ANNUAL REPORT 2020 SPA SIAM WELLNESS GROUP PCL. 2 ANNUAL REPORT 2020 CONTENTS Message from Chairman 4 Board of Directors 6 General Information and other information 8 News and Events 12 Financial Hightlight 18 Audit Committee’s Report 20 Risk Management Committee’s Report 22 Nomination and Compensation Committee’s Report 23 Corporate Governance Committee’s Report 24 SIAM WELLNESS GROUP PLC. 3 Part 1 27 • Policy and Overview of Business Operation 28 • The Characteristics of the Business Operation 36 • Risk Factor 61 Part 2 65 • Securities and Shareholders information 66 • Organizational Structure 68 • Corporate Governance 86 • Corporate Social Responsibility (CSR) 106 • Internal Control and Rish Management 111 • Related Party Transactions 113 Financial Information 124 Accountability Report for Financial Statements 125 Management Discussion and Analysis 126 Financial Statement 133 4 ANNUAL REPORT 2020 Mrs. Pranee Suphawatanakiat MESSAGE FROM CHAIRMAN SIAM WELLNESS GROUP PLC. 5 Dear Shareholders of Siam Wellness Group Public Company Limited [SPA], On behalf of the Board of Directors of Siam Wellness Group Public Company Limited [SPA], I would like to sincerely thank all of the shareholders for your trust and support in our company. Following the COVID-19 Global Pandemic, the local and global economy have slowed down with signifi cant impact on Tourism Industry. Tourists, our key target customer segment, cannot travel to Thailand and local customers were forced to Work from Home and reduce travelling. Moreover, all branches of Spa were temporarily shut down after the Notifi cation to close spas and massages throughout Thailand by resolution of the Cabinet between 18 March – 31 May 2020 and Hotel in Chiang Mai was temporarily shut down between April to July 2020 to reduce the spread. Thus, resulting in the fi rst year of net operating loss since listed in the Stock Exchange of Thailand. In 2020, the total revenue is 431.34 million baht, a decrease of 69.24% from 2019 and the total net loss is 209.09 million baht, a decrease of 182.16% from 2019. In 2020, Siam Wellness Group Public Company Limited continues to expand additional Wellness business including “Stretch me Clinic” off ering a variety of bespoke programmes that combined hands-on therapy with physical modality machine under the supervision of experienced Physiotherapist and “Dr. Spiller Pure Skin Care Solutions” off ering facial indulgence experience to enhance the long-term benefi ts of youthful skin using Dr. Spiller, a sophisticated skincare brand from Germany. In addition, the company expands the new Flagship Store concept of “Leisure Space”, A place where wellness gathering providing the ultimate pampering journey composing of “Let’s Relax Spa”, “Stretch me Clinic”, “Dr. Spiller Pure Skin Care Solutions” and “LRL” Experience Store on 1,800 sq.m. on 2nd Floor of CentralWorld. In summary, as of 31st December 2020, there are a total of 69 branches including 3 branches of RarinJinda Wellness Spas, 48 branches of Let’s Relax Spa (43 domestic and 5 overseas), 5 branches of Stretch me, 1 branch of Stretch me Clinic, 3 branches of Dr. Spiller Pure Skin Care Solutions and 9 branches of Baan Suan Massage. In terms of Corporate Governance, we are honored to receive Best Small Cap Company from Finance Asia’s Best Companies 2020 and select as Forbes Asia’s 200 Best Under a Billion List in 2020 for third consecutive years. In terms of Investor Relations, we are delighted to receive the Best Investor Relations Awards for listed Company in mai at SET Awards 2020 and Certifi cate of Excellence in Investor Relations from IR Magazine Awards South East Asia 2020. Moreover Thai Investors Association has rated our Annual General Meeting of Shareholders as 98 points out of 100 points. Lastly, I would like to sincerely thank our management and staff for their contributions to the Company in the challenging time as well as our advisors for their continuously support for the Company to overcome this crisis. These will be a great willpower and encouragement for the Company to continue to achieve its business vision of providing accessible wellness services rooted in Thai wisdom & hospitality so that people have better well-being. On behalf of the Board of Directors Yours sincerely, (Mrs. Pranee Suphawatanakiat) Chairwoman 6 ANNUAL REPORT 2020 BOARD OF DIRECTORS As of December 31, 2020, The Board of Directors composed of 9 Directors: Mrs. Pranee Suphawatanakiat 1 • Chairman of the Board of Directors Mr. Wiboon Utsahajit 2 • Director • President of the Executive Committee • Chief Executive Officer Mr. Prasert Jiravanstit 3 • Director • Member of the Executive Committee • Member of the Nominations and Compensations Committee • Managing Director Mrs. Thanit Amorntirasan 4 • Director • Member of the Executive Committee • Member of the Corporate Governance Committee • Deputy Managing Director SIAM WELLNESS GROUP PLC. 7 Mr. Narun Wiwattanakrai 5 • Director • Member of the Executive Committee • Member of the Risk Management Committee • Assistant Managing Director Mr. Polchet Likittanasombat 6 • Director • Chairman of the Audit Committee (Audit Committee with Accounting Knowledge) • Member of the Corporate Governance Committee • Independent Director Mr. Chaiyut Thienvutichai 7 • Director • Member of the Audit Committee • Chairman of the Nominations and Compensations Committee • Member of the Risk Management Committee • Independent Director M.R. Pensiri Chakrabandhu 8 • Director • Member of the Audit Committee • Chairman of the Corporate Governance Committee • Member of the Nominations and Compensations Committee • Independent Director Mrs. Supee Pongpanich 9 • Director • Chairman of the Risk Management Committee • Member of the Corporate Governance Committee • Independent Director 8 ANNUAL REPORT 2020 GENERAL INFORMATION AND OTHER INFORMATION 1. General Information Company Name : Siam Wellness Group Public Company Limited Stock name : SPA Company Registration Number : 0107557000144 Business Type : Spa and Wellness under 6 brands • RarinJinda Wellness Spa, • Let’s Relax, • Baan Suan Massage, • Stretch me by Let’s Relax, • Dr. Spiller Pure Skin Care Solutions and • Stretch me Clinic Head Office Address : 483 Soi Suthiporn, Prachasongkroh Road, DinDaeng, Bangkok 10400 THAILAND Branch Address: 1) RarinJinda Wellness Spa • 14 Charoenraj Road, Wat Kate sub-district, Muang district, Chiang Mai • Grande Centre Point Ratchadamri Hotel, 6th and 8th Floor, No. 153/2 Soi Mahatlekluang 1, Ratchadamri Road, Lumpini sub-district, Pathumwan district, Bangkok • Grande Centre Point Ploenchit Hotel, 30th and 31st Floor, No. 100 Wireless Road, Lumpini sub-district, Pathumwan district, Bangkok 2) Let’s Relax • Terminal 21 Shopping Mall, 6th Floor, Room SH-6-003, 004, No. 2,88 Soi Sukhumvit 19, Klongtoey Nua sub-district, Wattana district, Bangkok • Pavilion Night Bazaar Shopping Mall, 1st and 2nd Floor, No. 145 Changklan Road, Changklan sub-district, Muang district, Chiang Mai • 184/14 Pangmuang Sai Kor Road, Patong sub-district, Kathu district, Phuket • 209/22-24, Raj-u-thid 200 years old Road, Patong sub-district, Kathu district, Phuket • Centre Point Residence Phromphong, No. 77 Soi Sukhumvit 39, Sukhumvit Road, Klongtun Nua sub-district, Wattana district, Bangkok • 240/9 Moo 5, Naklua sub-district, Banglamung district, Chonburi • Mandarin Hotel Bangkok, M Floor, No. 662 Rama 4 Road, Mahapreuttharam sub-district, Bangrak district, Bangkok • Siam Square 1 Shopping Mall, 6th Floor, Room SS6032 and SS 6041, No. 388 Rama 1 Road, Pathumwan sub-district, Pathumwan district, Bangkok • Hua Hin Market Village Shopping Mall, 2nd and 3rd Floor, Room E201, E201_Terrace, E301, A313, No. 234/1 Phetkasem Road, Hua Hin sub-district, Hua Hin district, Prachuab Khiri Khan SIAM WELLNESS GROUP PLC. 9 • Park Lane Bangkok, 2nd Floor Room B205-214, No. 18 Soi Sukhumvit 61, Sukhumvit Road, Klongton Nua sub-district, Wattana district, Bangkok • 97/2, 97/3-4, 97/5, Ratchadamnoen Road, Phra Singha sub-district, Muang district, Chiang Mai • 7/24 Soi Suanplu, Thungmahamek sub-district, Sathorn district, Bangkok • The Street Ratchada, 3rd Floor, No. 139 Ratchadaphisek Road, Dindaeng sub-district, Dindaeng district, Bangkok • MBK Center, 5th Floor, Room No. PLA.F05.A010000 No. 444 Phayathai Road, Wangmai sub-district, Pathumwan district, Bangkok • The Berkeley Hotel Pratunam, 10th Floor, No. 559 Ratchaprarop Road, Makkasan sub-district, Ratchathewi district, Bangkok • 47/3-6 Phayathai Road, Phayathai Road sub-district, Ratchathewi district, Bangkok • Grande Centre Point Hotel Sukhumvit 55, 5th Floor, No. 300 Soi Sukhumvit 55, Sukhumvit Road, Klongton Nua sub-district, Wattana district, Bangkok • 121/3 Wake Up Hotel Aonang, 1st Floor, Aonang sub-district, Muang district, Krabi • 224/2-3 Karon Road, Karon sub-district, Muang district, Phuket • 5/2-3 Soi Sukhumvit 31 (Sawasdee), Klongtoey-Nua sub-district, Wattana district, Bangkok • 255 Khoktanod Road, Karon sub-district, Muang district, Phuket • 20/64 Moo 2, Thepkasattri Road, Koh Kaew sub-district, Muang district, Phuket • 199 Raj-u-thit 200 years old Road, Patong sub-district, Muang district, Phuket • 1/5 Nimmanhaemin Road, Suthep sub-district, Muang district, Chiang Mai • 224/27-28 Moo 10, Nongprue sub-district, Banglamung district, Chonburi • 99 Ratchadamri Road, Lumpini sub-district, Pathumwan district, Bangkok • 8 Sawatdirak Road, Patong sub-district, Kathu district, Phuket • 8/62 Soi Moon Baan Nong Khae, Nong Khae sub-district. Hua Hin district. Prachuab Khiri Khan • 777 1st Floor, SH-1067,