Table of Contents Topic Page Message from the Chairman 1 1 Part 1 Business Operation 1. Policy and overall picture of the business operation 3 2. Characteristics of the Business Operation 16 3. Risk Factor 23 - Business operation of subsidiaries - Demeter Power Company Limited 25 - Demeter Innovation Company Limited 28 - Aukkarawat Plant Renewable Energies Company Limited 30 - Business Operation of Associates - Blue Finix Digital Company Limited 35 - Hero Experience Company Limited 37 4. Stock information and shareholders 40 5. Dividend policy 43 6. General information and other important information 43 Part 2 Management and corporate governance 7. Managing structure 45 8. Corporate governance 57 9. Corporate social responsibility 74 10. Internal control and risk management 75 11. Related transactions 76 Part 3 Financial positions and operating performance 12. Important financial information 83 13. Analysis and explanation of the management 92 Table of Contents (continued) Topic Page Attachments 1. Details on directors, executives, controllers and corporate secretary 106 2. Details on the directors of subsidiaries 124 3. Details on the internal auditor and corporate governance 125 4. Report of the audit committee for 2017 127 5. Independent auditor’s report for 2015-2017 130 5.1 Independent auditor’s report for 2015-2016 131 5.2 Independent auditor’s report for 2016-2017 188 6. Audit fee 254 Note "Investors can find further information regarding the Company from the Annual Registration Statement (Form 56-1) which has been disclosed at www.sec.or.th or www.demetercorporation.com" - 1 - Message from the Chairman To: The Shareholders of Demeter Corporation Public Company Limited Demeter Corporation Public Company Limited is committed to operate its business with responsibilities to the economy, society and environment. The Company has two major types of businesses: renewable energy and digital innovation. The Company has set a strategy for its renewable energy business to be the Company’s stable source of revenue every year. In addition, the Company has also laid out a strategy for its digital innovation business segment to support the growth and changes of the world as well as Thailand in the future. Last year, the Company has continued to pursue energy business, plan, procure, and implement energy saving projects for both the public and private sectors, using the expertise and knowledge of the management team and the operating team full of experts and professionals. This also applies to the renewable energy projects whether they are biomass power plants or solar power plants, the Company is always in negotiation into doing and investing in these types of businesses in the ASEAN region and in other countries. While for the digital innovation business segment, the Company has invested in online business ventures, especially businesses involved in the development of live stream applications (Online Live Streaming Platform). Technology today is rapidly changing and therefore if we do not capitalize on the opportunity, the Company may face challenges in trying to compete with other competitors. The Company currently has a good relationship with media content provider in which the Company has made an investment with Triple CH Holdings Company Limited, which holds the live broadcasting rights of the English Premier League, UEFA Champions League and La Liga in the Philippines. Furthermore, the Company has also made an investment in a project notably to be one of the country’s largest landmark known as The Marvel Experience Thailand: Theme Entertainment Attraction (“TMX”); a digital hyper-reality entertainment. The construction of the attraction has begun in area of Mega Bangna, in which the area has plans to develop its shopping mall to become a Mega City to help promote The Marvel Experience to become a complete tourist attraction. Moreover, the project is also supported by government organizations which fulfills the Macroeconomic Policy for 2018, in terms of supporting the expansion of the tourism sector in various fields along with the distribution of income into the community. Aligning to the vision of the company, regarding social and community responsibility, the Company remains committed and engaged in doing activities that are beneficial to society, along with continuing business operations under the ethical principles and good corporate governance. After all, in every project management, the Company takes into account the maximum benefit of the shareholders and uses good governance as a guideline to formulate a solution strategy. On behalf of the Board of - 2 - Directors, I would like to sincerely thank the shareholders, business partners, financial institutions, related government organizations, suppliers, customers, as well as the management team and staff of the Company, who have dedicated their hard work for Company to move forward. We look forward to receiving your trust and support in the future. Yours Sincerely, Suthep Liumsirijarern ( Mr. Suthep Liumsirijarern ) Chairman of the Board of Directors - 3 - Part 1 Business Operation 1. Policy and Overall Business Operation 1.1 Vision Objective Goal or Business Strategy Demeter Corporation Public Company Limited (DCORP) (“the company”) is a public company registered in the Stock Exchange of Thailand. The major business operations include media, innovation, and renewable energy. For more efficient operation, the company has changed its image and restructured the organization and managed by the management team who has expertise and experience on each business of the company. The company has well prepared on business strategy, personnel and resources for the business expansion and committed to operate its business under ethical principles and good governance together with corporate social responsibility and to create the stability and sustainability to the company and its shareholders. With respect to its vision, apart from media which is originally its core business, the company sets a goal to penetrate and become fully engaging in innovation and energy businesses, viewing that electricity is a basic infrastructure with increased demand every year. While for innovation business, the company continues to develop its digital entertainment project by investing in The Marvel Experience: Theme Entertainment Attraction, which the company has a 37.5% shareholding in Hero Entertainment Co., Ltd., totaling Baht 325 million. The project is expected to open in Q2/2018 and as a result, the company’s financial status will be strengthened. In addition, the company is in the process of studying new investment projects and the company is ready to make those investments, thus the cash flow is around 200 million Baht and has no debt. The company targets to engage in innovative alternative energy business of all types onshore and offshore, aiming at sustainable ones which give high return and cause no impact to the environment so as to create solid and sustainable benefits to itself and its shareholders. To achieve that goal, the company will ensure all relevant studies are in place to prepare for and support future expansion of investment in the innovation and alternative energy businesses. 1.2 The Company’s History and Key Development Demeter Corporation Public Company Limited formerly Asia Joint Panorama Public Company Limited registered to be a limited company on June 29, 1978 named Aow Kham Thai Company Limited in order to conduct the business of tin mine business in the sea and renting out tin digging ship. Later on June 9, 1994, the company registered in the Stock Exchange of Thailand. Currently, the Company has been operating media business having 16 satellite TV channels. The company’s policy is to reduce the satellite TV business by terminating the unprofitable channels. On October 31, 2015, the company terminated 8 satellite TV channels with M.V. Television (Thailand) Co., Ltd. However, the company has focused in ICT business and energy business to replace the 8 satellite TV that was terminated. Demeter ICT Company Limited is incorporated on February 9, 2015 and its business objective is to provide information technology services, electronic commerce and digital marketing. On October 9, 2015, the company invested in energy business by holding 25 % of registered capital - 4 - of Winchai Co., Ltd., who is the provider of electricity generated from wind energy. The company has the significant changes as follows. 1993 The company faced the loss from tin mine business continuously because the tin price was low around to the world. This made the company to stop the tin business in the year 1994 temporarily. Later in the 1997 year 1997, the company had started the industrial rock manufacturing at Muak Lek district, Saraburi by sub-leasing 4 mine concessions from Sayam Hin Pradub Co., Ltd. and later the company name was changed to "Sino-Thai Resources Development Public Co., Ltd." in order to be consistent with the operating business. In the same year, the company had been notified from the Stock Exchange on being possible to be delisted due to stopping the business and no major business operation within the specific period. The stock was SP and moved to REHABCO ((Companies under Rehabilitation) which is the registered category under the revision process). 1999 In the year 1999, the company had made rehabilitation plan by specifying the plan for 5 years in order to to resolve the cause of the share of the company to be considered withdrawn. In the year 2000, the 2003 Stock Exchange has changed the condition of allowing the share in the category REHABCO to resume trade, which the company has qualification according to the said criteria and has been considered from the SET to be traded in the Stock Exchange again on March 6, 2000. In the year 2003, the company proceeded the debt restructuring successfully (100% of the total debt of the company) which made the company to have profit from the debt repayment in the amount of Baht 87.90 million and to have profit from the debt restructuring in the amount of Baht 108.6 million.