ASIASOFT ANNUAL REPORT 2019 Message From The Chairman And The Chief Executive Officer Report Of The 2 Audit Committee Board Of 4 Directors Executive Committee And 8 17 Subsidiary’s Management Highlight Events Of 2019 21 Online Games Launching 47 In 2019 Policy And Overview Of The Company’s Business 49 54 Nature of Business Risk Factors 81 85 General Information Information Of Securities And Shareholders 91 93 Management Structure Corporate Governance 101 Corporate Social Responsibility Internal Control 115 And Risk Management 132 Connected Transactions Statement Of The Board Of 135 Directors’responsibilities For The Financial Reporting 139 140 Financial Highlight Management Discussion And Analysis Of Financial Status And Operating Results 142 150 Financial Statement ASIASOFT ANNUAL REPORT 2019 1 MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER In 2019, the gaming industry has been facing intense competition, especially in the mobile gaming market sector. Given the challenges, Asiasoft has shown its determination in enhancing our services and knowledge in all sectors in keeping up with our competitive edge. As a result, the Company has successfully been able to gain profits in turnover for the past 3 consecutive years. This is considered a great sign for the year 2020 for the Company in increasing revenue growth and profits as planned. The main factor that played a major role in the success we gained in the past year is the launch of the mobile gaming services in Thailand, proving to be a very huge success. This accomplishment reflects the Company’s increased skills, understanding and expertise in the mobile gaming market and shows that we have gained more understanding of gamers’ behaviors and needs. Besides improving product management, during the past two to three years, Asiasoft has reengineered the organizational structure to make them simple and less complex in responding to the world’s situation. Moreover, the Company was able to significantly minimize operating costs in several key areas. Our goal in 2020 is to continue on with more determination and effort in superseding growth targeting strong revenue and profit. Facing high competition and rapid change in the gaming industry, we are aware that competition is not only against local business operators but global competitors as well. Despite being in a competitive market, we – Asiasoft – have proven our persistence through the difficulties and the ability to overcome challenges in the past years. We are also one of the few gaming business operators that continue to deliver online gaming services across Southeast Asia. With our potential and great professional experiences in this business, we have successfully built trust with our well-known world-class alliances in delivering popular games and services. In 2020, Asiasoft aims to launch high-quality mobile games and services that have gained popularity and success in other countries and match gamer tastes and preferences in Southeast Asia. The Company is also focused on potential markets in Indonesia. 2 ASIASOFT ANNUAL REPORT 2019 On behalf of Asiasoft, I would like to take this opportunity to sincerely thank you our shareholders, valued customers and business alliances for your continuing support, confidence and above all for your trust. Most importantly, I would like to thank you all staff members and administrative teams who have been working committedly showing your ongoing valuable contribution. Your engagement has always been a key to the Company’s success. We assure you that together we will put an effort into building a widespread reputation and acceptance in all sectors. The Company will continue to grow and nurture the business with strong determination under a principle of good Corporate Governance, through the Code of Conduct and Corporate Social Responsibility concerns in order to create the utmost benefits for shareholders and all stakeholders alike. Mr. Tan Tgow Lim Mr. Pramoth Sudjitporn Chairman Chief Executive Officer 3 ASIASOFT ANNUAL REPORT 2019 2 REPORT OF THE AUDIT COMMITTEE The Audit Committee of Asiasoft Corporation Public Company Limited consists solely of three independent directors with the qualifications set forth by the Securities & Exchange Commission i.e. Mr. Chalermphong Jitkuntivong as Chairman of the Audit Committee, Mrs. Monluedee Sookpantarat and Pol.Col. Yanaphon Youngyuen, as Audit Committee Member. The Audit Committee has always performed its work in accordance with duties and responsibilities that assigned by the Board of Director and under the charter of Audit Committee that comply with the best practice guidelines for audit committee, relative Rules and Regulations of the Stock Exchange of Thailand. During the year 2019, the Audit Committee met totally 5 times together with the Management, the Account and Finance Department, Outsourced Internal Audit and the external auditors every quarter depending on the relevant agenda which can be concluded as follows : 1. Ensure accurate and adequate financial reports. To review the quarterly and yearly Company’s financial statements together with the external auditors and the Management by questioning, discussing and advising on certain issues and matters relating to the Company’s financial reports. In addition, the Audit Committee held the meeting with external auditors without management 1 times, in order to grant external auditors the opportunity to express any problems and recommendation. The Audit Committee is of the opinion that the financial statements of the Company and its subsidiaries were prepared in accordance with generally accepted accounting standards and were presented accurately and fairly with adequate information disclosure. 2. Ensure suitable and efficient internal control and internal audit systems as well as to review the independence of internal audit office. To review internal audit systems, approve the structure of the internal audit plans, acknowledge the result of auditing including the evaluation of the adequacy of the Company’s internal control system together with Outsourced Internal Audit. The Audit Committee is of the opinion that the Company has appropriate and adequate internal control and audit systems. 4 ASIASOFT ANNUAL REPORT 2019 3. Consider, elect and nominate the Company’s outsourced internal audit for the year 2020. The Audit Committee is on the process of consider, elect and nominate the auditor in Thailand to be the outsourced internal auditor for the Company for the year 2020. 4. Ensure compliance with laws pertaining to securities and the stock exchange, regulations of the Stock Exchange of Thailand, Securities and Exchange Commission and laws concerning Company business. The Audit Committee is of the opinion that the Company has complied with relevant rules and regulations that concerning Company business. 5. Consider, elect and nominate the Company’s auditors for the year 2020. To present the Board of Directors to propose to the shareholders’ meeting on the consideration of appointing Mazars Limited as the Company’s external auditor for 2020. Mazars Limited has assigned Mr. Sompop Pholprasarn, Certified Public Accountant (Thailand) No. 6941 and Ms. Wannawat Hemachayart, Certified Public Accountant (Thailand) No. 7049 to be the Project Leader and responsible for the performing of the Company’s external audit of the Company, because he is an independent auditor who has knowledge, ability and experience providing external auditing with the authority, duties, and responsibilities set forth by the Securities and Exchange Commission. 6. Consider the transactions with related parties and transactions with conflict of interest in line with relevant legislation and regulations. To review process, practice, regulations and articles of association of the Company in order that the approved transactions and disclosure comply with the rules or notification of the Stock Exchange of Thailand as accurate and complete. The Audit Committee is of the opinion that the transactions to be in order and are in the best interest of the Company with adequate information disclosure. 7. Self-Assessment. The Audit Committee conducted collective self-assessment in order to guide whether the performance of the Audit Committee is in accordance with the entire scope of responsibilities or not. The Self-Assessment showed that the Audit Committee performed mainly of their duties in accordance with the entire scope of responsibilities. 5 ASIASOFT ANNUAL REPORT 2019 8. Others : 8.1 Reviewing the information disclosed to the Stock Exchange of Thailand and the Securities and Exchange commission, as disclosed in the Company’s annual report year 2019 (Form 56-2) and in the annual information disclosure form as at 31 December 2019 (Form 56-1). 8.2 Reporting the Audit Committee’s activities to the Board of Directors periodically. 8.3 Reviewing the Charter of Audit Committee for ensuring the Charter of Audit Committee is update and suitable for the Organization Environment. 8.4 The record of attendance of the Audit Committee members is summarized as follows : At the Meeting Name Position During 2019 Independent Director and 1. Mr. Chalermphong Jitkuntivong Chairman of the Audit Committee 5/5 Independent Director and 2. Mrs. Monluedee Sookpantarat the Audit Committee Member 5/5 Independent Director and 3. Pol.Col. Yanaphon Youngyuen the Audit Committee Member 4/5 On behalf of the Audit Committee (Mr. Chalermphong Jitkuntivong) Chairman of the Audit Committee 20 February 2020 6 BO TORS ASIASOFT ANNUAL REPORT 2019 ASIASOFT