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Annual Registration Statements 2017 for the Year Ended 31 December 2017

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Annual Registration Statements 2017 for the Year Ended 31 December 2017 Form 56-1 Annual Registration Statements 2017 For the Year Ended 31 December 2017 Minor International Public Company Limited Contents Page No. Part 1 Business 1.Business overview 1 2. Nature of business 6 3.Risk factors 62 4. Assets used in operations 67 5. Legal disputes 79 6. General information and other related information 80 Part 2 Management and corporate governance 7. Securities information 93 8. Management structure 96 9. Corporate governance 102 10. Social Responsibility 110 11. Internal control, Risk management, 119 12. Connected transactions 120 Part 3 Financial position and operating performance 13. Financial highlights 146 14. Management discussion and analysis 150 Certification of correctness of information Attachments Attachment 1: Information of directors, management, controlling person, company secretary Attachment 2: Information of directors of MINT’ subsidiaries, affiliates and related companies Attachment 3: Information of head of internal audit Attachment 4: Report of the Board of Directors‘ responsibilities for financial statements Report of the Audit Committee Report of the Compensation Committee Report of the Nominating and Corporate Governance Committee Attachment 5: Assessment Form of Sufficiency of Internal Control Minor International Public Company Limited Part 1 Business Overview 1. Policy and Business Overview 1.1 Vision, Objective, Target or Operation Strategy To be a leading Hospitality and Restaurant Operator and Lifestyle Brand Retailer through the delivery of branded products and services that provide 100% satisfaction to all stakeholders. 1.2 Major Events 2017 is the celebration of Minor Group’s 50th anniversary and the Company’s 40th year of operations. From a single hotel and one restaurant in Pattaya, the Company has expanded the businesses and today has a portfolio of 158 hotels, 2,064 restaurants and 398 retail outlets across multiple brands in 32 countries. During the year, the Company continued to strengthened its business platform in order to ensure the path for growth. Its hotel business focused on expanding a portfolio of its brands in the existing markets, strategically offering a wider range of choices to customers and cross-selling its brands. In addition, the hotel business made a leap forward by entering into two new markets. At the beginning of the year, it made entrance into India with the opening of Oaks Bodhgaya, a 25% joint-venture hotel in Bihar, India. Later, it entered into the UK with a 74% investment in Corbin & King, comprising six restaurants across London which includes The Wolseley in Piccadilly, together with a management contract of the Art Deco five-star hotel, The Beaumont, in the heart of Mayfair. The investment will serve as platform for further expansion in the UK market. For restaurant business, the Company continued to strengthen its operation both in Thailand and overseas. In Thailand, the Company maintained its leadership position through ongoing product and service innovation, together with proactive marketing campaigns and disciplined outlet expansion. Outside of Thailand, the Company further strengthened its international presence by increasing its shareholding in Riverside, its key brand in China, from 69% to 85%, as well as converting loan to 70% equity of Grab Food, the Thai restaurant concept in the UK. For lifestyle business, the Company continued to build its portfolio by selectively adding new brands. In 2017, it introduced Joseph Joseph, the design-led houseware products from the UK and OVS, the Italian fashion brand for men, women and kids. In November 2017, the Company also successfully concluded MINT-W5 warrant program, resulting in additional equity of Baht 7.9 billion for the entire program. Major events for the past three years in the hotel, restaurant and lifestyle businesses are summarized as follows: 2015 January - Opened Banana Island Resort Doha by Anantara, the first managed hotel in Qatar. The 141- key property was the first and only over-the-water villas in this country. - Invested in Tivoli Hotels & Resorts, comprising two hotel properties in Brazil, including a hotel operating platform and the intellectual property rights of Tivoli Hotels & Resorts brand, and four hotel properties in Portugal, totaling 1,685 keys. Part 1 Page 1 Minor International Public Company Limited February - Opened AVANI Seychelles Barbarons Resort & Spa, a 124-key hotel under management contract. March - Launched Anantara Siam Bangkok Hotel and Spa, a 354-key property to become the brand’s flagship hotel in its home market of Thailand. - Launched Banana Republic flagship store at the EmQuartier. April - Entered into a 50% joint-venture with S&P Syndicate Pcl. under the name “Patara Fine Thai Cuisine” to develop restaurants under the brands Patara and Suda in the UK. - Launched Oaks Carlyle in Mackay of Queensland, a new property with 52 keys under Oaks’ management letting rights contract. - Acquired six camps (four owned and two managed camps) totaling 68 keys in Kenya under the brand Cheli & Peacock through the Elewana Collection. - Increased investment in Riverside, the restaurant concept in China from 49% to 69.2%. May - Issued 5-year bond in the amount of Baht 4,000 million and 10-year bond in the amount of Baht 4,000 million. July - Acquired Oaks Elan Darwin, 301-key hotel, Oaks’ first property in Australian Northern Territory. - Launched The Residences by Anantara, Layan, Phuket, a new luxury development in Phuket. - Opened Zwilling J.A. Henckels shop at Mega Bangna Shopping Mall, expanding lifestyle products to free-standing shop format. October - Invested in 279-key Tivoli Oriente, the fifth Tivoli hotel in Portugal. - Assumed management of Souq Waqif Boutique Hotel, with a total of 183 keys, in Qatar. - Increased stake in Minor DKL Food Group Ltd., the Australia hub, from 50% to 70%. November - Launched The Milton Brisbane in Queensland, a new property with 73 keys under Oaks’ management letting rights contract. December - Opened Anantara Peace Haven Tangalle Resort, a 152-key hotel under 50% joint-venture in Sri Lanka. - Soft-opened Riverside Plaza in Bangkok. - Opened 13 outlets at Don Mueang International Airport, Domestic Terminal 2 in collaboration with SSP Thailand. - Received the Treasury Center License from Ministry of Finance. 2016 January - Certified as a member of the Private Sector Collective Action Coalition Against Corruption (CAC). February - Completed the acquisition of the entire Tivoli portfolio, consisting of fourteen hotels across Portugal and Brazil, the operating platform and the Tivoli Hotels & Resorts brand. - Opened AVANI Riverside Bangkok Hotel, a 248-key property and the brand’s flagship hotel in its home market of Thailand. - Issued 5-year bond in the amount of Baht 2,800 million and 15-year bond in the amount of Baht 1,200 million. - Signed a long-term lease through a joint-venture for a plot of land on Silom Road to develop an office & retail building. - Obtained approval of MINT’s IHQ (International Headquarter) from Revenue Department. Part 1 Page 2 Minor International Public Company Limited March - Launched Oaks Woollongabba in Brisbane, Australia, a new property with 61 keys under Oaks’ management letting rights contract. - Completed the acquisition of 25% share of Bodhi Hotels & Resorts Pvt. Ltd. in India, for the development of an Oaks hotel in Bodhgaya, India. April - Assumed management of Loisaba Tented Camp and Loisaba Star Beds totaling 16 keys in Kenya under the brand Elewana Collection. - Launched Brooks Brothers, an American-based fashion brand in Thailand. June - Launched the first Riverside, the China-based sichuan barbecue fish restaurant concept in Singapore. - Changed the status of investment in BreadTalk Group from available-for-sale investment to investment in associate. - Obtained approval of Minor Hotels’ IHQ (International Headquarter) from Revenue Department. July - Launched Oaks Southbank in Melbourne, Australia, a new property with 116 keys under Oaks’ management letting rights contract. - Opened Anantara Kalutara Resort, with a total of 141 keys in Sri Lanka. - Increased shareholding in The Royal Livingstone Victoria Falls Zambia Hotel by Anantara and AVANI Victoria Falls Resort in Zambia from 50% to 100%. - Assumed management of AVANI Deira Dubai Hotel, with a total of 216 keys in the UAE. - Assumed management of AVANI Khon Kaen Hotel & Convention Centre, with a total of 196 keys in Thailand. - Opened first four equity restaurant outlets at Yangon International Airport in Myanmar. September - Opened 9 outlets at Phuket International Airport, International Terminal 2 in collaboration with SSP Thailand. - Launched Etam, a leading lingerie brand from France, in Thailand. October - Opened Anantara Al Jabal Al Akhdar Resort in Oman, a 115-key hotel under management contract. - Launched Anantara Chiang Mai Serviced Suites, a new residential project across from Anantara Chiang Mai Resort & Spa. - Launched Radley, handbag and leather accessories from London, in Thailand. November - Rebranded Pattaya Marriott Resort & Spa to AVANI Pattaya Resort & Spa, with a total of 298 keys in Thailand. - Opened Al Baleed Resort Salalah by Anantara in Oman, a 136-key hotel under management contract. - Acquired Elements Boutique Resort & Spa Hideaway totaling 34 keys in Koh Samui, Thailand. - Launched Anello, Japanese bag and accessory lifestyle brand as the exclusive Thailand distributor. December - Added Chiang Mai, Thailand as new destination of Anantara Vacation Club. 2017 January - Opened Oaks Bodhgaya,
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