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Translation FORM 56-1 Dated December 31, 2016 CS Loxinfo

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Translation FORM 56-1 Dated December 31, 2016 CS Loxinfo Translation FORM 56-1 Dated December 31, 2016 CS LoxInfo Public Company Limited (CSL) CONTENTS Page Part I Business Operations 1. Policy and Business Overview 1 - 10 2. Natural of Business Operations 11 - 36 3. Risk Factors 37 - 40 4. Properties and Equipment Used in Business Operations 41 - 43 5. Legal Dispute 44 6. General Information of the Company and Others Related Information 45 - 56 Part II Management and Corporate Governance 7. Capital Structure and Shareholders 57 - 58 8. Management Structure 59 - 76 9. Corporate Governance 77 - 119 10. Corporate Social Responsibilities 120 11. Internal Control and Risk Management 121 - 124 12. Related Transactions 125 - 134 Part III Financial Positions and Operating Results 13. Financial Highlight 135 - 147 14. Management’s Discussion and Analysis 148 - 154 Certification of the Correctness of the Information Attachment Attachment 1: - Details of Directors, Management Team and Company Secretary - Duties and Responsibilities of the Company Secretary - Details of Directors and Management Team in Company, Holding Company, Subsidiary and Other Related Parties (Directly and Indirectly) Attachment 2: Details of Directors of the Company's Subsidiaries Attachment 3: Details of the Head of Internal Audit and Head of Compliance Unit Attachment 4: - Independent Directors and Audit Committee’s Opinion regarding the Connected Transactions - Audit Committee Report, Remuneration Committee Report, Nomination and Corporate Governance Committee Report, Executive Committee Report - Board of Directors’ responsibility for Financial Reporting CS LOXINFO PLC. FORM 56-1 FOR YEAR 2016 1. Policy and Business Overview 1.1 Vision and Mission Vision Strive towards long - term sustainability. By continuous development and innovation, and with social responsibility. To bring happiness to our customers and employees and make reasonable profits for our shareholders Long term goal Our corporate objective or long term goal is to develop and provide quality product and service, in order to be the leading ICT service provider, satisfied and trusted by our customers, in accordance with our vision Mission CS LOXINFO – A leading provider of ICT in Thailand ADV – A famous application service provider via mobile phones TMC – The number one media provider of telephone directories of individuals, agencies and organizations Part I page 1 CS LOXINFO PLC. FORM 56-1 FOR YEAR 2016 1.2 Business Overview Overall Business Directions Mainly moving toward ICT strength and penetrating into potential target groups CS LOXINFO Direction Propelling new growth Developing existing services Incubating new business Internet broadband for Cloud computing system data Cloud solutions, research and condominiums in Bangkok areas center, leased line internet (main development, promotions, and (focus on competitive groups and service lines) business partnership (hotel locations) management system, accounting system, ERP, POS, CRM etc.) Target General customers Corporate clients SMEs group TMC/ADV Direction: To develop products & services coordinating with ICT business Cloud solutions for advertising, e-commerce; cloud solutions for mobile office Target: SMEs group At present, the operation under the CSL’s Group could be classified into 3 major business categories as follows: CS LoxInfo Public Company Limited: operates ICT business by providing distinguished internet, computer and telecommunication services to corporate customers with focusing on quality services and flexibility to meet customers’ need. At the present, the major customers are medium to large business groups. Teleinfo Media Public Company Limited: operates advertising business integrating publications and websites (YellowPages). The major customers are medium to small business groups. AD Venture Public Company Limited: operates mobile content business by providing information, entertainment and application for mobile phone users. The major customers are mobile phone users. In addition, TMC and ADV have a related service, which is Outsourcing Call Center service. The content in this annual report was divided into three segment based on our core businesses, which are ICT, YellowPages and Mobile Content. By the way, Outsourcing Call Center service that is the related service between TMC and ADV Part I page 2 CS LOXINFO PLC. FORM 56-1 FOR YEAR 2016 has been group together with Mobile Content and reported as Voice Info Services & Mobile Content Business segment in order to make it easy for overall business understanding. Internet Access and ICT Services Business (ICT): CS LOXINFO provides the top-quality internet services under the name “CS LOXINFO” to respond the customers’ requirements by targeting in the business and corporate customers sectors. In 2016, Internet Access and ICT Services Business contributes 79% of consolidated revenue and 89% of consolidated profit. The main revenue streams were Leased Line Services, Internet Data Center (IDC) Services, ICT Solution and Cloud Computing Services, which was contributed 95% of ICT revenue. Media and Advertising on Yellow Pages Business (YelloPages): CS LOXINFO provides the publishing of the Thailand YellowPages through its subsidiary, Teleinfo Media Public Company Limited (TMC). TMC provide advertising platform through Print, Website, PC, Mobile, and Laptop for business and individual user. In 2016, Media and Advertising on Yellow Pages Business contributes 7% of consolidated revenue and had net loss Baht 20 million or -7% of consolidated profit. Voice Info Services & Mobile Content Business (Voice & Mobile Content): comprising of the services as follows: o Mobile Content Services and Web Portal, namely hunsa.com through its subsidiary, AD Venture Plc. (ADV) by targeting in “Mobile Telephone Consumers users” o Audiotex and Outsourcing call center Service through its subsidiary, Teleinfo Media Public Company Limited (TMC) by targeting in “business and corporate customers both small and big size business” In 2016, Voice Info Services & Mobile Content Business contributes 14% of consolidated revenue, and 18% of consolidated profit. Part I page 3 CS LOXINFO PLC. FORM 56-1 FOR YEAR 2016 1.3 Key performance in 2016 1.3.1 SOCIO-ECONOMIC DEVELOPMENT The company adheres to the guiding principles of Corporate Social Responsibility established by the Securities and Exchange Commission of Thailand in order to meet our key objectives and lead to sustainable development. We focus on providing a comprehensive range of sales and services to satisfy our customers’ needs. In 2016, the company has implemented its plan as follows: Learning abreast of nearby communities in collaboration with the Office of the Non-Formal and Informal Education (NFE Huaykhwang) to support teachers with knowledge and trainings on creation of simple website platforms by a prefabricated website management system, and to train learners and students to use fundamental functions of Microsoft Word, Microsoft Excel, and Microsoft PowerPoint programs. Learning abreast of communities in remote areas to give them appropriate assistance consistent with our specialized expertise in a good partnership with the Office of the Non-Formal and Informal Education of Lampang Province (NFE Lampang) in an aim to develop people in order to strengthen the communities with knowledge, wit on changes, and ability of self-reliance. Organizing “the 2nd Year of Fit@work” health activity to provide health and nutrition knowledge along with “the Office Syndrome: Things we must know” activity where specialist keynote speakers from hospitals are invited to give knowledge on treatment of chronic pain caused by hasty and work-made lifestyle in limited space sticking to desks and computer monitors. Encouraging our staff and people in communities to participate in making good causes for the communities, and raise environmental awareness by collaborating to plant trees on the road sides “the 2nd Year of Planting Golden Shower Trees on the Road Sides, Planting Tree Shadows for Our King Project” that is held on the sides of rural roads no. 4024 and 2037 in Tha Tako District, Nakhon Sawan Province. 1.3.2 CORPORATE GOVERNANCE To comply with the good corporate governance and for the benefit of stakeholders, for the year 2016, the Board of Directors has implemented The revision of Corporate Governance Policy are as follows; o The independent directors can serve a maximum of three consecutive terms, or no longer than 9 years. o It is the Board’s policy that an individual who will be 72 years of age or older at the time of appointment shall not be nominated as a director. The Board may approve the Part I page 4 CS LOXINFO PLC. FORM 56-1 FOR YEAR 2016 nomination for reappointment of directors who will be 72 years of age or older at the time of appointment for only one more term. o At least two-thirds of the directors must be present at a meeting to constitute a quorum. The whistle blowing and Misconduct & Fraud Investigation Policy has been revised and separated into two policies which are : 1) Whistle-blowing Policy and 2) Misconduct & Fraud Investigation Policy. Its contents in many sections have been adjusted for more transparency and standard in practical. Control Self-Assessment-CSA: The Company has implemented the control self-assessment or CSA since the year 2014 to support the good internal control of the company and it has continued to expand in every year. For the year 2016, there are 8 processes have been implemented and the total are 18 processes. The work process which has been implemented the CSA
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