jubile 12
DESCRIPTION
JUBILE_2012 JUBILEE ENTERPRISE PCL Annual Report 2012TRANSCRIPT
Board of Director
Executive Management Team
Message from the Board of Directors
General Information
Financial Highlight
Nature of Business Operation
Risk Factors
Shareholding Structure
Mangement Structure
Corporate Governance
Internal Audit
Related Transaction
Conclusion of Financial Status and Results of Performance
The Board of Director’s Responsibilities in Respect of
The Financial Statement to Shareholders
Report of the Audit Committee
Financial Statement
12
13
14
15
17
18
24
35
36
48
62
63
75
98
99
101
12
Board of Director
Manu Leaopairoj
Chairman
Amnuay
Nakruchata-amorn
Chairman of
the Audit Commitee
Pirote Maleehorm
Audit Committee
Suvatana Tulayapisitchai
Director
Zonwa Denmeka
Audit Committee
Unyarat Pornprakit
Director
Sahasroj Rojmetha
Director
Viroj Phonprakit
Vice Chairman
Annual Report 2012 Jubilee Enterprise Public Company Limited
Viroj Phonprakit
Chief Executive Officer
Unyarat Pornprakit
Chief Financial Officer
Yuttana Taepangthong
Director – Finance &
Accounting Department
Warawut Settanarag
Senior Director – Internal
Audit Office
Varit Saimala
Director – Purchasing
Department
Sophon
Aroonsuraphonmaythee
Marketing Director
Suvatana Tulayapisitchai
Deputy Senior Chief Executive
Officer
Executive Management Team
13Annual Report 2012 Jubilee Enterprise Public Company Limited
The year 2012 is deemed as the achievement of the Jubilee Enterprise Public Company Limited.
Although the situation from outside and the competition is very challenging, the company has gained
profit totally THB 1,226.23 million due to the focus of quality and design development and the diamond
selection imported from Belgium where is the best hub of the world in diamond cut including the professional
service to reach the customer’s satisfaction. Such amount of profit is increased from 2011 or equivalent to
38.19% while the profit net is approximately THB 165.87 million or equivalent to 26.43%. Moreover, we also
have focused develop diamond jewelry in Thailand in order to meet the international standards accepted by
Thais and foreigners. This results to the honorable award called SET AWARDS 2012, organized by the Stock
Exchange of Thailand in association with Money & Banking Magazine, in the field of the Best Investor
Relations Award and the Outstanding Company Performance Awards.
With dedication in this industry; therefore, we, the Jubilee Enterprise Public Company Limited,
are now Thailand’s leading retailer of diamond jewelry. We are the pioneer of the retail company
in diamond and jewelry and we are only one company entered into the mai stock market. We, nowadays,
are the first rank company who has branches more than the others which is totally 95 branches all over the
regions of Thailand. We are well-known and credible among the diamond and gem industry. Furthermore,
we are the leader in creating the new innovations to the diamond business such as the distribution channel,
career stability, standardization of the jewelry use and the provision of the international diamond certification
for the customer in Thailand.
The Board of Directors would like to express our gratitude to shareholders, customers, business
partners, colleagues and the relevant stakeholders including the financial institutions assisting us continually.
In this regard, we may ask you to entrust that we would carry on the business with vigilance and due
diligence; adhere to the code of ethics, good governance and sustainable development in order to maximize
the benefit to all relevant parties; and to realize the importance of community, society and environment in
order to go forward together with Thailand eternally.
Manu Leopairote
Chairman of the Board of Directors
Viroj Phonprakit
Chief Executive Officer
MESSAGE FROM THE BOARD OF DIRECTORS
Annual Report 2012 Jubilee Enterprise Public Company Limited14
General Information
Annual Report 2012 Jubilee Enterprise Public Company Limited 15
Company Name : Jubilee Enterprise Public Company Limited (JUBILEE)
Registration No. : 0107551000177
Type of Business : Producer and Retailer of diamond jewelry carat diamond and
loose diamond
Headquarter office : 721 Silom Road Bangrak Bangkok 10500
Telephone : 0-2266-5700
Fax : 0-2635-2739
Home Page : www.jubileediamond.co.th
Registered Capital : 175,000,000 Baht
Paid-up Capital : 173,297,625 Baht
Par Value : 1 Baht
Contacted Person : Mr. Yuttana Taepangthong and Mrs. Patcharawalai Atichatipjinda
E-mail : [email protected]
Securities Registrar : Thailand Securities Depository Co., Ltd. (TSD)
62 The Stock Exchange of Thailand Building
4, 7 Floor Rachadapisek Klongtoei Bangkok 10110
Tel. 0-2229-2800 Fax. 0-2235-1259
Auditor : ANS Audit Co., Ltd.
Mr. Prawit Viwanthananut, CPA Licence No 4917;
Mr. Athiphong Athiphongsakun, CPA Licence No 3500;
Mr. Bunjong Pichayaprasat, CPA Licence No 7147; or
Mr. Thoetthong Thepmangkon, CPA Licence No 3787;
Legal Advisor : C AM International Law Co., Ltd.
67/55 Moo 8 Soi Rattanatibet 24 Rattanatibet Road Muang Nonthaburi
Reference
Financial Highlight
Annual Report 2012 Jubilee Enterprise Public Company Limited16
372.89434.03
247.31213.25218.86
647.28
746.57
591.75
499.26
Total Revenue (MB)
Net Profit (MB)
Total Asset
Total LiabilitiesTotal Shareholder’s Equity
103.73
20.0040.00
80.0060.00
100.00
0.00
120.00140.00
2010 2011 2012
160.00180.00
131.19
165.87
689.12
200.00
400.00
600.00
0.00
800.00
1000.00
2010 2011 2012
1200.00
1400.00
887.32
1226.23
Balance Sheet (MB)
0
100
200
300
400
500
600
700
800
2010 2011 2012
17
Financial Highlight
Operating Result (MB)
Total Revenue
Cost of Goods Sold
Gross Profit
Operating Profit
Net Profit
Balance Sheet
Total Asset
Total Liabilities
Shareholder’s Equity
Share Value
Earning per shares (EPS)
Dividend (Satang)
Financial Ratio
Gross Profit Margin
Operating Profit Margin
Net Profit Margin
Current Ratio
Quick Ratio
Debt to Equity Ratio
Return on Assets (ROA)
Return on Equity (ROE)
Average Collection Period (days)
Average Payment Period (days)
1,226.23
716.02
510.21
209.45
165.87
746.57
247.31
499.26
0.96
0.60
41.61%
16.70%
13.47%
2.92
0.86
0.50
23.80%
35.54%
19.40
81.63
887.32
497.67
389.65
166.83
131.19
647.28
213.25
434.03
0.77
0.52
43.91%
18.06%
14.73%
2.89
0.94
0.49
21.18%
32.52%
23.90
116.50
689.12
379.71
309.41
130.65
103.73
591.75
218.86
372.89
0.61
0.35
44.90%
18.32%
14.96%
2.58
1.09
0.59
19.18%
29.55%
33.21
108.43
2012 2011 2010
Annual Report 2012 Jubilee Enterprise Public Company Limited
18
NATURE OF BUSINESS OPERATION
Company History and Milestones
The company has been registered and named “Jubilee Enterprise Company Limited” on 3rd November,
1993. Previously, the registered capital was the sum of THB 10,000,000 but was increased to THB 40,000,000
later in order to support the ongoing business expansion. With capacity, experiences and expertise in this
industry, we have been growing rapidly and resulting to the additional registered and paid-up capital up to
THB 120,000,000 in 2008 eventually.
On 8th July, 2008, the company has transformed from the private company to the public company
and named Jubilee Enterprise Public Company Limited. The company has increased the registered capital
from THB 120,000,000 to THB 175,000,000 by way of issuing the common share at the amount of 55,000,000
shares while the par value is of THB 1 in order to offer to sell the share to the specific investors at the
amount of 15,000,000 shares and another 35,000,000 shaes for the public and to bestow the Employee Stock
Option (ESOP) issued by the company for the directors and employees at the amont of 5,000,000 shares.
During 26-28th October, 2009, the company launched the Initial Public Offering and has entered into
the MAI stock market officially on 9th November, 2009.
During 28-30th October 2010, the company provided the first ESOP to the directors and employees
at the amount of 1,121,500 right : common share.
On 5th November, 2010, the company adjusted to register the first paid up ESOP for the directors
and employees from THB 170,000,000 to THB 171,121,500 at the Department of Business Development, the
Ministry of Commerce.
During 28-30 October, 2011, the company adjusted the number of the second ESOP to the directors
and employees at the amount of 1,166,250 right : common share.
On 9th November, 2011, the company adjusted to register the second paid up ESOP for the directors
and employees from THB 171,121,500 to THB 172,287,750 at the Department of Business Development, the
Ministry of Commerce.
On 7th November, 2012, the company adjusted to register the third paid up ESOP for the directors
and employees from THB 172,287,750 to THB 173,297,625 at the Department of Business Development, the
Ministry of Commerce.
Annual Report 2012 Jubilee Enterprise Public Company Limited
19
The company has rented the space in shopping mall to expand the branches
nationwide totally 18 branches and 1 was closed down. These beanches are as follows;
The available branch operated in 2012
1. Tesco Lotus - Prachinburi
2. ZEN – Central World
3. Robinson - Suphan Buri
4. Central Plaza – Rama IX
5. Central Plaza – Rama III
6. Robinson – Mega Bangna
7. Central Plaza – Udon Thani
8. Central Plaza – Pattaya Beach
9. Mega Mall - Bangna
10. Robinson – Chiang Mai
11. Secon Square - Bang Khae
12. Central Plaza - Rattanathibet
13. Central Plaza – Surat Thani
14. Robinson – Surat Thani
15. Tesco Lotus - Sadao
16. Robinson – Lampang
17. Central Plaza – Lampang
18. Tesco Lotus - Phisanulok
Branch closed down in 2012
1. Central Plaza – Rama III
Annual Report 2012 Jubilee Enterprise Public Company Limited
20
The company expanded the branch in the form of the shop counter to sell the diamond
firstly at Yaohan Department Store. This deemed as the first phenomenon for diamond sale
at the shop counter in Thailand.
The company has started to carry on its business as franschise in Bangkok and surrounding
provinces and central region. It has expanded to the North and the Northeast region later
on which was the pioneer to sell the diamond with this marketing. Overall the company
had 10 branches.
The company adjusted the marketing strategy and started to expand the shop counters
at the big mall such as Central Plaza, Robinson, The Mall and the local department stores
totally 15 branches.
The company, in partnership with the credit card company, started the marketing plan to
display and sell the products through the newsletter. This deemed as the first time for the
diamond industry using this marketing plan.
In order to expand the market, the company opened the additional shop counter at the
mall and the hypermart such as Tesco Lotus and Bic C at the end of 2003 totally 37
branches.
The company had 45 branches in total nationwide.
The company won the “Super Brand Winner 2005” awarded by the Reader’s Digest in the
catergory of Best Customer’s Satisfaction. The company had 50 branches totally.
On 26th November, 2007 at the Extraordinary General Meeting of Shareholders No. 1/2550,
the Board had resuolution to increase the capital from THB 10,000,000 to THB 40,000,000
while the par value was of 100 baht.
The company standardized the customer on the creditability of the diamond by granting the
certificate from the international institute that is internationally well-known. The certificate
will be granted at least for the one-carat-diamond by the Hoge Raad voor Diamant (HRD)
issued by the Diamond High Council, Belgium in order to enhance confidence of the
customer more than previously.
The company has founded the HRD firstly in Thailand where it is the gem center to sell
diamond certified by HRD only at Pan Pacific Hotel, Bangkok.
The company, in partnership with the Krungthai Leasing Co. Ltd. (the subsidiary of the Krung
Thai Bank Group) started to accept the payment in form of installment for the diamond
purchase through all branches of the Krung Thai Bank.
IncidentYear
Mr. Viroj Phonprakit has founded the company called “Jubilee Enterprise Company Limited”.
The registered capital was the sum of THB 10,000,000 which was equal to 100,000 shares
while the par value was of 100 baht.
1993
1994
1995
1997
2001
2003
2005
2006
2007
Timeline and Milestone in brief is as follows;
Annual Report 2012 Jubilee Enterprise Public Company Limited
21
IncidentYear
The company bought the inventory from Jubilee Diamond Partnership where it had commer-
cial relationship with. Mr. Suntorn Pornprakit, the manager of Jubilee Diamond Partnership,
who is the father of Mr. Viroj Phonprakit, the Deputy Chairman of the Board of Directors
and the President of the Company, granted the right to enjoy the building belonged to the
Jubilee Diamond Partnership for the company to open the new branch at Sapan Lek selling
the diamond under the brand called “Diamnond Center” and “Jubilee Diamond”.
The company started to sell the diamond certified by the GIA (Gemelogical Institute of
America) in order to enhance the customer’s options and quality confidence.
On 30th April, 2008 at the Extraordinary General Meeting of Shareholders No. 1/2551, the
Board had resuolution to increase the capital from THB 40,000,000 to THB 120,000,000
while the par value was of 100 baht.
On 5th June, 2008 at the Extraordinary General Meeting of Shareholders No. 2/2551, the
Board had resuolution to transform the company from private entity to public entity and
adjusted the par value of the share from 100 baht to 1 baht instead.
On 9th November, 2009, the company has entered into MAI stock market.
On 31st December, 2009, the company had 73 branches in total.
During 28-30th October, 2010, the company firstly issued the ESOP to the directors and
employees (according to the Extraordinary General Meeting of Shareholders No. 4/2551 for
the Jubilee Enterprise Public Company Limited dated on 27th August, 2008). The meeting had
resolution to issue ESOP for the amount of 4,997,5000 shares at the par value of 1 baht.
On 5th November, 2010, the company registered to change the amount of the paid up capital
because of the first ESOP provided for the directors and employees from THB 170,000,000 to
THB 171,121,500 at the Department of Business Development, the Ministry of Commerce.
On 2nd
September, 2008, the K-SME Venture Capital Co. Ltd., under the supervision of the
Khao Kla Venture Capital Management Co., Ltd. bought 15,000,000 shares catergorized as
specific investor resulting to the addition registered capital totally THB 135,000,000.
On 31st December, 2008, the company had 60 branches in total.
On 20th June, 2008 at the Extraordinary General Meeting of Shareholders No. 3/2551, the
Board had resuolution to increase the capital from THB 120,000,000 to THB 175,000,000
by way of issuing the common share at the amount of 55,000,000. To clarify, the company
allotted 15,000,000 shares in order to offer to sell the share to the specific investors,
35,000,000 shaes was for the public and the last 5,000,000 shares was for the ESOP
issued by the company for the directors and employees. The capital was already paid up
at THB 120,000,000.
2008
2009
2010
Annual Report 2012 Jubilee Enterprise Public Company Limited
22
The company expanded the additional braches from 73 to 78 dated on 31st December,
2010.
During 28-30th October, 2011, the company secondly issued the ESOP to the directors and
employees (according to the Extraordinary General Meeting of Shareholders No. 4/2551 for
the Jubilee Enterprise Public Company Limited dated on 27th August, 2008). The meeting had
resolution to issue ESOP for the amount of 4,997,5000 shares at the par value of 1 baht.
On 9th November, 2011, the company registered to change the amount of the paid up capital
because of the first ESOP provided for the directors and employees from THB 171,121,500 to
THB 172,287,750 at the Department of Business Development, the Ministry of Commerce.
15th March 2012, the company won “Bai Po Business Awards by Sasin” with 3 categories
: 1 Quality 2. Innovation 3 Branding.
During 28-30th October, 2012, the company secondly issued the ESOP to the directors and
employees (according to the Extraordinary General Meeting of Shareholders No. 4/2551 for
the Jubilee Enterprise Public Company Limited dated on 27th August, 2008). The meeting had
resolution to issue ESOP for the amount of 4,997,5000 shares at the par value of 1 baht.
On 9th November, 2012, the company registered to change the amount of the paid up capital
because of the first ESOP provided for the directors and employees from THB 172,287,750 to
THB 173,297,625 at the Department of Business Development, the Ministry of Commerce.
22 November 2012, the company won the SET Awards 2012 in Best Investor Relations and
Outstanding Company Performance. The awards initiated by the Stock Exchange of Thailand
in conjunction with the Money and Banking Magazine
The company expanded the additional braches from 78 to 79 dated on 31st December,
2011.
The company expanded the additional branches from 79 to 95 dated on 31st December,
2012.
2011
2012
IncidentYear
Annual Report 2012 Jubilee Enterprise Public Company Limited
23
Purpose of business
Souce of revenue
(Unit: Million Baht)
The company aims to lead the business on diamond and jewelry retail in Thailand by developing
the diamond purchase with the transparent manner; disclosing the correct information to the customer and
adapting the customer’s attitude to concentrate the work elaboration in order to meet with internation practice.
Moreover, the company tends to emphasize branding called “Jubilee Diamond” with confidence and
strength.
Vision
To create more values with precious diamond jewelry of the company for all people with innovations
on product design, counter brand and display management with efficiency and material selection with
development of manufacturing technologies;
Mission
1. To be Thailand’s leading retailer of diamond jewelry
2. Value added to the organization, shareholders and stakeholders.
3. To continuous develop product quality and professional service
4. To create brand and image to worldwide
5. To develop human resources continually
6. To focus on Good Corporate Governance, Risk Management, Internal Control
2010
Amount Amount AmountRatio Ratio Ratio
Million Million MillionPercentage Percentage Percentage
2011 2012
Source
1. Diamond Jewelry
2. Carat Diamond
3. Service fee
Total
614.03
69.66
5.43
689.12
89.10
10.11
0.79
100.00
793.19
88.36
5.77
887.32
89.39
9.96
0.65
100.00
1,089.34
131.05
5.84
1,226.23
88.84
10.69
0.47
100.00
Annual Report 2012 Jubilee Enterprise Public Company Limited
24
RISK FACTORS
During 2012, Thailand passes the huge inundation and accepted to pay minimal wage at 300 baht
per day. The Jubilee Enterprise Public Company Limited was necessary to be aware of risk management
in order to mitigate the impact that might be arisen regardless from inside or outside firm. Certain risks are
regarded as the priority issue for carrying on the business which can be considered and clarified below:
1 Risk based on the economic situation
Due to the year 2009-2012, many countries faced the economic crisis such as the subprime in the U.S.
which affected extensively and constantly around the world. Thailand still highly depended on exportation as
shown in the ratio of exportation per GDP which was approximately 60%. Especially the ratio of exportation
in the U.S. was approximately 25% based on the gross exportation during the year 2007-2011. The economic
recession in the U.S. affected to the manufacturer and exporter and collapsed their businesses eventually.
This led to the growth of unemployment and a drop of household income which affect to the declination of
the domestic purchasing power consequently. Moreover, Thailand accepted to increase the minimal wage
per day resulting to the collapse of the SME business due to the unacceptable additional cost while people
distrusted the economic stability. Because of these given factors, people saved money rather than spending
while this affected to the domestic demand including the demand of jewelry which is the main products of
the company. Therefore, the growth of company was full of ups and downs in this particular period.
However, the Board of the company had the policies to minimize such impacts. Those policies were
such as inventory management, applying the marketing tool to meet the customer’s demand, conducting
the marketing research to study the customer’s demand and behavior, and having the sale promotion
in order to draw attention of the customer. In terms of cost and relevant expenses, the company
negotiated with the supplier including to manage and control the sale cost as it deemed appropriate.
2 Risk based on business that has high cost and moveable
The products of the company are diamond and jewelry that have high cost and movable; therefore,
it is the risk that the company has to be careful for the espionage from outsider and insider. Moreover, the
company has to bear the risk for its loss because of the diamond transit from one to another place.
For the risk caused by the outsider such as espionage or the risk from the fraud conducted by
the insider of the company, i.e., No record and replacement for the purchase of diamond; or the espionage
conducted by the insider; or sale of the artificial diamond while the authentic one stolen by the insider. The
company has the policies and rules to perform its business focusing the purpose of “strict protection” in
all process and areas. For the example, the company has policy to store the product in the safe after the
work, the inventory will be recorded in the in-and-out item and the computation of the completeness and
correction shall be made at the end of the day always. Moreover, the company stores the material in the
strong room inside the headquarter of the company where the CCTV will be monitored 24 hours together
with the heat detector system.
Annual Report 2012 Jubilee Enterprise Public Company Limited
25
For the internal examination, the company randomly examines the products at certain branches
where the audit and district manager check the stock at least 2 times a month while the products at the
strong room at the headquarter is examined at least once a month. Moreover, the company has the policy to
transfer the products to other branches constantly through the headquarter without notice and information.
Therefore given examples previously are seldom happened.
Moreover, the company seeks the remediation in case of damage existed, such as conflagration and
espionage by way of insurance dated on 31st December, 2012. The ratio between the sum insured per the
net inventory is approximately 80%.
For the risk of transfer, every transfer regardless from one to another place or from the headquarter
to the branches shall be only accepted and allowed by the manager of the Sale Administration Department.
Direct transfer between the branches is not allowed. All the process shall start from the headquarter only
while the Sale Administration Department will manage and control all the transfer from the origin to the
destination. Record of transfer is needed to make including to endorse the authorized signature for the
transfer confirmation at the Warehouse Department. All transfers will be insured at all time while the value
of each transfer shall not be exceeding THB 150,000 per time. Such value of the insurance is subject to the
100% claim. Therefore, if the loss during the transfer is existed, the company’s income shall not be affected
substantively.
The company has policies and rules to control entry and exit of the strong room substantively as
follows;
• To enter the warehouse, it needs key and magnet card possessed by the manager of the
Warehouse Department only. No employees and directors can enter freely.
•Toenterthestrongroom(locatedinthewarehouse),itneeds2keysinsertingatthesametime
together with the combination lock. The keys and the combination lock will be possessed separately by the
three managers in different department who have no relationship with each other and are not acting as the
director or the major shareholder. Such method is regarded as internal control for the strong room in order
to check and balance.
To clarify, the strong room cannot be entry by one person but three persons who have no relationship
at least. Either employees or directors cannot come in this strong room freely. In addition, the combination
lock will be changed at least once a year. Moreover, the CCTV is attached inside the strong room.
Apart from the above, the company has other internal control systems to prevent the risk. Moreover,
the Audit Committee has provided the Internal Audit to conduct the Walk-through examination with the
employees and directors whether they have followed the company’s rules. Such Walk-through examination
will be conducted every quarter and reported to the Audit Committee.
Annual Report 2012 Jubilee Enterprise Public Company Limited
26
3 Risk based on the difficulty in quantity and quality examination
The value of the diamond is based on the 4C which is color, clarity, cut and carat. Although the
feature of each diamond may be slightly different, the value is way too different. This is difficult to examine
the true value of the company’s inventory because the diamond may be changed and replaced among the
lower grade of diamond as indicated in the label. Without the best practice of internal control, it may affect
to the true value of the company’s inventory and cost including the deviation of the company’s income as
shown in the balance sheet.
However, for the risk of diamond replacement and the true value of the diamond as said above, the
company has policy and rule to control the product and quality in details below:
1. The company shall provide the serial code for material procurement in advance. Each serial code
will be categorized the feature of material applying for all kinds of diamond regardless there is no certificate.
2. The company shall record the material by examining all diamonds purchased by the company’s
expert prior to accept the product; thoroughly categorizing the material based on the feature of the diamond
according to the serial code after the diamond is in possession consistent with the purchase order and the
examination is made; and keeping such record at the Quality Examination Department.
3. After categorizing the material based on serial code, each material shall be stored at the strong
room. Such storage shall be followed with the category and serial code.
4. For production process of the finished goods, the company shall code each goods in the computer
system which identifies the material that is needed to use as categorized in the serial code thoroughly.
5. In term of material disbursement for production, the Production Department shall provide
the disbursement form as provided. The number of jewelry that is going to be produced, the serial
code of material and the number of the quantity shall be filled in the form for each production.
6. After the factory delivers the finished goods that is passed the examination including the feature
whether it is met with the requirements, the Production Department shall code such finished goods, print
the certificate from the system indicating clearly the quality, quantity and weight of the diamond together
with the image and store it at the strong room in order to transfer to the destination accordingly.
7. The jewelry that is ready to sell shall be labeled indicating the serial code and the certificate
together with the image attached so that the tracking will be easier to make.
8. For auditing, the company has provided the Accounting and Finance Department checks the
inventory which is material and jewelry possessed by the Warehouse and the Production Departments
at least once a month.
9. In term of returning the product from the customer, once the sale staff receives the product
from the customer, such product shall be returned to the headquarter in order to examine the feature of
the diamond before reproduction.
Annual Report 2012 Jubilee Enterprise Public Company Limited
27
The above rules are set to control the quality of the diamond no matter there is a certificate provided
by the international institute or not; or it is the loose diamond or carat diamond or diamond jewelry. The
diamond where the certificate attached and issued by the international institute is more helpful to examine;
namely, all diamonds from HRD will be kept and sealed in the box delivered from abroad directly. Similarly,
the serial number of the diamond from GIA will be marked by laser at the edge of the diamond in order
to protect the replacement and to identify the particular diamond with accuracy and clearness so that the
examination can be made easier.
Moreover, the internal control and audit systems as well as the compliance as provided in 1.2 for the employ-
ees and directors can enhance the effectiveness of internal control system. Given the policies and rules, the company
strongly believes that the value and quality of the product shown in the balance sheet is reasonably correct and accurate.
4 Risk based on pricing and discount
Our sale is mainly focused in retail to the individual customers because the price of the diamond and
jewelry will be up to the feature of the diamond needed to have expertise and experience to indicate such
feature. More important, the price is also up to the customer’s satisfaction; therefore, pricing and discount
cannot be applied in the same basis. The price of similar jewelry cannot be the same or compatible. It is
difficult to examine whether the income will be recorded accurately while the primary rate of profit from
individual jewelry is highly fluctuation. As a result, it is uncertain to seek the integrity of the profit and
income.
However, the company concerns about the pricing and discount; therefore, it creates a policy to set
the threshold for pricing and discount based on product category applied to all branches. No salesman can
determine the price nor provide the discount independently.
In term of pricing, the threshold shall be based on product category according to the cost, design,
form including the types and price of the material. This shall be set as a standard applying for all branches.
The policy of pricing shall be determined and final by the Chief Financial Officer or “CFO”. If the pricing
is not appropriate, it could affect either the sale target when the pricing is too high or the primary rate
of profit when the pricing is too low. This also will be regarded as the performance indicator for the CFO
evaluated by the President and Board of Directors. In term of discount, it shall be inverse variation with the
rate of commission; namely, the commission shall be low if the discount is very high and vice versa. More-
over, the discount rate is arranged by tiers providing the maximum ceiling for the employees and directors
shall discount in different tiers. The maximum rate of discount shall be provided by the President with the
Annual Report 2012 Jubilee Enterprise Public Company Limited
28
permission from the Board of Directors. However, such maximum rate of discount shall not be lower than
the original cost. In addition, the company has no policy to pay the remuneration in the form of commission
to the directors and other employees but salesman.
For the risk of correctness and completeness of the company’s income after the discount can be
arisen. For the example, the salesman sells the diamond without offering the discount to the customer for
X baht but returns to the company only Y baht while the rest of income is embezzled with its personal
interest. The net income of the company, as a result, may be deviated because of the discount policy.
Nonetheless, the company has realized this risk very well and taken action to protect such risk by
way of issuing the tax invoice and receipt as well as the warrant card indicating the sale price at all times.
Furthermore, the company has recorded every purchase of each customer in the customer database in
order to collect the points and reach to the prize while the customer can access this information as well.
Hence, this internal control system, which is designed to get the correct and accurate information related to
the diamond purchase from the customer directly and respond to the purpose of examination from the third
party, can minimize the risk.
5 Risk based on obsoleteness of the diamond jewelry inventory
The most important asset of the company is the inventory. On 31st December, 2012, the net asset
of the company is equal to THB 479.42 million or equivalent to 64.21% of the total asset and 96.03% of
the shareholders’ allotment. As the consumer still depends on the value of the diamond and design of the
product; as a result, the excessive in-trend design may be a problem when it is out-to-date. The company
has to unusually discount and affect to the profit of the company consequently.
However, the Board has been carried on its business more than 40 years and understood the
diamond jewelry industry very well. The Board, then, emphasizes to the design development of the jewelry
and the customer’s demand. The company has kept and analyzed the previous sale record, surveyed the
customer’s opinions and updated the trendy fashion. The company has also set up Product Development
Department and hired the full-time designer to design the product that meets with the customer’s demand
maximally. The design is simply classic but focusing the quality of the diamond mainly; therefore, the issue
of obsoleteness of the design is not the problem. Moreover, the company can recycle and reproduce the
jewelry which can reduce the cost of production around 3-5% and have less impact for the profit gain.
Annual Report 2012 Jubilee Enterprise Public Company Limited
29
At the same time, the company has managed the jewelry inventory effectively. The company has
policy to protect the risk of each product by inserting the code over the product and collection, date of
production and year of design in the database and the price tag in order to estimate what kinds of product
are in the focus of the consumer or which category of the product is still left for inventory so that it could
plan to reproduce if the demand is high.
If any product has low demand or it is stored overtime to transfer from one place/ province/ region
to another, the company shall have the policy to manage the inventory reproduction; call the salesman all
branches to estimate the consumer’s demand; report and return the inventory in each design to the company
every month so that the directors can have adequate information to make the right choice to meet with the
customer’s demand maximally and mitigate the risk.
Moreover, in case the jewelry cannot meet with the customer’s demand, the company shall re-
design which may have to invest the cost of production around 3-5% without the cost of material.
6 Risk based on excessive dependence on directors and experienced and skilled
personnel
The company has been carried on its business under the name of “Jubilee Enterprise” more
than 20 years managed by the shareholders and Mr. Viroj Phonprakit, acting as the main Director and
Chief Executive Officer “CEO”. With knowledge, skill and experience related to diamond and diamond
jewelry, such as material supply, channel expansion for distribution and market expansion, are the key
factors that make the company’s performance and financial status has been growth constantly. It deems
that the main director contributes the risk in administration and management.
However, the company has followed the guideline for management by assigning the duties
and responsibilities to any other directors and employees instead. The company has set up the good
information collection and database including to exchange the relevant information between the directors
and employees frequently. Training, awareness raising and personnel investment have been provided
in order to understand the company’s goal and purpose and to avoid this risk when it is shifted to
another.
Annual Report 2012 Jubilee Enterprise Public Company Limited
30
7 Risk based on investment expansion
The company has the plan to expand the branch in the future for the customer in Bangkok and
surrounding provinces in order to cover and respond the demands of all groups of customer. The shop
decoration and the revolving fund have been invested in the new branch. However, the company may face
the risk from such investment if the business cannot reach to the goal as set. In addition, it depends on
certain factors such as the economic situation in Thailand, the rate of interest and inflation, customer’s
behavior in each province, etc. In order to avoid the risk, the company has the investment plan analyzed the
market and the appropriateness for investment by the Business Development Department. This investment
plan will be presented to the Board in order to seek the possibility of investment including to open the new
branch in the shopping malls targeted many groups of customer. Those shopping malls are such as Central
Plaza, Robinson, the Mall, Tesco Lotus and Big C.
8 Risk based on currency exchange
The company has imported the material from abroad; therefore, the price offering and payment will
be made with the US currency mainly. Although, the material is imported from abroad, all products will be
distributed only in domestic. The rate of importation is approximately 70% from the gross materials. Moreover,
the price of diamond bought from the domestic distributor will be made in the U.S. currency according to
the traditional trade. If the value of the U.S. is low, it could reduce the cost of the company and vice versa.
In 2012, the company gained the profit for the currency exchange around THB 1.98 million.
The company has a policy to protect the risk based on currency exchange by way of Forward
Contract. It aims to prevent the risk from currency exchange around 50% to 100% of the gross purchase
from abroad. It is noted that the company has no policy to speculate the profit from currency exchange.
The Forward Contract will be subject to the Board’s determination. The Board’s determination will be based
on the currency exchange which is always followed up and the impact from such exchange. In addition, the
Forward Contract will be made immediately when it receives the product from the Sigthholder and records
the account payable in the company’s account.
Annual Report 2012 Jubilee Enterprise Public Company Limited
31
9 Risk based on the price adjustment of material
The structure of the average cost is consisted of 3 parts which are 1) diamond as equaled
to 65-75% of the cost of the sale; 2) gold as equaled to 15-25% of the cost of the sale; and 3) the
production fee as equaled to 3-5% of the cost of the sale. This depends on the design of each product.
However, a diamond and gold are significant items that could affect to the cost of the company. The
more cost of material is up, the more cost of the company is growing.
The price of the diamond will be deviated in the global market. The company is then unable to
control the certain value of the cost. The price of the diamond during the 1st quarter at the year 2010 to
the 4th quarter of the year 2012 is as follows;
From the above table, it shows that the price of the diamond at 1 carat or upper will be deviated more
than the small size of diamond. Presently, the company has managed the risk by storing the diamond at the
size of 0.005 to 0.30 carat categorized in the non-substantial impact. For the diamond at 1 carat or upper,
it will be stored not exceeding than 15% of the gross inventory of the company. On 31st December, 2012,
the company has the diamond at 1 carat or upper as equaled to 3.73 of the net inventory. If the deviation
of the diamond’s price is existed, the Board believes that the company can manage the impact related to
structure of the cost and the profit capacity of the company from such deviation. For the example, such
management can either gain more profit if the price of the material is getting lower or adjust the structure
of the cost if the material price is getting high.
USD Per Carat
Annual Report 2012 Jubilee Enterprise Public Company Limited
32
The company uses 18K gold for the jewelry while the price of the 18K gold will be deviated
according to the price of the 99.99% pure gold. The 18K gold combines between 75% of gold and 25%
of other metals so that it can mold the jewelry. Previously, the price of the 99.99% pure gold in the
global market has been changed as follows;
In addition, the price of the 99.99% pure gold in the global market has been changed substantively
since 2006 due to the weakness of U.S. currency. This increased the demand of the gold purchase because
it can prevent the risk from the adjustment of the U.S. currency. Once the demand is higher, the price of the
99.99% pure gold is more expensive. The price on June 2010 rose up to USD 1,242.60 per ounce and USD
1,404.90 per ounce later on December in the same year. The price went to USD 1,510.60 per ounce on June
2011 and kept rising up constantly at USD 1,566.40 per ounce later on December in the same year. Finally,
the price reached at USD 1,668.70 per ounce on March 2012 while it dropped to USD 1,599.10 per ounce
in June. However, the price swung back to USD 1,665.80 per ounce on December in the same year.
The company has managed such risk by making an agreement of the price at the date of production
when the hire of work is made. The agreed price to produce will be part of the criteria to compute the cost
so that the deviation of 18K gold will not cause any impact because the price has been agreed by both
parties. Moreover, in term of distribution, the company will price up from the cost of the product; therefore,
it does not really affect from the deviation of the material price.
10 Risk based on the supply of big diamond่
Due to the nature of the rough diamond and cutting technique, the big diamond has less demand
than the small ones. Ususally, the order of the big diamond shall be made in advance from the gemcutter
and take time more than the small diamonds. Moreover, it may be difficult to find the diamond as big as
it demands in the market.
In addition, the order to purchase the diamond bigger than 1 carat shall be made in advance
greater than or equal to 3-4 months. However, 90% of the order to purchase the diamond in the company
is less than 0.70 carat which can be available generally and meet with the demand of the market. Hence,
the company has never affected from the shortage of a big diamond before.
11 Risk based on the lease contract for the branch
On 31st December, 2011, the company had 95 branches focusing the individual customers and retail
purchase. These branches were located in the rental area belonged to the company totally 51 branches and
another 14 branches were belonged to the franchise distributors and located at the shopping mall and the
Annual Report 2012 Jubilee Enterprise Public Company Limited
33
hypermart in Bangkok, surrounding provinces and other provinces. The company then had to rent the area
from the lesser in form of the lease contract; therefore, this could be the risk in case that the lease contract
cannot be renewed or the lesser wishes to change the condition or the rate of the rental in the contract. The
company may have to pay higher than previously. For the other 30 branches, they were as the GR Counter
which have no risk in the term of the contract.
On 31st December, 2012, the company had rental areas for 51 branches with the 3-years contract
and monthly paid. This could be a risk to renew the contract while the other 14 branches might have the
same trouble when they were run by the franchise distributors who made a lease contract without the direct
involvement of the company. However, the following facts that 1) the company has behaved itself to be a
good lessee constantly; 2) the company has been the top lessee among the others in the jewelry industry;
and 3) the company has had many branches nationwide have put the company in the position to bargain
with the lesser leading to the risk prevention.
12 Risk based on the issuance of the Employee Stock Option (ESOP) for the directors
and employees
From the Extraordinary General Meeting of Shareholders No. 1/2551 dated on 27th August, 2008,
the Board had resolution to issue the common share (“ESOP”) which indicated the specific holder and
non-transferable to the directors and employees for 5,000,000 units. The par value was of 0 baht while
it was longed for 5 years from the date of issuing and offering. ESOP 1 unit could buy 1 common share
because the value of the ESOP was equal to the par value of the share. The cost to pay higher than
the holder of the ESOP and the reduction price of the share could possibly happen for the investor.
If the holder of ESOP sells its rights, the investors may affect in EPS Dilution and Control Dilution.
This made the investor in the position to gain less profit and ownership of the company or equivalent
to 2.86%. The percentage was computed from all shares after the IPO which were totally 170,000,000
shares. For the of Price Dilution, it had no impact because the common share of the company has not
yet been registered as a stock in the MAI stock market; therefore the market price has not been set.
However, if the market price is needed to competence from the IPO, it shall affect the maximum price
from exercising the ESOP as equaled to 1.04%.
However, the said ESOP was provided with the condition to exercise within 1 year from the date
of issuing and offering. The holder of the ESOP can exercise its rights for the first time not exceeding 25%
of the gross ESOP that each holder shall gain distributed by the company. Every 12 months after the first
year, the holder may exercise its ESOP not exceeding 50%, 75% and 100% % of the gross ESOP that each
holder shall gain distributed by the company respectively. This aimed to protect the additional shares in the
beginning when the company got approval to enter into the MAI stock market because the ESOP could be
Annual Report 2012 Jubilee Enterprise Public Company Limited
34
13 Risk based on the adjustment to exercise the Employee Stock Option (ESOP)
In the future, the company may adjust the exercise price and ratio of the ESOP due to the reduction
of the par value, dividend transformation to become a common share, etc. For the adjustment of exercise
ratio of the ESOP, any fraction lower than 1 share arisen from the adjustment shall be pulled out. For
the adjustment of exercise price, if the new exercise price is lower than the common share, the price of
common share shall be superseded. This could encourage the holder of the ESOP to buy less common
share of the company.
converted and become the common share if all holders wish to convert. As a result, it might reach to 5,000,000
shares or equivalent to 2.94% of the whole shares after the IPO and the exercise of the ESOP.
Annual Report 2012 Jubilee Enterprise Public Company Limited
35
Shares of the Company
As at December 29, 2012, the company’s registered capital of 175,000,000 THB, with paid up capital
of 173,297,625 THB at par value of 1 THB per share
Dividend Payment Policy
The company’s dividend payment policy to shareholders with twice a year at the rate of not less
than 60% of net profit after corporate income tax and legal reserves. However, this depands on the
economic situation and the company operation performance.
Major Shareholder
10 Major shareholders’ report as of 29 December 2012 :
Shareholders
Mr. Viroj Phonprakit
Mrs. Suvatana Tulayapisitchai
Mr. Monchai Leesirikul
Ms. Unyarat Pornprakit
Mr. Akarapong Pornprakit
Ms. Ornrat Pornprakit
Mr. Jarasphan Panchasap
K SME Venture Capital
Mr. Kachen Benjakul
Mr. Naphat Panchakunathorn
Mrs. Chantana Luekajornchai
72,279,150
12,186,750
7,000,000
6,186,750
6,005,625
5,503,750
4,000,000
3,515,600
2,504,800
2,050,000
2,050,000
41.71
7.03
4.04
3.57
3.47
3.18
2.31
2.03
1.45
1.18
1.18
Paid Up Capital
Shares Percent
Shareholding Structure
Annual Report 2012 Jubilee Enterprise Public Company Limited
36 Annual Report 2012 Jubilee Enterprise Public Company Limited
Board of Directors
Executive Committee
Corporate Secretary
Audit Committee
Internal Audit Office
Advisor of
Board of Directors
Chief Operating Officer
Director
Marketing
Department
Director
Sales
Department
Director
HR
Department
Director
Purchasing
Department
Director
F & A
Department
Director
Production
Department
Chief Financial Officer
Chief Executive Officer
Senior Deputy Chief
Executive Officer
The management structure of the company composes of 3 committees which are the Board of
Directors, the Audit Committee and Executive Committee. On 31st December, 2012, the organizational structure
of the company is as follows;
Criteria of the committee
The criteria of the committee is set in accordance with the Securities and Exchange Commission
(SEC) as follows;
•Ofthetotalnumberofboardmembers,atleastone-thirdandnofewerthanthreepersonsmust
be independent directors.
•TheAuditCommitteeshallhaveatleast3persons
MANAGEMENT STRUCTURE
Definition of committee
Executive means the authorized person who can manage and receive full time salary as
appointed to be the Director
Non-executive means the director who is not sitting as the executive and does not receive
the full time salary
Independent committee means the director who is not sitting as the Executive and qualified according
to the SEC
37Annual Report 2012 Jubilee Enterprise Public Company Limited
Qualification of the Independent Director
The Independent director of the company shall meet the qualification and have independent author-
ity according to the Securities and Exchange Commission and Stock Exchange of Thailand; namely,
1. It shall hold shares not exceeding 0.5 per cent of the total number of voting rights of the
company, its parent company, subsidiary, affiliate, or other juristic person who may have
conflict, including the shares held by related persons of the independent director;
2. It shall neither be nor have been an Executive, employee, staff, or advisor who receives
salary, or a controlling person of True, its parent company, subsidiary, affiliate, or other
juristic person who may have conflict unless the foregoing status has ended not less than
two years prior to the date of appointment;
3. It shall not be a person related by blood or registration under laws i.e. father, mother,
spouse, sibling, and child, including spouse of the children; of executives, major sharehold
ers, controlling persons, or persons to be nominated as executive or controlling persons
of the company or its subsidiary;
4. It shall not have a business relationship with the company, its parent company, subsid
iary, affiliate, or other juristic person who may have conflict, in the manner which may
interfere with his or her independent judgement, and It shall neither be nor have been a
major shareholder, a non-independent director or an executive of any person having busi
ness relationship with the comapny, its parent company, subsidiary, affiliate, or other
juristic person who may have conflict unless the foregoing relationship has ended not
less than two years prior to the date of appointment;
5. It shall neither be nor have been an auditor of the company, its parent company, subsidiary,
affiliate, or other juristic person who may have conflict, and not being a principal share
holder, or a non-indeoendent director, or an executive, or partner of an audit firm which
employs auditors of the company, its parent company, subsidiary, affiliate, or other juristic
person who may have conflict unless the foregoing relationship has ended not less than
two years from the date of appointment;
6. It shall neither be nor have been any professional advisor including legal advisor or financial
advisor who receives an annual service fee exceeding two million baht from its parent
company, subsidiary, affiliate, or other juristic person who may have conflict, and neither
being nor having been a principal shareholder, or a non-indeoendent director, or an Execu
tive, or managing partner of the professional advisor unless the foregoing relationship has
ended not less than two years from the date of appointment;
7. It shall not be a director who has been appointed as a representative of the company’s
director, major shareholder or shareholders who are related to the major shareholder;
8. It shall not have any characteristics which make him/her incapable of expressing indepen
dent opinions with regard to the company’s business affairs. The independent director
may be assigned by the Board of Directors to take part in the business decision of the
company, its parent company, subsidiary, affiliate, same-level subsidiary, major shareholder
or other juristic person who may have conflict on the condition that such decision must
be a collective one.
38 Annual Report 2012 Jubilee Enterprise Public Company Limited
In 2012, the company had 5 Independent directors which is more than one-third of the whole Board
in order to ensure checks and balances. In addition, each Director in the current Board is the skilled and
experienced expert. The 8 Directors are devided as follows;
- 3 Executives
- 5 Independent Directors
The directors of the company shall have power and responsibilities to carry on their business in line
with the law, purpose and regulation of the company as well as the shareholders’ resolution with integrity
and due diligence as follows;
1. The Board shall determine goal, direction, policies, strategies, and budget of the Company and
ensure the Management’s compliance with the policies effectively unless the Board shall get approval from
the shareholder’s meeting prior to perform such as capital increase and decrease, debenture issuance, busi-
ness dissolution or partial or whole take-over, business purchase or acquisition, adjustment of memorandum
or regulation, etc.
Structure of the Board of Directors
The Board’s responsibilities
PositionName Length of term
Amonth of share
holdings*
Ratio of
share holding
Chairman of the Board /
Independent Director
Chairman of the Audit Committee /
Independent Director
Audit Committee / Independent Director
Audit Committee / Independent Director
Independent director
Vice Chairman / President of Executive
Committee / Chief Executive Officer
Director / Deputy Senior Chief Executive
Officer
Director/ Chief Financial Officer
*Updated at the record date on 29th December, 2012
The company has corporate secretary and the advisor who provides the suggestion related to
regulations and relevant lawa that the Board shall know and follow for its own business including to
coordinate to ensure that the Board’s resolution will be complied.
2008 - present
2008 - present
2008 - present
2008 - present
2008 - present
2008 - present
2008 - present
1. Mr. Manu Leopairote
2. Mr. Amnuay Nakrachata-
amorn
3. Mr. Pirote Maleehorm
4. Ms. Zonwa Denmeka
5. Mr. Sahasroj Rojmetha
6. Mr. Viroj Phonprakit
7. Mrs. Suvatana
Tulayapisitchai
8. Ms. Unyarat Pornprakit
150,000 0.09
28,800 0.02
32,500 0.02
- -
75,000 0.04
72,279,150 41.71
12,186,750 7.03
2008 - present 6,186,750 3.57
39Annual Report 2012 Jubilee Enterprise Public Company Limited
2. The Board shall manage the company with knowledge, ability and experience to maximize the
benefit of the company in order to accord the law and regulations prescribed by the SEC and the SET,
purpose and regulations of the company as well as the shareholders’ resolution with due diligence in
order to protect the company’s interest and shareholders.
3. The Board shall consider the management structure and appoint the Executive Committee, the
Audit Committee, the chairman of the Executive Committee and other committee if it deems appropriate.
4. The director shall not operate any business which has the same nature as and is in competition
with the business of the company or become a partner in an ordinary partnership or become a partner with
unlimited liability in a limited partnership or become a director of a private company or any other company
operating business which has the same nature as and is in competition with the business of the company,
either for his or her own benefit or for the benefit of other persons, unless he or she notifies the meeting of
shareholders prior to the resolution for his or her appointment.
The regulation of the company provided that the director shall be appointed at the shareholder’s
meeting. The director greater than or equal to 5 persons and more than a half of the Board shall reside in
Thailand. In the case of a vacancy in the board of directors for reasons other than the termination of the
term of office, the board of directors shall elect a person who has the qualifications for the next meeting.
Any director wishing to resign from office shall submit his or her resignation letter to the company and the
resignation shall be effective from the date on which the company receives the resignation letter.
At every annual ordinary meeting, one-third of the directors shall vacate in proportion. If the number
of directors is not a multiple of three, the number of directors closest to one-third shall vacate. In addition,
a director who vacates office under this section may be re-elected. A directors shall vacate office upon:
1) resignation;
2) death;
3) being disqualified or being under any of the prohibitions under section 68 of the Public Limited
Companies Act, B.E. 2535 (1992);
4) removal by a resolution of the meeting of shareholders under section 76 of the Public Limited
Companies Act, B.E. 2535 (1992);
5) removal by a court order.
6) Subject to (1) - (5), A director shall terminate the term when the director have characteristics
indicating a lack of appropriatenessin respect of trustworthiness in managing business whose
shares are held by public shareholders as specified in Section 89/3 of the Securities and
Exchange Act B.E. 2551 (2008) notification of the SEC and shall not remain in his directorship
in the company according to Section 89/4 in the same Act.
Appointment, Resignation and Termination of the Director
40 Annual Report 2012 Jubilee Enterprise Public Company Limited
In order to follow the good governance of the company and the the Securities and Exchange Act
(No. 4) B.E. 2551 (2008), the company, then, has appointed Ms. Patcharawalai Atichathipjinda as the corporate
secretary of the company having responsibilities according to the said Act as follows;
Corporate Secretary
1. preparing and keeping the following documents:
(a) a register of directors;
(b) a notice calling director meeting, a minute of meeting of the board of directors and an
annual report of the company;
(c) a notice calling shareholder meeting and a minute of shareholders’ meeting;
2. keeping a report on interest filed by a director or an executive;
3. performing any other acts as specified in the notification of the Capital Market Supervisory Board;
4. submitting a copy of report on interest in relation to management of the company or the subsidiary
to the Chairman and the Chairman of audit committee within seven business days from the date on which
the company has received such report.
Duties and responsibilities of the Corporate Secretary
The company has appointed the 2 committees in order to have duties and responsibilities as
specified as follows;
1. The Audit Committee
The Directors of the company have been appointed to sit in the Audit committee. They are qualified
according to the SEC and SET and consisted of 3 persons. One person among them, at least, is expertise
in accounting and finance. On 31st December, 2012, the Audit Committee has 3 independent directors sitting
in as follows;
1. Mr. Amnuay Nakrachata-amorn Chairman of the Audit Committee /
Independent Director Expertise in accounting and Finance
2. Mr. Pirote Maleehorm Member of the Audit Committee / Independent Director
Expertise in Accounting and Finance
3. Ms. Zonwa Denmeka Member of the Audit Committee / Independent Director
Expertise in Accounting and Finance
In addition, Mr. Warawut Sethanarug serves as the secretary of the Audit Committee and acts as the
senior Director of the Internal Audit Department who is subject to the Audit Committee’s supervision.
COMMITTEES
Duties and responsibilities
The company has devided duties and responsibilities of the chairman of the Board and the president
clearly in order to check and balance each other. The chairman will be an independent director and has no
relationship with the Executive Committee.
41Annual Report 2012 Jubilee Enterprise Public Company Limited
The Audit Committee has scope of duties and responsibilities as follows;
1. Financial Report
To ensure accuracy, completeness, punctuality and reliability of the financial statements and that
sufficient information is disclosed. This can be done by coordinating the auditor and Directors
who are in charge of preparation of the quarter and annual financial report.
Scope of Duties and Responsibilities
2. Internal control and audit
•TosetuptheInternalControlandAuditappropriatelyandeffectivelyandtoevaluatethein
dependency of both Departments. These departments shall be subject to the Audit Committee’s
supervision including the appointment, transfer, termination of the head of Internal Control
Department or other departments involving with internal control. The Audit Committtee shall
report its performance, update including conclusion / comments to the Board every times in
the meeting.
•Toconsider theauditplanandscopeof theauditconsuctedby the internalauditorand
external auditor on order to work with consistency and well-organized.
3. Legal and regulation compliance
To ensure that the company abides by all relevant SEC, SET and Capital Market Supervisory Board
(CMSB) rules and regulations, and other regulations and laws related to the company’s businesses.
4. Auditor selection and nomination
To consider, select and nominate any person who is independent to be appointed as the auditor and
determine its compensation including to attend the meeting together with the auditor without the
management department involved at least once a year.
5. Connected transactions
To evaluate connected transactions so they comply with the law and regulations stipulated by the
SEC and the SET, and that the transactions are reasonable and benefit the company.
6. Audit Committee’s Report
To prepare an Audit Committee’s Report, attached in the company’s annual report, signed by the
Chairman of the Audit Committee and composisted of at least the following information:
•Opinionsonaccuracy,completenessandreliabilityofthecompany’sfinancialstatements
•Opinionsonadequacyofthecompany’sinternalcontrolsystem
•CommentstheCompany’soncompliancewithlawsonrelevantSEC,SETandCapitalMarket
Supervisory Board (CMSB) rules and regulations, or laws applicable to the company’s businesses
•Commentsonsuitabilityoftheauditor
•Commentsontransactionsthatmayleadtoconflictsofinterest
•Numbers of the Audit Committee meetings and attendances of each of the Audit Committee members
42 Annual Report 2012 Jubilee Enterprise Public Company Limited
In addition, the Audit Committee cannot approve any transactions or persons that may have the
conflict of interest or any other conflict against the company.
2. Executive Committee
The nomination of the Executive Committee consists of:
1. Mr. Viroj Phonprakit Chairman of the Executive Committee / Chief Executive Officer
2. Mrs. Suvatana Tulayapisitchai Executive Committee / Deputy Senior Chief Executive Officer
3. Ms. Unyarat Pornprakit Executive Committee / Chief Financial Officer
In addition, Mr. Yuttana Taepangthong is the secretary of the Executive Committee.
Based on the Board’s resolution No. 2/2555, the Director who is authorized to sign on behalf of
the company is Mr. Viroj Phonprakit together with Ms. Unyarat Pornprakit or Mrs. Suvatana Tulayapisitchai.
Two-third of these Directors shall co sign on the document with a company’s seal.
Director who has authority to sign on behalf of the company
The roles of the Executive Committee are mainly related to operate the business according to the
company’s objective and Articles of Association, and resolution of the Shareholders’ Meeting, or policies
and any orders ruled by the Board of Directors and to have power to approve or agree any activities in the
regular and necessity basis for business operation.
Moreover, the Executive Committee shall has responsibility to screen the issues in order to propose
to the Board of Directors for approval and/or ratification as ruled in the regulation and order of the Board of
Directors including the periodic order of the Board of Directors . The Executive Committee shall also perform
following activities propose to the Board of Directors for approval and/or ratification if it deems appropriate
for the business operation:
1) Policies, goals and annual plan
2) Annual budget of the company
3) Investment direction, policy and goal for guiding the management team
4) Remuneration structures and welfare for the employees
Scope of duties and responsibilities
•CommentsoroverviewobservationwhichtheAuditCommitteehasobtainedfromperformingin
compliance with the Charter
•Anyreportsconsideredappropriatefornotifyingcorporateshareholdersandgeneralinvestors
under the scope, duties and responsibilities as assigned by the Board of Directors
7. To execute other tasks as assigned by the Board of Directors, as agreed to by the Audit Committee.
43Annual Report 2012 Jubilee Enterprise Public Company Limited
The Executive Committee has responsibility to perform following activities under the scope that
provides particular issues:
1. To have the power to employ, appoint, terminate or transfer to the lower level or position,
abate or reduce the remuneration, award, distribute the bonus for the performance and value
of the employees including to dismiss, lay off, and discharge employees at the level and/or
position of the CFO and CEO except the Chairman of the Executives;
2. To procure or distribute the asset of the company which is not exceeding to THB 100,000,000
per each time and issue and shall not exceed the annual budget as provided and approved;
3. To do regular transaction with the bank or financial institution which the amont of transaction
shall not be over THB 100,000,000;
4. To rent or let out the asset of the company can be performed if the rate of the rent
of each asset is not more than THB 20,000,000 per year;
5. To donate for phiranthropic activity can be performed under the sum of THB 500,000 per
time and shall not exceed the annual budget as provided and approved;
6. To open or close down the branch of the company;
7. To control and set the direction for the business investment in other business as assigned
by the Board of Directors and provided by law;
8. To manage the company’s business according to the purpose, regulation, shareholder’s and/
or the Board of Directors’ resolution with no excuse;
9. To execute other tasks as assigned by the Board of Directors. Such tasks shall be subject
to the law and the company’s regulation including the relevant laws. If any member of the
Executive Committee involves with any tasks or person that may lead to the conflict of inter
est or contradict against the company, its subsidiaries or commercial purpose, S/he shall
not approve such tasks and report the Board of Directors in order to meet with the SET’s
rules and regulations.
The Chief Executive Officer (CEO) is the supreme position for management appointed by the Ex-
ecutive Committee to be responsible for performing the management plan and budget approved by the
Board of Directors strictly, carefully and integritily including to comply with the law, purpose, regulation and
the Board’s resolution with the concern of the company and shareholders’ interest and its own duties as
assigned by the Board of Directors.
Chief Executive Officer
44 Annual Report 2012 Jubilee Enterprise Public Company Limited
The Management Team
On 31st December, 2012, there were 8 Executives as appeared below:
1. Mr. Viroj Phonprakit Chief Executive Officer
2. Mrs. Suvatana Tulayapisitchai Deputy Senior Chief Executive Officer
3. Ms. Unyarat Pornprakrit Chief Financial Officer
4. Mr. Warawut Settanarag Senior Director of the Internal Audit
5. Mr. Sophon Aroonsuraphonmaythee Marketting Director
6. Mr. Olarn Phirintharangkoon Sale Director
7. Mr. Yuttana Taepangthong Accounting and Fiannce Director
8. Mr. Varit Saimala Purchasing Director
The Chairman of the Executive Committee has the scope of duties and responsibilities as follows;
1. To manage the company’s business according to the purpose, regulation, shareholder’s
resolution or any policies and orders as ruled by the Board of Directors including to perform
some tasks assigned by the Board and to have power to order the employees in all levels
and positions.
2. To have power to approve or agree any activities in the regular and necessity basis for
business operation as follows;
- To have the power to employ, appoint, terminate or transfer to the lower level or
position, abate or reduce the remuneration, consider to promote, sanction, award,
distribute the bonus for the performance and value of the employees including to
dismiss, lay off, and discharge employees at the level and/or position of the manager
downward and the sale employees ar all levels and positions.
- To procure or distribute the asset of the company which is not exceeding to THB
50,000,000 per each time and issue and shall not exceed the annual budget as
provided and approved.
- To do regular transaction with the bank or financial institution which the amont of
transaction shall not be over THB 20,000,000.
- To rent or let out the asset of the company can be performed if the rate of the rent
of each asset is not more than THB 10,000,000 per year and shall not exceed the
annual budget as provided and approved.
- To donate for phiranthropic activity can be performed under the sum of THB 500,000 per
time and shall not exceed the annual budget as provided and approved.
3. To submit the following report to the Executive Committee;
- Quarter and annual turnover of the company including the goal comparison of the business
- Invesment performance including the monthly assessment
- Any other performance if the Executive Committee deems appropriate
4. To authorize any person to act as the agent on behalf of the Chairman according to its
assignment.
Scope of CEO’s duties and responsibilities
45Annual Report 2012 Jubilee Enterprise Public Company Limited
The Board of Directors consists of at lease five Directors, which not less than half of the number
of Directors must reside in the Kingdom and not less than three-forth of the number of Directors are Thai.
The Executive Board selection shall be approved from the shareholder’s meeting with the following rules
and means:
1. One vote per share is allowed for a shareholder.
2. The director may be voted for either as an individual or a party, depending on the direction
of the meeting. In each resolution, a shareholder must speak for a nominee or party with
all the ballots he possesses; the segregation of votes among nominees is not permitted.
The selected directors must win majority of the votes. In cases where the number of votes are equal,
the chairperson has the authority to make the final selection.
SELECTION OF DIRECTOR AND MANAGEMENT
Cash remuneration
The shareholder’s ordinary meeting dated on 23rd April, 2012, the meeting has approved the meet-
ing fee according to the company’s regulation Re: Annual remuneration and meeting fee of the director and
advisor of the company which was not exceeding the sum of THB 1,056,000 while the bonus was not more
than THB 726,000 per year. The details of meeting attendance and those payments for the direcotors and
executives as follows;
Stattistic of the Director and Executives’ attendance in the meeting during 2010-2012
Mr. Manu Leopairote
Mr. Viroj Phonprakit
Mrs. Suvatana Tulayapisitchai
Ms. Unyarat Pornprakit
Mr. Sahasroj Rojmeka
Amnuay Nakrachata-amorn
Pirote Maleehorm
Zonwa Denmeka
1
2
3
4
5
6
7
8
5/5
5/5
5/5
5/5
5/5
5/5
5/5
5/5
6/6
6/6
6/6
6/6
6/6
6/6
6/6
6/6
Statatistic of attendance in the meeting
Name of the DirectorNo.
2010 2011 2012
DIRECTOR AND EXECUTIVES’ REMUNERATION
5/5
5/5
5/5
5/5
5/5
5/5
5/5
5/5
46 Annual Report 2012 Jubilee Enterprise Public Company Limited
Chairman of the Board of Directors
Chairman of the Audit Committee
Vice Chairman
Audit Committee / Independent Director
Executives
40,000
14,000
15,000
12,000
12,000
40,000
14,000
15,000
12,000
12,000
Type of directorship
Meeting fee
Meeting fee/time Meeting fee/time Meeting fee/time
2010 2011 2012
50,000
18,000
18,000
15,000
15,000
Salary
Bonus
Provident Fund
Totle
15,031,980
1,741,950
450,959.40
17,224,889.40
17,722,970
3,585,195
495,989.10
21,804,154.10
7
7
7
8
8
8
8
7
8
Executives’
remuneration
Executives
2010 2011 2012
The company has set up the provident fund for the Executives and employees and it is their choice
to exercise that benefit. The company shall pay at the rate of 3% of their basic salary.
17,945,763
5,455,516.70
538,072.89
23,939,352.59
Other remuneration
The company has offered the benefit to the Directors and employees in the form of the common share
(“Employee Stock Option : “ESOP”) which indicated the specific holder and non-transferable to the Directors
and employees for 5,000,000 units in order to appreciate and encourage the Directors and employees for
comtributing the achievement of the company previously. The Board of Directors have been distributed the
ESOP as follows;
47Annual Report 2012 Jubilee Enterprise Public Company Limited
Mr. Manu Leopairote
Mr. Viroj Phonprakit
Mrs. Suvatana Tulayapisitchai
Ms. Unyarat Pornprakit
Mr. Sahasroj Rojmetha
Mr. Amnuay Nakratchata-amorn
Mr. Pirote Maleehorm
Ms. Zonwa Denmeka
1
2
3
4
5
6
7
8
200,000
249,000
249,000
249,000
100,000
155,000
130,000
130,000
4.00
4.98
4.98
4.98
2.00
3.10
2.60
2.60
0.11
0.14
0.14
0.14
0.06
0.09
0.07
0.07
Name of DirectorNo.
Number of Unit that
has been
distributed for
ESOP
Percentage of
ESOP
Percentage of gross shares
that can be exercised the
ESOP after the IPO and
rights exhausted
The rate of distribution of the ESOP shall be based on the duration of work with the company, current
position and duties and responsibilities.
The duration of work shall be counted since the date of comencement until 31st August, 2009. The
fraction of the year shall be deemed as a year unless the duration of work is less than 1 year. It is noted
that this shall not apply with the Directors (the duration of work shall be deemed as zero for the Director).
In addition, if the any person has been distributed the ESOP for both position of Director and Executive,
such distribution shall be abated.
Apart from the above, the Directors and the Executives of the company at the level of department upward
shall not receive other remuneration but the regular remuneration such as salary, bonus and meeting fee.
The Jubilee Enterprise Public Company Limited has realized the good corporate governance under
the SET’s guideline and regulation. The company believes that the good corporate governance can reflect
the efficiency, transparency and accountability. This could build the trust and confidence to the shareholder,
investor, stakeholder and other relevant parties leading to the growth of the company sustainably. The company
has carried good corporate governance constantly with the hope that the Board and management team will
comply and adopt with the good corporate governance which is in line with the international standards and
enhance its in the future if it deems approapriate and consistent with the dynamic situations.
The company has the written policy on good corporate governance, notifies the Directors, Executives and
employess to follow in order to build the work culture in the organization and enhances the effectiveness of
the management system which is the fundamental of sustainability of the company. The Board, executives
and employees have adhered the good corporate governance and disseminated this including the ethical
code through the company website at www.jubileediamond.co.th.
1. Role of shareholders
The company has realized and concentrated the shareholders’ right and does not violate or deprive
shareholders’ rights as the owner of the Company. The company has also encouraged the shareholders to
exercise their fundamental rights. Those rights are such as share exchange or transfer of shares, profit shar-
ing, access of the information and meeting participation fot voting, appointing and removing the directors,
appointing the auditor and approving the special resolution and etc. During 2012, the company organized
and operated as follows;
Shareholder’s meeting
On 2012, the company organized the Annual General Meeting of shareholders with the following
details:
CORPORATE GOVERNANCE
• The2012AnnualGeneralMeetingofshareholdersdatedon23rd April, 2012 at 14.00 p.m.
in Four River, 1st Fl., Ramada Plaza Menam Riverside Bangkok located at No. 2074,
Charoenkrung Rd., Bang Kho Laem District, Bangkok 10120. The total participants were 135 person
where 101 person were the shareholders and the other 34 person were proxy. The total countable
shares based on the number of the participants were 121, 477, 307 shares whichwere
equal to 70.51% of the ordinary and paid-up shares. The Board composed of the Chairman
of the Board, the Directors and the Audit Committee totally 8 persons including
the executives and the auditor participated in the meeting. The Chairman was acting
as the chair of the meeting and followed all rules completely provided by law.
The process of the meeting was as follows;
48 Annual Report 2012 Jubilee Enterprise Public Company Limited
49
• Prior to the meeting
1. The company send the notice to the shareholders through the SET system so that the
minority shareholders can acknowledge the right to propose the agenda in the meeting as
well as the nomination to sit as the director according to the selection process provided
by the company’s regulation and disseminated through the company’s website at www.
jubileediamond.co.th/investor relation. There was no agenda or nomination to be appointed
as the independent director in the 2012 annual ordinary general meeting of shareholers.
2. The company disseminated the schedule and agendas of the meeting through the SET
system and the company’s website in advance for 30 days prior to the meeting.
3. The company send the invitation of the meeting indicated the venue, date, schedule and
agendas including the Board’s comment in each particular agenda as well as the proxy
form and annual report for further consideration. The letter and related documents was sent
to all shareholders whose name appeared at the record date in order to to acknowledge
in advance for 14 days and publicized in the daily newspaper for 3 days.
4. The shareholders who cannot attend the meeting by themselves could send their proxy
to act as an agent on their behalf in the meeting.
• Duringtheshareholders’meeting
1. The compamy facilitated the meeting to all shareholders with no preference and discrimination.
There were the receptionists to assit the shareholders sufficiently. The shareholders could
registered for the meeting at 12.30 p.m. which was 2 hours before the meeting. All Directors
and Executives including the auditor joined the meeting altogether.
2. The company applied the barcode system for the participartory registration and voting.
3. The company organized to use the ballot in every agendas in oder to be transparent and
accountable.
4. Priot to the meeting, the Chair of the meeting inform the number of the participants and
explain how to vote with the ballots to the self-participatory shareholders and proxies.
5. The Chair of the meeting carried on the meeting as set in the invitation without changing
the schedule and agendas or considering the other issues where were not in the agdas.
6. The Chair of the meeting informed and clarified all agendas while all shareholders had
equal rights to exercise and examine the company’s performance including to follow up
and express their optinions. The meeting was recorded all substantive matter in the minute
in order to check the correctness of the meeting.
7. Any resolution shall be final by the majority vote. One share will be one vote for any resolutions
unless it was about 2012 annual remuneration. The resolution was accorded by the
two-third of the shareholders’ votes in the meeting while they were qualified to vote.
Annual Report 2012 Jubilee Enterprise Public Company Limited
2. Equitable Treatments
The company has treated all shareholders with equality and fairness no matter they are majority or
minority shareholders, institutional investors or foreign investors and also ensured to the shareholders that
the Board and management team have spent the capital appropriately because it believes that these are the
key factors to build trust and investment in the company. The Board has responsibility to ensure that the
shareholders’ fundamental rights will be protected and treated in the equal basis.
50
8. Prior to vote, the Chair of the meeting would allow the shareholders to ask the question
and details for clarity.
9. The Chair of the meeting carried on the vote with the transparent manner.
10. The meeting allowed the shareholders to appoint the individual directors.
11. During the meeting, if there were any additional shareholders, the company shall recount
the number of the shareholders and shares every time for any additions. The new comers
shall vote only the agendas that have not been voted yet. In addition, the Chair of
the meeting would conclude the vote in each agenda and inform the shareholders to
acknowledge. Such information shall be indicated the number of the votes of approval,
disapproval and absention.
• Intermsofproposingtheagendasandnominationforthe2012annualordinarygeneral
meeting of shareholders, the company sent the letter to the shareholders through the
SET system and the company’s website in order to porpose the agendas according to
the company’s regulation. This ensured that the minority shareholders can appoint the
independent director for taking care their benefit on their behalf. Howevrer, there was no
agenda or nomination to be appointed as the independent director in the 2012 annual
ordinary general meeting of shareholders.
• TheBoardorganizedthemeetingthattreatedallshareholderstobetreatedequallyand
allowed the proxy to act as an agent on behalf of the shareholders through the Khor. Form
(Proxy form) which was attached with the invitation letter for the meeting indicating the
document / requirements including the process of authorization so that the shareholders
could prepare with no problem during the meeting.
• Duringtheshareholders’meeting
1. After the meeting, the company informed the resolutions through the SET system with the
details of resolution and voting in each agenda to the public.
2. The company made the written minute and diseeminated within 14 days after the meeting
through the company’s website.
Annual Report 2012 Jubilee Enterprise Public Company Limited
Measures to prevent the use of inside information by Directors, management, and employees for abusive
self-dealing or for the others
The company shall not discriminate or treat inequally in favor for any other groups. All shareholders
have rights to access the public information through certain channel with the equal basis. Such treatment shall
be fair and enough for the information disclosure. The ways to access this information are as shown below:
Tel : 0-2266-5700 ext. 400
Website : www.jubileediamond.co.th/investor relation
E-mail address : [email protected]
51
• TheBoardacknowledgedtheconnectedtransactionsandconsideredtheappropriateness
of such transactions with prudence by following the SET and SEC regulations and disclosed
the information related the name and relationship of connected person in the annual report
and 56-1 Form so that the shareholders can check easily.
• Thecompanyset theresponsibilitiesof theExecutivesanddepartment related to the
confidentiality. The Directors, Executive or any person who hold the confidential information
of the company shall not share nor disclose the information, which may cause an adverse
impact to the general shareholders, to the outsiders or whom has no relevant duties
unless it is for public dissemination according to the SET regulation.
• ThecompanyprovidedthattheDirectorsandExecutivesshallsubmitthesecuritiesholding
report including the change of such holding to the company
1. Raise awareness to the Directors and Executives for the duty to submit the securities
holding report for themselves, their spouses minors including the penalty according to the
Securities and Exchange Act B.E. 2535 and the SET regulation;
2. Provide the executives submit the securities holding report to the SEC according to Section
59 of the Securities and Exchange Act B.E. 2535 and the company at the same day;
3. Inform the executives and employees that whoever holds the financial and other information
of the company that is substantive and led to the price of the securities shall avoid to
trade the company’s security within 1 month prior to disclose such information to the
public and keep in confidentiality to the other person.
The company has policy to prohibit the Directors, Executives and employees using the inside
information which is substantive and not publicly available for their self-interest or for the others including
for the share trading. The measures to prevent such risk are as follows;
Annual Report 2012 Jubilee Enterprise Public Company Limited
If the Directors, Executives and employees fail to comply with the given measures, the company
shall proceed the disclipinary action in various means as it deems appropriate. Such means are verbal warning,
written warning, salary reduction, work suspension, termination without the compensation or prosecution. In
2012, there was no such act that violated the SEC and SET regulations nor did have the share trading by
using the inside information conducted by the Directors and Executives within 30 days prior to inform the official
company’s income through the SET system.
Information disclosure to the stakeholders
The Board agreed to have the guideline on the information disclosure to the Directors and
Executives’ stakeholders for the sake of transparency and protection of the comflict of interest as follows;
3. Role of Stakeholders
The company has realized the environment and social responsibility including the interest in all groups
and harmonized with them appropriately in order to ensure that all rights are protected and exercised. The
company has provided the guideline to comply in order to respond the stakeholders’ needs clearly and
disseminated it to the Board, Executives and employees to adhere and implement it as key compliance.
During 2011, the company added the good practice and developed the stakeholders’ treatment constantly.
i.e., anti-corruption practice, prevention of the human rights abuses and efficient and worthwhile use of
resources. The practice of good governance in different stakeholder shall be clarified below:
52
1. The Director shall inform the company promptly when the Director and its family members
involve or hold the share in any businesses that may lead to the conflict of interest; or
receive either direct or indirect benefit from any contracts where the company is the party;
and or hold the company’s securities.
2. In case that the employee and its family members involve or hold the share in any
businesses that may be contradict to the company’s business, the employee shall inform
in written to the CEO.
3. The Director and Executive shall inform the information to the company’s Secretary and
the Board and refrain to express any opinions or vote in any agendas that cause the
conflict of interest.
• Shareholders – the company carried it business with integrity, openness and good
governance in order to grow sustainably. The company also respects the shareholders’
rights disclosing the information for assessing the company management. Such information
were the company’s performance, financial status and suppoting information disclosed
within the due period in oder to be transparent and fairness with the shareholders.
Annual Report 2012 Jubilee Enterprise Public Company Limited
53
• Community and Environemnt – the company implemented the policy on Corporate Social
Responsibility : CSR, social focus and philanthropic activities into its business directed by
the Board. The company contributed and involved the CSR activities with the following
foundations and organizations in 2012 constantly:
- Donate the 9 Fiber boats with engines to Wat Hat Yai community in Hat Yai District,
Songkhla Province in order to assist and relieve those who were affected from the
inundation while Dr. Rungroj Kaupanich (MD.), the Deputy Mayor of Hat Yai, was
authorized to received.
- Voluntarily repair and clean the clock tower at Lumpini Park with free of charge in order
to dedicate merit to his majesty the King of Thailand.
For other activities, the company continued to support constantly. For the example, the
company financially supported the National Fund for Empowerment of Persons with
Disabilities under the supervision of the Ministry of Social Development and Human
Security at the sum of THB 162,060 and joined the activities related to educational
support in various universities.
• Customer – the company has dedicated to help the customer’s satisfaction with the
products many factors, i.e., the condition of the product, the price, excellent service which
respond its needs. The company has carried on its business with fairness and has a
policy related to confidentiality and customer’s benefit as a priority. Also, the company
has allowed the company to complain or ask for information all the time through various
means such as website, telephone, company’s branches, facebook or ect.
• Partner and/or Creditor – the company has treated the partner and/or the creditor
according to the trade condition and agreement. The company shall not operate the
business with the bad faith and cover any information or fact that could damage the
creditor. The Executives or employees shall not ask for or accept assets or other benefits
which are dishonest to trading with trade partners and/or creditor. In case there are
grounds to believe that there is request or acceptance of assets or other benefits which
are undue, company or the trade parner and/or the creditor shall jointly seek solutions
and prevent the risk that will be arisen again the future. In addition, the company has
complied with loan conditions, i.e., the purpose of the loan, payment, security, and other
covenants, made with the financial institutions and it, previously, never breaches of
contract with them before.
Annual Report 2012 Jubilee Enterprise Public Company Limited
4. Disclosure and Transparency
The company has ensured that the financial report and corporate information are provided correctly,
accurately and on time through the SET channels and the company’s website at www.jubileediamond.co.th
constantly.
For communication between the company, shareholders and investors, please contact Mr. Yuttana
Taepangthong, Director of Accounting and Finance or E-mail at: [email protected]
54
• ThecompanyhasperformeditdutytotheStatebyoperatingitsbusinessunderthelaw
and regulations strictly and coordinating to disclose the complete and correct information
to the State when requested in order to be transparent, confident and credible.
• Competitors-Thecompanyhasconducteditsbusinesswithinaframeworkoffreeand
fair competition by following the fair competition guideline and avoiding the dishonesty
to destroy the opponents. The company had no trade dispute against the competitiors in
the previous year.
• Employees–thecompanyhasclearandconcretepolicyrelatedtosafety,welfareand
employees’ benefits. The company has treated the Executives and employees equally and
provided the reasonable bonus. The provident fund has been set up in order to secure the
employees’ stability in the long term. The company has set the policy and practice realted
to self-developments such as training, professional education for the the sale employees
at the in-house or out-house including the personality development for the employees.
• The company believes that the quality of the financial report is significant for the
shareholders and outsiders. The Board, then, shall ensure that the information in the report
is correct, consistent with the auditing standards. Moreover, it also shall be examined by
the independent auditor appointed by the Audit Committee composing of the independent
directors who are in charge of financial report and internal control. In addition, the Board,
Audit Committee and the auditor’s reports shall be appeared in the annual report.
• The investor relations is responsible for communicating and supplying the important
information to the investors, shareholders, securities analyst, and ordinary people. The
activities related with the investor relations in 2012 were as follows;
1. To attend the Opportunity Day for 4 times
2. To attend the Analyst Meeting for 4 times
3. To organize the Thank Press Party for 1 time
Annual Report 2012 Jubilee Enterprise Public Company Limited
55
• Tocomplyitsresponsibilitieswithduediligenceandintegrityincludingtofollowthelaw,
purpose, company’s regulation and the Board and shareholders’ resolutions with the
concern of the shareholders’ interest fairly and to reasonably conduct under the same
circumstances. During 2012, the company lawfully carried on its business and did not
violate the SEC and SET regulations.
• Topromoteandapprovethepolicyonthegoodgovernanceinwrittenandtomonitor
such policy at least once a year.
• Toprepare theethical code inwritten forallDirectors,Executivesandemployees to
understand the ethical standard that the company applies in its operation and to ensure
the strict compliance.
• Toconsidertheconflictofinterestbyhavingtheclearguidelineandfocusingthecompany
and shareholders’ interest mainly while the stakeholder has no participation to make deci-
sion unless it is the transaction that has commercial terms as those an ordinary person
would agree with unrelated counterparty under similar circumstances, on the basis of
commercial negotiation and without any dependent interest resulted from the status of
the Directors, Executives or related person, as the case may be, or it is the commercial
agreement approved from the Broad or accorded to the principle that has been approved
by the Board as well as to supervise the complicance, disclosure information related to
the conflict of interest accurately and completely.
5. Board Responsibilities
The Board has duty and responsibility to conduct good governance in order to take reasonable
care to the shareholders and stakeholder such as business strategy, performance assessment and business
transparency.
The Board has leadership, vision and independent to determine the maximum interest of the company
and shareholders overall. It then divides duties and responsibilities between the Board and management
team clearly and ensures that the business is carried on lawfully and ethically.
The Board composes of 50% independent directors who are qualified and experiences in meaningful
way for the company. They have dedicated and put their effort to strengthen the growth of the company.
Role, Duties and Responsibilities of the Board of Directors
The Board considers and determines the business operation such as vision and mission, strategy,
financial goal, risk, plan and budget, etc. including to supervises, controls and ensures that the management
team will follow the policy and plan as provided effectively and efficiently.
Annual Report 2012 Jubilee Enterprise Public Company Limited
56
• Tohavethecontrolsysteminfinanceandlegalandpolicycomplianceandprovidethe
independent person or department monitoring the control system as well as to review
such system at least once a year.
• Toconsider theoverallRiskManagementbyallowingthemanagementteambeing in
charge of complying and reporting the Board regularly and to review the system and
assess such risk management periodically whether the risk has been changed including
to alert in precaution and certain unusual transactions
• To consider the criteria and forms of remuneration for theBoard, the President and
approve the remuneration of the President while the Directors and the Board’s remuneration
will be proposed and approved by the shareholders’ meeting
• ToconsiderthecriteriaandtheprocessoftheDirectorsandExecutivesselectioninclud-
ing to nominate the candidates according to the selection process and propose to the
shareholders’ meeting for the appointment
Term of Director
The selection process of the director for the appointment of the shareholders is transparent
without any dependent interest resulted from the controlling shareholders or management team and credible
for the outsiders.
Every annual ordinary meeting, one-third of the directors shall vacate in proportion. If the number
of directors is not a multiple of three, the number of directors closest to one-third shall vacate. In addition,
a director who vacates office under this section may be re-elected.
Removal of the Board of Directors
Apart from the removal of the Board of Directors because of completing the term according to
the Securities and Exchange Act B.E. 2551 (2008), A directors shall vacate office upon:
1. death;
2. resignation;
3. being disqualified or being under any of the prohibitions under section 68 of the Public
Limited Companies Act, B.E. 2535 (1992);
4. removal by a resolution of the meeting of shareholders under section 76 of the Public
Limited Companies Act, B.E. 2535 (1992);
5. removal by a court order.
Annual Report 2012 Jubilee Enterprise Public Company Limited
57
Self-evaluation of the Directors
The company shall evaluate the Directors’ performance every year in order to compare in each
category and year of performance. This is aimed for improving and developing the Directors’ performance
in line with the good practice of directorship.
Evaluation of CEO
The company shall evaluate the President’s performance every year based on the goal and criteria
of the evaluation connected with the achievement of the plan.
Role, Duties and Responsibilities of the Audit Committee
In order to be effective and efficient for the Board’s performance, the Board then has appointed
the Audit Committee to assist in the financial report, internal control system and legal, regulation and ethical
compliance for the good governance. The Internal Control shall submit its report to the Audit Committee
to examine if the compliance has been done, how the result is as well as how it shall propose the recom-
mendation and assess the quality of the Audit Committee’s report.
The Board of Directors will appoint the Audit committee. They are qualified according to the
SEC and SET and consisted of 3 persons. One person among them, at least, is expertise in accounting and
finance.
Board of Directors’ meetings
• ThecompanyprovidestheBoardofDirectors’meetingsinadvanceatleastonceaquarter
and notifies the schedule together with the agendas and other supplementary document
prior to the meeting so that the Directors can participate and prepare for the meeting.
• The Chairman of the Board and CEO shall consider the agendas for the meeting
by ensuring that the matter issues have been inserted. In addition, each Director is
independent to propose its agenda in the meeting.
• TheChairmanoftheBoardshallhavesufficienttimetomanagethemeetingcompared
with the agendas and debate among the Directors and encourage the Directors to make
a decision with prudence and pay attention to proposed agendas including the good
govenrnace.
• Everyyear,theindependentdirectorsshallhavetheirownmeetingiftheydeemappropriate
in order to discuss certain issues related to management without management team.
• TheBoardshallencouragethePresidenttoinvitetheExecutivesparticipatingtheBoardof
Directors’ meetings in order to provide additional input as they have direct involvement.
• TheBoardshallaccesstheadditionalinformationifitdeemsnecessaryfromthePresidentor
other Executives or any authorized person within the scope of the policy as provided.
Annual Report 2012 Jubilee Enterprise Public Company Limited
58
Remuneration
• Thedirector’sremunerationshallbeincomparisonwithothercompaniesthataresimilar
size, experiences, mission, scope of accountability and responsibility including the expected
benefit and the additional task of from each Director. i.e, the Director who is sitting in the
Audit Committee shall have additional remuneration.
• CEO’sremunerationshallbebasedontheprincipleandpolicyprovidedbytheBoard
and the maximum benefir of the company. However, the remuneration in the form of
salary, bonus and long-term incentive shall be consistent with the company’s performance.
Development of the Directors and Executives
The Board provides the orientation to all new directors in order to prepare and understand the
nature of the business and performance. The company’s Secretary will coordinate following matters;
1. Business structure, Direcotor structure, scope of duties and responsibilities and relevant
law
2. General business and guideline for business operation
The Board provides the orientation to all new directors in order to prepare and understand the
nature of the business and performance. The company’s Secretary will coordinate following matters;
Executive Succession Planning
The executive succession planning is made in order to ensure that the company will have the
Executive who is knowledgeable, skilled and experienced to perform its duties and responsibilities. The
executive succession planning has been prepared as follows:
1. The Board provides the executive’s capacity training for the preparation of the executive
succession planning in all positions.
2. The Board assigns the HR Executives to follow up the training and develop the knowledge
and capacity of the successor.
3. The Board provides all directors attending the Executives’ meeting in order to
understand the experience and prepare to manage the organization in the future.
Conflict of Interest
In order to prevent the conflict of interest, the company then provides the guideline for the
Directors, Executives and employees to comply as follows;
The Audit Committee shall be responsible for complying and performing as assigned by the Board
while the responsibility in all kinds of business operation toward outsiders shall be subject to the whole Board.
Annual Report 2012 Jubilee Enterprise Public Company Limited
59
Information Disclosure on the Conflict of Interest
The company has provided the Directors and Executives to prepare and disclose the conflict of
interest report. Such report shall be submitted to the Internal Control who can supervise and cope with the
conflict of interest. Previously, the conflict of interest was not yet existed.
1. No Director may either carry on or accociate as a partnership or hold the shares in
any business of the same nature and compete against the company unless he or she
notifies the meeting of shareholders prior to the resolution for his or her appointment.
2. Management and employees must not use insider information for either trading the
Company’s securities or damaging the shareholders. Such use shall be included to
information disclosure to the relevant person.
3. In case that the company has connected transaction report or acquisition or disposal
of material assets, the Directors and management tram shall comply the compnay’s
procedure: organizing the meeting to condiser and shape the report; examining and
passing the report from the Audit Committee with the concern of the maximum interest
of the company and shareholders; avoiding to participate in the meeting if the Directors
or Executives have a conflict; supervising to comply with the provided procedures once
the report get approval by the Directors; and disclosing it through various channels in
order to acknowledge entensively and equally.
4 Directors, Executives and employees shall not make use of opportunities or data derived
from their directorship, executive position or job performance, for their own or other
people’s benefits, by entering a business that competes with the company or related
businesses
Annual Report 2012 Jubilee Enterprise Public Company Limited
Cash remuneration
Salary and Bonus
Commission fee
Provident fund
Employee’s welfare
Total
33.64
34.54
1.03
3.99
73.23
34.03
40.10
1.06
0.54
75.83
46.70
51.44
1.44
1.84
101.42
2010Type of remuneration 2011 2012
60
Employee
On 31st December, 2012, the company have had 250 employees which can be listed down accoding
to the following departments:
Marketing and Product Development
Sale and Promotion
Production
Accounting / Finance
Human resources amd General Administration
Purchasing
Total
12
126
21
15
7
2
183
12
148
20
14
7
2
203
17
181
23
16
11
2
250
Number of employees
Department
2010 2011 2012
The company has promoted the employee’s welfare based on the economy and livelihood such as
- Employee’s uniform
- Provident fund
- Medical reimbursement / Collective health care insurance
- Grant-in-aid for certain occasions such as wedding, funeral and ordination / Grant-in-aid
for victim in the emergency situations such as inundation, conflagration and etc.
- Leisure activities for the purpose of the employee solidarity and coordination such as
New Year celebration or other congratulation events.
Annual Report 2012 Jubilee Enterprise Public Company Limited
61
Employee recruitment and selection
The company emphasizes in employee recruitment by providing the test to check the knowledge,
capacity, attitude and skill in each position and expects all employees to be skillful and happy to work.
Employee Development Policy
The company pays attention to develop the employee’s capacity in knowledge, mentlal health
and ethic. Awards such as Best seller, Best employee in the category of behavior, virtue and ethic will be
given for the purpose of moral support based on the generousness toward colleague and customer and
work behavior/discipline.
The company has orientation for new employees and training for a whole year. Also it has
constantly encourgared them to participate the meeting, seminar and academic training related to the work
directly and indirectly in order to develop their capacity and prepare for the industrial competition.
Apart from training and employee development, the company also concerns the career progression
in each profession. It has provided preparation plan for the employees who have progression and grow
together with the achievement of the company. The progression can be based on weakness improvement,
strength enhancement and self-evaluation as well as the supervisor’s evaluation. Moreover, it also has
provided an opportunity for the employees to prove their wisdom during the work so that they can be
promoted in the upper level and stay with the company for long.
Maintenance of the work condition
The company has improved and managed the work condition for employees with the hope that
they can work within the good environment; concerned the sanitation and safety of life and property; and
launched the campaign to resfrain from all vices and drugs.
Annual Report 2012 Jubilee Enterprise Public Company Limited
62 Annual Report 2012 Jubilee Enterprise Public Company Limited
INTERNAL AUDIT
Audit Committee had evaluated adequacy of internal auditing systems of the Company though interactive
communications with relevant administration sections and surveys of questionnaires on adequacy of
internal auditing systems of the Company responding to five main components as: the organization and
surroundings;risk management; control of operations of administration sector; information technology and
communication system; and monitoring system. The Board of Directors of the Company and Audit Committee had
inspected and found that currently the Company has set up internal auditing system on process of
transaction adequately responding to main shareholders, Members of the Board of Directors, executive staff
members or any affiliating party with such person. And for internal audit under other matters of the internal
auditing system, the Board of Directors of the Company and Audit Committee had inspected and found that
in present the Company has set up internal auditing system on process of transaction responding to their
requirements with adequacy.
And in reference to the account auditing of a chartered accountant in the accounting year round in
2012, the Company was recommended with given observations on internal auditing system of the Company,
and the Company then improved a more appropriateness system, the Board of Directors of the Company and
Audit Committee had inspected and supervised the improvement responding to those observations, nevertheless
there was none of impact towards reliability and trustfulness of the financial statement of the Company in 2012.
RISK MANAGMENT
Recently, the Company arranged the risk management within its structure for ensuring its operation
with management in efficiency. The high-ranking executive staff-members of the Company were appointed
to be members of the Committee on Risk Management with duties on issuance of the policies on risk
management and administrative systems with efficiency responding to all aspects in need.
63Annual Report 2012 Jubilee Enterprise Public Company Limited
RELATED TRANSACTION
Activated
Activated
สถานะ
The Company had related transaction or any person by nature that shall be in conflict. The Company delicately takes the relationship of
relevant individuals or businesses into account and perceives them on actual engagement rather than legal binding or forming of contracts, this also
include sanycompanies with executive member or person whom shall be in conflict and be in position of the Committee and/or main shareholder in
presentand shall be one with suspicion on conflict of interest on business operation in the future of these companies. This might form interactions
between the Jubilee and such companies. The affiliating companies, in this regard, comprises as follows:
11.1 Name list of relevant juristic persons that shall be in conflict:
CompanyType of Business
Affiliating person(s) in
charge of member (s) of
the Board of Directors
List of InteractionRemarks
Share-holding
(in percent)
Relationship with the
Company/member(s) of
the Board of Directors
1. The Jubilee
Jewelry Manufacture
Company Limited;
1) Miss Ornrat Pornprakit;
2) Miss Chanabhorn Pornprakit;
3) Mr. Rath Pornprakit;
4) Mr. Boonrith Pornprakit;
5) Mr. Soontorn Pornprakit;
6) Other persons without
conflict;
1) Mr. Soontorn Pornprakit;
2) Other persons without
conflict;
There is none of business co-
operation and is a business
competitor, but there is none
of selling order since 2006.
Trade of jewelry
Trade of jewelry
Mr. Viroj’s daughter;
Mr. Viroj’s older sister;
Mr. Viroj’s younger brother;
Mr. Viroj’s younger brother;
Mr. Viroj’s father;
Mr. Viroj’s father;
N/A
N/A
14
14
14
14
16
28
1
99
Currently, this Company has
terminated its trades on decora-
tions and ornaments; it is running
a business on rental of property.
2. The Bangkok
Diamond and Pre-
cious Stone Exchange
Company Limited;*
3. Zui Hua Partnership Trade of jewelry 1) Mr. Soontorn Pornprakit;
2) Miss Chanabhorn Pornprakit;
Mr. Viroj’s father;
Mr. Viroj’s older sister;
30
10
N/A There is none of business
cooperation and is a business
competitor.
Activated
Current Status
64Annual Report 2012 Jubilee Enterprise Public Company Limited
4. Zui Hua Syndicates
Limited
5. J.B. Assets
Company Limited;
Activated
Activated
1) Mr. Boonchai Pornprakit;
2) Mr. Boonrith Pornprakit;
3) Mr. Rath Pornprakit;
4) Ms. Malee Pornprakit;
Trade of jewelry;1) Mr. Soontorn Pornprakit;
2) Miss Chanabhorn Pornprakit;
3) Mr. Boonchai Pornprakit;
4) Mr. Boonrith Pornprakit;
5) Mr. Rath Bhornprakit
6) Other persons without
conflict;
1) Mrs. Suvatana
Tulayapisitchai;
2) Mr.Viroj Phonprakit;
3) Miss Unyarat Pornprakit;
There is none of business co-
operation and is a business
competitor.
It runs different type of business,
and there is none of business
cooperation. The Head Office of
J.B. Assets Company Limited,
in the past, was located in 6th
floor of Tiew Hong Building where
currently is the Office of Board
of Directors and executive staff
members of Jubilee and as per
the date of 30 September 2009,
the J.B. Assets Company Limited
is located on Ramindra Road.
Mr. Viroj’s older brother;
Mr. Viroj’s younger brother;
Mr. Viroj’s younger brother;
Mr. Viroj’s mother
Mr. Viroj’s father;
Mr. Viroj’s older sister;
Mr. Viroj’s older brother;
Mr. Viroj’s younger brother;
Mr. Viroj’s younger brother;
Mr. Viroj’s wife and member
of Board of Directors;
Member of Board of Directors;
Mr. Viroj’s daughter and
member of Board of
Directors;
N/A
N/A
10
10
10
30
16
14
14
14
14
28
80
16
4
Rental of Office
Buildings;
Company Type of Business
Affiliating person(s) in
charge of member (s) of
the Board of Directors
List of Interaction RemarksShare-holding
(in percent)
Relationship with the
Company/member(s) of
the Board of Directors
Current Status
65Annual Report 2012 Jubilee Enterprise Public Company Limited
6. On-Nut Diamond
Company Limited;
7. C.K. Diamonds
Company Limited;
8. K and C Lands Real
Estates Company Limited;
Activated
Activated
Activated
It runs different type of business,
and there is none of any busi-
ness cooperation.
It runs different type of busi-
ness, and there is none of
any business cooperation.
1) Mr. Soontorn Pornprakit;
2) Other persons without
conflict;
1) Mr. Charn Tulayapisitchai;
2) Other persons without
conflict;
Mr. Viroj’s father;
Suvatana’s older brother;
N/A
N/A
N/A
9
91
40
60
Rental of Lands;
Development of
Property;
1) Mr. Charn Tulayapisitchai;
2) Other persons without
conflict;
40
60
Suvatana’s older brother; It runs different type of business,
and there is none of any busi-
ness cooperation.
Development of
Property;
* Mr. Soontorn Bhornprakit had resigned from a member of the Board of Directors of the Bangkok Diamonds and Precious Stone Exchange Company Limited, since 20th February 2009.
There is only one company running similar business thatone member of the Board of Directors of Jubilee is a member of Board of Directors and/or main
shareholder, as the Jubilee Jewelry Manufacturer Company Limited. This Company established an agreement with Jubilee as: “there will be not any business, either
direct or indirect, or taking part, either direct or indirect, or any operation affiliating with business of production and distribution of diamond ornaments and diamond
in karat or any other businesses competing with businesses of the Jubilee Enterprise Public Company Limited, including to distribute or supply raw materials to
a person or juristic person whom is hired for production of goods for the Jubilee Enterprise Public Company Limited” and the Diamond Jubilee Partnership shall
not use brands of “Diamond Center” and “Jubilee Diamond” in any matters. In additional, the Company shall not establish any mutual interactionwith the HuiZui
Diamonds Partnership and Zui Hua Syndicates Company Limited
Company Type of Business
Affiliating person(s) in
charge of member (s) of
the Board of Directors
List of Interaction RemarksShare-holding
(in percent)
Relationship with the
Company/member(s) of
the Board of Directors
Current Status
9. Hang Yu Zeng
Company Partnership
ActivatedIt runs different type of busi-
ness, and there is none of
any business cooperation.
1) Mrs. Suvatana
Tulayapisitchai;
2) Mrs. Sukanya Aramsinchai;
3) Mrs. Kachoo Saeteow;
4) Other persons without
conflict;
Mr. Viroj’s wife and member
of Board of Directors;
Ms. Suvatana’s older sister;
Ms. Suvatana’s mother;
N/A16
16
16
52
Molding of cop-
per and brass
items, coins, to-
kens or amulets;
66Annual Report 2012 Jubilee Enterprise Public Company Limited
11.2 List of related transactions between person (s) / juristic person (s) that shall be in conflict:
The list of related transactions between persons/juristic persons that shall be in conflict in 2011 and 2012 shall be presented as follows:
Person(s) / juristic
person(s) that shall
be in conflict
Relationship
Type and Detail of Related
transactions
Opinions of the Auditing Committee on
Necessity and Justification of Interactions
Ending in the Year
31 December
2011
31 December
2012
Setting of Prices and
Condition
Mr. Supasith Klaikem
and the Jubilee
Enterprise Public
Company Limited;
Mr. Supasith Klai-
kem is a permanent
employee of the
Jubilee Enterprise
Public Company
Limited;
It responds to same prices and
conditions of other enterprises
with contracts in similarity of
franchise of the Company.
Due to a wife of Mr. Supasith Klaikem was running
a business of trades of ornaments in similarity with
other enterprises holding contracts in similarity of
franchise of the Company. Therefore she con-
tacted the Company with request for installment
of contract with the Company in the name of her
husband. The Committee examined and opined
that such request fallen into regular conditions
with justifications for business. On 30th Decem-
ber 2011, Mr. Supasith Klaikem had requested to
terminate such contract with the Company and
returned all goods to the Company. The Company
noted such returns and set-up liability in category
of other creditors. The Committee examined and
opined that such report fallen into regular condi-
tions with justifications for business.
3.76
N/A
0.18
5.87
-
For the J.B. Assets Company Limited; On-Nut Diamond Company Limited; C.K. Diamonds Company Limited; K and C Lands Real Estates
Company Limited; and Hsu Zeng Company Partnership, they all are running types of businesses in difference with the Jubilee, therefore there is none
of agreement, while they all are competitors of the Bangkok Diamond and Precious Stone Exchange Company Limited, Zui Hua Diamonds Partnership
and Zui Hua Syndicates Company Limited
1. The Company has sold goods and
diamond ornaments to Mr. Supasith
Klaikem, in total value covering selling
price, services between periods and
pending payment at the end of period,
in detail as follows:
- Selling of goods;
- Service fees;
- Remaining of payment of debt;
- Other creditors;
(Unit: Million Baht)
67Annual Report 2012 Jubilee Enterprise Public Company Limited
MEASURES WITH PROCEDURES ON RELATED TRANSACTION
According to the Committee’s Resolution no.4/2551, dated 7th June 2008 (Company Limited) and
Committee’s Resolution no.5/2552, dated 21st October 2009, there are procedural measures on related
transaction as follows:
The transactions between the Company and any relevant party or person who might have conflict
shall be enlisted in the transaction between the Company and any relevant party or person who might have
conflict and shall be in compliance with the condition of regular trading or transaction under similar trading
agreement that a reasonable man shall make with a contract party in general at the same situation with
power on negotiation of trading and without any influence from status of member of the Board of Directors
and executive staff member or a person who might have conflict, as the case maybe, under reasonable
conditions that shall be examined and not cause transference of benefits.
The Company shall prescribe measures with procedures on making of related transactions between
the Company and any relevant party or person who might have conflict, for a case of making of mutual
interaction in type of regular trading, e.g. selling of goods of the Company under the price list to a person
who might have conflict in regular price and ordinary trading condition without giving of any favorable
discount beyond the scope of power of the Chair of Operation Officers and in equivalence with other clients,
etc. And in case that making of such mutual interaction is out of the price list or not generated in ordinary
list of sale, the stakeholders, for this instance, shall not be able to participate in granting of approval on such
matter, the Company shall entrust the Auditing Committee with authorities for giving of approval on bases of
necessity, justification and appropriateness. The making of such matter shall be considered on case-by-case
basis. And in case that the Auditing Committee shall not be knowledgeable on consideration of such mutual
interaction, the Company shall entrust an independent knowledgeable person with expertise on examination
and valuation to give opinions on such mutual interaction to the Auditing Committee or share holders as
the case maybe, for granting of approval before making of interaction. In additional, the Auditing Committee
shall be able to examine and review existing interactions in every quarter and shall consider policy on related
transactions in ordinary list of sale in every year.
The Board of Directors of the Company is obliged to supervise operations of the Company to act in
compliance with laws on securities and stock exchange, obligations, notifications, orders or regulations of the
Stock Exchange of Thailand or Office of the Securities and Stock Exchange Commission or of the Capital Market
Commission or of the Securities and Stock Exchange Commission, including the operations under regulations
for disclosure of information on linking interactions and obtain or distribution of significant assets of the Com-
pany. The Company shall disclose such related transactions and publish them within the footnotes to financial
statement audited by an auditor of the Company, in a form of 56-1 and annual report or any information, in
accordance with prescriptions of the Stock Exchange of Thailand and relevant organizations.
68 Annual Report 2012 Jubilee Enterprise Public Company Limited
POLICIES AND TENDENCY ON MAKING OF RELATED TRANSACTIONS
For the making of mutual transactions in the future, the Company whereas its Board of Directors
and executive staff members taking accountability shall act in compliance with regulations on making of
interactions with affiliating persons or persons who shall be in conflict. The stakeholder shall be encouraged
to participate in consideration of approval on any matters that he might be in conflict on other any benefit
with the Company and shall reveal such matter to the Board of Directors of the Company for consideration.
The Company shall act in compliance with laws on securities and stock exchange, obligations, notifications,
orders or regulations of the Stock Exchange of Thailand, of Office of the Securities and Stock Exchange
Commission, of the Capital Market Commission and of the Securities and Stock Exchange Commission.
The Company shall not allow any loan or guarantee on loan to affiliating persons or persons who
shall be in conflict furthermore.
The Company shall make a contract and agreement with Mr. Soontorn Pornprakit on using of areas
for establishment of a branch of the Company without any charge and shall not indicate the date of expiry,
unless the Company has requested to terminate this contract and agreement.
Meanwhile, the Company does not hold any policy on selling of goods and raw materials for any
person affiliating with groups of Mr. Viroj Phonprakit in all cases.
69Annual Report 2012 Jubilee Enterprise Public Company Limited
Director and Management Team
Name & Position Age Education
Working Experience
Period Position Company
Percent of
share holding
Relation among
family within the
company
1. Mr. Manu Leopairoj
Chairman /
Independent Director
Chairman / Independent
Director
Audit Committee
Chairman
Chairman
Chairman
Chairman of Audit Committee
Chairman
Permanent Secretary
Jubilee Enterprise Public Company Limited
Thai Beverage Public Company Limited
(Listed in Singapore)
Khon Kaen Sugar Industry Public Company Limited
Bangkok Union Insurance Public Company Limited
Polyplex (Thailand) Public Company Limited
Siam Steel International Public Company Limited
ARIP Public Company Limited
Ministry of Industry
Honorary Doctoral Degree in Business
Administration, Thammasat University
Master Degree M.Sc. (Econ.) University of
Kentucky, USA
BBA (Economics) (magna cum laude),
Thammasat University
Diploma, National Defence College (34th)
Director Accreditation Program (DAP)
30/2003 by Thai Institute of Directors (IOD):
Course Role of Chairman Program (RCP)
3/2001 by Thai Institute of Directors (IOD):
Sahapanich School
Director Accreditation Program (DAP) 72/2008
by Thai Institute of Directors (IOD):
Director Certification Program (DCP)
113/2009 by Thai Institute of Directors (IOD):
2. Mr. Viroj Phonprakit
Vice Chairman /
Executive Director /
Chief Executive Officer
Vice Chairman /
Executive Director /
Chief Executive Officer
Jubilee Enterprise Public Company
Limited
70
61
-
Suvatana’s husband
and Unyarat’s father
2008–present
2008 – present
0.09
41.71
1999-2004
70Annual Report 2012 Jubilee Enterprise Public Company Limited
3. Mrs. Suvatana Tulayapisitchai
Executive Director /
Deputy Senior Chief
Executive Officer
Executive Director / Deputy
Senior Chief Executive Officer
Director
Jubilee Enterprise Public Company Limited
J.B Asset Co., Ltd.
Convent of the Infant Jesus School
Director Accreditation Program (DAP) 72/2008
by Thai Institute of Directors (IOD):
Director Certification Program (DCP)
113/2009 by Thai Institute of Directors (IOD):
The Master of Science in Marketing
Program (MIM), Thammasat University
Bachelor of Business Administration
Accounting Assumption University
Certification, Institute of Gemological
Sciences, USA
Director Accreditation Program (DAP)
72/2008 by Thai Institute of Directors
(IOD):
Director Certification Program (DCP)
113/2009 by Thai Institute of Directors
(IOD):
4. Ms. Unyarat Pornprakit
Executive Director /
Chief Financial Officer
Executive Director /
Chief Financial Officer
Jubilee Enterprise Public Company Limited
J.B Asset Co., Ltd.
59
33 Viroj and Suvatana’s
daughter
Viroj’s wife and
Unyarat’s mother
2008 – present
2004 – present
2008 – present
2004 – present
7.03
3.57
Name & Position Age Education
Working Experience
Period Position Company
Percent of
share holding
Relation among
family within the
company
71Annual Report 2012 Jubilee Enterprise Public Company Limited
5. Amnuay Naruchata-amorn
Chairman of Audit
Committee / Independent
Committee
Chief Financial Officer 10/2008 by
Federation of Accounting Professions
Winner of Business Plan Competition (Asia
Moot Corp)
First Runner Up of Business Plan Competi-
tion (Global Moot Corp) Texas, USA
Second Runner Up of Business Plan
Competition (New Venture Championship)
Oregon, USA
57 MBA Kasetsart University
Mini MBA Thammasat University
Bachelor of Business Administration
Ramkhamhaeng University
Bachelor of Science in Chemical,
Chulalongkorn University
Director Accreditation Program (DAP) 76/2008
by Thai Institute of Directors (IOD):
Audit Committee Program by Thai Institute
of Directors (IOD):
Chairman of Audit Committee /
Independent Committee
Executive Director
Jubilee Enterprise Public Company Limited
Selic Chemical Company Limited
- 2008 – present
2002 – present
0.02
Name & Position Age Education
Working Experience
Period Position Company
Percent of
share holding
Relation among
family within the
company
72Annual Report 2012 Jubilee Enterprise Public Company Limited
57
Monitoring the quality of Financial Reporting
(MFR 7/2009 by Thai Institute of Directors
(IOD):
Monitoring the System of Internal Control
and Risk Management (MIR 5/2009) by
Thai Institute of Directors (IOD):
Monitoring the Internal Audit Function
(MIA 5/2009) by Thai Institute of Directors
(IOD):
Monitoring Fraud Risk Management (MFM
5/2011) by Thai Institute of Directors (IOD):
6. Sahasroj Rojmetha
Independent Director
Independent Director
Director Sales & Retail Central
Support
Director Sales & Service
Jubilee Enterprise Public Company Limited
True Distribution and Sales Company Limited
True Corporation Public Company Limited
Doctoral Degree in Marketing, US
International University San Diego California
MBA Tarleton State University
MBA in Management,
Chulalongkorn University
Bachelor of Accounting, The University of the
Thai Chamber of Commerce
Director Accreditation Program (DAP) 17/2004
by Thai Institute of Directors (IOD):
Director Certification Program (DCP)
115/2009 by Thai Institute of Directors (IOD):
- 2008 – present
2012 – present
2004 – 2012
0.04
Name & Position Age Education
Working Experience
Period Position Company
Percent of
share holding
Relation among
family within the
company
73Annual Report 2012 Jubilee Enterprise Public Company Limited
8. Zonwa Denmeka
Audit Committee /
Independent Director
Jubilee Enterprise Public Company Limited
Singha Paratech Public Company Limited
54
2008 – present
2003 – 2011
0.02
MBA Kasetsart University
Bachelor of Business Administration in
Accounting, Sukhothai Thammathirat Open
University
Bachelor of Business Administration in
Management Sukhothai Thammathirat Open
University
Director Accreditation Program (DAP)
76/2008 by Thai Institute of Directors (IOD):
Audit Committee Program (ACP) 35/2011 by
Thai Institute of Directors (IOD):
Audit Committe /
Independent Director
Senior Production Director
Jubilee Enterprise Public Company Limited
Energy Teamwork Limited
Advance Engineering Company Limited
Than Printing Company Limited
Metro Mall Development Company Limited
- 2008 – present
2012 – present
2008 – 2011
2003 – 2007
-
7. Pirote Maleehorm
Audit Committee /
Independent Director
MBA Sukhothai Thammathirat Open University
Bachelor of Engineering Program in Civil
Khon Kaen University
Director Accreditation Program (DAP) 76/2008
by Thai Institute of Directors (IOD):
Audit Committee Program (ACP) 35/2011 by
Thai Institute of Directors (IOD):
62 -
Audit Committee /
Independent Director
Financial Controller
Director - Finance & Accounting
Manager - Finance & Accounting
Director - Finance & Accounting
Name & Position Age Education
Working Experience
Period Position Company
Percent of
share holding
Relation among
family within the
company
74Annual Report 2012 Jubilee Enterprise Public Company Limited
9. Warawut Settanaraj
Senior Director - Internal
Audit Office and
Secretary to Audit
Committee
10. Yuttana Taepangthong
Finance & Accounting
Director
11. Varit Saimala
Purchasing Director
Senior Director - Internal Audit
Office and Secretary to Audit
Committee
Senior Vice President
Accounting Advisor
Finance & Accounting Director and
Secretary to Executive Committee
Finance & Accounting Manager
Purchasing Director
Purchasing Manager
Jubilee Enterprise Public Company Limited
S Y K Factory and Product Company Limited
S Y K Sparepart Industrial Company Limited
Jubilee Enterprise Public Company Limited
Jubilee Enterprise Company Limited
Jubilee Enterprise Public Company Limited
Jubilee Enterprise Company Limited
Bachelor of Business Administration in
Accounting, Ramkhamhaeng University
Bachelor of Business Administration in
Accounting, Bangkok University
Chief Financial Officer 13/2010 by Federation
of Accounting Professions
Bachelor of Business Administration in Mar-
keting, The University of the Thai Chamber of
Commerce Certification,
Institute of Gemological Sciences
52
40
46
-
-
-
2008 – present
2004 - 2007
2004 - 2007
2008 – present
1994 – 2008
2008 – present
1993 – 2008
0.01
0.04
0.1
12. Sophon Aroonsura-
phonmaythee
Marketing Director
Product Manager
Product Manager
Jubilee Enterprise Public Company Limited
Timedeco Corporation Company Limited
Lux Asia (Thailand) Company Limited
MBA in Marketing Chulalongkorn University
Bachelor of Journalism and Mass Communi-
cation (Advertising) Thammasat University
2010 – present
2008 – 2009
2002 – 2007
33 -
-
Name & Position Age Education
Working Experience
Period Position Company
Percent of
share holding
Relation among
family within the
company
SUMMARY OF REPORT ON AUDITION
Certified Public Accountants with entrustment of the Jubilee Enterprise Public Company Limited,
in the past, shall be enlisted as:
• In2010,
Mr. Prawit Viwanthananut, a Certified Public Accountants with license number 4917,
from the ANS Audit Co., Ltd.;
• In2011,
Mr. Prawit Viwanthananut, a Certified Public Accountants with license number 4917,
from the ANS Audit Co., Ltd.;
• In2012,
Mr. Bunjong Pitchayaprasat, a Certified Public Accountants with license number 7147,
from the ANS Audit Co., Ltd.;
And an auditor of the Jubilee Enterprise Public Company Limited had reflected his findings in
reports of auditing under his revision as follows:
In 2010, A Certified Public Accountants had reflected with unqualified opinion and
opined that the financial budget presenting financial status on the date of
31st December 2010, with results of operation and cash flow at the end of
year with same date of the Company was accurate in substantive matters,
in accordance with the chartered accounting principles.
In 2011, A Certified Public Accountants had reflected with unqualified opinion and
opined that the financial budget presenting financial status on the date of 31st
December 2011, with results of operation and cash flow at the end of year
with same date of the Company was accurate in substantive matters, in
accordance with the chartered accounting principles.
In 2012, A Certified Public Accountants had reflected with unqualified opinion and
opined that the financial budget presenting financial status on the date of
31st December 2012, with results of operation and cash flow at the end of
year with same date of the Company was accurate in substantive matters,
in accordance with the chartered accounting principles.
75Annual Report 2012 Jubilee Enterprise Public Company Limited
CONCLUSION OF FINANCIAL STATUS AND RESULTS OF
PERFORMANCE
76 Annual Report 2012 Jubilee Enterprise Public Company Limited
BUDGETS WITH PRESENTATION OF FINANCIAL STATEMENTS
(Unit : Million Baht)
AUDITING AUDITING AUDITING
ITEMS 31st December 2010 31
st December 2011 31
st December 2012
Amount Percent Amount Percent Amount Percent
ASSETS
Current Asset
Cash and deposit in financial institute(s); 129.45 21.88 75.79 11.71 29.93 4.01
Short-term investment; 30.46 5.15 60.26 9.31 98.11 13.14
Account receivable; 62.97 10.64 54.34 8.39 76.75 10.28
Inventory; 293.90 49.67 384.72 59.44 479.42 64.22
Other current asset; 11.58 1.96 8.36 1.29 10.82 1.45
Current asset in total; 528.36 89.30 583.47 90.14 695.03 93.10
Deposit in financial institute(s) with
obligation for guarantee; 37.50 6.34 25.00 3.86 - -
Building and equipments, in net; 15.10 2.55 24.81 3.83 34.38 4.61
Entitlement for rental, waiting for
deduction in net; 5.94 1.00 6.66 1.41 4.55 0.61
Earnest money; 4.68 0.79 7.34 0.76 12.60 1.68
Non-current asset in total; 63.32 10.70 63.81 9.86 51.53 6.90
Assets in total; 591.75 100.00 647.28 100.00 746.56 100.00
Debt and portion of share-holder(s);
Current Liability
Short-term loan from financial institute(s); - - - -
Creditor of trade - other; 169.07 28.57 153.31 23.68 171.06 22.91
Debt with due of payment in 1 year; 7.08 1.20 7.70 1.19 8.66 1.16
Other short-term loan; - - - -
Income tax payable; 14.93 2.52 16.62 2.57 22.10 2.96
Accrued liabilities; 27.39 4.63 - -
Other current liabilities; 17.49 2.96 24.16 3.73 36.42 4.88
Current liability in total; 205.01 34.65 201.79 39.17 238.24 31.91
Long-term loan from financial institute(s); 13.33 2.25 6.67 1.03 - -
Debt under the rental contract; 0.52 0.09 1.26 0.20 3.72 0.50
Obligations for benefits of employees; - - 3.53 0.55 5.35 0.72
Non-current liability in total; 13.85 2.34 11.46 1.77 9.07 1.22
Debt in total; 218.86 36.99 213.25 32.95 247.31 33.13
77Annual Report 2012 Jubilee Enterprise Public Company Limited
AUDITING AUDITING AUDITING
ITEMS 31st December 2010 31
st December 2011 31
st December 2012
Amount Percent Amount Percent Amount Percent
Portion of share-holder(s);
Registered capital on due of payment; 171.12 28.92 172.29 26.62 173.30 23.21
Exceeding of share values; 92.27 15.59 92.27 14.25 92.27 12.36
Accumulated profit (lost) with allocation as
reserved under the laws; 14.54 2.46 17.50 2.70 17.50 2.34
Accumulated profit (lost) with none of
allocation; 94.96 16.04 151.98 23.48 216.19 28.96
Portion of share-holder(s) in total; 372.89 63.01 434.03 67.05 499.26 66.87
Debt and portion of share-holder(s)
in total; 591.75 100.00 647.28 100.00 746.57 100.00
All-Inclusive Profit and Lost Statement
(Unit : Million Baht)
AUDITING AUDITING AUDITING
ITEMS 31st December 2010 31
st December 2011 31
st December 2012
Amount Percent Amount Percent Amount Percent
Gains from purchasing orders and services; 689.12 100.00 887.32 100.00 1,226.23 100.00
Capital for sales and services; 397.71 55.10 497.67 56.09 716.02 58.39
Gross profit; 309.41 44.90 389.65 43.91 510.21 41.61
Cost of sales and administration; 183.14 26.57 226.12 25.48 305.45 24.91
Cost of operations; 126.27 18.33 163.55 18.43 204.76 16.70
Profit from exchange rate; - - - - - -
Other gains; 4.38 0.64 3.30 0.37 4.69 0.38
Profit (lost) before accrued interest
and corporate income tax; 130.65 18.97 166.83 18.80 209.45 17.08
Accrued interest; 0.96 0.14 1.30 0.15 0.95 0.08
Corporate income tax; 25.96 3.77 34.35 3.87 42.63 3.48
Net profit (lost); 103.73 15.06 131.19 14.78 165.87 13.52
Profit (lost) per share (Thai baht); 0.61 0.77 0.96
Average ordinary share with equipoise; 170.17 171.29 172.44
78 Annual Report 2012 Jubilee Enterprise Public Company Limited
ITEMS
1 Jan - 31 Dec 1 Jan - 31 Dec 1 Jan - 31 Dec
2010 2011 2012
Cash Flow Statement
(Unit : Million Baht)
Cash flow from operating of activities;
Profit before income tax; 129.69 165.53 208.50
List of items with modifying with impact towards profit before
income tax, in cash gained from operating of activities;
Depreciation; 5.32 7.73 14.15
Entitlement for rental, waiting for deduction, in net; - - -
Debt with suspicion on lost (reversing of list); (0.01) 0.23 (0.20)
Lost from impairment; 0.03 - 1.61
Profit that shall not actually emerge of asset for trade; - - (0.19)
Profit (lost) from exchange rate that shall not actually emerge; 0.43 1.91 (0.13)
Obligations for benefits of employees - 3.53 1.82
Accrued interest receivable; (1.10) (2.96) (1.86)
Accrued interest; 0.81 1.30 0.95
Profit from operation before change of asset and debt on
operation; 135.17 177.27 224.65
Change of asset and debt on operation;
Decrease (increase) of account receivable; (10.17) 8.63 (22.64)
Decrease (increase) of inventory; (68.32) (88.45) (95.33)
Decrease (increase) of current asset; 3.63 (3.47) (2.41)
Decrease (increase) of other assets; (0.77) (2.82) (5.04)
Deposit in financial institute(s) with obligation for guarantee; (24.72) 12.50 -
Decrease (increase) of creditor(s) of trade; 64.61 (17.69) 17.88
Decrease (increase) of other current liabilities; (0.38) 10.23 12.26
Cash payable to income tax; (28.25) (32.66) (37.15)
Net gained cash (spending) for operating of activities; 70.80 63.54 92.22
79Annual Report 2012 Jubilee Enterprise Public Company Limited
Cash flow from investment activities;
Short-term investment; (30.46) (29.80) (12.67)
Purchasing of equipments; (6.14) (14.04) (17.50)
Purchasing of intangible asset; (0.81) (2.22) (0.06)
Receipt of interest; 1.10 2.85 2.02
Net cash paid for investment activities; (36.31) (43.21) (28.21)
Cash flow from fund-raising activities;
Increase (decrease) of over-with drawal of money
from the account; (2.96) - -
Receipt of long-term loan from financial institute(s); 20.00 - -
Payment of short-term loan from financial institute(s); (7.35) - -
Payment of long-term loan from financial institute(s); (13.68) (6.67) (6.67)
Payment of debt on contract of rental for money; (0.46) (0.56) (1.62)
Cash received from increase of capital on ordinary share; 1.12 1.17 1.01
Payment of interest; (0.74) (1.30) (0.95)
Payment of dividend; (61.21) (73.57) (101.65)
Net gained (spent) cash in fund-raising activities; (65.28) (80.93) (109.88)
Increase (decrease) of cash and in equivalence-net; (30.79) (53.66) (45.86)
Cash and in equivalence on the date of beginning
of the year; 160.24 129.45 75.79
Cash and in equivalence on the date of end of period; 129.45 75.79 29.93
ITEMS
1 Jan - 31 Dec 1 Jan - 31 Dec 1 Jan - 31 Dec
2010 2011 2012
80 Annual Report 2012 Jubilee Enterprise Public Company Limited
Table for Presentation of Financial Ratio with Significance
ITEMS UNIT 2010 2011 2012
LIQUIDITY RATIO
Liquidity ratio; fold or time 2.58 2.89 2.92
Liquidity ratio, in fast circulation; fold or time 1.09 0.94 0.86
Liquidity ratio, in cash flow; fold or time 0.41 0.34 0.42
Circulation ratio, of account receivable; fold or time 10.84 15.06 18.56
Duration of debt collection, in average; day 33.21 23.90 19.40
Circulation ratio, of inventory; fold or time 1.46 1.47 1.66
Duration of sales of goods, in average; day 246.58 244.90 216.87
Circulation ratio, of creditors; fold or time 3.32 3.09 4.41
Duration of payment of debts; day 108.43 116.50 81.63
Cash circle; day 171.36 152.30 154.64
Profitability Ratio
Gross profit ratio; percent 44.90 43.91 41.61
Profit ratio from operation; percent 18.32 18.43 16.70
Profit ratio, other; percent 0.63 0.37 0.38
Cash ratio per operation with profit; percent 57.24 42.31 45.04
Profit ratio, net; percent 14.96 14.73 13.47
Compensation ratio, for shareholders; percent 29.55 32.52 35.54
Efficiency Ratio
Compensation ratio, from assets; percent 19.18 21.18 23.80
Compensation ratio, from permanent assets; percent 741.31 695.98 608.28
Circulation ratio of assets; fold or time 1.28 1.44 1.77
Financial Policy Ratio
Ratio of debts and portion of shareholders; fold or time 0.59 0.49 0.50
Capacity ratio, in interest payment; fold or time 122.45 80.85 142.59
Capacity ratio, in payment of obligations; fold or time 0.56 0.49 0.59
Ratio for payment of dividends; percent 60.61 69.66 62.51
Note: * Adjustment of base on annual basis;
81Annual Report 2012 Jubilee Enterprise Public Company Limited
DESCRIPTION AND ANALYSIS ON FINANCIAL STATUS AND RESULTS OF
OPERATION
OVERVIEW OF OPERATIONS
The Company runs a retail trading for diamonds and diamond ornaments which is a business with
high competition among a number of small enterprises, but such goods are return high profit per unit while
the rate of preliminary profit of goods in same type might be different depending on values of raw materials
at manufacturing process, and the Company shall dictate pricing with discount of such goods. The procure-
ment services for products of the Company shall be classified into two main processes as the supplying for
diamond as a readymade commodity and raw material, and then hiring a manufacturer to produce designated
ornament. Such process of business is similar with an order of purchasing from manufacturer to distribute;
therefore the Company shall be able to avoid bearing of costs of investment in permanent assets. While it
can spend more investment on current capital for purchasing and collection of products for sales, since they
need to be variety in forms and designs responding to diverse buyers. One of the success factors for this
business thus relies on management of inventory and liquidity management with efficiency.
The retail trading for diamonds and diamond ornaments shall set up initial selling price, in very high
level, while volume of sales in each time shall not be high, comparing with manufacturing and exporting of
ornaments and decorations, therefore the Company focuses on huge groups of clients with continual expansion
of coverage for create more net profits, in additional the Company steadfastly set up branches in provinces
countrywide with retain of adequate stocks in each branch responding to diversity of demanding. Several
means for management of inventory with more efficiency are introduced and applied for cost-effectiveness
with value-adding in stocking of products, while the security management with insurance has been activated
upon risk management and preventive measures from robbery and corruption.
The Company holds two main types of products as: 1) ornaments and decorations; and 2) diamond
in karat, and of course, ornaments and decorations might create more values with gain of higher profits
rather than diamond in karat, while some pieces of ornaments and decorations shall earn more profits than
other pieces too.
In 2010, the turnover with circulation of services of the Company were extended from the past,
in 25.70 percent or approximately 140.89 million baht, the increase of turnover with circulation of services
around 22.45 percent had come from growth of existing branches of the Company and around 3.25 percent
had come from opening of new branches, increasing from 73 units to be 78 units.
In 2011, the turnover with circulation of services of the Company were extended from the past,
in 28.76 percent or approximately 198.20 million baht, the increase of turnover with circulation of services
around 24.38 percent had come from growth of existing branches of the Company and around 4.38 percent
had come from opening of new branches, increasing from 78 units to be 79 units.
82 Annual Report 2012 Jubilee Enterprise Public Company Limited
Sales Volume in Quarterly Basis
Million
Baht
2010
2012
2011
2nd Quarter 3
rd Quarter 4
th Quarter1
st Quarter
And in 2012, the turnover with circulation of services of the Company were extended from the
previous year, in 38.19 percent or approximately 338.86 million baht, the increase of turnover with circulation
of services around 29.22 percent had come from growth of existing branches of the Company and around
8.97 percent had come from opening of new branches, increasing from 79 units to be 95 units.
And for the gist of festive moods in different seasons, they create only tiny impact to turnover of the
Company, statistically in the fourth quarter of every year, the Company shall hold highest turnover, compar-
ing with other quarters, since there are two main festive events - Christmas and New Year, with moods of
give and take for presents. The turnover in each quarter shall be presented as follows:
In 2012, the turnover with circulation of services of the Company was rapidly increased, in equivalence
with 338.86 million baht or in rate of increase 38.19 percent, comparing with same period of the year 2011.
And although in the year 2012, the overall economy was declined with deceleration because of the
economic crisis with contraction, while the rate of unemployment was increased and created more psycho-
logical impacts on purchasing power, nonetheless the executive body of the Company still reaffirmed and
believed that the jewelry business sector was steadfastly moving with positive tendency. And in reference to
marketing survey on ornaments and decorations of the Company, the executive body had forecasted with
estimation that the Company shall hold market share around 12 percent of market value in a counter group,
or in equivalence with 2 percent of value from overall market, while it shall be gradually increased with exten-
sion of service coverage from building of department stores in provinces, e.g. the Tesco Lotus, countrywide.
The Company had established a strong relationship with two prominent department stores and asked for a
favor with priority for selection of selling areas, while according to marketing analysis; consumers’ behaviors in
upcountry were gradually changed in similarity with those residing in Bangkok and mega cities with increase
of purchasing power.
83Annual Report 2012 Jubilee Enterprise Public Company Limited
The ratio of income from sales in Bangkok and those in provinces of the Company was changed
from the past as: in 2009, the ratio of income from sales in Bangkok and those in provinces would be 50.72 :
40.28 in percentage of income in total; in 2010, the ratio of income from sales in Bangkok and those in
provinces would be 50.57 : 42.72 in percentage of income in total; in 2011, the ratio of income from sales
in Bangkok and those in provinces would be 57.28 : 42.72 in percentage of income in total, because of the
growth of existing branches in Bangkok was higher than those in provinces; and in 2012, the ratio of income
from sales in Bangkok and those in provinces would be 58.49 : 41.81 in percentage of income in total, the
same because of the growth of existing branches in Bangkok was higher than those in provinces.
In 2010, the Company earned net profit in 103.73 million baht, while in the same period of 2009, the
Company earned net profit in 60.24 million baht. The increasing amount would equal with 72.19 percent, as
the rate of refining margins had been increased from 40.90 percent to be 44.90 percent and rate of corporate
income tax in 2010 was decreased from 2009, as from 30 percent to be 20 percent and caused increase of
net profit higher than the turnover with circulation of services of the Company in same period of previous year.
In 2011, the Company gained net profit in 131.19 million baht, while in same period of previous
year the Company gained 103.73 million baht or would be in equivalence with 26.47 percent of increase,
due to the increase of turnover with circulation of services of the Company was declined and lowered than
that in same period of previous year.
And in 2012, the Company gained net profit in 165.87 million baht, while in same period of previous
year the Company gained 131.19 million baht or would be in equivalence with 26.43 percent of increase,
due to the increase of turnover with circulation of services of the Company was declined and lowered than
that in same period of previous year.
For the matter of assets of the Company, as per the date of 31st December 2010, the Company
shall acquire asset in total 591.75 million baht. This amount consisted of cash and items in equivalence
with cash in 129.45 million baht; short - term investment capital in 30.46 million baht; account receivable in
62.53 million baht; and inventory in 293.90 million baht. The critical change, comparing with assets of the
Company, as per the date of 31st December 2009, was decrease of cash and items in equivalence with cash
in 30.79 million baht to be 129.45 million baht, due to the Company undertook a policy for deposit of 30.46
million baht with any fixed scheme longer than 3 months with gain of higher interest, while the quantity of
inventory with retain of liquidity for the Company was increased from 225.58 million baht, as per the end of
previous period, to be 293.90 million baht, due to the increase of branches from 73 units in 2009 to be 78
units in 2010, while the Company concurrently applied a policy on increase of inventory in each branch for
accelerating of incomes in 2010.
84 Annual Report 2012 Jubilee Enterprise Public Company Limited
In the matter of overall debt of the Company, as of 31st December 2010, it valued 218.86 million
baht, comprising main components as: creditor for trade and notes payable in 138.12 million baht and values
of shares in 372.89 million baht as, paid registration fee in 171.12 million baht, exceeding of share value in
92.27 million baht and accumulated profits with non-allocation in 94.96 million baht. The critical change was
increase of creditors for trade in 47.29 million baht, as per the date of ending of previous period as 138.12
million baht, due to the Company had procured raw material at the end of year for production of new goods
and sales in 2011 and for accommodation of new branches and short-term loans from financial institutes.
This all was increased 10.32 million baht from payment of debt of the Company.
In the gist of assets of the Company, as of 31st December 2012, the Company acquired assets
in total 746.57 million baht. This amount consisted of cash and items in equivalence with cash in 29.93
million baht; short-term investment capital in 98.11 million baht; account receivablein 76.75 million baht; and
inventory in 479.42 million baht. The critical change was decrease of cash and items in equivalence with
cash in 45.85 million baht, as of 31st December 2011, to be 75.88 million baht, due to the Company invested
amount of cash and items in equivalence with cash for increase of inventory, while the quantity of inventory
with retain of liquidity for the Company was increased from 384.72 million baht, as per the endof previous
period, to be 479.42 million baht, as of 31st December 2012, due to the increase of branches from 79 units
in 2011 to be 96 units in 2012, while the Company concurrently applied a policy on extension of service
coverage with development of new displays and counters in existing branches of the Company.
In the matter of overall debt of the Company, as of 31st December 2012, it valued 247.31 million
baht, comprising main components as: creditor for trade and notes payable in 171.06 million baht and values
of shares in 499.26 million baht as, paid registration fee in 173.30 million baht, exceeding of share value in
92.27 million baht and accumulated profits with non-allocation in 216.19 million baht. The critical change was
increase of creditors for trade in 17.75 million baht, as per the date of ending of previous period, as 153.31
million baht, due to the Company had procured more raw material at the end of year than the last year.
12.2.2 RESULTS OF OPERATION
INCOME
In 2010, 2011 and 2012, the turnovers with circulation of services of the Company were 689.12
million baht; 887.32 million baht; and 1,226.23 million baht, respectively. The gains shall be classified upon
types of products as follows:
85Annual Report 2012 Jubilee Enterprise Public Company Limited
1. Diamond jewelry; 614.03 89.10 793.19 89.39 1,089.34 88.84
2. Carat diamond; 69.66 10.11 88.36 9.96 131.05 10.69
3. Service Fee; 5.43 0.79 5.77 0.65 5.84 0.47
Income in Total 689.12 100.00 887.32 100.00 1,226.23 100.00
2010 2011 2012
Type of Income from Sales/Services Quantity Proportion Quantity Proportion Quantity Proportion
Million Baht Percent Million Baht Percent Million Baht Percent
In 2010, the turnover was 689.12 million baht. The proportion of diamond jewelry, comparing with the
same period of previous year, was increased in 28.09 percent, due to the Company launched new products
responding to demands of clients and the turnover of carat diamond was increased, comparing with the
same period of previous year, in 99.60 percent, due to in 2010, the domestic consumption and demands of
clients were increased. The Company had supplied carat diamond for sales in high quantity responding the
demands of clients.
In 2011, the turnover was 887.32 million baht. The proportion of diamond jewelry, comparing with the
same period of previous year, was increased in 29.41 percent, due to the Company launched new products
responding to demands of clients and the turnover of carat diamond was increased, comparing with the
same period of previous year, in 26.84 percent, due to in 2011, the domestic consumption and demands of
clients were increased. The Company had supplied carat diamond for sales in high quantity responding the
demands of clients.
In 2012, the turnover was 1,226.23 million baht. The proportion of diamond jewelry, comparing with the
same period of previous year, was increased in 37.34 percent, due to the Company launched new products
responding to demands of clients and the turnover of carat diamond was increased, comparing with the
same period of previous year, in 48.31 percent, due to in 2012, the domestic consumption and demands of
clients were increased. The Company had supplied carat diamond for sales in high quantity responding the
demands of clients.
(Unit : Million Baht)
86 Annual Report 2012 Jubilee Enterprise Public Company Limited
In additional, the ratio of incomes from sales of the Company in Bangkok and provinces was drastically
changed with implication, because of the increase of business operation in provinces. The values and ratio
of incomes gained from sales of the Company during 2010 to 2012 shall be presented in detail as follows:
In reference to the above figures, in 2010, incomes from sales in Bangkok and provinces would be
49.61 and 50.39 percent of total income respectively, thus the sales portion in provinces and in Bangkok was
slightly different.In 2011, incomes from sales in Bangkok and provinces would be 57.28 and 42.72 percent
of total income from sales respectively, this portion was drastically changed for the previous year, thus this
portion was changed from the previous year due to the growth of turnovers in Bangkok was higher than in
provinces since the Company had improved image of counters and customer services and also expanded
service coverage in Bangkok rather than in provinces. But in 2012, the portion of sales in Bangkok and
provinces would be 58.41 and 41.51 percent of incomes from sales, therefore the portion had been shaped
in same direction with 2011 due to the growth of turnovers in Bangkok was higher than in provinces.
Other portions of incomes in 2010-2012 comprise service fees for setting and cleaning, profit from
exchange rate and income from personnel administration that was money collected from business enter-
Channel for Distribution
2010 2011 2012
Quantity Percent Quantity Percent Quantity Percent
Bangkok; 339.18 49.61 504.93 57.28 713.78 58.49
Other provinces; 344.51 50.39 376.62 42.72 506.61 41.51
Grand total; 683.69 100.00 881.55 100.00 1,220.39 100.00
Note: This figure does not include incomes from services and other incomes.
Channel for Distribution
2010 2011 2012
Quantity Percent Growth Quantity Percent Growth Quantity Percent Growth
(Unit : Million Baht)
1) Branch or subsidiary of
the Company:
1.1 Shop; 55.95 8.18 -9.61% 76.01 8.62 35.85% 94.78 7.77 24.69%
1.2 Distribution through
department store; 420.46 61.50 34.59% 568.25 64.46 35.15% 779.37 63.84 37.15%
2) Business enterprise making
a contract with the Company;
3) Cooperation with a credit
card or leasing company; 40.75 5.96 78.26% 32.56 3.69 -20.10% 54.13 4.44 52.22%
4) Exhibition of sales; 70.37 10.29 45.48% 122.01 13.84 73.38% 218.26 17.88 78.89%
Income in Total 683.69 100.00 25.64% 881.55 100.00 28.94% 1220.4 100.00 37.97%
Note: This figure does not include incomes from services and other incomes.
The gains shall be classified upon channel of distribution as follows:
87Annual Report 2012 Jubilee Enterprise Public Company Limited
(Unit : Million Baht)
Type of Income 2010 2011 2012
Profit from exchange rate; 2.93 - 1.98
Incomes from personnel administration; 0.35 0.34 0.53
Incomes from received interest; 1.10 2.96 1.86
Revival of suspicious non-performanceloan; 0- - -
Revival of lost from devaluation; 0- - -
Revival of lost from depreciation; 0- - -
Others; 0- - 0.32
Other incomes in total; 4.38 3.30 4.69
prises in terms of franchise services without additional profit for payment of salaries to salesmen, rental and
insurance premiums where the Company had paid in advance. Moreover, they also included change of items
of lost from devaluation and of items with suspicion on non performance loan. The type of income within
2010-2012 shall be presented as follows:
In 2010, the Company acquired other incomes in 4.38 million baht, comprising profit from exchange
rate in 2.93 million baht which was increased from the same period of previous year, in 2.23 million baht or
around 38.57 percent; income from personnel administration in 0.35 million baht which was increased from
the same period of previous year, in 0.69 million baht or around 34.62 percent; and income from received
interest in 1.10 million baht which was increased from the same period of previous year, in 0.72 million baht
or around 89.47 percent.
In 2011, the Company acquired other incomes in 3.30 million baht, comprising income from person-
nel administration in 0.34 million baht which was decreased from the same period of previous year, in 0.01
million baht; and income from received interest in 2.96 million baht which was increased from the same
period of previous year, in 1.86 million baht or around 62.84 percent.
In 2012, the Company acquired other incomes in 4.69 million baht, comprising profit from person-
nel administration in 0.53 million baht which was increased from the same period of previous year, in 0.19
million baht; income from received interest in 1.86 million baht which was decreased from the same period
of previous year, in 1.10 million baht; and profit from increasing exchange rate in 1.98 million baht, thus
the other incomes were increased 1.39 million baht or around 42.12 percent of those in the same period of
previous year.
MARKETING AND SERVICE COSTS AND REFINING MARGINS
The Company bore capitals for sales and services in amounts of 379.71; 497.67 and 716.02 million baht
in 2010, 2011 and 2012 respectively. In 2010, the Company increasingly bore capitals for sales and services
in amount of 55.67 million baht, comparing with the same period of previous year. That change of capitals
for sales and services of the Company was in line with increase and decrease of turnover with provision of
services and also reflected to the management on capitals of sales and services with minimal portion lower
than growth rate of turnover in 2009. In 2011, the capital for sales was increased to be 117.96 million baht,
in equivalence with 31.07 percent,comparing with the same period of previous year, due to its incomes and
service fees were increased to be 198.20 million baht, in equivalence with 28.76 percent. And in 2012, the
88 Annual Report 2012 Jubilee Enterprise Public Company Limited
capital for sales was increased to be 218.35 million baht, in equivalence with 48.87 percent,comparing with
the same period of previous year, due to its incomes and service fees were increased to be 338.86 million
baht, in equivalence with 38.19 percent.
And pertaining to two main goods and products of the Company as: 1) ornaments and decora-
tions; and 2) diamond in karat, in general the ornaments and decorations of the Company shall earn refining
margins higher than gains from diamond in karat. Some forms of ornaments and decorations would earn
refining margins in difference with other forms of ornaments and decorations. In 2010, 2011 and 2012, the
Company earned refining margins in total, 44.90 percent, 43.91 percent and 41.61 percent, respectively. And
comparatively refining margins gained in 2010 and in 2011, they were gradually reduced with slight change
of proportion of sales of diamond ornaments and decorations and of diamond in karat, and the same in 2011
and in 2012, the Company earned lessening refining margins, lower than those gained in previous years,
due to increase of incomes and service fees from settings of exhibitions and sales promotion activities with
more campaigns on discount, while the portion of diamond in karat was also increased.
COSTS OF SALES AND ADMINISTRATION
Costs of sales and administration hereby comprise two main components as: ones with direct
variation to the increase of turnovers and service coverage, as if, additional compensations for salesmen in
forms of commission fees, costs for advertisement and public relations and credit card fees; and ones with
independent variation to the increase of turnovers and service coverage, as if, expenses for transportation
responding to increase of maket price of fuel in the world.
In 2010, the Company bore costs of sales and administration with compensation for executive staff
members in 183.15 million baht, that comparatively with the same period of previous year; this was increased
in 33.21 percent. The ratio of costs on sales and administration with compensation for executive staff mem-
bers, comparing with turnovers and service coverage was 26.58 percent which was higher than one with
the same period of previous year, as in 25.07 percent, because the turnovers and services in 2010 were
increased, while some expenses on sales and administration with compensations for administrators were
not directly variable with turnovers, particularly salaries and bonuses for employees and rental. Therefore,
the proportion of costs of sales and administration with compensation for executive staff memberscompar-
ing with turnovers and services were highly increased, nonetheless the Company also issued a policy with
control of expenses of sales and administration with compensation for executive staff members, while the
annual budgeting plan with assignment of focal points for controlling and inspecting on monthly basis.
In 2011, the Company bore costs of sales and administration with compensation for executive staff
members in 226.12 million baht, that comparatively with the same period of previous year; this was increased
in 43.01 percent. The ratio of costs on sales and administration with compensation for executive staff members,
comparing with turnovers and service coverage was 25.48 percent which was lower than one with the same
period of previous year, as in 26.57 percent, because the turnovers and services in 2011 were increased, while
some expenses on sales and administration with compensations for administrators were not directly variable with
turnovers, particularly salaries and bonuses for employees and rental. Therefore, the proportion of costs of sales and
administration with compensation for executive staff members comparing with turnovers and services were highly
89Annual Report 2012 Jubilee Enterprise Public Company Limited
PROFITS FROM OPERATION AND NET PROFIT
In 2010, the Company gained profits from operation in amount of 130.65 million baht or with increase
from the same period of previous year, in 48.07 percent. This was caused from increase of turnovers with
services and refining margins, comparing with the same period in previous year.
The net profit of the Company was 103.73 million baht or increase as 72.18 percent comparing with the
same period in previous year and this was caused from increase of turnovers with services and refining margins,
with decrease of corporate income tax. Therefore the net profit was increased around 43.49 million baht.
In 2009 and 2010, the Company acquired net profits in rates of 10.99 and 15.05 percent respectively.
The increase of net profit rate was caused from increase of turnovers with services and refining margins, with
decrease of corporate income tax.
In 2011, the Company gained profits from operation in amount of 165.53 million baht or with increase
from the same period of previous year, in 25.93 percent. This was caused from increase of turnovers with
services and refining margins, comparing with the same period in previous year.
The net profit of the Company was 131.18 million baht or increase as 26.47 percent comparing with
the same period in previous year and this was caused from increase of turnovers with services.
In 2010 and 2011, the Company acquired net profits in rates of 15.05 and 14.78 percent respectively.
In 2012, the Company gained profits from operation in amount of 209.45 million baht or with increase
from the same period of previous year, in 26.53 percent. This was caused from increase of turnovers with
services, comparing with the same period in previous year.
The all-inclusive profit of the Company was 165.87 million baht or with increase from the same period
of previous year, in 26.43 percent. This was caused from increase of turnovers with services, comparing with the
same period in previous year. The Company gained net profit with increasing amount of 37.68 million baht.
In 2011 and 2012, the Company acquired net profits in rates of 14.78 and 13.53 percent respectively.
increased, nonetheless the Company also issued a policy with control of expenses of sales and administration with
compensation for executive staff members, while the annual budgeting plan with assignment of focal points for
controlling and inspecting on monthly basis.
In 2012, the Company bore costs of sales and administration with compensation for executive staff
members in 305.45 million baht, that comparatively with the same period of previous year; this was increased
in 35.08 percent. The ratio of costs on sales and administration with compensation for executive staff members,
comparing with turnovers and service coverage was 24.91 percent which was lower than one with the same
period of previous year, as in 25.48 percent, because the turnovers and services in 2012 were increased, while
some expenses on sales and administration with compensations for administrators were not directly variable
with turnovers, particularly salaries and bonuses for employees and rental. Therefore, the proportion of costs of
sales and administration with compensation for executive staff members comparing with turnovers and services
were highly increased, nonetheless the Company also issued a policy with control of expenses of sales and
administration with compensation for executive staff members, while the annual budgeting plan with assignment
of focal points for controlling and inspecting on monthly basis.
90 Annual Report 2012 Jubilee Enterprise Public Company Limited
12.2.3 BUDGET WITH PRESENTATION OF FINANCIAL STATUS
ASSETS
On the date of 31st December 2010, the current assets of the Companywere comprising main com-
ponents as, cash or item in equivalence with cash in 129.45 million baht, or around 21.88 percent of asset in
total; short-term investment fund in 30.46 million baht, or around 5.15 percent of asset in total; net account
receivable in 62.33 million baht, or around 10.57 percent of asset in total; and net inventory in 293.90 million
baht, or around 49.67 percent of asset in total. The current asset with substantive change was cash or item
in equivalence with cash in 30.79 million baht, since the Company drained 30.46 million baht for short-term
investment with high return. The quantity of inventory was increased 68.32 million baht due to the Company
undertook policies on investment for and retain of inventory in branches of the Company and of course also
increased turnovers with services while there was investment for five new branches in 2010.
On the date of 31st December 2010, main current assets would be enlisted as: net equipment in 15.20
million bahtor around 2.57 percent of asset in total; and deposit at financial institutes with warranty in 37.50
million baht or around 6.34 percent of asset in total. The amount of deposit at financial institutes with warranty
was increased in 24.72 million baht, due to the Company used for warranty short-term loan of the Company.
On the date of 31st December 2011, the current assets of the Company were comprising main com-
ponents as, cash or item in equivalence with cash in 75.79 million baht, or around 11.71 percent of asset in
total; short-term investment fund in 60.26 million baht, or around 9.31 percent of asset in total; net account
receivable in 54.34 million baht, or around 8.39 percent of asset in total; and net inventory in 384.72 million
baht, or around 59.44 percent of asset in total. The current asset with substantive change was cash or item
in equivalence with cash in 53.66 million baht, since the Company drained 29.79 million baht for short-term
investment with high return. The quantity of inventory was increased 90.82 million baht due to the Company
undertook policies on investment for and retain of inventory in branches of the Company and of course also
increased turnovers with services while there was investment for nine new branches in 2011.
On the date of 31st December 2011, main current assets would be enlisted as: net equipment in
24.80 million bahtor around 3.83 percent of asset in total; and deposit at financial institutes with warranty in
25.0 million baht, or around 3.86 percent of asset in total. The amount of deposit at financial institutes with
warranty was decreased in 12.5 million baht, due to the Company had terminated and closed account of
loan from previous financial institutions with redemption of warranty for deposit in 12.5 million baht.
On the date of 31st December 2012, the current assets of the Company were comprising main com-
ponents as, cash or item in equivalence with cash in 29.93 million baht or around 4.01 percent of asset in
total; short-term investment fund in 98.11 million baht or around 13.14 percent of asset in total; net account
receivable in 76.75 million baht, or around 10.28 percent of asset in total; and net inventory in 479.42 million
baht or around 64.22 percent of asset in total. The current asset with substantive change was cash or item
in equivalence with cash in 45.95 million baht, since the Company drained 37.85 million baht for short-term
investment with high return. The quantity of inventory was increased 94.70 million baht due to the Company
undertook policies on investment for and retain of inventory in branches of the Company and of course also
increased turnovers with services while there was investment for seventeen new branches in 2012.
91Annual Report 2012 Jubilee Enterprise Public Company Limited
On the date of 31st December 2012, main current assets would be enlisted as: net equipment in
34.48 million baht,or around 4.61 percent of asset in total; intangible asset in 2.55 million baht, or around 0.34
percent of asset in total; and non-current asset in 14.61 million or around 1.96 percent of asset in total.
Remaining Period of Time 31stDEC 2010 Percent 31
stDEC 2011 Percent 31
stDEC 2012 Percent
QUALITY OF ASSETS
(a) Account receivable and notes receivable and allowance for doubtful accounts:
The account receivable and notes receivable shall be classified upon due of debt payment as follows:
Within due of payment; 60.70 95.49 52.86 97.40 75.82 97.38
Not exceeding 3 months; 1.83 2.88 0.30 0.55 0.92 1.18
Over 3 month-due, till 6 months; 0.00 0.00 0.09 0.17 0.01 0.01
Over 6 month-due, till 9 months; 0.00 0.00 0.00 0.00 0.00 0.00
Overdue for 12 months upwards; 1.04 1.63 1.02 1.88 1.11 1.43
Total; 63.57 100.00 54.27 100.00 77.86 100.00
Deduction for suspicious
non-performanceloan; (1.04) (1.64) (1.05) (1.93) (1.11) (1.43)
Total-Net 62.53 98.36 53.22 98.07 76.75 98.57
(Unit : Million Baht)
The accounts receivable of the Company comprises debtors as department stores holding debts
from sales of products through mega department stores where regularly do clearance of debts within 45 to
60 days. Most of accounts receivable in this type shall be able to pay on due and some of them would be
clients making contracts likewise franchise of the Company with orders of products for the Company for
distribution. The Company undertakes policies for providing credit to these accounts receivable within 45
to 60 days, while the Company allows them to pay for such goods and products with delay. This causes
pending number of accounts receivable, anyhow the Company shall be able to collect money from clients
on due. And for the direct sales to end users or consumers, there is none of credit scheme or payment by
monthly installments.
In additional, the Company has issued policies remedial for uncollectible accounts, the reserved
fund would be installed when any account receivable has overdue debt, longer than 180 days, or underthe
prediction with reference to record of debt payment in the past or any information given to executive entity.
The allocation of reserved fund would respond to number of debtors with uncollectible accounts. On the
dates of 31st December 2010, of 31
st December 2011 and of 31
st December 2012, the Company had install
remedial for uncollectible accounts in 10.4, 1.05, 1.11 million baht respectively. The installment of remedial
for uncollectible accounts was commissioned in accordance with policies remedial for uncollectible accounts
in all periods and the Company had retain this reserved fund covering to all risks and problems.
92 Annual Report 2012 Jubilee Enterprise Public Company Limited
On the dates of 31st December 2010, of 31
st December 2011 and of 31
st December 2012, the Com-
pany held inventories in amounts of 293.89, 384.72 and 479.92 million baht respectively, the inventories with
the most severe change were readymade products, Diamond jewelry and Carat Diamond.
On the date of 31st December 2010, the amount of inventory of the Company was increased from
225.58 million baht to 298.89 million baht at the end of period in previous year; this would be calculated
as an increasing amount in 68.31 million baht or 30.28 percent. The most changing sector, in 2010, was
readymade products and jewelry which increasing branches from 73 units to be 78 units.
On the date of 31st December 2011, the amount of inventory of the Company was increased from
293.89 million baht to 384.72 million baht at the end of period in previous year; this would be calculated
as an increasing amount in 90.83 million baht or 30.91 percent. The most changing sectors, in 2011, were
readymade products andornaments, with increasing amount in 88.73 million baht, carat diamond-readymade
product, with increasing amount in 3.30 million baht. These amounts shall be caused from the increase of
branches from 78 units to be 79 units.
On the date of 31st December 2012, the amount of inventory of the Company was increased from
384.72 million baht to 479.42 million baht at the end of period in previous year; this would be calculated as
an increasing amount in 94.70 million baht or 24.62 percent for the same period in previous year. The most
changing sectors, in 2012, were readymade products and jewelry, with increasing amount in 106.02 million
baht, carat diamond-readymade product, with decreasing amount in 25.33 million baht. These amounts shall
be caused from the increase of branches from 79 units to be 96 units.
ITEMS 31st DEC 2010 Percent 31
st DEC 2011 Percent 31
st DEC 2012 Percent
(b) Inventory:
(Unit : Million Baht)
Diamond jewelry; 207.51 70.61 296.24 77.00 402.26 83.91
Carat Diamond-ready-to-use
products; 39.91 13.58 43.21 11.23 17.88 3.73
Pending work; 13.44 4.57 1.49 0.39 13.31 2.78
Plain setting; 2.07 0.70 2.83 0.73 5.11 1.07
Gold; 0.03 0.01 0.37 0.10 0.49 0.10
Diamond-raw material; 28.88 9.83 37.57 9.77 34.41 7.18
Consumable material; 2.05 0.70 3.01 0.78 5.96 1.24
Total-Net 293.89 100.00 384.72 100.00 479.42 100.00
Net profit; 103.73 131.19 165.87
Adjustment of items with impact to net profit; 31.81 46.08 58.77
Profit from operation before change in assets
and debts from operation;
Change in assets; (100.35) (66.67) (125.41)
Change in debts; 64.23 (7.46) 30.14
Payment of interest; (0.74) - -
Payment of income tax; (28.25) (32.66) (37.15)
Cash flow from operations; 70.43 70.48 92.22
Cash flow from investment; (36.31) (43.21) (28.20)
Cash flow from fund-raising activities; (64.54) (80.93) (109.88)
Increase (decrease) of cash flow and items in equivalent; (30.41) (53.66) (45.86)
Net
Cash flow and items in equivalent, on the date of
beginning; 160.24 129.45 75.79
Cash flow and items in equivalent, on the date
of ending; 129.45 75.79 29.93
93Annual Report 2012 Jubilee Enterprise Public Company Limited
For the gist of policies on inventory management, in category of diamond jewelry and decorations, the
Company would collect information and quantity of products on basis of forms and formats for classification
and tracking of products with slow pace. If any is identified with slow pace, the Company shall move such
products to other branches for increase of possibility with choice of sales. And at the end, if any form of
product does not match with demands and is left in stock without value-adding, the Company shall set up
an event with promotion for sales, likewise the increase of discount portion with reduce of profit and finally
if such product shall not be sold, the Company shall dictate a policy with exploitation of such product, e.g.
to reformat the form of them with new style of product. And for those readymade products in form of carat
diamond or raw materials, they would not be managed on basis of time and out of date, but on basis of
principal with global market price with estimation of depreciation of product.
In reference to above figures, the Company gains profits in continuity in every year, but the cash
flow gained from operation of the Company is sporadically reduced. The turnovers with service coverage are
increased in every year and of course shall be cause of increase of current capital for procuring and pur-
chasing of raw material and retain of inventory for allowing clients to be able to freely choose. The Company
acquires such working capital from accounts payable that receiving credit allowance within 90-180 days
and shall be a part of benefits from operation of the Company. And from the operation of business of the
Company with extension of service coverage, it caused reduce of cash flow with deficiency and spending
of cash for procuring and purchasing of products. The Company had taken a loan from commercial banks
ITEMS 31st DEC 2010 31
st DEC 2011 31
st DEC 2012
(Unit : Million Baht)
94 Annual Report 2012 Jubilee Enterprise Public Company Limited
in short-term loan whenever it really needed cash with liquidity. Currently, the Company has a bank
loan from commercial bank with adequacy for running of business, so there is none of problem with liquidity.
Its liquidity proportions with substances shall be presented as follows:
In 2010, the Company held liquidity proportion in 2.53 folds with slight reduction from 3.08 folds in
2009. The average time for collecting of debt would be 33 days which was slightly different from 35 days in
2009. The duration of distribution for product would be 247 days in average, while the duration for clearance
of debt in average would be 108 days, which was increased from 101 days in 2009.
In 2011, the Company held liquidity proportion in 2.89 folds with increase from 2.58 folds in 2010.
The average time for collecting of debt would be 24 days which was different from 33 days in 2010. The
duration of distribution for product would be 245 days in average, while the duration for clearance of debt
in average would be 117 days, which was increased from 108 days in 2010.
In 2012, the Company held liquidity proportion in 2.92 folds with increase from 2.89 folds in 2011.
The average time for collecting of debt would be 19 days which was different from 24 days in 2011. The
duration of distribution for product would be 217 days in average that reduce, which lessening than 245
days in 2011, while the duration for clearance of debt in average would be 82 days, which was increased
from 117 days in 2010.
EFFICIENCY OF OPERATION
The Company does not have a manufacturing factory for its products, while also rents areas for
distribution of products rather than purchasing plots of lands, therefore it holds very limit of permanent
assets. For this matter, the ratio of returns from permanent assets shall not be used to evaluate effectiveness
on usage of assets of the Company, in contradiction it shall be used as reflection of efficiency.
In 2010, the ratio of returns from permanent assets was 19.18 percent because the Company gained
higher profits from business, while in 2011, the ratio of returns from permanent assets was increased from
19.18 to 21.18 percent and in 2012, the ratio of returns from permanent assets was increased from 21.18 to
23.80 percentbecause the Company gained higher profits from business.
SOURCE OF CAPITAL
DEBTS
On 31st December 2010, the Company bore amount of loan in 105 million baht from financial insti-
tutes, as: a 3-year loan from trust receipt and promissory notes on 1-6 months from commercial banks with
different rates of interests, in 5.8-6.50 percent per year. On 28th December 2010, the Company shall pay all
amount of debt to such financial institutes, while shall make a new loan from them, with installment of 25
million baht fixed-account, as a warranty for loan, to such new financial institutes.
95Annual Report 2012 Jubilee Enterprise Public Company Limited
On 31st December 2011, the Company bore amount of loan in 115 million baht from financial institutes,
as: a 3-year loan from trust receipt and promissory notes on 1-6 months from commercial banks with differ-
ent rates of interests, in 6.50-7.50 percent per year. The Company installed a 25 million baht fixed-account
as a warranty for loan to financial institutes.
On 31st December 2012, the Company bore amount of loan in 115 million baht from financial in-
stitutes, as: a 3-year loan from trust receipt and promissory notes on 1-6 months from commercial banks
with different rates of interests, in 6.50-7.50 percent per year, and without installment of fixed-account as a
warranty for loan.
PORTION OF SHARES
On 31st December 2010, the portion of shares of the Company, owning by shareholders, was 372.89
million baht, while there was an accumulated profit with non-allocation in 94.96 million baht. And in the An-
nual General Meeting of Shareholders in 2010, the meeting adopted a resolution with approval for payment
of dividend from profit of operation in 2009 in 0.21 baht per share and in the meeting of the Company,
no.3/2553, the meeting adopted a resolution with approval for payment of dividend from profit of operation
during January-June 2010 in 0.15 baht per share.
On 31st December 2011, the portion of shares of the Company, owning by shareholders, was 434.03
million baht, while there was an accumulated profit with non-allocation in 151.98 million baht. And in the
Annual General Meeting of Shareholders in 2011, the meeting adopted a resolution with approval for pay-
ment of dividend from profit of operation in 2010 in 0.20 baht per share and in the meeting of the Company,
no.3/2554, the meeting adopted a resolution with approval for payment of dividend from profit of operation
during January-June 2011 in 0.23 baht per share.
On 31st December 2012, the portion of shares of the Company, owning by shareholders, was 499.26
million baht, while there was an accumulated profit with non-allocation in 216.19 million baht. And in the
Annual General Meeting of Shareholders in 2012, the meeting adopted a resolution with approval for pay-
ment of dividend from profit of operation in 2011 in 0.29 baht per share and in the meeting of the Company,
no.4/2555, the meeting adopted a resolution with approval for payment of dividend from profit of operation
during January-June 2012 in 0.30 baht per share.
96 Annual Report 2012 Jubilee Enterprise Public Company Limited
FACTORS AND INFLUENCES TOWARDS OPERATION OR FINANCIAL STATUS
IN THE FUTURE
The factors and influences that might create impact to operation or financial status in the future,
apart from those mentioned in risk factors, shall be enlisted as follows:
1. CHANGE OF FINACIAL PROPORTION DUE TO INCREASING CAPITAL FROM INCREASE
OF STOCK CAPITAL
On 31st December 2010, the Company held paid-up registered capital in amount of 171,121,500
baht with given value, as 1 baht per share, in 175,000,000 ordinary shares and gained net profit in 2010 in
amount of 103.73 million baht, with net profit rate per volume weighted average in 0.61 baht per share, and
value in account in 2.18 baht per share, as per calculation from quantity of ordinary shares of the Company,
on 31st December 2010.
On 31st December 2011, the Company held paid-up registered capital in amount of 172,287,750
baht with given value, as 1 baht per share, in 175,000,000 ordinary shares and gained net profit in 2011 in
amount of 131.18 million baht, with net profit rate per volume weighted average in 0.77 baht per share, and
value in account in 2.52 baht per share, as per calculation from quantity of ordinary shares of the Company,
on 31st December 2011.
On 31st December 2012, the Company held paid-up registered capital in amount of 173,297,625
baht with given value, as 1 baht per share, in 175,000,000 ordinary shares and gained net profit in 2012 in
amount of 165.87 million baht, with net profit rate per volume weighted average in 0.96 baht per share, and
value in account in 2.88 baht per share, as per calculation from quantity of ordinary shares of the Company,
on 31st December 2012.
In additional, if there isa purchasing of ordinary shares of the Company, as per the certificate of
entitlement issued to members of the Board of Directors and employees of the Company (with identifica-
tion of bearer and non-negotiable) in total 5,000,000 units, the Company held paid-up capital in amount of
175,000,000 baht with given value, as 1 baht per share, in 175,000,000 ordinary shares and shall gain lower
profit per share in the future. The net profit per share, in 2009, was reduced from a purchasing of ordinary
shares of the Company, as per all certificates of entitlement (Fully Diluted) in 0.02 baht per share. Such
increase of ordinary shares of the Company shall create more value of share under account, in 2.25 baht
per share, as per calculation from an account of the Company, on 31st December 2009. Butwithin 5,000,000
capital increase ordinary shares with responding to exercise of conversion right upon such certificate of
97Annual Report 2012 Jubilee Enterprise Public Company Limited
entitlement shall not be exceeding 25 percent per year of such capital increase ordinary shares of each
individual holding allocation, therefore the reduction of net profit rate per share would not be immediately
occurred.
Anyhow after the proposal for sales of capital increase ordinary shares and exercise of right to pur-
chase ordinary shares of the Company, as per the certificate of entitlement issued to members of the Board
of Directors and employees of the Company, the Company shall acquire more current fund with decrease of
interest burden of the Company. In additional, the turnover of the Company, with the projection on growth
of industry and tactics for increase of service coverage through branches of the Company, shall cause in-
crease of net profit of the Company that shall help to reduce impacts towards reduction of profit per share
and value of share under account increased from quantity of shares.
COMPENSATION FOR CHARTERED ACCOUNTANT
According to the Resolution adopted in the Annual General Meeting of Shareholders in 2012, the
Company had agreed to pay compensation for account auditing, to Mr. Prawit Viwanthananut, a chartered
accountant with license number 4917 of the ANS Auditing Office, in charge of auditor for account in year
round 2012, in amount of 585,000 baht.
OTHER SERVICE FEES
None of them.
98 Annual Report 2012 Jubilee Enterprise Public Company Limited
THE BOARD OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF
THE FINANCIAL STATEMENT TO SHAREHOLDERS
The Board of Directors of the Company is an entity holding responsibilities on financial reports of
the Jubilee Enterprise Public Company Limited that were made under standards of financial statements un-
der the Act on Accounting, B.E. 2543 (2000) and under the Securities and Stock Exchange Commission on
Documentation and Presentation on Financial Statements under the Act on Securities and Stock Exchange,
B.E. 2535 (1992) to disclose necessary information with adequacy in the Footnotes to Financial Statements,
audited by an auditor in reports of auditor for benefits of shareholders and all investors in general with
transparency.
The Board of Directors of the Company shall hold duties on supervision and development of gover-
nance, including on provision and maintain of risk management system and internal controlling. The Board
of Directors of the Company had appointed the Auditing Committee, comprising independent members
with duties on supervision of financing, evaluation of internal controlling system and internal audit with
efficiency and effectiveness. The discretions and opinions of the Audit Committee shall be recorded and
published in its report which shall be affixed with this Annual Report.
The Board of Directors of the Company opines that from the aforementioned operations, they
create reliability with trustfulness on financial budget of the Jubilee Enterprise Public Company Limited with
presentation of financial status, results of performance and cash flow on annual basis until the date of 31st
December 2012, in accuracy upon substantive matters.
(Mr. Manu Leopairote)
Chairman of the Board of
Directors of the Company
(Mr. Viroj Phonprakit)
Chief Executive Officer
99Annual Report 2012 Jubilee Enterprise Public Company Limited
REPORT OF THE AUDIT COMMITTEE
Dear Shareholders,
Audit Committee of the Jubilee Enterprise Public Company Limited is appointed by the Board of
Directors of the Company, consisting of three independent knowledgeable persons holding qualifications
under the Notification of Securities and Stock Exchange Commission, serving in different capacities as:
Mr. Amnuay Nakarachata-amorn, as the Chair of Audit; Mr. Pirote Maleehorm, as a member;
Miss Zonwa Denmeka, as a member; and Mr. Warawuth Sethanarak, as a secretary to the Audit.
Audit Committee has fulfilled its duties and responsibilities in accordance with its assignments and in
compliance with the Notification of Securities and Stock Exchange Commission. Within the accounting year
round in 2012, there were four meetings of the Audit with full attendance and presentation of all members,
while there were number of meetings with executive staff members, chartered accountants and internal
auditors, as follows:
1. The review on budget presenting financial status with profit and lost on quarterly basis and
financial statements on the year of 2012 had been set up with a series of meetings for inquiry
and hearing of clarification and explanation from chartered accountants and executive staff
members, on accuracy and completion of financial statements and adequacy of information
disclosure, including the receipt of observations and recommendations of chartered accoun-
tants in 2012, Audit Committee hereby gave opinions in line with chartered accountants that
such financial statements are accurate and in compliance with financial statement standards
in general.
2. The review on internal auditing for evaluating of appropriateness and efficiency of internal
auditing system had been conducted for enhancement the operation with achievement of
designated goals. The internal auditing report in 2012, under an approved plan, had been
considered particularly with covering of significant working systems of the Company and there
is none of weakness point or shortcoming in any substantive matter.
3. The review and examination of internal auditing system for evaluation of efficiency of internal
auditing unit had been conducted with consideration on scope of operations, duties and
responsibilities with independency, manpower and budget of internal auditing unit, including the
discretion on modernization and compatibility of charter and internal audit with current situation
and in compliance with the guidebook on internal audit of the Stock Exchange of Thailand. Audit
Committee hereby opined that the Company owns the internal auditing system with adequacy,
appropriateness and efficiency, in compliance with international standards.
4. The review on operations of laws on securities and stock exchange, regulations of the Stock
Exchange of Thailand and relevant laws on business of the Company had been conducted,
including operations under regulations of the Company and legal bindings of the Company
with any external person.
100 Annual Report 2012 Jubilee Enterprise Public Company Limited
5. The review and giving of opinions to list of interactions or items with conflict of interest, including
disclosure of such information, had been conducted in compliance with regulations of the
Stock Exchange of Thailand and of Office of the Securities and Stock Exchange. Audit had
considered and gave opinions in line with those from auditors and opined that all substantive
contents with presentation of financial statement and footnotes to financial statement were
accurate and complete.
6 The consideration, recruitment and selection for an auditor with proposal on compensation had
been designed and proposed to the Board of Directors of the Company for asking an approval
from the Annual General Meeting of shareholders, while the Auditing Committee considered
results of operation, independency and appropriateness on compensation and proposed that
the ANS Audit Co., Ltd. shall be appointed with entrustment of Mr. Prawit Viwanthananut,
a Certified Public Accountants with license number 4917; or Mr. Athipong Atipongsakul, a Certified
Public Accountants with license number 3500; or Mr. Bunjong Pichayaprasat, a Certified Public
Accountants with license number 7147; or Mr. Thoetthong Thepmangkorn, a Certified Public
Accountants with license number 3787 to be an auditor of the Company in 2013, with
comments on appointment of auditors as follows:
- An auditor with independency and without any relation with the Company or any affiliating
subsidiary company;
- In the past accounting year round, a designated auditor had perform his task with knowl
edge, competency in profession and gave recommendations on internal controlling system
and risks with independency of operations;
CONCLUDING OBSERVATIONS OF THE AUDIT COMMITTEE
In the year 2012, the Audit Committee had fully acted its duties and responsibilities responding to its
assignments with competency and independency. The Committee opined that the Company had documented
a report on financial status and operation with accuracy, while there is internal controlling system with internal
audit in appropriateness and efficiency. The Committee also acted in compliance with supervising system on
good governance with adequacy, transparency and reliability, covering the development and improvement
of operation with high quality and appropriateness of contexts of business in continuity.
(Amnuay Nakruchata-amorn)
Chairman of Audit Committee
AUDITOR’S REPORT
To the Board of Directors and Shareholders of Jubilee Enterprise Public Company Limited
I have audited the accompanying the financial statements of Jubilee Enterprise Public Company Limited
which comprise the statement of financial position as at December 31, 2012, and the statement of comprehensive
income, statement of changes in shareholders’ equity and statement of cash flows for the year then ended, and
a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements
in accordance with Thai Financial Reporting Standards, and for such internal control as management
determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility
My responsibility is to express an opinion on these financial statements based on my audit. I conducted
my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my
audit opinion.
Opinion
In my opinion, the financial statements present fairly, in all material respects, the financial position of
Jubilee Enterprise Public Company Limited as at December 31, 2012, and its financial performance and cash
flows for the year then ended in accordance with Thai Financial Reporting Standards.
Bunjong Pichayaprasat
Certified Public Accountant
Registration Number 7147ANS Audit Co., Ltd.
Bangkok, February 22, 2013
101
The accompanying notes are an integral part of these financial statements.
Annual Report 2012 Jubilee Enterprise Public Company Limited
102
2012 2011Note
Baht
ASSETS 3
JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED
STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2012 AND 2011
Current assets
Cash and cash equivalents 5 29,925,889.86 75,787,030.33
Short-term investments 6 98,110,983.60 60,255,029.04
Trade and other receivables 4, 7 76,750,906.04 54,338,350.50
Inventories 8 479,421,226.79 384,723,551.63
Other current assets 10,822,604.78 8,363,858.69
Total current assets 695,031,611.07 583,467,820.19
Non-current assets
Restricted financial institution deposits 9 - 25,000,000.00
Building and equipment 10 34,382,324.31 24,805,209.55
Intangible assets 11 2,545,496.47 4,438,624.55
Other non-current assets 14,606,007.61 9,566,694.69
Total non-current assets 51,533,828.39 63,810,528.79
Total assets 746,565,439.46 647,278,348.98
The accompanying notes are an integral part of these financial statements.
Annual Report 2012 Jubilee Enterprise Public Company Limited
103
Current Liabilities
Trade and other payables 4, 13 171,057,658.54 153,305,568.53
Current portion of debts 16 8,664,199.77 7,703,623.97
Accrued income tax 26 22,095,531.21 16,616,014.50
Other current liabilities 36,419,224.50 24,162,316.92
Total current liabilities 238,236,614.02 201,787,523.92
Non-current liabilities
Long-term loans from financial institutions 14 - 6,666,656.00
Liability under finance lease 15 3,723,614.59 1,262,577.02
Employee benefit obligations 17 5,346,722.99 3,528,994.6800
Total non-current liabilities 9,070,337.58 11,458,227.70
Total liabilities 247,306,951.60 213,245,751.62
2012 2011Note
Baht
LIABILITIES AND SHAREHOLDERS’ EQUITY 3
JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED
STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2012 AND 2011
The accompanying notes are an integral part of these financial statements.
Annual Report 2012 Jubilee Enterprise Public Company Limited
104
SHAREHOLDERS’ EQUITY
Share capital 18, 19
Authorized share capital
175,000,000 ordinary shares, Baht 1 par value 175,000,000.00 175,000,000.00
Issued and paid-up share capital
173,297,625 ordinary shares, in year 2012 and
172,287,750 ordinary shares, in year 2011, Baht 1 per share 173,297,625.00 172,287,750.00
Premium on share capital 21 92,267,172.80 92,267,172.80
Retained earnings 20, 22
Appropriated to legal reserve 17,500,000.00 17,500,000.00
Unappropriated 216,193,690.06 151,977,674.56
Total shareholders’ equity 499,258,487.86 434,032,597.36
Total liabilities and shareholders’ equity 746,565,439.46 647,278,348.98
3
The accompanying notes are an integral part of these financial statements.
JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED
STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2012 AND 2011
2012 2011Note
Baht
LIABILITIES AND SHAREHOLDERS’ EQUITY
Annual Report 2012 Jubilee Enterprise Public Company Limited
105
Revenue from sales 1,226,230,285.32 887,316,244.47
Cost of sales 23 (716,021,706.79) (497,665,606.65)
Gross profit 510,208,578.53 389,650,637.82
Other income 4,690,668.32 3,300,323.33
Selling expenses 23 (227,580,887.17) (154,624,432.09)
Administrative expenses 23 (77,866,895.15) (71,494,517.80)
Finance costs 24 (952,445.63) (1,298,062.71)
Profit before income tax 208,499,018.90 165,533,948.55
Income tax expense 27 (42,633,230.90) (34,348,117.08)
Profit for the year 165,865,788.00 131,185,831.47
Other comprehensive income -00 -00
Total comprehensive income 165,865,788.00 131,185,831.47
Earnings per share
Basic earnings per share 3 0.96 0.77
Weighted average number of ordinary shares (shares) 3 172,439,507.00 171,290,846.00
Diluted earnings per share 3 0.96 0.75
Weighted average number of ordinary shares (diluted) (shares) 3 173,387,274.00 174,654,291.00
2012 2011Note
Baht
3, 4
JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
The accompanying notes are an integral part of these financial statements.
Annual Report 2012 Jubilee Enterprise Public Company Limited
106
The accompanying notes are an integral part of these financial statements.
JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
Beginning balance as at January 1, 2011
Effects of change in accounting policy
Adjusted balance
Changes in shareholders’ equity
Comprehensive income for the year
Dividends
Appropriated - legal reserve
Issue of ordinary shares
Ending balance as at December 31, 2011
Changes in shareholders’ equity
Comprehensive income for the year
Dividends
Issue of ordinary shares
Ending balance as at December 31, 2012
4
20
22
18
20
18
Note
Issued and paid-up
share capital
Premium on
share capital Appropriated Unappropriated Total
Retained earnings
Baht
171,121,500.00
-00
171,121,500.00
00
-00
-00
-00
1,166,250.00
172,287,750.00
-00
-00
1,009,875.00
173,297,625.00
92,267,172.80
-00
92,267,172.80
00
-00
-00
-00
00-00
92,267,172.80
-00
-00
-00
92,267,172.80
14,542,198.47
-00
14,542,198.47
00
-00
-00
2,957,801.53
-00
17,500,000.00
-00
-00
-00
17,500,000.00
94,957,969.15
2,373,920.47
97,331,889.62
131,185,831.47
(73,582,245.00)
(2,957,801.53)
-
151,977,674.56
165,865,788.00
(101,649,772.50)
-00
216,193,690.06
372,888,840.42
2,373,920.47
375,262,760.89
131,185,831.47
(73,582,245.00)
---
1,166,250.00
434,032,597.36
165,865,788.00
(101,649,772.50)
1,009,875.00
499,258,487.86
Annual Report
2012 Jubile
e Ente
rpris
e Public
C
om
pany Lim
ited
165,533,948.55
7,725,238.88
233,936.32
-
-
(1,911,803.24)
3,528,994.68
(2,955,729.98)
1,296,562.71
177,274,754.40
8,627,052.61
(88,454,166.83)
3,465,711.99
12,500,000.00
(2,816,574.61)
(17,687,107.69)00
10,228,348.24
103,138,018.11
(32,658,996.82)
70,479,021.29
208,499,018.90
14,147,527.10
(201,286.89)0
1,612,884.90
(190,247.47)
(129,342.98)
1,817,728.31
(1,863,922.13)
952,445.63
224,644,805.37
(22,635,075.78)
(95,325,223.57)
(2,405,900.84)
-
(5,043,068.79)
17,881,432.99
12,256,907.58
129,373,876.96
(37,153,714.19)
92,220,162.77
9
4,9
57,9
69.1
5
2,3
73,9
20.4
7
97,3
31,8
89.6
2
131,1
85,8
31.4
7
(7
3,5
82,2
45.0
0)
(2
,957,8
01.5
3)
-
151,9
77,6
74.5
6
165,8
65,7
88.0
0
(101,6
49,7
72.5
0)
-00
216,1
93,6
90.0
6
107
2012 2011
Baht
JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit before income tax
Adjustments to reconcile net profit before income tax to net cash
provided by (used in) operating activities
Depreciation and amortization
Bad debt and doubtful accounts (reversal)
loss from impairment of assets
Unrealized gain of trading security
Unrealized (gain) loss on exchange rate
Employee benefit liabilities
Interest income
Interest expenses
Profit from operating activities before changes in operating
assets and liabilities
Change in operating assets (increase) decrease
Trade and other receivables
Inventories
Other current assets
Restricted financial institution deposits
Other non-current assets
Change in operating liabilities increase (decrease)
Trade and other payables
Other current liabilities
Cash generated from operation
Income tax paid
Net cash provided by operating activities
The accompanying notes are an integral part of these financial statements.
Annual Report 2012 Jubilee Enterprise Public Company Limited
108
(12,665,707.09)
(17,496,392.88)
(62,000.00)
2,019,879.88
(28,204,220.09)
(6,666,672.00)0
(1,618,068.02) 0
1,009,875.0000
(952,445.63)
(101,649,772.50)
(109,877,083.15)
(45,861,140.47)
75,787,030.33
29,925,889.86
Supplementary disclosure of cash flows information
For year 2012
1) The Company purchased vehicle and office equipment in the amount of Baht 5.04 million by
entering into a finance lease agreement.
2) The Company transfered restricted financial institution deposits in the amout of Baht 25 million
to short-term investment.
For year 2011
1) The Company recorded effects of changes in accounting policies for the inventory valuation method
with retained earnings as at January 1, 2011 in the amount of Baht 2.37 million.
2) The Company purchased office equipment in the amount of Baht 1.93 million by entering into a
finance lease agreement.
(29,796,703.17)
(14,042,434.20)
(2,224,755.00)
2,849,698.05
(43,214,194.32)
(6,666,672.00)
(558,238.51)
1,166,250.00
(1,296,562.71)
(73,571,222.70)
(80,926,445.92)
(53,661,618.95)
129,448,649.28
75,787,030.33
2012 2011
Baht
JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in short-term investments
Purchases of equipment
Purchases of intangible assets
Interest received
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for long-term loans from financial institutions
Payment for liability under finance lease
Cash received from increase in ordinary shares
Interest expense
Dividend payment
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
The accompanying notes are an integral part of these financial statements.
Annual Report 2012 Jubilee Enterprise Public Company Limited
109
JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
1. GENERAL INFORMATION
Jubilee Enterprise Public Company Limited, “the Company” was incorporated in Thailand under
the Civil and Commercial Code on November 3, 1993, registered no. 0105536125477 and becamea public
company limited on July 8, 2008, registered no. 0107551000177, to operate a business as a retail and
wholesale of jewelry.
On October 19, 2009, the Company was listed on the Stock Exchange of Thailand in “Market for
Alternative Investment” (mai).
The head office is located at 721 Silom Road, Silom, Bang Rak, Bangkok.
The major shareholdersare as follows:
Rate of shareholding
Name/Company Nationality/Country percentage
2012 2011
Pornprakit Family Thai 58.96 59.47
K-SME Venture Capital Company Limited Thailand 2.03 2.04
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
The accompanying financial statements are prepared in accordance with Thai Financial Reporting
Standards (“TFRS”) including related interpretations and guidelines promulgated by the Federation of
Accounting Professions (“FAP”) in conformity with generally accepted accounting principles in Thailand.
The presentation of the financial statements has been made in compliance with the stipulations of the
Notification of the Department of Business Development dated September 28, 2011, issued under the Accounting
Act B.E. 2543.
Annual Report 2012 Jubilee Enterprise Public Company Limited
110
The accompanying financial statements have been prepared in the Thai language and expressed in
Thai Baht. Such financial statements have been prepared for domestic reporting purposes. For the convenience
of the readers not conversant with the Thai language, an English version of the financial statements has been
provided by translating from the Thai version of the financial statements.
The preparation of the financial statements in conformity with Thai Financial Reporting Standards
(“TFRS”) requires management to make judgments, estimates and assumptions that affect the application
of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making the judgments about carrying amounts
of assets and liabilities that are not readily apparent from other sources. Subsequent actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised, if the revision affects only that period,
and in the period of the revision and future periods, if the revision affects both current and future periods.
The changes in accounting policies as at January 1, 2011
In the year 2011, the Company has adopted new and revised TFRS which such transition affected
the financial statements reflected from TAS No. 19 “Employee Benefits”, which applied a transitional provision
that such liability is recognized and accounted of amortization to expenses within 3 accounting periods
ending December 31, 2013.
New and revised Thai Financial Reporting Standards not yet effective
The Company has not yet adopted the new and revised Thai Financial Reporting Standards as follows:
a) Thai Accounting Standards (TAS), Thai Financial Reporting Standards (TFRS), Thai Interpretation (TI)
and guidelines which are effective for the financial statements for the period beginning on or after
January 1, 2013 as follows:
Annual Report 2012 Jubilee Enterprise Public Company Limited
Topic
111
TAS/TFRS/TI/FAP’s Announcement
TFRI/TI Topic
TAS 12 Income Taxes
TAS 20 (revised 2009) Accounting for Government Grants and Disclosures
of Government Assistance
TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rate
TFRS 8 Operating Segments
TI 10 Government Assistance – No Specific Relation to
Operating Activities
TI 21 Income Taxes – Recovery of Revalued Non-Depreciable
Assets
TI 25 Income Taxes – Changes in the Tax Status of an
Enterprise or its Shareholders
No. 34/2555 Accounting Treatment Guidance for Transfers of
Financial Assets
TFRI 4 Determining whether an Arrangement contains a Lease
TFRI 12 Service Concession Arrangements
TFRI 13 Customer Loyalty Programmes
TI 29 Service Concession Arrangements: Disclosures
The management of the Company is assessing the impacts of these standards, interpretations and
FAP’s Annoucement on the financial statements for the year in which they are initially applied
b) Thai Financial Reporting Interpretations (TFRI) and Thai Interpretation (TI) which are effective for
the financial statements for the period beginning on or after January 1, 2014 as follows:
The management of the Company is assessing the impacts of these standards and interpretations
on the financial statements for the year in which they are initially applied.
Annual Report 2012 Jubilee Enterprise Public Company Limited
112
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The measurement bases used in preparing the financial statements
Other than those disclosed elsewhere in the summary of significant accounting policies and other
notes to the financial statements, the financial statements are prepared on the historical cost basis.
Revenues
Sale of goods and service income
Revenue excludes value added taxes or other sales taxes and is arrived at after deduction of
trade discounts.
Revenue is recognized in the statements of comprehensive income when the significant risks
and rewards of ownership have been transferred to the buyer. No revenue is recognized if there is continu-
ing management involvement with the goods or there are significant uncertainties regarding recovery of the
consideration due, associated costs or the probable return of goods.
Interest income
Interest income is recognized as interest accrues, based on the effective rate method.
Other income
Other income are recognized on an accrual basis.
Expenses
Operating leases
Payments made under operating leases are recognized in the statements of comprehensive income
on a straight-line basis over the term of the lease. Lease incentives received are recognized in the statements
of comprehensive income as an integral part of the total lease payments made. Contingent rentals are charged
to the statements of comprehensive income in the accounting period in which they are incurred.
Finance costs
Interest expenses and similar costs are charged to the statements of comprehensive income in the
period in which they are incurred, except to the extent that they are capitalized as being directly attributable
to the acquisition, construction or production of an asset which necessarily takes a substantial period of time
to be prepared for its intended use or sale. The interest component of finance lease payments is recognized
in the statements of comprehensive income using the effective interest rate method.
Annual Report 2012 Jubilee Enterprise Public Company Limited
113
Other expenses are recognized on an accrual basis.
Employee benefits
Short-term benefits
The Company recognizes salaries, wages, bonus and social security contribution as expenses on
an accrual basis
Post-employment benefits – defined contribution plan
The Company operates a provident fund that is a defined contribution plan. The assets of which
are held in a separate trust fund. The provident fund is funded by payments from employees and the com-
pany. Contributions to the provident fund are charged to the statement of comprehensive income in the
period to which theyrelate.
Post-employment benefits – defined benefit plan
The employee benefits liabilities in relation to the severance payment under the labor law is
recognised as a charge to results of operations over the employee’s service period. It is calculated by the
estimation of the amount of future benefit to be earned by the employee in return for the service provided
to the Company through the service period up to the retirement age and the amount is discounted to
determine the present value. The reference discount rate is the yield rate of government bonds as at the
reporting date. The calculation is based on the actuarial technique using the Projected Unit Credit Method.
When the employee benefits are improved, the portion of the increased benefit relating to past
service rendered by employee is recognized in the statements of comprehensive income on a straight-line
basis over the average period until the benefits become vested.
When the actuarial assumptions are changed, the Company recognizes actuarial gains (losses)
in the profit or loss in the period in which they arise.
Cash and cash equivalents
Cash and cash equivalents are cash on hand, current deposits and savings deposits, cash at bank
with an original maturity of 3 months and short-term investments with high liquidity excluded term deposits
and deposits at bank on obligation.
Annual Report 2012 Jubilee Enterprise Public Company Limited
114
Investments
Short-term investments which are marketable equity securities held for trading are stated at fair
value and recognized changes in fair value in the statement of comprehensive income, which are recorded
in “Unrealized gain/loss on changing in investments in securities held for trading”.
Costs of investment sold during the year are calculated using the weighted average cost method.
Trade and other receivable
Trade and other receivable are stated at their invoice value less allowance for doubtful accounts.
Trade accounts receivable are stated at the net realizable value. Allowance for doubtful accounts is
provided for the estimated losses that may be incurred in collection of receivables. The allowance is gener-
ally based on collection experiences and analysis of debtor aging.
Inventories
Finished goods are valued at the lower of cost or net realizable value.
Raw material, work in process and finished goodswhich arejewelry and diamond size carats and
suppliesare valued at first-in, first-out cost method.
Finished goodswhich are gold jewelry 18K, andsmall stone diamondare valued at first-in, first-out cost method.
Cost comprises all costs of purchases, costs of conversion and other costs incurred in bringing the
inventories to their present location and condition. In the case of manufactured inventories, cost includes an
appropriate share of overhead based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business less the costs to make the sale.
An allowance is made for all deteriorated, damaged, obsolete and slow-moving inventories.
Building and equipment
Building and equipmentare stated at cost less accumulated depreciation, and allowance for
impairment loss (if any).
Annual Report 2012 Jubilee Enterprise Public Company Limited
115
Depreciation
Depreciation of building and equipmentare calculated by reference to their costs, on the
straight-line basis over estimated useful lives of 5 years.
Depreciation is included in determining income and no depreciation is provided on asset in progress.
Repairs and maintenance are charged to the statements of comprehensive income during the
financial years in which they are incurred. The cost of major renovations is included in the carrying amount
of the asset when it is probable that future economic benefits in excess of the originally assessed standard
of performance of the existing asset will flow to the Company. Major renovations are depreciated over the
remaining useful life of the related asset.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and
are included in operating profit.
Impairment of assets
The carrying amounts of the Company’s assets are reviewed at each reporting period date to
determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated.
An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating
unit exceeds its recoverable amount. The impairment loss is recognized in the statements of comprehensive
income unless it reverses a previous revaluation credited to equity, in which case it is charged to equity.
When a decline in the fair value of an available-for-sale financial asset has been recognized directly in
equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been
recognized directly in equity is recognized in the statements of comprehensive income even though the financial
asset has not been derecognized. The amount of the cumulative loss that is recognized in the statements
of comprehensive income is the difference between the acquisition cost and the current fair value, less any
impairment loss on that financial asset previously recognized in the statements of comprehensive income.
Calculation of recoverable amount
The recoverable amount is the greater of the assets’ net selling price and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset. For an asset that does not generate cash inflows largely independent of those from other assets,
the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Annual Report 2012 Jubilee Enterprise Public Company Limited
116
Reversals of impairment
An impairment loss is reversed if there has been a change in the estimates used to determine
the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or amortization, if no
impairment loss had been recognized.
Finance lease
Leases of property, plant or equipment which substantially transfer all the risks and rewards of
ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at
the lower of the fair value of the leased property or the present value of the minimum lease payments. Each
lease payment is allocated to the principal and to the finance costs so as to achieve a constant rate on the
finance balance outstanding. The outstanding rental obligations, net of finance costs, are included in other
long-term payables. The interest element of the finance cost is charged to the statements of comprehensive
income over the lease period. The property, plant or equipment acquired under finance leasing contract is
depreciated over the shorter of the useful life of the asset or the lease term.
Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified
as operating leases. Payments made under operating leases (net of any incentives received from the lessor)
are charged to the statements of comprehensive income on a straight-line basis over the period of the lease.
When an operating lease is terminated before the lease period has expired, any payment required
to be made to the lessor by way of penalty is recognized as an expense in the period in which termination
takes place.
Foreign currency
Foreign currency account transactions
Transactions in foreign currencies are converted at the foreign exchange rates ruling at the
dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of
the reporting period are converted to Thai Baht at the foreign exchange rates ruling at that date. Forward
exchange contracts at the transaction date are converted to Thai Baht by using the contract rates.
Annual Report 2012 Jubilee Enterprise Public Company Limited
117
Outstanding forward exchange contracts are marked to market by comparing contract rates to forward
rates established by the contracting Bank with the same maturity. At the end of year, the unrealized gains
or losses on outstanding forward exchange contracts, calculated as described above, are included within
other receivables or other payables from forward exchange contracts in the statement of financial position.
Gain or loss upon conversion is included in the statements of comprehensive income.
Provisions
A provision is recognized in the statement of financial position when the Company has a present
legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic
benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. If the effect is material, provisions are determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
Income tax
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted
at the end of the reporting period.
Dividends paid
Dividends and interim dividend payments are recorded in the financial statements in the period in
which they are approved by the shareholders’ meeting or the Board of Directors.
Basic earnings per share
Basic earnings per share is calculated by dividing net profit for the years by the weighted average
number of ordinary shares outstanding during the yearsas follows:
Annual Report 2012 Jubilee Enterprise Public Company Limited
For the years ended December 31, 2012 and 2011.
2012 2011
Net profit for the years (Baht) 165,865,788.00 131,185,831.47
Weighted average number of ordinary shares (shares)
Issued ordinary shares at the beginning of the years 172,287,750.00 171,121,500.00
Effect of shares issued during the years 151,757.00 169,346.00
Weighted average number of ordinary shares (shares) 172,439,507.00 171,290,846.00
Basic earnings per share (Baht) 0.96 0.77
Diluted earnings per share
Diluted earnings per share for the years ended December 31, 2012 and 2011 are calculated by dividing
the net profit of ordinary shareholders by the sum of the weighted average number of ordinary shares
outstanding during the year plus the weighted average number of shares to be issued for the exercise of
all dilutive potential ordinary shares into ordinary shares in the amount of 1.01 million shares (In 2011: 3.36
million shares).The calculation assumes that the holders will exercise dilutive potential ordinary share into
ordinary shares when the exercise price is lower than fair value of ordinary shares.
The basic earnings per share and the diluted earnings per share are as follows:
For the years ended December 31, 2012 and 2011.
2012
Baht Shares Baht
Weighted average
Net profit number of ordinary Earnings per share
shares
Earnings per share
Basic earnings per share 165,865,788.00 172,439,507.00 0.96
Effect dilutive potential ordinary shares - 947,767.00 -
Diluted earnings per share 165,865,788.00 173,387,274.00 0.96
118 Annual Report 2012 Jubilee Enterprise Public Company Limited
119
2011
Baht Shares Baht
Weighted average
Net profit number of ordinary Earnings per share
shares
Earnings per share
Basic earnings per share 131,185,831.47 171,290,846.00 0.77
Effect dilutive potential ordinary shares - 3,363,445.00 -
Diluted earnings per share 131,185,831.47 174,654,291.00 0.75
The Company issued warrants to the directors and employees with the details of the warrants in
the Note 19 to the financial statements.
Changes in accounting policies
For the year ended December 31, 2011, the Company has changed accounting policies for the inventory
valuation method from the specific method to the first in – first out method in order to present the cost of
inventories to consistent with the nature of trade and the movement of inventories.The Company adjusted the
inventory valuation with the first in – first out method as at December 31, 2010.That result to the Company
applied adjustment effects of changes in accounting policies with retained earnings as at January 1, 2011.
Effects of changes in accounting policies with the inventory valuation method is as follow:
Baht
Statements of changes in equity
Retained earnings
Beginning balance as at January 1, 2011 94,957,969.15
Effects of changes in accounting policies 2,373,920.47
Adjusted balance 97,331,889.62
Annual Report 2012 Jubilee Enterprise Public Company Limited
4. TRANSACTIONS WITH RELATED PARTIES
The Company has transactions with related parties. These parties are related through common
shareholders and/or directorships. Transactions with related parties as included in the financial
statements are determined at the prices occurring in the normal course of business based on the market
price in general or the price as stipulated in the agreementif no market price exists.
The significant balances of assets, liabilities, and other transactions that occurred with those parties
were shown as follows:
The significant transactions with related parties for the years ended December 31, 2012 and 2011
were as follows:
Baht
2012 2011
Revenue from sales
Mr. Suppasit Khlaikhem - 3,755,418.52
Sales return
Mr. Suppasit Khlaikhem - 5,742,278.50
The significant balancesofrelated parties as at December 31, 2012 and 2011 were as follows:
Baht
2012 2011
Trade accounts receiveable
Mr. Suppasit Khlaikhem 177,047.57
Other payables
Mr. Suppasit Khlaikhem 5,869,949.00
120
-
-
-
-
Annual Report 2012 Jubilee Enterprise Public Company Limited
Directors’ remuneration
Directors’ remuneration represents benefits paid to the directors of the Company in accordance with
Section 90 of the Public Company Limited Act, exclusive of salaries and related benefit payable to directors
who hold executive positions.
For the years ended December 31, 2012 and 2011, the Company paid directors’ remuneration in
the amount of Baht 1.60 million and Baht 1.35million, respectively.
Key management personnel compensation
Key management personnel compensation for the years ended December 31, 2012 and 2011 consisted of:
Baht
2012 2011
Short-term benefits 30,080,892.20 21,362,707.80
Post-employment benefits 5,276,317.77 2,732,352.60
Total key management personnel compensation 35,357,209.97 24,095,060.40
Nature of relationship
Name Nationality Relation Relationship
Mr. Suppasit Khlaikhem Thai Related person Management
121Annual Report 2012 Jubilee Enterprise Public Company Limited
5. CASHAND CASH EQUIVALENTS
Cash and cash equivalentsas at December 31, 2012 and 2011 consisted of:
Baht
2012 2011
Cash on hand 1,795,702.66 1,011,807.70
Cash at bank 28,130,187.20 74,775,222.63
Total 29,925,889.86 75,787,030.33
6. SHORT-TERM INVESTMENTS
Short-term investments as at December 31, 2012 and 2011 consisted of:
Baht
2012 2011
Cash at bank - fixed deposits 25,881,739.42 255,029.04
Bill of exchanges -000 60,000,000.00
Open-ended fund 72,229,244.18 -000
Total 98,110,983.60 60,255,029.04
122 Annual Report 2012 Jubilee Enterprise Public Company Limited
7. TRADE AND OTHER RECEIVABLES
Trade and other receivables as at December 31, 2012 and 2011 consisted of:
Baht
2012 2011
Trade accounts receivable
Related party -000 177,047.57
Other party 77,858,373.60 54,087,182.96
Total 77,858,373.60 54,264,230.53
Less Allowance for doubtful accounts (1,111,957.44) (1,045,394.95)
Trade accounts receivable - net 76,746,416.16 53,218,835.58
Other receivables 4,489.88 1,119,514.92
Trade and other receivable - net 76,750,906.04 54,338,350.50
As at December 31, 2012 and 2011, the Company had outstanding balances of trade accounts
receivable aged by number of months as follows:
Baht
2012 2011
Trade accounts receivable – related party
Current -000 177,047.57
Trade accounts receivable – other party
Current 75,817,906.66 52,677,600.65
Overdue
Less than 3 months 914,259.50 297,624.87
Over 3 months up to 9 months 14,250.00 88,749.99
Over 12 months 1,111,957.44 1,023,207.45
Total 77,858,373.60 54,087,182.96
123Annual Report 2012 Jubilee Enterprise Public Company Limited
Movements of allowance for doubtful accounts for the years ended December 31, 2012 and 2011
were as follows:
Baht
2012 2011
Beginning balance 1,045,394.95 1,039,767.45
Add Doubtful accounts 66,562.49 5,627.50
Ending balance 1,111,957.44 1,045,394.95
8. INVENTORIES
Inventories as at December 31, 2012 and 2011 consisted of:
Baht
2012 2011
Raw materials 80,789,644.46 52,866,189.90
Work in process 13,306,363.68 1,486,689.76
Finished goods 361,484,512.93 284,143,146.71
Carat diamond 17,882,164.07 43,212,930.53
Supplies 5,958,541.65 3,014,594.73
Total 479,421,226.79 384,723,551.63
124 Annual Report 2012 Jubilee Enterprise Public Company Limited
9. RESTRICTED FINANCIAL INSTITUTION DEPOSITS
Restricted financial institution deposits as at December 31, 2012 and 2011 were shown as follows:
Baht
Bank Deposits 2012 2011 Note Guarantee for
fixed 12 months - 25,000,000.00 14 Credit line of long term loans in the amount of
Baht 20 million
12 Credit line of trust receipt/letter of credit in the amount
of Baht 80 million
12 Credit line of forward foreign exchange contract in the
amount of US Dollars 3.35 million
12 Credit line of bank overdrafts in amount of Baht 14.26 million
12 Letter of guarantee issued by bank in the amount of Baht
0.64 million
12 Credit line of promissory notes in the amount of Baht
20 million
รวม - 25,000,000.00
On December 4, 2012, the Company has released its restricted bank fixed deposits of Baht 25 million.
125Annual Report 2012 Jubilee Enterprise Public Company Limited
126
10. BUILDING AND EQUIPMENT
Movements of the building and equipment for the years ended December 31, 2012 and 2011
were summarized below:
Baht
Building Fixtures and
improvements office equipment Equipment Vehicles Total
Cost
As at January 1, 2011 4,756,612.59 18,539,522.68 15,647,990.11 2,623,092.15 41,567,217.53
Purchases/transfers in 3,850,755.38 11,001,595.64 976,840.64 - 15,829,191.66
Disposal/transfers out - (699,700.00) - - (699,700.00)
As at December 31, 2011 8,607,367.97 28,841,418.32 16,624,830.75 2,623,092.15 56,696,709.19
Purchases/transfers in - 16,645,558.38 417,000.11 5,473,531.78 22,536,090.27
Disposal/transfers out - (2,094,120.00) (521,540.30) - (2,615,660.30)
As at December 31, 2012 8,607,367.97 43,392,856.70 16,520,290.56 8,096,623.93 76,617,139.16
Accumulated Depreciation
As at January 1, 2011 1,288,251.41 9,296,556.30 14,387,245.95 1,497,885.92 26,469,939.58
Depreciation 1,192,658.18 3,473,198.33 875,903.82 524,618.39 6,066,378.72
Disposal/transfers out - (644,818.66) - - (644,818.66)
As at December 31, 2011 2,480,909.59 12,124,935.97 15,263,149.77 2,022,504.31 31,891,499.64
Depreciation 1,727,314.95 6,078,101.61 413,370.36 984,487.91 9,203,274.83
Disposal/transfers out - (412,103.67) (60,740.85) - (472,844.52)
As at December 31, 2012 4,208,224.54 17,790,933.91 15,615,779.28 3,006,992.22 40,621,929.95
Allowance for impairment of assets
As at January 1, 2011 - - - - -
Loss from impairment - 1,612,884.90 - - 1,612,884.90 of
of assets - 1,612,884.90 - - 1,612,884.90
Reversal loss from - - - - -
impairment of assets - - - - -
As at December 31, 2012 - 1,612,884.90 - - 1,612,884.90
Annual Report 2012 Jubilee Enterprise Public Company Limited
Baht
Building Fixtures and
improvements office equipment Equipment Vehicles Total
Net Book Value
Owned assets 6,126,458.38 14,987,289.99 1,361,680.98 - 22,475,429.35
Assets under finance leases - 1,729,192.36 - 600,587.84 2,329,780.20
As at December 31, 2011 6,126,458.38 16,716,482.35 1,361,680.98 600,587.84 24,805,209.55
Owned assets 4,399,143.43 21,805,899.46 904,511.28 - 27,109,554.17
Assets under finance leases - 2,183,138.43 - 5,089,631.71 7,272,770.14
As at December 31, 2012 4,399,143.43 23,989,037.89 904,511.28 5,089,631.71 34,382,324.31
127
Baht
2012 2011
Depreciation for the years ended December 31 was
included in selling and administrative expenses 9,203,274.83 6,066,378.72
As at December 31
The cost amount before accumulated depreciation
which have been fully depreciated and still in use 20,617,597.76 18,969,356.37
As at December 31, 2012
Rate of rent and service
Lessor Period fees per month Note
(Millions Baht)
Land including construction Third party 3 years 0.68 Can be renewing the contract
lease agreement
Space rental agreements Third party 1 - 3 years 3.05 Can be renewing the contract
if expired. (See Note 28.2.1)
Annual Report 2012 Jubilee Enterprise Public Company Limited
128
11. INTANGIBLE ASSETS
Movements of theintangible assets for the years ended December 31, 2012 and 2011 were
summarized below:
Baht
Computer Software Software under installation Total
Cost
As at January 1, 2011 167,040.00 3,498,400.00 3,665,440.00
Purchases/transfer in 5,466,325.00 2,224,755.00 7,691,080.00
Disposals/transfer out -000 (5,466,325.00) (5,466,325.00)
As at December 31, 2011 5,633,365.00 256,830.00 5,890,195.00
Purchases/transfer in 318,830.00 -000 318,830.00
Disposals/transfer out - (256,830.00) (256,830.00)
As at December 31, 2012 5,952,195.00 -000 5,952,195.00
Amortization
As at January 1, 2011 66,351.63 -00 66,351.63
Amortization/transfer in 1,385,218.82 -00 1,385,218.82
Disposals/transfer out - -00 -00
As at December 31, 2011 1,451,570.45 -00 1,451,570.45
Amortization/transfer in 1,955,128.08 -00 1,955,128.08
Disposals/transfer out - -00 -
As at December 31, 2012 3,406,698.53 -00 3,406,698.53
Book Value
As at December 31, 2011 4,181,794.55 256,830.00 4,438,624.55
As at December 31, 2012 2,545,496.47 -000 2,545,496.47
Baht
2012 2011
Amortization for the years ended December 31 was included in
administrative expenses 1,955,128.08 1,385,218.82
Annual Report 2012 Jubilee Enterprise Public Company Limited
Software
under installation
12. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS
Bank overdrafts and short-term loans from financial institutions as at December 31, 2012 and 2011 consisted of:
สถาบันการเงิน Type of credit 2012 2011 Unit Referred interest rate
129
First Bank overdrafts 14.26 15.00 Millions Baht MOR
Trust receipt / letter of credit 80.00 80.00 Millions Baht MLR
Promissory notes 20.00 20.00 Millions Baht MOR, Fixed deposit, MLR
Letter of guarantee 0.64 - Millions Baht MOR
Forward exchange contracts 3.35 3.35 Millions
US Dollar
Second Forward exchange contracts 100.00 100.00 Millions Baht
Credit lines
13. TRADE AND OTHER PAYABLES
Trade and other payables as at December 31, 2012 and 2011 consisted of:
Baht
2012 2011
Trade accounts payable 130,752,643.19 119,842,939.47
Other payables 12,541,432.44 11,571,708.89
Accrued expenses 27,763,582.91 21,890,920.17
Total 171,057,658.54 153,305,568.53
Annual Report 2012 Jubilee Enterprise Public Company Limited
Financial
Institutions
14. LOANS FROM FINANCIAL INSTITUTIONS
Loans from financial institutions as at December 31, 2012 and 2011 consisted of:
Baht
2012 2011
Loans from financial institutions 6,666,656.00 13,333,328.00
Less Current portion (6,666,656.00) (6,666,672.00)
Long-term loans from financial institutions - 6,666,656.00
วงเงิน (ล้านบาท) มูลหนี้ (ล้านบาท) Reference Interest rate
Lender 2012 2011 2012 2011 Period Per anum Repayment
ธนาคาร 20.00 20.00 6.67 13.33 Repayment 36 installments MLR Principal repayment on
since December 30, 2010 a monthly basis amount
Baht 0.56 million per month
Movements of loans from financial institutions for the years ended December 31, 2012 and 2011
were as follows:
Baht
2012 2011
Beginning balance 13,333,328.00 20,000,000.00
Increase - -
Decrease (6,666,672.00) (6,666,672.00)
Ending balance 6,666,656.00 13,333,328.00
130 Annual Report 2012 Jubilee Enterprise Public Company Limited
Credit lines
(Millions Baht)
Principal
(Millions Baht)
131
15. LIABILITY UNDER FINANCE LEASE
Liability under finance leaseas at December 31, 2012 and 2011 consisted of:
2012
Baht
Year Present value Deferred interest Minimum rental
1 1,997,543.77 244,261.75 2,241,805.52
2 - 4 3,723,614.59 190,299.19 3,913,913.78
Total 5,721,158.36 434,560.94 6,155,719.30
2011
Baht
Year Present value Deferred interest Minimum rental
1 1,036,951.97 131,551.71 1,168,503.68
2 1,262,577.02 84,494.07 1,347,071.09
Total 2,299,528.99 216,045.78 2,515,574.77
The Company had entered into a finance lease agreement for purchase of vehicle and equipment
which is payable monthly in the amount of Baht 0.22 million. As at December 31, 2012 the current portion
in the amount of Baht 2 million (In 2011: Baht 1.04 million) was presented under current liabilities
16. CURRENT PORTION OFLONG-TERM DEBTS
Current portion of long-term debts as at December 31, 2012 and 2011 consisted of:
Baht
Note 2012 2011
Loans from financial institutions 14 6,666,656.00 6,666,672.00
Liability under finance lease 15 1,997,543.77 1,036,951.97
Total 8,664,199.77 7,703,623.97
Annual Report 2012 Jubilee Enterprise Public Company Limited
132
17. EMPLOYEE BENEFITS
Post-employment benefit plan
Present value of employee benefit obligations as at January 1 -
Employee benefit expenses in the statements of comprehensive income :
Current service cost 668,251.00
Interest cost 210,604.00
Unrecongnised actuarial profit -
Previous service cost 2,650,139.68
Retired employee benefit -
Employee benefits obligations in the statements of financial position as at December 31, 2012 and 2011
consisted of:
Post-employment benefit plan
Present value of obligations 10,600,558.68
Previous unrecongnised service cost (7,071,564.00)
Employee benefits obligations - recognised in statements of financial position 3,528,994.68
The Companymade defined benefit plan in accordance with severance payment as the labour law
which entitled retired employee within work service period in various rates, such as more than 10 years to
receive severance payment not less than 300 days or 10 months of the last month salary.
The principal actuarial assumptions (expressed as weightedaverages) are as follows:
Discount rate 3.00%
Future salary increases 6.00%
Turnover rate 8.00 - 17.00%
Disability rate 10.00% of Thai Mortality Ordinary Table
Retirement age 60 years
Mortality rate Thai Mortality Ordinary Table 1997
3,528,994.68
962,735.22
291,309.00
(856,534.96)
1,848,808.44
(428,589.39)
5,346,722.99
7,596,197.04
(2,249,474.05)
5,346,722.99
Baht
2012 2011
Baht
2012 2011
3,528,994.68Present value of employee benefit obligations as at December 31
Annual Report 2012 Jubilee Enterprise Public Company Limited
Movement of the present value of employee benefits obligation and employee benefits expenses
instatements of comprehensive incomefor the year ended December 31, 2012 and 2011 as follows:
133
18. SHARE CAPITAL
The Company issued ordinary shares in the amount of 1,166,250 shares offering to exercise warrants
for directors and employees of 1,166,250 units (see Note 19) at par value of Baht 1 and the Company
registered the change of paid-up share capital from Baht 171.12 million to Baht 172.29 million with the
Ministry of Commerce on November 9, 2011.
The Company issued ordinary shares in the amount of 1,009,875 shares offering to exercise
warrants for directors and employees of 1,009,875 units (see Note 19) at par value of Baht 1 and the
Company registered the change of paid-up share capital from Baht 172.29 million to Baht 173.30 million
with the Ministry of Commerce on November 7, 2012.
19. WARRANTS
The Board of Directors’ Meeting held on July 2, 2008 and the Extraordinary Meeting of Shareholders held
on August 27, 2008, approved the issuance of Employee Stock Option Plan: ESOP in the amount of 4,997,500
warrants to the directors and employees. The preliminary details of the warrants are as described below:
Typeof Securities : Warrants purchasing ordinary shares of Jubilee Enterprise Public Company
Limitedto allotto the directors and employees.
Typeof Warrants : Specified warrant’s holder and not transferable.
Term of Warrants : 5 years from the issuing date of warrants.
Number of Warrants : 4,997,500 units
Offering Price : 0 Baht per unit.
Exercise Ratio : 1 unit of warrant to 1 ordinary share.
Exercise Price : Baht 1
Annual Report 2012 Jubilee Enterprise Public Company Limited
134
Exercise Period : The first 3 days after the Company issued warrants to directors and
employees exercisable at end of 1 year, 25% of the warrants
have been allocated.
The second 3 days after the Company issued warrants to directors and
employees exercisable at end of 2 years, 50% of the warrants
have been allocated.
The third 3 days after the Company issued warrants to directors and
employees exercisable at end of 3 years, 75% of the warrants
have been allocated.
The fourth 3 days after the Company issued warrantsto directors and
employees exercisable at end of 4 years, all of the warrants
have been allocated.
The fifth 7 days after the Company issued warrantsto directors and
employees exercisable at end of 5 years, all of the warrants
have been allocated
Holders of warrants are excercisable to ordinary shares, which is scheduled during October 28-30
of each year asfollows:
Year LotThe warrants which can
exercise to ordinary shares
The warrants which were
exercised to ordinary share
The warrants which were
not yet excercised
The warrants which were
canceled
2553 1 1,249,375.00 1,121,500.00 66,000.00 61,875.00
2554 2 1,315,375.00 1,166,250.00 - 149,125.00
2555 3 1,249,375.00 1,009,875.00 - 239,500.00
2556 4 1,249,375.00 - - -
Annual Report 2012 Jubilee Enterprise Public Company Limited
135
20 . DIVIDEND PAID
The Board of Directors’ Meeting held on August 8, 2012, a resolution was passed to approve the
payment of an interim dividend at the rate of Baht 0.30 per share, in the total amount of Baht 51.69 million.
At the Ordinary General Meeting of Shareholders held on April 23, 2012, a resolution was passed to
approve the payment of a dividend at the rate of Baht 0.29 per share, in the total amount of Baht 49.96 million.
The Board of Directors’ Meeting held on August 9, 2011, a resolution was passed to approve the
payment of an interim dividend at the rate of Baht 0.23 per share, in the total amount of Baht 39.36 million.
Subsequently,at the Ordinary General Meeting of Shareholders held on April 23, 2012, ratified such payment
of interimdividend.
At the Ordinary General Meeting of Shareholders held on April 19, 2011, a resolution was passed to
approve the payment of dividend at the rate of Baht 0.20 per share, in the total amount of Baht 34.22 million.
21. SHARE PREMIUM
Section 51 of the Public Limited Companies Act B.E. 2535 requires companies to set aside share
subscriptions received in excess of the par value of the shares issued to a reserve account (“share premium”).
Share premium is not available for dividend distribution.
22. LEGAL RESERVE
According to the Public Limited Companies Act B.E. 2535, the Company is required to set aside
a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward
(if any) until the reserve reaches 10 percent of the registered share capital. The legal reserve could not be
used for dividend payment.
Annual Report 2012 Jubilee Enterprise Public Company Limited
136
23. EXPENSES BY NATURE
Significant expenses by nature for the years ended December 31, 2012 and 2011 consisted of:
Baht
2012 2011
Changes in finished goods and work in process 63,830,273.68 75,392,781.87
Purchases of finished goods 197,658,496.79 131,664,277.43
Raw materials and supplies used 543,927,370.01 426,996,795.44
Employee expenses 70,117,444.76 55,396,402.52
Depreciation and amortization 14,147,527.10 7,725,238.88
Advertising and public relation expenses 10,941,013.91 7,308,685.51
Sale promotion expenses 115,737,016.33 83,985,204.87
Rental and service expenses 39,258,953.60 24,897,720.48
24. FINANCE COSTS
Finance costs for the years ended December 31, 2012 and 2011 consisted of
Baht
2012 2011
Interest expense 952,445.63 1,296,562.71
Bank charge - 1,500.00
Total 952,445.63 1,298,062.71
25. PROVIDENT FUND
The Company and its employees jointly registered a provident fund scheme under the Provident Fund
Act B.E. 2530. The fund is contributed to by both the employees and the Company. The fund is managed
by Kasikorn Asset Management Company Limited. This fund is registered under the conditions of Ministry
of Finance and the fund is managed by the approved fund manager.
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137
26. SEGMENT INFORMATION
Management considers that the Company operates in a single line of business, operate a business
as a retail and wholesale of jewelry, and has therefore only one business segment.
Management considers that the Company operate in a single geographic area, namely in Thailand,
and has therefore only one geographic segment.
27. INCOME TAX
Incomes tax for the years ended December 31, 2012 and 2011 was calculated at a rate of 20 percent
of profit before income tax after adding back reserve and expenses that are not allowed to hold as an
expensein calculating income tax and less of income exempt included as income. The tax rate which used to
calculate income tax is the rate according to Decree No. 467 (2007), dated October 7, 2007. The Company
recorded the corporation income tax as expense for each of the year and recorded the accrued portion as
liabilities in the statements of financial position.
28. COMMITMENTS
As at December 31, 2012 the Company had commitments as follows:
28.1 Commitments from letters of guarantee
The letters of guarantee issued by banks used as collateral for the production of
goods agreement paid in the amount of Baht 0.64 million (see Note 12).
28.2 Commitments under the agreements:
28.2.1 Paid under space rental agreements with other persons, the monthly rental and
service fee is in the amount of Baht 3.73 million (see Note 10).
28.2.2 Paid under the computer software agreement with other person in the amount of Baht
0.33 million, and paid under purchase and maintenance computer software in the
rateof Baht 0.59 million per year.
28.2.3 Paid under renovated sales office in agreement in the remaining amount of Baht
0.56 million.
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29. DISCLOSURE OF FINANCIAL INSTRUMENTS
Accounting policies
The detail of significant accounting policies and methods used, classification of financial assets and
financial liabilities including valuation, basis of recognition of income and expenses are disclosed in Note 3.
Financial risk management policies
The Company is exposed to the fluctuations in interest rate and foreign exchange rates in the mar-
ket and the risks from default on the agreement by counterparties. The Company had the risk management
polices as follows:
Interest rate risk
Interest rate risk is the fluctuation of the market interest rate in the future which will affect the
Company’s operation and cash flows. The Company has the interest rate risk from cash and deposits at
bank and loans because the interest rate of financial assets and financial liabilities fluctuated based on the
market rate. In addition, the Company has not engaged in any hedging contracts.
Foreign currency risk
The Company’s exchange rate risk primarily involves the purchases of goods in foreign currencies. As
at December 31, 2012 and 2011 the Company had assets and liabilities in foreign currencies as follows:
2012 2011 2012 2011
Hedging
US Dollars - - 260,665.89 708,221.04
Non-Hedging
US Dollars 39,482.46 27,793.17 877,601.99 1,720,541.99
Hong Kong Dollars 9,919.00 20,882.10 - -
Singapore Dollars 3,842.00 - - -
Renminbi (Republic of Chaina) 734.00 2,710.00
Annual Report 2012 Jubilee Enterprise Public Company Limited
Assets in
foreign currency
Liabilities in
foreign currency
139
Credit risk – trade accounts receivable
The Company has a policy on hedging credit risk from trade accounts receivable by forming conser-
vative credit policy and determining that the receipt from sales of goods be made partial advance payment
for goods. Therefore, the Company expects that the loss from collection of those trade accounts receivable
should not exceed the provision for doubtful accounts.
Fair value
Most of the financial assets are cash at bank and trade accounts receivable which are short-term
credit and financial liabilities. Most of the financial liabilities are trade accounts payable and loans with its
interest rates close to the market rate. The carrying amount of the financial assets and financial liabilities are
not significantly different from their fair value.
30. RECLASSIFICATION
The Company has reclassified certain accounts in the statements of comprehensive income for the
year ended December 31, 2011 to conform with the presentation of the financial statements of this year
which consisted of:
2011
(Unit : Baht)
Before After
reclassification Reclassification reclassification
Statement of comprehensive income
Selling expenses 145,180,570.83 9,443,861.26 154,624,432.09
Administrative expenses 80,938,379.06 (9,443,861.26) 71,494,517.80
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140
31. EVENT AFTER THE REPORTING PERIOD
The Board of Directors’ Meeting held on February 22, 2012, a resolution topropose to the Ordinary
General Meeting of Shareholders to approve the payment of a dividend at the rate of Baht 0.30 per share,
in the total amount of Baht 51.99 million.
32. APPROVAL OF FINANCIAL STATEMENTS
These financial statements have been approved for issue by the Company’s Board of Directorson
February 22, 2013
Annual Report 2012 Jubilee Enterprise Public Company Limited