Overall business operations

Business operations consist of two segments

RESTAURANT BUSINESS : 8 JAPANESE RESTAURANT BRANDS

Oishi Grand (1 store)

A distinctive and luxurious atmosphere of all-day dining buffet at Siam Paragon, 4th Floor, serving various and delicate food with a limited time of 2 hours and 30 minutes at the price per head of Baht 895.

Oishi Buffet (17 stores)

The all-day dining Japanese food buffet style with a limited time of 1 hour and 45 minutes at the price per head of Baht 569 in Bangkok areas and Baht 589 in provincial areas.

Shabushi (126 stores)

Domestic 123 stores
The all-day dining Shabu buffet style with the moderate price. The ingredients are served along a conveyor (kaiten). Shabushi offers 2 kinds of Asian favorite foods i.e. Shabu-Shabu and Sushi. The Price per head is Baht 399 in Bangkok areas and Baht 419 or 469 in provincial areas with a limited time of 1 hour and 15 minutes. One store is operating in form of franchise restaurant.

Oveseas 3 stores
In 2015, the Company’s subsidiary started operating Shabushi restaurants in Myanmar with two branches in Yangon and another branch in Mandalay. Price per head is 15,000 MMK. or equivalent to ~USD. 15.

Oishi Ramen (51 stores)

A unique style of ramen and soup localized to suit local taste, offering both Japanese and spicy Thai menus.

Oishi Delivery (5 Stores)

Home delivery service (call number 1773) in Bangkok and its vicinity and over 15 provinces nationwide. The service is available during 10 a.m. – 9 p.m. with Baht 40 delivery fee per an order. Credit card is acceptable for customer’s convenience at minimum order of Baht 500.

Nikuya (18 Stores)

Specialized in Yakiniku buffet style with high quality products at the price per head of Baht 519.

Kakashi (24 Stores)

A quick service restaurant serves Japanese rice with various toppings at an economic price.

Snack Shop (2 Stores)

A kiosk provides Oishi products including sandwiches, beverages, and frozen foods.

As at September 30, 2016, the Company and its subsidiaries operate total restaurants of up to 244 stores of which 239 domestic stores are operating in Bangkok and key provinces and 3 overseas stores are operating in Myanmar. In addition, another 2 stores are operating in form of franchise restaurants i.e. Shabushi MM Mega Market, Aranyaprathet, Sa Kaeo province, and Nikuya Buriram Castle, Buriram province

Ready to cook and Ready to eat Products

During the year of 2016, the Company has developed and launched more ready to cook and ready to eat products, both chilled and frozen i.e. sandwiches, gyoza, Japanese rice with various topping and frozen ramen products. This increases the revenue growth from the year 2015 of approximately 7%. In this connection, the Company will continue to develop variety of products in alignment with consumer needs and potential growth of ready to eat products market due to the change of life styles and consumption behavior of consumers who prefer quick and easy meal. The ready to eat products are, therefore, suitable in response to such life styles and consumption behavior.

Data is presented as of Year 2016.

BEVERAGE BUSINESS

The company produces and distributes the following beverage products with the various packaging:

Product Flavor PET RGB UHT Can
800 ml. 500 ml. 380 ml. 400 ml. 250 ml. 320 ml.
Green Tea Honey Lemon  
Genmai    
Original      
Strawberry          
Sugar Free          
Lychee      
Kyoho Grape          
Sakura Strawberry        
Kabusecha No sugar          
Less Sugar          
Black Tea Black Tea Lemon          
Fruito Strawberry Melon          
Green Apple White grape          
Chakulza Honey Lemon          
O Herb Honey - Ginseng          
Lotus root – Red date          
Tamarindo          

Data is presented as of Year 2016.

ประวัติCompany Milestone

  • The Company continues to drive growth and strives to be leading F&B company in ASEAN region. In order to strengthen the capital structure of international subsidiaries, share capital of Oishi International Holdings Limited and Oishi F&B (Singapore) Pte. Ltd. have been increased by HKD 2,300,000 and SGD 380,000 respectively with main objectives to invest in newly issued shares in Oishi Myanmar Limited (“OML”), a subsidiary in Myanmar. The proceeds will strengthen OML’s working capital and serve as a solid platform for any future business expansion opportunities of Shabushi restaurant in Myanmar. In additions, the Company also had important developments in each business segment as follow;

    Restaurant Business

    In 2016, the Company has developed and elevated the products and services of the restaurant brands operated by Oishi group of companies. These significant developments include:

    1. Organizing of special food festival “Phuket Lobster Festival 2016” by Oishi Grand restaurant during the National Mother Day’s festival using the Phuket Lobsters as ingredients in variety dishes served at special prices. Since Phuket Lobsters are very popular ingredients in Phuket province, this campaign got positive feedback from customers. This festival is also beneficial in promoting and advertising Phuket Lobster broadly among consumers.

    2. Organizing of special food festivals throughout the year by Oishi Buffet restaurants. The consumers could taste various popular Japanese dishes. For instance “Maki Festival” serving Super Maki, the special fusion dish served with all senses of deliciousness and new menu “Cheese Lava Teppanyaki” which is the superb combination of Japanese hot plate dish (Teppanyaki) and cheese.

    3. Implementing of the plan for the improvement of services in Shabushi restaurants under the concept “Shabushi and So Much More” which focuses on the quality and variety of menus and impressive services.

    4. Launching of new menu “Nabe” or the Japanese hot pot with the rotation of new dishes every 2 months to create various experiences to the consumers, resulting in very positive consumer feedback

    Ready to Cook and Ready to Eat Business

    In 2016, as the Company’s business is manufacturing and distributing food products in Fast-moving consumer goods segment, the continued development of the products is necessary. This includes the improvement of product variety, taste, forms and packaging design. The details of which are as follows:

    1. Launching new line of sandwich products i.e. hot baked sandwiches. Based on the consumer research, this product line has a potential to grow continuously. The distribution channels for these products are Family Mart, the convenience store having its branches located throughout the country.

    2. Launching of “Oishi Gyoza Assorted Flavors”, the innovative sell of gyoza consisting of 5 flavors i.e. yakiniku pork, chicken, shrimp, pork and seaweed, and takoyaki pork in one package distributing in 7-Eleven shops throughout the country.

    3. Launching of “Oishi Sandwich Plus”, the whole wheat recipe sandwiches having the target group of health conscious consumers in response to the modern clean eating trend.

    4. Launching of “Oishi OPAN”, the panda-shaped bread with sauce in the package for the consumers to decorate the panda bread as imagined, having the target group of the children who love painting, distributing in 7-Eleven shops throughout the country.

    5. Expanding product line of frozen food i.e. ramen products in response to the consumers’ preference in Japanese-style noodles distributed in hypermarket

    Beverage Business

    In 2016, the Company has continually developed and launched new products, including the launch of new flavors and refreshed packaging design to attract teen target, and expanded distribution coverages into new countries as following;

    1. Launching of new products “Oishi Green Tea Kyoho Grape Flavor”, the innovative chewable green tea which receives positive feedback from consumers, “Oishi Green Tea Sakura Strawberry Flavor”, distributed in November 2016 with the new packaging innovation that change its color according to the temperature in response to the need of the green tea lover consumers to enjoy the new innovative experience.

    2. Expanding the distribution coverages into new countries i.e. France and the United Arab Emirates.

    Data is presented as of Year 2016.

  • Established Oishi Group Limited Liability Company in the Socialist Republic of Vietnam to support future international expansion opportunities

    Opened additional Shabushi restaurant in Yangon, Myanmar at Junction Square Shopping Centre

    Launched new product flavor “Oishi Kabusecha Low Sugar” targeting health conscious consumers who also enjoy premium tea

    Launched “Oishi Watermelon” as limited edition during summer period only

    Added new RTD tea SKU size “Oishi Green Tea in 800 ml”

    Upgraded size and package of “Oishi Fruito” from 350 ml to 380 ml

    Invited special guest, “Hiroyuki Sakai”, the famous Iron Chef from Japan to create special menus for customers at “Oishi Buffet” throughout the year

    Launched new sandwich products “Oishi Trendy Roll” available in convenient stores channel

    Data is presented as of Year 2016.

  • Established domestic and international subsidiaries to support expansion plans as follows; Oishi Snack Co., Ltd.in Thailand, Oishi F&B (Singapore) Pte. Ltd. ("OSPL") in Singapore, Oishi Myanmar Limited ("Oishi Myanmar") in the Republic of the Union of Myanmar ("Myanmar")

    Opened up new Shabushi branch at Yangon and Mandalay in the Republic of the Union of Myanmar

    On May 9, 2014, OSPL incorporated Oishi Myanmar Limited ("Oishi Myanmar") in the Republic of the Union of Myanmar ("Myanmar") to support food business expansions in Myanmar. OSPL held 55% interest and CM Foods Company Limited, a company in Myanmar, held 45% interest in Oishi Myanmar.

    Launched new style sandwich, OISHI Trendy Sandwich which includes Chicken Ham & Cheese, Tuna Caesar Salad and Alaska Crabsticks & Ebiko flavours for distribution through Lotus Express outlets.

    Lauched new products including "Oishi Kabusecha" a premium sugar-free green tea, "Oishi O-Herb" genuine herbal drinks with three flavours namely Honey-Ginseng, Lotus Root-Red in March and Tamarindo in November, all flavours available in 250ml. and 380ml. SKUs and alsolaunched "Oishi Tokyo Banana" ready to drink milk tea.

    Data is presented as of Year 2016.

  • Cold Aseptic Filling project 2nd line at Wung-Muang disctrict, Saraburi province was commercial run in March

    Re - launched Fruito with 3 new flavors "Strawberry and Melon", "Lemon and Berry" and "Green apple and White grape"

    Launched new flavor of green tea "Lychee"

    Re-launched "Oishi Matcha Latte"

    Launched new flavor of sandwich break and fast "Japanese Roast Pork and Cheese"

    Launched new product of gyoza "Tagoyaki"

    Opened new central kitchen at Ban-Bueng district, Saraburi province in October

    Data is presented as of Year 2016.

  • Launched crispy fried seaweed "Onori"

    New packaging design of green tea UHT with "One Piece" characters

    Opened up new restaurant brand "Kakashi" under QSR format ( Quick Service Restaurant), serving Japanese rice with various toppings

    The company received an additional BOI privilege for Cold Aseptic Filling project 2nd line

    Launched green tea in returnable bottle

    Data is presented as of Year 2016.

  • Launched new green tea with juices "Fruito"

    Launched first ever sparkling green tea in can

    Opened new restaurant brand "Nikuya", Japanese-style yakiniku buffet.

    Data is presented as of Year 2016.

  • New Green Tea flavors were launched, i.e., Goji Berry

    Additional lands were acquired, now the company owns 61.5 rais

    The company received two additional BOI privileges, one for the Cold Aseptic Filling project and another one for the UHT project.

    Data is presented as of Year 2016.

  • Opened Kazokutei, the Udon and Soba franchise restaurant from Osaka

    Amino OK was rebranded as Amino Plus

    Data is presented as of Year 2016.

  • Oishi launched a new RTD product, namely "Coffio".

    Thai Beverage PCL became Oishi's biggest shareholder

    Data is presented as of Year 2016.

  • Oishi Black Tea was launched

    Data is presented as of Year 2016.

  • Amata Nakorn plant started its operation in June 2006

    Data is presented as of Year 2016.

  • Produced and distributed fruit juice with Amino under the name "Amino OK"

    Data is presented as of Year 2016.

  • Started trading in SET under the name "OISHI" on August 25, 2004

    "Oishi Grand" was opened at Siam Discovery

    Data is presented as of Year 2016.

  • Operated new central kitchen at Nawanakorn factory producing food and beverage products to support sales at Oishi restaurants

    "Oishi Green Tea" was launched

    Data is presented as of Year 2016.

  • Started Japanese buffet shabu/kaiten style under the brand "Shabushi"

    Data is presented as of Year 2016.

  • Started Japanese noodle restaurant operation Oishi Ramen"

    Data is presented as of Year 2016.

  • Started Japanese restaurant operation under the brand "Oishi" on September 9,1999

    Data is presented as of Year 2016.

วิสัยทัศน์และพันธกิจ

Vision

"To be the leader and innovator of the Japanese food and beverage business for the quality of life and wellness of the new generation.”

Mission

Maintain the quality of production and service of the restaurant, bakery and health beverage businesses; as well as maintaining the popularity of ‘Oishi’ products among the customers, and give priority to the standards of the product manufacturing and operation.

Select quality raw materials that bring the highest customer’s satisfactory, in order to be well recognized in both local and overseas markets.

Improve the production process continuously by using modern technology in the production as wel as the research and development of products.

Increase the effectiveness of the production and the Company’s competitiveness, in terms of the price and quality, against the competitors in the local and overseas market. This will help push the Thai economic forward to its growth.

Data is presented as of Year 2016.

Message from Chairman

In 2016, Thailand's overall economic conditions remained stagnant which adversely affect domestic consumers' spending power. Moreover, competitive landscape in food and beverage business continued to be intense. These factors resulted in challenging operating conditions of the business in this year. Nevertheless, with strong team works, dedications and proactive approach in operating and managing the business by our management team and employees and the execution of our strategic roadmap "Vision 2020", a strategic plan of the Group which has been implemented since 2014 in order to become a strong and sustainable leading F&B company in ASEAN region with 5 core strategies per follow;

  1. Growth : drive sustainable growth in revenue and profitability in food and beverage business
  2. Diversity : create varieties of product portfolios, segments and price points while leveraging from professional team with diverse experiences, knowledge and expertise within the Group
  3. Brands : build strong top of mind brands by maintaining leading market position in Japanese food, green tea and RTD tea in Thailand through innovative products, creative marketing campaigns, customers engagement and strong brand awareness buildings
  4. Reach : expand and initiate distribution coverage to access new consumers in various segments both domestic and international while strengthening current existing distribution channels
  5. Professionalism : develop and maintain professional team as well as build and support working infrastructure to realize full potentials of the professionals

The execution of the above core strategies has greatly improve our business competitive advantages, strengthen our platforms while leveraging the Group's scale and diversity and drive business directions toward synergetic achievements within the Group resulting in outstanding operating performances in this year.

In additions, the Company continues to build brands strength to sustain market leading position by building brand awareness and executing innovative marketing campaigns to effectively engage targeted customers group. The Company also develops and researches new products including "Oishi Kyoho", first ever innovative RTD tea to include Nata de coco (coconut jelly) in Kyoho grape flavored green tea which received very good feedbacks from consumers and became one of the best-selling new RTD tea products this year. Success from continuous focuses on brands building and researches and developments of new products has resulted in number one market share of the Company in RTD tea market and Pure RTD green tea market with market share of 43% and 45.3% respectively and resulted in the receipt of "Thailand's Most Admired Brand Award 2016" in RTD tea product category from Brand Age magazine. The award was considered from nationwide consumers' opinions in several criteria including corporate image, brand image, distributors and employees, pricings, promotional campaigns and marketing communications. The award has proved us as number one brand in consumers' mind with products that continuously match evolving consumer trends and different needs.

Due to dedications and efforts of our management team and employees and the effective execution of business strategies, in 2016, the Company's net profit was 880 million Baht, an increase of 176 million Baht or 25.1% from previous year. Despite the fact that the comparison of the operating performances is the comparison of 9 months period versus 12 months period from the change in the Company's accounting period from January 1 and ending on December 31 of every year to October 1 and ending on September 30 of every year effective from 2016 onwards, in which 2016 fiscal year was consisted of 9 months, starting form January 1, 2016 and ending on September 30, 2016. In term of sales, the Company's total sales was 10,399 million Baht with net profit margin of 8.5% of total sales revenue increasing from 5.5% of total sales in previous year. As a result of improvement in operating performance in this year, in October 2016, TRIS Rating Co., Ltd. upgraded the Company's rating to A+, increasing by 2 notches from 2015's rating of A-, due to the Company's strong financial positions, robust business fundamentals and position as the leading producer of ready-to-drink (RTD) tea in Thailand with well-recognized brand and well perceived in consumers' mind, in which reflecting the Company's stability in financial profiles and market positions which serve as a strong foundation for future business expansions.

In order to optimize production efficiency and enhancing the Company's long run competitive advantages, the Company has implemented Cold Aseptic Filling Line 4 or CAF 4 at Wang-Muang production facility, Saraburi. Commercial operations are expected to started by December 2016 which will help ensure the Company's business strengths and serve expansions of our beverage brands' presences

On international expansions side, The Company continues to strive for success. To strengthen capital structure of international subsidiaries, share capital of Oishi International Holdings Limited and Oishi F&B (Singapore) Pte. Ltd. have been increased with main objectives to serve capital increase of Oishi Myanmar Limited, an indirect subsidiary in Myanmar to strengthen its working capital and serve as a solid foundations for future business expansion opportunities of food business.

Regarding corporate social responsibilities, the Company continued to grow our identity and continuing supports on CSR activities throughout our business processes and social, environmental aspects with focus areas on supporting educations, sports, nourishment of Thai cultural heritage and build morals to Thai youth.

On behalf of the Board of Directors, I would like to assure that management team and all employees are determined and dedicated to sustainably grow food and beverage business while maintain market leading position in both Japanese food and green tea beverage businesses via Thai Beverage Group's production and distribution strengths, which will enable us to continuously expand the businesses domestically and internationally. The results are well proven by our outstanding operating performances in 2016. Please be assured and put your kind trusts and supports to the Company's managements for the prosperity of the Company and shareholders.

Mr. Prasit Kovilaikool
Chairman

Data is presented as of Year 2016.

Organization Chart

Click on picture to enlarge

Data is presented as of Year 2016.

Oishi Group Structure

Click on picture to enlarge

Data is presented as of Year 2016.

Board Of Directors

Mr. Prasit Kovilaikool

Chairman of the Board of Directors,
Independent Director,
Nomination Committee Member
and Remuneration Committee Member

Mr. Thapana Sirivadhanabhakdi

Vice Chairman of the Board of Directors,
Chairman of the Executive Committee,
Nomination Committee Member,
Remuneration Committee Member

Mr. Vikrom Koompirochana

Independent Director,
Chairman of the Audit Committee,
Chairman of the Nomination Committee,
Remuneration Committee Member

Ms. Potjanee Thanavaranit

Independent Director,
Audit Committee Member,
Chairman of the Remuneration Committee
and Chairman of the Good Corporate Governance Committee

Mr. Chai Jroongtanapibarn

Independent Director,
Audit Committee Member,
Chairman of the Risk Management Committee

Mr. Ueychai Tantha-Obhas

Director
and Vice Chairman of the Executive Committee

Mr. Sithichai Chaikriangkrai

Director,
Vice Chairman of the Executive Committee
and Remuneration Committee Member

Mrs. Nongnuch Buranasetkul

Director,
President,
Executive Committee Member,
Risk Management Committee Member and Good Corporate

Mr. Pisanu Vichiensanth

Director,
Executive Committee Member
and Risk Management Committee Member

Training course organized by Thailand Institute of Directors (IOD) and other institutes attended by each directors including the training of the independent directors as advised by the Securities Exchange Commission and the Stock Exchange of Thailand

Name

Directors
Certification
Progran
(DCP)

Directors
Accreditation
Progran
(DAP)

Audit
Committee
Progran
(ACP)

Role of the
Chairman
Progran
(RCP)

Others

Mr. Prasit
Kovilaikool

-

DAP/2005

-

-

Quality of
Financial
Reporting/2004
FND/2004

Mr. Thapana
Sirivadhanabhakdi

-

DAP/2004

-

-

-

Mr. Vikrom
Koompirochana

-

Class of 63/2007

-

-

CMA Class14
Anti-Corruption for
Executive Program
Class of 7/2013
SFE Class of
22/2014
AACP Class of
23/2016

Ms. Potjanee
Thanavaranit

Class of 17/2002
DCPU Class
of 1/2014

-

Class of 32/2010

Class of 13/2006

RCC Class of
4/2007
CMA Class 8
TEPCoT Class of
3/2010
FGP Class of
2/2011
ASMP Class 2
AACP Class of
10/2013
ACEP Class of
7/2013
ITG Class of
2/2016

Mr. Chai
Jroongtanapibarn

Class of 29/2003

-

Class of 4/2005

-

Mr. Ueychai

DCP/2007

DAP/2004

-

Class of 29/2012

Mr. Sithichai
Chaikriangkrai

Class of 26/2003
Refresher Course
2/2006

-

-

-

Mr. Pisanu
Vichiensanth

-

DAP/2004

-

-

Mr. Prasit Kovilaikool

Directors Certification Progran (DCP)

-

Directors Accreditation Progran (DAP)

DAP/2005

Audit Committee Progran (ACP)

-

Role of the Chairman Progran (RCP)

-

Others

Quality of Financial Reporting/2004 FND/2004

Mr. Thapana Sirivadhanabhakdi

Directors Certification Progran (DCP)

-

Directors Accreditation Progran (DAP)

DAP/2004

Audit Committee Progran (ACP)

-

Role of the Chairman Progran (RCP)

-

Others

-

Mr. Vikrom Koompirochana

Directors Certification Progran (DCP)

-

Directors Accreditation Progran (DAP)

Class of 63/2007

Audit Committee Progran (ACP)

-

Role of the Chairman Progran (RCP)

-

Others

CMA Class14 Anti-Corruption for Executive Program Class of 7/2013
SFE Class of 22/2014
AACP Class of 23/2016

Ms. Potjanee Thanavaranit

Directors Certification Progran (DCP)

Class of 17/2002
DCPU Class of 1/2014

Directors Accreditation Progran (DAP)

-

Audit Committee Progran (ACP)

Class of 32/2010

Role of the Chairman Progran (RCP)

Class of 13/2006

Others

RCC Class of 4/2007
CMA Class 8
TEPCoT Class of 3/2010
FGP Class of 2/2011
ASMP Class 2
AACP Class of 10/2013
ACEP Class of 7/2013
ITG Class of 2/2016

Mr. Chai Jroongtanapibarn

Directors Certification Progran (DCP)

Class of 29/2003

Directors Accreditation Progran (DAP)

-

Audit Committee Progran (ACP)

Class of 4/2005

Role of the Chairman Progran (RCP)

-

Others

-

Mr. Ueychai Tantha-Obhas

Directors Certification Progran (DCP)

DCP/2007

Directors Accreditation Progran (DAP)

DAP/2004

Audit Committee Progran (ACP)

-

Role of the Chairman Progran (RCP)

Class of 29/2012

Others

-

Mr. Sithichai Chaikriangkrai

Directors Certification Progran (DCP)

Class of 26/2003
Refresher Course 2/2006

Directors Accreditation Progran (DAP)

-

Audit Committee Progran (ACP)

-

Role of the Chairman Progran (RCP)

-

Others

-

Mr. Pisanu Vichiensanth

Directors Certification Progran (DCP)

-

Directors Accreditation Progran (DAP)

DAP/2004

Audit Committee Progran (ACP)

-

Role of the Chairman Progran (RCP)

-

Others

-

Data is presented as of Year 2016.

คณะผู้บริหาร

Mr. Paisarn Aowsathaporn

Executive Vice President
Executive Committee
and Risk Management Committee Member

นMrs. Jesdakorn Ghosh

Senior Vice President
and Risk Management Committee Member

Mr. Thanee Pornphisutsak

Vice President
and Risk Management Committee Member

Ms. Kodchacorn Attrangsan

Vice President - Food Products
Business Development

Data is presented as of Year 2016.

Committees

The Executive Committee

No. Name Surname Position
1 Mr. Thapana Sirivadhanabhakdi Executive Chairman
2 Mr. Ueychai Tantha-Obhas 1st Executive Vice Chairman
3 Mr. Sithichai Chaikriangkrai 2st Executive Vice Chairman
4 Mr. Lee Meng Tat 3st Executive Vice Chairman
5 Mrs. Nongnuch Buranasetkul Executive Committee
6 Mr. Pisanu Vichiensanth Executive Committee
7 Mrs. Sureeporn Pradittasnee Executive Committee
8 Mr. Paisarn Aowsathaporn Executive Committee

The Audit Committee

No. Name Surname Position
1 Mr. Vikrom Koompirochana Chairman of the Audit Committees
2 Ms. Potjanee Thanavaranit Audit Committee
3 Mr. Chai Jroongtanapibarn Audit Committee

The Risk Management Committee

No. Name Surname Position
1 Mr. Chai Jroongtanapibarn Chairman of the Risk Management Committees
2 Mrs. Nongnuch Buranasetkul Risk Management Committee
3 Mr. Pisanu Vichiensanth Risk Management Committee
4 Mrs. Sureeporn ประดPradittasneeิษฐ์ทัศนีย์ Risk Management Committee
5 Mr. Paisarn Aowsathaporn Risk Management Committee
6 Mrs. Jesdakorn Ghosh Risk Management Committee
7 Mr. Thanee Pornphisutsak Risk Management Committee
8 Ms. Jarunee Kungwanwongsakul Risk Management Committee
9 Mr. Suraat Chaiwongse Risk Management Committee
10 Mrs. Kodchacorn Attarangsan Risk Management Committee
11 Mr. Chaiwuth Jirundorn Risk Management Committee
12 Mr. Jakravan Maensuwan Risk Management Committee
13 Ms. Chanatnuth Wongwan Risk Management Committee and Secretary

The Nomination Committee

No. Name Surname Position
1 Mr. Vikrom Koompirochana Chairman of the Nomination Committee
2 Mr. Prasit Kovilaikool Nomination Committee
3 Mr. Thapana Sirivadhanabhakdi Nomination Committee

The Remuneration Committee

No. Name Surname Position
1 Ms. Potjanee Thanavaranit Chairman of the Remuneration Committees
2 Mr. Vikrom Koompirochana Remuneration Committee
3 Mr. Prasit Kovilaikool Remuneration Committee
4 Mr. Thapana Sirivadhanabhakdi Remuneration Committee
5 Mr. Sithichai Chaikriangkrai Remuneration Committee

The Good Corporate Governance Committee

No. Name Surname Position
1 Ms. Potjanee Thanavaranit Chairman of Good Corporate Governance Committees
2 Mr. Vikrom Koompirochana Good Corporate Governance Committee
3 Mr. Chai Jroongtanapibarn Good Corporate Governance Committee
4 Mr. Thapana Sirivadhanabhakdi Good Corporate Governance Committee
5 Mrs. Nongnuch Buranasetkul Good Corporate Governance Committee

Data is presented as of Year 2016.

CompanySecretary

Mrs. Sasinee Hemthanon

Company Secretary

Data is presented as of Year 2016.

Head of Internal Audit

Ms. Chanatnuth Wongwan

Internal Audit Director, Secretary of the Audit Committee
Risk Management Committee Member and Secretary of Risk

Data is presented as of Year 2016.

CGPolicy

Corporate Governance Policy

Oishi Group Public Company Limited

Data is presented as of Year 2016.

BusinessEthics

Business Ethics

Oishi Group Public Company Limited

Data is presented as of Year 2016.

Articleof Association

Articles of Association

Oishi Group Public Company Limited

Data is presented as of Year 2016.

Memorandumof Association

Memorandum of Association

Oishi Group Public Company Limited

Data is presented as of Year 2016.

Affidavitof Company

Affidavit of Company

Oishi Group Public Company Limited

Data is presented as of Year 2016.

Charters

Audit Committee Charter

Oishi Group Public Company Limited

Good Corporate Governance Committee Charter

Oishi Group Public Company Limited

Risk Management Committee Charter

Oishi Group Public Company Limited

Data is presented as of Year 2016.

Reporton Securities Holding of Directors and Management

Name Position Ordinary Shares
1. Mr. Prasit Kovilaikool Chairman and Independent / Director -
2. Mr. Thapana Sirivadhanabhakdi Vice Chairman -
3. Mr. Vikrom Koompirochana Independent Director/ Chairman of the Audit Committee -
4. Ms. Potjanee Thanavaranit Independent Director/ Audit Committees -
5. Mr. Chai Jroongtanapibarn Independent Director/ Audit Committees -
6. Mrs. Nongnuch Buranasetkul Director and President -
7. Mr. Ueychai Tantha-Obhas Director -
8. Mr. Sithichai Chaikriangkrai Director -
9. Mr. Pisanu Vichiensanth Director -
10. Mr. Paisarn Aowsathaporn Senior Vice President -
11. Mrs. Jesdakorn Ghosh Senior Vice President -
12. Ms. Tientip Narach Senior Vice President -
13. Mr. Thanee Pornphisutsak Vice President -
14. Mr. Ekbodin Densutham Vice President -
15. Mrs. Kodchacorn Attarangsan Vice President -

Data is presented as of Year 2016.

ระเบียบการรับเรื่องร้องเรียนหรือเบาะแสและการให้ความคุ้มครอง

ระเบียบการรับเรื่องร้องเรียนหรือเบาะแสและการให้ความคุ้มครองตามนโยบายการกำกับดูแลกิจการ

บริษัท โออิชิ กรุ๊ป จำกัด (มหาชน)

Data is presented as of Year 2016.

Risk Factors

Beverage Business

The risks in new product development

Although it is common practice that all new products must pass the various processes of quality tests during production, including manufacturing, packaging design, tasting, advertising and promotions, which cost substantial amount of money, some of the products were not able to penetrate the market due to the intense competition in the beverage market. The Company increase the level of strictness in the preparation of new product launching in terms of quality control, the alignment of the consumer’s demand, as well as the marketing activities in order to ensure that the new products are able to penetrate the market.

The limitation in raw material sourcing

Due to Company’s commitment to produce only quality products made from premium raw materials, the Company has no policy to purchase those raw materials from only one supplier which may cause shortage or disadvantage in price negotiation. Hence, the Company’s R&D and Purchasing Departments have been looking for more qualified suppliers to maximize our ability in raw material sourcing.

Fluctuation in raw material costs

Certain factors such as the rise in fuel cost, the use of plants as alternative energy, and the drastic demand for raw materials from China and ASEAN Economic Community, have caused the rise in production cost i.e. fuel, transportation, paper fiber, and petroleum packaging which are fluctuated according to the demand and supply in the market. The Company, therefore, has secured medium to long term contracts with the suppliers to avoid possible difficulties.

Competition risks

Competition in the beverage business is quite intense. There have always been high potential new entrants with aggressive marketing activities to penetrate the market. However, the Company strengthens its competitiveness through the image of products by means of effective advertising, marketing and promotional activities. We believe the competition is beneficial to consumers and beverage industry since the growth of market will eventually help the Company’s performance in the business.

Natural disaster risks

The 2011 great flood in Thailand was the most severe disaster caused serious damages to the Company. As a result, the Company realizes the need to divert and prevent the risks of natural disaster. For example, the construction of new production plant at Wung-Muang district, Saraburi province, the construction of a flood wall for the production plant in Navanakorn Industrial Estate and the implementation of contingency plans to ensure the uninterrupted operations in the event of a natural disaster or emergency.

Food Business

Location for outlet expansion and current location retention

Since location is the key factor for a successful restaurant business while competition is also quite intense. This is considered a limitation for those who aim to increase the new outlet especially in department stores or urban area. Normally, short-term location rental contracts last for 3 years and could be renewed for another 3 years. There is a high risk that some of the rental contracts could not be renewed, or the rental fee might be increased; however, the Company has planned to maintain those rentals by maintaining and making good relationship with the lessor. We also keep looking for other good new location to ensure that the Company will have the places to support the expansion of outlets.

Raw materials and products obsolescence

In operating restaurant business, the Company highly focuses on good quality and freshness of raw materials and products. Over 50% of raw materials and products are meat, seafood, vegetable, fruit and bread, which are perishable. In this connection, lacks of effective raw material management could result in the increase of production cost. In order to avoid such risk, the Company has adopted a policies to make purchase of raw materials on a daily basis and store in temperature-controlled rooms to preserve quality and freshness with the First-In-First- Out (FIFO) inventory control scheme being used.

The limitation in raw material sourcing

Due to Company’s commitment to produce only quality products made from premium raw materials, the Company has no policy to purchase those raw materials from only one supplier which may cause shortage or disadvantage in price negotiation. Thus, the Company’s R&D and Purchasing Departments have been looking for more qualified suppliers to maximize our ability in raw material sourcing.

As for Ready to Cook and Ready to Eat business, the Company highly focuses on good quality and freshness of raw materials and products. Over 50% of raw materials and products are meat, seafood, and bread, which are perishable. In this connection, lacks of effective raw material management could result in the increase the production cost. In order to avoid such risk, the Company has adopted a policies to make adequate purchase of raw materials and maintain its quality and freshness within proper storage, this includes the storage in temperaturecontrolled rooms and First-In-First-Out (FIFO) inventory control scheme. As a result, the limitation of raw material sourcing has low influence on the Company’s business.

Fluctuation in raw material costs and production costs

Some materials were popular among the customers. When there were unexpected situations occur, for example, epidemics in plants and animals, product shortage and price fluctuation are subsequently inevitable. Fortunately, the Company has secured medium to long term contracts with the suppliers to avoid such difficulties. This factor therefore has very little influence on the Company’s business.

Competition risks

Due to the popularity of Japanese food in Thailand, many Japanese restaurant operators emerge constantly. Some competitors open their stores with the same menu and at nearby locations. The Company, however, has no policy to compete in pricing but rather maintaining high quality of products and services as well as enhancing the product images using effective advertising, marketing and promotional activities. We believe the competition is beneficial to consumers and food industry since the growth of market will eventually help the Company’s performance in the business.

Natural disaster risks

The 2011 great flood in Thailand had caused severe damages to the Company’s business. The Company realizes the need to divert and prevent the risks of natural disaster. As a result, we relocated the Central Kitchen to Banbueng district, Chonburi province, and allocated new investments on the location secured from flood and convenient for transportation. We also set up the contingency plans to ensure the uninterrupted operations in the event of a natural disaster or emergency.

Political and Economic Risk

In 2016, the political situation in Thailand appeared to show good signs. Nonetheless, the Company is affected by the economic status, such as the rise of raw material costs, labor costs, and household expenses, as well as the reduction of consumer’s consumption. These factors affect overall performance of food business.

Despite of the abovementioned risk, as we have been closely monitored and set up the appropriate strategy and marketing plan to cope with the uncertain situation, the Company’s business are not affected by this factor.

Ready to Cook and Ready to Eat Business

Fluctuation in raw material costs and production costs

At present, the sales volume of Ready to Cook and Ready to Eat products are not quite high comparing to the size of the overall market. Therefore, the management of production in the manufacturing plants of Oishi group of companies is not utilized to its full capacity resulting in the rise of production costs. The Company therefore set up guidelines for all the relevant units e.g. Purchasing, R & D, Production, and Sale to cooperate in managing the production capacity and budget control effectively. Moreover, the Company emphasizes on expanding distribution channels to generate more of the sales volume which may result in the reduction of production cost and other

Competition risks

The competition in Ready to Cook and Ready to Eat Business is very competitive. The distributors from our distribution channels were starting to produce the products under their own brands. Inevitably, for the business owner, not only they have to perform research and development to be able to compete in term of the product, they are also have to have the bargaining power in negotiation the trade. To reduce and prevent such risk, the Company gives priority to the development and maintaining quality of products as well as promoting our brands’ popularity and creditability.

Development of new products

As the convenience stores are still the main channel of distribution for Ready to Cook and Ready to Eat product, there is a need to develop the products continuously. Despite such awareness, the consumer’s consumption behavior is very dynamic, certain products or flavors may not meet market demand as well as the target group. Our product development team therefore emphasizes on the innovation and development of product to reach the market demand and satisfy the dynamic of consumption behavior.

Strategic risks

The Company has initiated “Vision 2020” strategic roadmap to become one of the leading food and beverage business operators in ASEAN. Although the strategic roadmap has been carefully reviewed and considered, there could be internal and external factors which may affect the execution of the strategy and cause the operating performances of the company to fail the set targets.

However, to manage such risks, annual business plans are conducted in alignment with the long-term strategies of the Company. The Board of Directors take major roles in reviewing and adjusting such strategies. In addition, implementation of the strategies will be constantly monitored and reviewed to ensure that strategies and business operations are keeping up with the change of business conditions.

Risks from dependence on the major shareholder or companies in major shareholder's group

The Company has estimated distribution proportion to companies within Thai Beverage Public Company Limited group of companies (“ThaiBev Group”) of around 90% of total sales revenue in beverage business which is one of the most efficient channel with the most areas coverage. However, Thai Beverage Public Company Limited (“ThaiBev”) is the major shareholder of the Company holding 79.66 % shares. Hence, distribution of beverage products group is inevitably dependent on the major shareholder’s group which may possess some risks and affect the Company’s operation in case there are changes in shareholding structure by the major shareholder or refusal in distributing the Company’s products.

However, there have always been good business cooperation with the major shareholder’s group for very long time and the Company’s operation is in alignment with the international standard. In addition, the distribution of Company’s products through the companies within ThaiBev Group is considered to be very efficient in terms of managing and utilized resources. In this connection, the Company has secured medium term distribution agreements with the major shareholder. Should there be any restructures within shareholder’s organizations, they will be obligated to be our distributors throughout term of agreements. So there is a time period for the Company to prepare and assign other new distributors.

Risks of investors in the Company's securities

Risks from the controlling by the major shareholder

As of August 26, 2016, ThaiBev is the major shareholder of the Company with 79.66% shareholding in the paid-up capital. Therefore, ThaiBev can control the resolutions of the Shareholders’ Meeting including the appointment of directors, approval on other matters that require a majority votes of the Shareholders’ Meeting and agendas which by laws or by the Articles of Association of the Company, require 3 out of 4 votes of the Shareholders’ Meeting. Hence, other shareholders might not be able to collect enough votes to counter the agendas raised by the major shareholder.

Nevertheless, for transparency and good corporate governance, the Company has set an organization structures consisting of personnel with knowledge and capability. The role and responsibility are clearly set. Moreover, The Company has appointed the Audit Committee consisting of 3 independent directors, which have no interest in the Company in order to review Company’s operation and protect the interests of minority shareholders. This results in appropriate check and balance and verifiable system.

Risks from low free float of the Company’s securities which may results in transaction liquidity in the Stock Exchange of Thailand

As of August 26, 2016, the Company has free float of 20.341% which result in relatively low liquidity transaction of the securities listed in the Stock Exchange of Thailand. Shareholders may have some risks of not being able to sell the Company’s shares immediately at desired price.

However, the Company will continue to monitor and maintain appropriate free float level for shareholders on an on-going basis.

Data is presented as of Year 2016.