of relation Common shareholder and directors Indirect shareholding and common directors of subsidiaries Common shareholder and directors Persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of the Group company

Annual Report 2015

Subsidiaries R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) Coolism Co., Ltd. Thai Copyright Collection Co., Ltd. Poema Co., Ltd. Yaak Co., Ltd. Very Well Co., Ltd. (Formerly: Magique (Thailand) Co., Ltd.) Blu Fairy Co., Ltd. RS International Broadcasting and Sport Management Co., Ltd. S-One Sport Co., Ltd. R.S. Sportmaster Co., Ltd. 54,651,135

1,860,000 379,913,460

466,884 53,544,841 -

124,030,954 9,813 -

639,410

254,012,693

Revenue from media

Revenue from music distribution

23,664,117

4,043,100 5,096,000

3,657,224 58,643 3,900,000 1,600

6,907,550

Revenue from showbiz

Revenue from license

8,421,998

1,226,565 270,000 -

6,925,433

Other income

137,545,089

90,259,121 24,484,632 13,687,612 328,000

8,785,724

Revenue from management service

Company For the year ended 31 December 2015 (Baht)

Revenues and expenses transaction between the Group with related parties for the year ended 31 December 2015 and 2014.

Significant related parties transactions can be summarised as follows:

Related party transactions (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

18,169,992

814,200 93,600

1,644

3,288 437,151 878,685

15,941,424

Interest income

Other income

4,504,593

1,800 -

961,640 211,846 14,357 1,250,000

2,064,950

Other income

173

Annual Report 2015

Subsidiaries R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) Coolism Co., Ltd. Thai Copyright Collection Co., Ltd. Poema Co., Ltd. Yaak Co., Ltd. Aladdin House Co., Ltd. Very Well Co., Ltd. (Formerly: Magique (Thailand) Co., Ltd.) Blu Fairy Co., Ltd. D-Media and Production Co., Ltd. RS International Broadcasting and Sport Management Co., Ltd. S-One Sport Co., Ltd. R.S. Sportmaster Co., Ltd. 1,132,691 55,304,691 56,437,382

98,578,348 100,000 16,967,000 32,102,500 259,739,498

Revenue from music distribution

111,991,650

Revenue from media

26,948,179

353,000 30,000 -

10,391,579 13,600,000

2,573,600

50,048,000

12,648,227

414,720 -

1,954,960 1,102,500 -

9,176,047

73,159,581

1,000,000 -

45,298,277 17,336,580 9,524,724 -

15,226,542

23,014 808,492 93,600

9,096 47,014

2,617,808 718,959 1,096,986 -

9,811,573

Company For the year ended 31 December 2014 (Baht) Revenue Other income from Revenue Revenue Revenue other from from from service management Interest showbiz license income service income

Revenues and expenses transaction between the Group with related parties for the year ended 31 December 2015 and 2014. (Cont’d)

Significant related parties transactions can be summarised as follows: (Cont’d)

Related party transactions (Cont’d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

23,270,764

19,333,607 -

219,325 14,850 5,950

353,902 147,125 18,274 -

3,177,731

Other income

MEDIA REVOLUTIONIST

Chetchotsak Co., Ltd.

47,722,673

26,375,674

50,277,426

28,635,318

47,722,673

25,508,947

40,780,939

Company For the year ended 31 December 2015 (Baht) For the year ended 31 December 2014 (Baht) Cost of Selling and Finance cost Key Cost of Selling and Finance cost Key sales and administrative - interest Management’s sales and administrative - interest management’s service expenses expense remuneration service expenses expense remuneration

29,548,746

Consolidated For the year ended 31 December 2015 (Baht) For the year ended 31 December 2014 (Baht) Cost of Selling and Finance cost Key Cost of Selling and Finance cost Key sales and administrative - interest Management’s sales and administrative - interest management’s service expenses expense remuneration service expenses expense remuneration

Revenues and expenses transaction between the Group with related parties for the years ended 31 December 2015 and 2014. (Cont’d)

Related party transactions (Cont’d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

175

Subsiridies R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) Coolism Co., Ltd. Thai Copyright Collection Co., Ltd. Yaak Co., Ltd. Aladdin House Co., Ltd. Very Well Co., Ltd. (Formerly: Magique (Thailand) Co., Ltd.) Blu Fairy Co., Ltd. RS International Broadcasting and Sport Management Co., Ltd. RS In-Store Media Co., Ltd. Avant Co., Ltd. R Siam Co., Ltd. Bangkok Organizer Co., Ltd.

Annual Report 2015 -

52,001,429

7,365,179 10,000 -

51,442,490 6,582,134 2,700,000 -

112,521,346

44,626,250

51,796,722

1,917,874

1,168,055 152,877 4,782 12,637 29,002

68,284 41,978

59,538 303,476 77,245

170,657,991

2,342,005 -

89,117,727 7,356,776 4,500,000 -

67,341,483

947,104

947,104 -

1,951,975

868,801 93,973 10,068 13,425 30,810

91,746 37,157

253,767 330,069 133,048 86,336

2,775

Revenues and expenses transaction between the Group with related parties for the years ended 31 December 2015 and 2014. (Cont’d)

Related party transactions (Cont’d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

MEDIA REVOLUTIONIST

Subsidies R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) Coolism Co., Ltd. Thai Copyright Collection Co., Ltd. Poema Co., Ltd. Yaak Co., Ltd. Aladdin House Co., Ltd. Very Well Co., Ltd. (Formerly: Magique (Thailand) Co., Ltd.) Blu Fairy Co., Ltd. D-Media and Production Co., Ltd. RS International Broadcasting and Sport Management Co., Ltd. S-One Sport Co., Ltd. R.S. Sportmaster Co., Ltd. RS Film and Distribution Co., Ltd. 3,206,761 2,121,973 2,489,884 1,520,422 9,339,040

456,604,770 59,516,856 3,428,538 3,068,803 2,762,205 4,066,000 529,447,172

Trade accounts receivable

(2,787,070)

(2,079,438) (707,632) -

As at 31 December 2015 (Baht) Allowance Accrued for doubtful Interest accounts - accrued income interest income

900

915

142,797

1,481 10 900 138,591 -

Advance payments

256,499,115

380,117 121,894 -

80,165,982 1,563,933 10,698 5,784,433 -

168,472,058

Trade accounts receivable

Company

6,476,211

9,096 1,675,684 1,435,190 -

1,243,288 -

2,112,953

(3,556,839)

(1,675,684) (1,426,821) -

(454,334) -

As at 31 December 2014 (Baht) Allowance Accrued for doubtful Interest accounts - accrued income interest income

Outstanding balance arising from trade and other accounts receivable as at 31 December 2015 and 31 December 2014 are as follows:

Related party transactions (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

375,447

2,746 96 133,286 239,319

Advance payments

177

Annual Report 2015

Chetchotsak Co., Ltd. (Note 20) SS2C Co., Ltd.

2,963,013 222,700 3,185,713

Trade accounts payable

3,598,412

As at 31 December 2015 (Baht) Other Accrued accounts Unearned interest payable revenue expense

3,375,712 222,700

Trade accounts payable

As at 31 December 2015 (Baht) Other Accrued accounts Unearned interest payable revenue expense

Trade accounts payable

Company

Accrued expenses

Trade accounts payable

Consolidated

1,607,639

1,607,639 -

As at 31 December 2014 (Baht) Other Accrued accounts Unearned interest payable revenue expense

2,056,912

As at 31 December 2014 (Baht) Other Accrued accounts Unearned interest payable revenue expense

2,056,912 -

Outstanding balance of trade and others accounts payable as at 31 December 2015 and 31 December 2014 are as follows:

Related party transactions (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

45,318

Accrued expenses

137,531

92,213 45,318

Accrued expenses

MEDIA REVOLUTIONIST

Subsidies (Note R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) Coolism Co., Ltd. Thai Copyright Collection Co., Ltd. Yaak Co., Ltd. Aladdin House Co., Ltd. Very Well Co., Ltd. Formerly: Magique Thailand) (Co., Ltd.) Blu Fairy Co., Ltd. RS International Broadcasting and Sport Management Co., Ltd. RS In-Store Media Co., Ltd. Avant Co., Ltd. R Siam Co., Ltd. Bangkok Organizer Co., Ltd. -

279,853

65,918,898 4,033,092 804 -

113,953,850

279,853

44,001,056

Trade accounts payable

51,594,945

226,000 51,368,945 -

130,356

70,610 27,157 -

13,579 6,789

12,221

As at 31 December 2015 (Baht) Other Accrued accounts Unearned interest payable revenue expense

2,430 -

49,514,271 1,963,050 66,935 802,500 -

2,433,963

20,051,654 54,783,149

1,581,110 -

18,470,544

Accrued expenses

Trade accounts payable

Company

279,853

35,428,080

200,000 -

459,645 34,718,435 -

887,354

410,240 14,623 1,567 2,089 4,794

29,589 -

253,767 145,206 12,945 12,534

As at 31 December 2014 (Baht) Other Accrued accounts Unearned interest payable revenue expense

Outstanding balance of trade and others accounts payable as at 31 December 2015 and 31 December 2014 are as follows: (Cont’d)

Related party transactions (Cont’d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

9,104,426

1,939,159 -

7,165,267

Accrued expenses

179

Annual Report 2015

Subsidiaries Poema Co., Ltd. Yaak Co., Ltd. S-One Sport Co., Ltd. Blu Fairy Co., Ltd. R.S. Sportmaster Co., Ltd. R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.) D-Media and Production Co., Ltd. RS International Broadcasting and Sport Management Co., Ltd.

Related company Idea Power Co., Ltd.

Subsidiaries Poema Co., Ltd. Yaak Co., Ltd. S-One Sport Co., Ltd. Blu Fairy Co., Ltd. R.S. Sportmaster Co., Ltd. R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd. (Formerly: K.master Co., Ltd.)

Related company Idea Power Co., Ltd.

209,275,000

(5,000,000) (670,000,000)

5,000,000

833,120,000

(4,000,000)

(525,500,000)

(104,500,000) (28,000,000) (3,000,000)

(32,000,000)

4,000,000

426,500,000

99,000,000

99,500,000 3,000,000 420,000 1,000,000 293,700,000

32,000,000

372,395,000

20,000,000 20,355,000 1,000,000 2,340,000 328,700,000

Closing balance

Short-term loans Increase Received during the during the period period

526,395,000

(5,000,000)

24,000,000 20,355,000 2,340,000 479,700,000

Closing balance

(184,500,000)

5,000,000

338,500,000

(68,500,000) (1,000,000) (110,000,000)

(32,000,000)

68,500,000 4,000,000 261,000,000

32000000

5,000,000 45,000,000 19,935,000 2,340,000 38,000,000

Opening balance

372,395,000

20,000,000 20,355,000 1,000,000 2,340,000 328,700,000

Opening balance

Short-term loans Increase Received during the during the period period

Short-term loans to related companies (net)

Related party transactions (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

10,574,774

10,574,774 -

(32,120,226)

(9,425,226) (20,355,000) (2,340,000) -

(43,286,341)

(21,011,341) (19,935,000) (2,340,000) -

591,341

1,011,341 (420,000) -

(42,695,000)

(20,000,000) (20,355,000) (2,340,000) -

For the year ended 31 December 2014 (Baht) Allowance for impairment of short-term loans Increase Decrease Opening during the during the Closing balance period period balance

(42,695,000)

(20,000,000) (20,355,000) (2,340,000) -

For the year ended 31 December 2015 (Baht) Allowance for impairment of short-term loans Increase Decrease Opening during the during the Closing balance period period balance

165,988,659

99,000,000

5,000,000 23,988,659 38,000,000

Opening balance

329,700,000

1,000,000 328,700,000

Opening balance

(184,500,000)

(5,000,000)

(68,500,000) (1,000,000) (110,000,000)

(32,000,000)

10,574,774

10,574,774 -

833,120,000

5,000,000

4,000,000

426,500,000

99,500,000 3,000,000 420,000 1,000,000 293,700,000

32,000,000

(670,000,000)

(5,000,000)

(4,000,000)

(525,500,000)

(104,500,000) (28,000,000) (3,000,000)

(32,000,000)

1,011,341 (420,000) -

Short-term loans (net) Increase Received Decrease during the during the during the period period period

338,500,000

5,000,000

68,500,000 4,000,000 261,000,000

32000000

Short-term loans (net) Increase Received Decrease during the during the during the period period period

329,700,000

1,000,000 328,700,000

Closing balance

494,274,774

14,574,774 479,700,000

Closing balance

MEDIA REVOLUTIONIST

25,000,000 3,000,000 75,000,000 6,000,000 3,500,000 15,000,000 127,500,000

90,000,000 7,000,000 139,000,000 6,000,000 750,000 1,000,000 2,295,000 246,045,000

(325,545,000)

(1,000,000) (1,000,000) (750,000) (1,000,000) (2,295,000) (15,000,000)

(188,000,000) (1,500,000)

(115,000,000) -

48,000,000

5,000,000 2,500,000 -

26,000,000 4,500,000

10,000,000

For the year ended 31 December 2015 (Baht) Short-term loans Increase Payments Opening during the during the Closing balance period period balance

45,045,000

3,000,000 4,000,000 750,000 1,000,000 2,295,000 12,000,000 3,000,000 -

7,000,000

5,000,000 7,000,000

719,000,000

13,000,000 248,000,000

318,000,000 -

140,000,000 -

(518,000,000)

(16,000,000) (4,000,000) (12,000,000) (3,000,000) (248,000,000)

(179,000,000) (1,000,000)

(55,000,000) -

246,045,000

750,000 1,000,000 2,295,000 -

139,000,000 6,000,000

90,000,000 7,000,000

For the year ended 31 December 2014 (Baht) Short-term loans Increase Payments Opening during the during the Closing balance period period balance

Salaries and other short-term employee benefits Post-employment benefits 172,469,865 4,989,359 177,459,224

158,810,114

2014 Baht

152,873,823 5,936,291

Consolidated 2015 Baht

146,585,279

141,440,823 5,144,456

2014 Baht

166,610,728

161,942,865 4,667,863

Company 2015 Baht

Key management includes directors (executive and non-executive), members of the Executive Committee. The compensation paid or payable to key management for employee services is shown below:

Key management compensation

Subsidiaries Coolism Co., Ltd. RS In-Store Media Co., Ltd. RS International Broadcasting and Sport Management Co., Ltd. Aladdin House Co., Ltd. Very Well Co., Ltd. (Formerly: Magique (Thailand) Co., Ltd.) Blu Fairy Co., Ltd. Avant Co., Ltd. R Siam Co., Ltd. Bangkok Organizer Co., Ltd. Thai Copyright Collection Co., Ltd. R.S. Television Co., Ltd. Starz (Thailand) Co., Ltd.

Short-term loans from related companies

Related party transactions (Contâ&#x20AC;&#x2122;d)

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

181

RS Public Company Limited

MEDIA REVOLUTIONIST Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Segment information

Revenues external internal Cost of sales and services Gross profit Fixed assets Intangible assets

Consolidated For the year ended 31 December 2015 Showbiz Other business services Total Baht Baht Baht

Media Baht

Music distribution Baht

2,246,138,300 666,941,446

374,962,586 57,727,593

796,019,155 38,835,911

311,586,345 100,568,664

3,728,706,386 864,073,614

(864,073,614)

3,728,706,386 -

2,349,707,827 563,371,919 219,490,316 2,022,670,801

239,144,942 193,545,237 24,504,953 60,395,859

567,447,388 267,407,678 1,258 -

227,824,103 184,330,906 140,019,740 42,562,790

3,384,124,260 1,208,655,740 384,016,267 2,125,629,450

(677,272,379) (186,801,235) -

2,706,851,881 1,021,854,505 384,016,267 2,125,629,450

Media Baht

Music distribution Baht

Consolidated For the year ended 31 December 2014 (Restated) Showbiz Other business services Total Baht Baht Baht

3,356,834,829 904,702,942

457,816,856 61,028,822

458,514,472 42,662,259

33,285,277 73,598,788

4,306,451,434 1,081,992,811

(1,081,992,811)

4,306,451,434 -

3,144,412,592 1,117,125,179 234,244,375 2,192,333,745

346,148,604 172,697,074 15,623,557 71,998,956

414,696,493 86,480,238 365,760 -

106,720,734 163,331 137,996,865 45,614,730

4,011,978,423 1,376,465,822 388,230,557 2,309,947,431

(1,070,904,420) (11,088,391) (28)

2,941,074,003 1,365,377,431 388,230,557 2,309,947,459

Eliminated Baht

Total Baht

Eliminated Baht

Total Baht

Credit facilities As at 31 December 2015 and 2014, undrawn borrowing facilities are as follows: Consolidated 2015 2014 Million Baht Million Baht Various credit facilities - Unused

990

1,020.50

Company 2015 2014 Million Baht Million Baht 820

820.00

Commitments, contingent liabilities and significant agreements 36.1

Commitments Consolidated 2015 Baht Capital Commitments Purchase assets Operating lease Commitments Within 1 year Later than 1 year but not later than 3 years Total

2014 Baht

Company 2015 Baht

2014 Baht

174,989,500

59,846,390

34,550,052

59,646,390

82,450,722

7,777,778

82,450,722

142,297,112

42,327,830

142,097,112

Annual Report 2015

RS Public Company Limited Notes to the Consolidated and Company Financial Statements For the year ended 31 December 2015

183

Commitments, contingent liabilities and significant agreements (Contâ&#x20AC;&#x2122;d) 36.2

36.3

Significant agreements with related parties and other entities a)

Two subsidiaries entered into purchase the sport licensing agreements with two overseas federations, resulting in the subsidiaries has the commitment to pay during the year 2010 to 2014 at the amount indicated in the agreement. This is co-guaranteed by the parent company. A commercial bank issues the bank guarantee for each installment that due for payment.

The subsidiary have entered an agreement with five companies whereby those companies are to provide satellite transmission services during year 2012-2023. The Company is obligated to pay transmission service fee and other expenses as stipulated in the agreements. The Company is required to comply with conditions stipulated in the agreements.

The subsidiary has entered into 1 agreements to buy airtime of Radio Broadcast Station with the government agency for the period of 2 years starting from 1 January 2016 to 31 December 2017 as stipulated in the agreements.

The National Broadcasting and Telecommunications Commission (NBTC) granted licenses to the Company and two subsidiaries to operate telecommunication business. The Company and the subsidiaries are obligated to comply with certain conditions as stated in the licenses, and to pay annual license fee, together in accordance with conditions and requirements stipulated by the NBTC.

The subsidiary has entered into the Standard Definition Terrestrial Digital Television Network Services agreement with Organization of Thailand Public Broadcasting Services (TPBS) for operation digital television for 15 years and had obligated to pay service fees as stipulated in the agreements. The subsidiary has submitted bank guarantee at 5% of total contract amount to the TPBS.

Contingent liabilities As at 31 December 2015 and 2014, the Group had contingent liabilities with the local banks as follows: Consolidated 2015 Guarantee to the Company, its subsidiary and other companies (Baht Million)

14.9

2014

18.35

Company 2015

2014

Significant claims and legal litigations 37.1

As at 31 December 2015 and 2014, the Company and the subsidiaries were sued, with the plaintiff demanding the Company to pay for the damage caused by the Companyâ&#x20AC;&#x2122;s alleged copyright violation action in the amount of Baht 102.63 million and Baht 82.82 million, respectively. This case is still being adjudicated. Then, the management has not recorded related provision.

37.2

Sponsor fee for broadcasting FIFA world cup 2014 In June 2014 the subsidiary company and National Broadcasting and Telecommunications Commission (NBTC) have agreed to whereby the subsidiary company shall broadcast all matchs of FIFA World Cup 2014 to Free TV and NBTC shall sponsor to the subsidiary company at amount of Baht 427.00 million. The subsidiary company received certain amount of Baht 369.86 million and recorded as revenue from media. Presently the subsidiary company is in process to appeal to receive sponsor fee for the remaining amount of Baht 57.14 million from the NBTC. This case is still being adjudicated in an administrative court.

RS Public Company Limited

MEDIA NotesREVOLUTIONIST to the Consolidated and Company Financial Statements For the year ended 31 December 2015

Subsequent events Treasury shares On 2 February 2018, the Company’s Board of Director No. 1/2016 passed a resolution to repurchase the Company’s paid up capital as detail as detail follows: The maximum amount for the share repurchase are not exceeding Baht 470.00 million. Number of repurchased shares will be not exceeding 50.70 million shares at par value of Baht 1 per share, which is equivalent to 5.02% of the total issued shares. Repurchasing of shares on the Stock Exchange of Thailand. The repurchase period will be within 6 months since 25 February 2016. In determining the repurchase price, the average market price during 30 days prior to the date on which the Company discloses the information of shares repurchase will be used as the basis of calculation. The repurchase price must be not exceed average closing price during 5 working days prior to each trading date plus 15% of such average closing price. The average market price during 30 days during 18 December 2015 to 1 February 2016 was Baht 9.27 per share. Dividend payment At the Board of Directors’ meeting no.2/2016 on 24 February 2016, the board of directors approved the dividend payment from the period 1 January 2015 to 31 December 2015 at Baht 0.10 per share.

Annual Report 2015

RS PUBLIC COMPANY LIMITED. Chetchotisak Building, 419/1 Ladphrao 15, Ladphrao Road, Chomphon, Chatuchak, Bangkok 10900, Thailand Tel : +66 (0) 2511 0555 , Fax: +66 (0) 2511 2324