jubile: jubilee enterprise public company limited | annual ... · 14 annual report 2013 jubilee...

Contents

Board of Director 12

Executive Management Team 13

Message from the Board of Directors 14

General Information 15

Financial Highlight 17

Nature of Business Operation 18

Risk Factors 23

Shareholding Structure 35

Management Structure 36

Corporate Governance 47

Corporate Social Responsibility 60

Internal Audit 63

Related Transaction 64

Director and Management Team 70

Conclusion of Financial Status and Results of Performance 78

Report of the Audit Committee 99

The Board of Director’s Responsibilities in Respect of the

Financial Statement to Shareholders 101

Financial Statement 103

12 Annual Report 2013 Jubilee Enterprise Public Company Limited

Manu LeopairoteChairman

Amnuay Nakruchata-amornChairman of the Audit Committee

Zonwa DenmekaAudit Committee

Pirote MaleehormAudit Committee

Sahasroj RojmethaDirector

Suvatana TulayapisitchaiDirector

Unyarat PornprakitDirector

Board of Director

Viroj PhonprakitVice Chairman

Annual Report 2013 Jubilee Enterprise Public Company Limited 13

Viroj PhonprakitChief Executive Officer

Suvatana TulayapisitchaiDeputy Senior Chief Executive Officer

Management

Unyarat PornprakitChief Financial Officer

Yuttana TaepangthongDirector - Finance & Accouting Department

Varit SaimalaDirector - Purchasing Department

Warawut SettanaragSemior Director - Internal Audit Office

Sophon AroonsuraphonmaytheeMarketing Director


MESSAGE FROM THE BOARD OF DIRECTORS

Thailand ‘s economic growth was slower than expected in 2013 due to sluggish global economic recovery

and warning effects from government measures to stimulate the domestic economy. The year 2013 is deemed

as another achievement of the Jubilee Enterprise Public Company Limited. Although the situation from outside and

the competition is very challenging, the company focus on quality and design development and diamond selection

imported from Belgium where the best hub of the world in diamond cut is.

Moreover, we also have focused develop the diamond jewelry industry in Thailand in order to meet the

international standards accepted by Thais and foreigners. To reach the customer’s satisfaction with CRM strategies

can be able to strengthening brand loyalty results the company’s total revenue of 1,462.14 Million Thai Baht

equivalent to 19% increase from the year 2012, net profit of 202.80 Million Thai Baht equivalent to 22% increase

from the year 2012

With dedication in this industry; therefore, we, the Jubilee Enterprise Public Company Limited, are now

the leader of diamond jewelry and diamond retail business in Thailand. We are the pioneer of the retail company

in diamond and jewelry and we are only one company listed into Market for Alternative Investment (mai). We,

nowadays, are the first rank company who has totally 108 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, and standardization of the

jewelry use and the provision of the international diamond certification for the customer in Thailand. This results to

the honorable award called SET AWARDS 2013, organized by the Stock Exchange of Thailand in association with

Money & Banking Magazine, in the field of the Best CEO, Best Investor Relations Award and the Outstanding

Company Performance Awards.

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 Viroj Phonprakit

Chairman of the Board of Directors Chief Executive Officer


GENERAL INFORMATION

Company Name : Jubilee Enterprise Public Company Limited (JUBILE)

Registration No. : 0107551000177

Type of Business : Retailer of diamond jewelry carat diamond and loose diamond

Headquarter office : 179 Bangkok City Tower, 10 Fl., South Sathorn Road, Thungmahamek

Sathorn, Bangkok 10120

Telephone : 02-625-1188

Fax : 02-625-1100

Home Page : www.jubileediamond.co.th

Registered Capital : 175,000,000 Baht

Paid-up Capital : 174,273,125 Baht

Par Value : 1 Baht

Contacted Person : Mr. Yuttana Taepangthong and Ms. Patcharawalai Atichatipjinda

E-mail : [email protected]

Reference

Securities Registrar : Thailand Securities Depository Co., Ltd. (TSD)

62 The Stock Exchange of Thailand Building

4, 7 Floor Rachadapisek Klongtoey Bangkok 10110

Tel. 02-229-2800 Fax. 02-235-1259

Auditor : PV Audit Co., Ltd. or ANS Audit Co., Ltd. (Former)

Mr Prawit Wiwanthananut, CPA Licence No 4917;

Mr Athiphong Athiphongsakun, CPA Licence No 3500;

Mr Banchong Phitchayaprasat, 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


Total Revenue (MB)

1,200

100

800

600

400

200

02011 2012 2013 2011 2012 2013 2011 2012 2013

400

300

200

100

0

800

600

400

200

0

2011 2012 2013 2011 2012 2013

1,600

1,400

1,200

1,000

800

600

400

200

0

250

200

150

100

50

0

Net Profit (MB)

Total Asset (MB) Total Liabilities (MB) Shareholder’s Equity (MB)


FINANCIAL HIGHLIGHT


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. The company increased the register

capital and develop continuously as following

Timeline and Milestone in brief is as follows;

Year Incident

1993 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.

1994 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.

1995 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.

1997 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.

2001 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.

2003 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.

2005 The company had 45 branches in total nationwide.

2006 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.

2007 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.


Year Incident

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 bought the inventory from Jubillee Diamond Partnership where it had commercial relationship with Mr. Suntorn Pornprakit, the manager of Jubillee Diamond Partnership, who is the father of Mr. Viroj Phonprakit, the deputy Chairman of the Board of Directors and CEO of the company, granted the right to enjoy the building belonged to the Jubillee Diamond Partnership for the company to open the new branch at Sapan Lek selling the diamond under the brand called “Diamnond center” and “Jubillee Diamond”.

2008 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 resolution 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 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.

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.

2009 On 9th November, 2009, the company has entered into mai stock market. On 31st December, 2009, the company had 73 branches in total.2010 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.

The company expanded the additional braches from 73 to 78 dated on 31st December, 2010.


Year Incident

2011 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.

The company expanded the additional braches from 78 to 79 dated on 31st December, 2011.

2012 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 (ac cording 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 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 branches from 79 to 95 dated on 31st December, 2012.

2013 During 28-30th October, 2013, the company 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 8th November, 2013, the company registered the amount of the paid up capital from THB 173,297,625 to THB 174,273,125 at the Department of Business Development, the Ministry of Commerce.

20th November 2013, the company won the SET Awards 2013 in Best CEO, Best Investor Relations and Outstanding Company Performance. The award initiated by the Stock Exchange of Thailand in conjunction with the Money and Banking Magazine

The company expanded new branches from 95 to 108 as of 31st December, 2013.


The company’s branches expansion for the year 2013 was totally 108 branches : opened 15 branches and closed 2 branches from 95 branches in the year 2012 as following:

The new branches operated in 2013

1. Central Plaza – Ram-Intra

2. Robinson – Karnchanaburi

3. Robinson – Ayuthaya

4. MBK Center

5. Central Plaza – Ubonrachathani

6. Robinson – Chonburi

7. Promenada – Chiangmai

8. Central Plaza – Rama 3

9. Robinson – Saraburi

10. Central Festival – Chiangmai

11. Central Festival Department Store – Chiangmai

12. Central Festival – Had Yai

13. Central Festival Department Store – Had Yai

14. Robinson – Surin

15. Tesco Lotus – Chalong Phket

Branch closed down in 2013

1. Robinson – Rachada

2. MBK Center


Vision & Mission

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 develop-ment of manufacturing technologies;

Mission

To be Thailand’s leading retailer of diamond jewelry

Value added to the organization, shareholders and stakeholders.

To continuous develop product quality and professional service

To create brand and image to worldwide

To develop human resources continually

To focus on Good Corporate Governance, Risk Management, Internal Control

Purpose of business

The company aims to lead the business on diamond and diamond jewelry retail in Thailand by develop-ing 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.

Revenue Structure

(Unit: million baht)

2011 2012 2013

By Product Amount Percentage Amount Percentage Amount Percentage

1. Diamond Jewelry 793.19 89.39 1,089.34 88.84 1,334.94 91.30 2. Carat Diamond 88.36 9.96 131.05 10.69 120.42 8.24 3. Service fee 5.77 0.65 5.84 0.47 6.78 0.46

Total 887.32 100.00 1,226.23 100.00 1,462.14 100.00


RISK FACTORS

During 2013, Thailand passes the huge inundation and accepted to pay minimal wage at 300 baht per day.

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 2010-2013, 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 2007-2013. 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 includ-

ing 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.

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, 2013. 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 Ware-

house Department. All transfers will be insured at all time while the value of each transfer shall not be exceeding

THB 400,000 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.

To enter the strong room (located in the warehouse), it needs 2 keys inserting at the same time

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.

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 disburse-

ment 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.

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

employees 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 ap-

plied 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. Moreover, 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 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, 2013, the net asset of

the company is equal to THB 565.48 million or equivalent to 59.26% of the total asset and 90.33% 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 cus-

tomer’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 produc-

tion around 3-5% and have less impact for the profit gain.

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 redesign 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 director and 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 director contributes the risk in administration and management.

However, the company has followed the guideline for management by assigning the duties and responsi-

bilities 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.

7 Risk based on investment expansion

The company has the plan to expand the branch in the future for the customer in Bangkok and surround-

ing 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 invest-

ment 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 2013, the company

loss from the exchange rate around THB 3.75 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.

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 2011 to the 4th quarter

of the year 2013 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, 2013, the company

has the diamond at 1 carat or upper as equaled to 5.44 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.

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

USD

/Car

at


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 year 2013, the price slightly

decreased to USD 1,597.60 in March and USD 1,235.30 in June until December 2013, the price went down to

USD 1,203.40 per ounce.

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 diamond

Due to the nature of the rough diamond and cutting technique, the big diamond has less demand than

the small ones. Usually, the order of the big diamond shall be made in advance from the gem cutter 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, 2013, the company had 108 branches focusing the individual customers and retail pur-

chase. These branches were located in the rental area belonged to the company totally 56 branches and another

14 branches were belonged to the franchise distributors and located at the shopping mall and the 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, 2013, the company had rental areas for 56 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 owner-

ship 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 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 is-

suing 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 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.


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.


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 situa-

tion and the company operation performance.

SHAREHOLDING STRUCTURE

Capital RegisteredAs at December 31, 2013, the company’s registered capital of 175,000,000 THB, with paid up capital

of 174,273,125 THB at par value of 1 THB per share

Major Shareholder

Major shareholders’ report as of 29 December 2013 :

ShareholderPaid Up Capital

Share %

Mr. Viroj Phonprakit 72,341,400 41.51

Mrs. Suvatana Tulayapisitchai 12,249,000 7.03

Mr. Monchai Leesirikul 7,000,000 4.02

Ms. Unyarat Pornprakit 6,249,000 3.59

Mr. Akarapong Pornprakit 6,007,500 3.45

Ms. Ornrat Pornprakit 5,505,000 3.16

Mr. Jarasphan Panchasap 4,300,000 2.47

K SME Venture Capital 3,515,600 2.02

Mr. Kachen Benjakul 3,317,100 1.90

Mr. Naphat Panchakunathorn 2,255,000 1.29

Mrs. Chantana Luekajornchai 2,050,000 1.18


Board of Directors Corporate Secretary

Advisor ofBoard of Directors Audit Committee

Executive Committee Internal Audit Office

Chief Executive Officer

Senior Deputy ChiefExecutive Officer

Chief OperatingOfficer

DirectorMarketing

Department

DirectorProduction Department

DirectorSales

Department

Chief FinancialOfficer

DirectorF & A

Department

DirectotHR

Department

DirectorPurchasingDepartment

MANAGEMENT STRUCTURE 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, 2013, 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;

- Of the total number of board members, at least one-third and no fewer than three persons must be independent directors. - The Audit Committee shall have at least 3 persons

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


Qualification of the Independent Director

The Independent director of the company shall meet the qualification and have independent authority 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 shareholders, 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, subsidiary, 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 business 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 shareholder, 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 Executive, 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 independent 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.

Structure of the Board of Directors

In 2013, 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


*Updated at the record date on 29th December, 2013

The company has corporate secretary and the advisor who provides the suggestion related to regula-tions 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.

The Board’s responsibilities

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, business dissolution or partial or whole take-over, business purchase or acquisition, adjustment of memorandum or regulation, etc. 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 compnay’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.

Amonth Ratio Name Position Length of term of share of share holdings* holding

1 Mr.Manu Leopairote Chairman of the Board/ Independent director 2008 - present 200,000 0.10

2 Mr.Amnuay Nakruchata-amorn Chairman of the Audit Committee/ Independent director 2008 - present 67,550 0.04

3 Mr. Pairote Maleehorm Audit Committee/ Independent director 2008 - present 25,000 0.01

4 Ms. Zonwa Denmeka Audit Committee/ Independent director 2008 - present - -

5 Mr. Sahasroj Rojmetha Independent director 2008 - present 100,000 0.06

6 Mr. Viroj Phonprakit Vice Chairman/ President of Executive Committee / 2008 - present 72,341,400 41.51 Chief Executive Officer

7 Mrs. Suvatana Tulayapisitchai Director/ Deputy Senior Chief Executive Officer 2008 - present 12,249,000 7.03

8 Ms. Unyarat Pornprakit Director/ Chief Financial Officer 2008 - present 6,249,000 3.59


Appointment, Resignation and Termination of the Director

The regulation of the company provided that the director shall be appointed at the shareholder’s meet-ing. 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 of-fice, 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.

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.

Corporate Secretary

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;

Duties and responsibilities of the Corporate Secretary 1. preparing and keeping the following documents: - a register of directors; - a notice calling director meeting, a minute of meeting of the board of directors and an annual report of the company; - 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.

COMMITTEES

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, 2013, 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.

Scope of Duties and Responsibilities

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. 2. Internal control and audit - To set up the Internal Control and Audit appropriately and effectively and to evaluate the independency 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. - To consider the audit plan and scope of the audit consucted by the internal auditor and 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: - Opinions on accuracy, completeness and reliability of the company’s financial statements - Opinions on adequacy of the company’s internal control system - Comments the Company’s on compliance with laws on relevant SEC, SET and Capital Market Supervisory Board (CMSB) rules and regulations, or laws applicable to the company’s businesses - Comments on suitability of the auditor - Comments on transactions that may lead to conflicts of interest - Numbers of the Audit Committee meetings and attendances of each of the Audit Committee members - Comments or overview observation which the Audit Committee has obtained from performing in compliance with the Charter - Any reports considered appropriate for notifying corporate shareholders and general investors 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.

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 Phonprakrit Chairman of the Executive Committee/ Chief Executive Officer 2. Mrs. Suvatana Tulayapisitchai Exeuctive 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.


Director who has authority to sign on behalf of the company

Based on the Board’s resolution No. 2/2555, the Director who is authorized to sign on behalf of the company is Mr. Viroj Phonprakrit or Ms. Unyarat Pornprakit or Mrs. Suvatana Tulayapisitchai. Two-third of these Directors shall co sign on the document with a company’s seal.

Scope of duties and responsibilities

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

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 interest 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 Execu-tive 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.

The Management Team

On 31st December, 2013, there were 8 Executives as appeared below:

1. Mr. Viroj Phonprakrit 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

Scope of duties and responsibilities

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.

SELECTION OF DIRECTOR AND MANAGEMENT

Board of Directors

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 Committee 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.

DIRECTOR AND EXECUTIVES’ REMUNERATION

Cash remuneration

Refer to the Annual General Meeting of Shareholders dated on 23rd April, 2013, the meeting has approved the meeting 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 1,000,000 per year. The details of meeting attendance and those payments for the direcotors and executives as follows;


No. Name of the Director Statatistic of attendance in the meeting

2011 2012 2013

1 Mr. Manu Leopairote 5/5 6/6 5/5

2 Mr. Viroj Phonprakit 5/5 6/6 5/5

3 Mrs. Suvatana Tulayapisitchai 5/5 6/6 5/5

4 Ms. Unyarat Pornprakit 5/5 6/6 5/5

5 Mr. Sahasroj Rojmetha 5/5 6/6 5/5

6 Mr. Amnuay Nakruchata-amorn 5/5 6/6 5/5

7 Mr. Pirote Maleehorm 5/5 6/6 5/5

8 Ms. Zonwa Denmeka 5/5 6/6 5/5

Type of directorship 2011 2012 2013

Meeting fee/ time Meeting fee/ time Meeting fee/ time

Chairman of the Board of Directors 40,000 40,000 50,000Chairman of the Audit Committee 14,000 14,000 18,000Vice chairman 15,000 15,000 18,000Audit Committee/ Independent director 12,000 12,000 15,000Executives 12,000 12,000 15,000

Executives’ remuneration 2011 2012 2013

Salary 8 17,722,970.00 8 17,945,763.00 8 19,005,120.00

Bonus 8 3,585,195.00 7 5,455,516.70 7 3,468,997.50

Provident fund 8 495,989.10 8 538,072.89.00 8 569,853.60

Total 21,804,154.10 23,939,352.59 23,043,971.10

Stattistic of the Director and Executives’ attendance in the meeting during 2011-2013

Meeting fee

Executives

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.


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;

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.

Name of Director 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

1 Mr. Manu Leopairote 200,000 4.00 0.112 Mr. Viroj Phonprakit 249,000 4.98 0.14 3 Mrs. Suvatana Tulayapisitchai 249,000 4.98 0.144 Ms. Unyarat Pornprakit 249,000 4.98 0.145 Mr. Sahasroj Rojmetha 100,000 2.00 0.66 Mr. Amnuay Nakruchata-amorn 155,000 3.10 0.97 Mr. Pirote Maleehorm 130,000 2.60 0.78 Ms. Zonwa Denmeka 130,000 2.60 0.7


CORPORATE GOVERNANCE 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. Rights 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 sharing, ac-cess of the information and meeting participation fot voting, appointing and removing the directors, appointing the auditor and approving the special resolution and etc. During 2013, the company organized and operated as follows;

Shareholder’s meeting

On 2013, the company organized the Annual General Meeting of shareholders with the following details:

The 2013 Annual General Meeting of shareholders dated on 23rd April, 2013 at 14.00 p.m. in Ballroom, 38 Fl. , Pullman Bangkok G located at No. 188, Silom Rd., Bangrak, Bangkok 10500. The total participants were 162 person : 106 in persons and 56 persons were proxy. The total participant sharesholders were 123,659,791 shares which were equal to 71.36% of the ordinary and paid-up shares. The Board cpmposed 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;


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 2013 annual general meeting of shareholders. 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.

During the shareholders’ 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 agendas.

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 2013 annual remuneration. The resolution was accorded by the two-third of

the shareholders’ votes in the meeting while they were qualified to vote.


8. Prior to vote, the Chairman of the meeting would allow the shareholders to ask the question and details for clarity.

9. The Chairman 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.

After the 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.

2. Equitable Treatment

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 share-holders’ fundamental rights will be protected and treated in the equal basis.

In terms of proposing the agendas and nomination for the 2013 annual general meeting of share holders, 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’r 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 2013 annual general meeting of shareholders.

The Board organized the meeting that treated all shareholders to be treated equally and 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.

The Board acknowledged the connected transactions and considered the appropriateness 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.

The company set the responsibilities of the Executives and department 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 share holders, to the outsiders or whom has no relevant duties unless it is for public dissemination according to the SET regulation.


The company provided that the Directors and Executives shall submit the securities holding report including the change of such holding to the company.

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 : 02-625-1188 ext. 3100 Website : www.jubileediamond.co.th/investor relation E-mail address : [email protected]

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;

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 persom.

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 2013, 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;

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.

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 dis-seminated it to the Board, Executives and employees to adhere and implement it as key compliance. During 2013, 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:

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.

Community and Environment – the company implemented the policy on Corporate Social Respon sibility : 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 2013 constantly:

- support the activities for Benjamarachalai School Alumni Association - Donate to Home for Children with Disabilities “Nontapum” - Donate to Fantastic Fundraiser Project

For other activities, the company continued to support constantly. For the example, the company financially supported the Natioanal Fund for Empowerment of Persons with Disabilities under the supervison of the Ministry of Social Development and Human Security at the sum of THB 328,500 and joined the activities related to sport and educational support in various universities.


Customer – the company has dedicated to help the customer’s satisfaction with the porodcuts 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 as sets 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.

The company has performed it duty to the State by operating its business under the law 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 - The company has conducted its business within a framework of free and 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 – the company has clear and concrete policy related to safety, welfare and 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.

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.jubileedi amond.co.th constantly.

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 investors. The activities related with the investor relations

in 2013 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

For communication between the company, shareholders and investors, please contact Mr. Yuttana Taepangthong, Director of Accounting and Finance or E-mail at: [email protected]

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, finan-cial 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.

To comply its responsibilities with due diligence and integrity including to follow the law, purpose, company’s regulation and the Board and shareholders’ resolutions with the concern of the share holders’ interest fairly and to reasonably conduct under the same circumstances. During 2013, the company lawfully carried on its business and did not violate the SEC and SET regulations.

To promote and approve the policy on the good governance in written and to monitor such policy at least once a year.

To prepare the ethical code in written for all Directors, Executives and employees to understand the ethical standard that the company applies in its operation and to ensure the strict compliance.

To consider the conflict of interest by having the clear guideline and focusing the company and shareholders’ interest mainly while the stakeholder has no participation to make decision 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.

To have the control system in finance and legal and policy compliance and provide the independent person or department monitoring the control system as well as to review such system at least once a year.

To consider the overall Risk Management by allowing the management team being 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 the Board, 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

To consider the criteria and the process of the Directors and Executives selection including 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.

Termination of the Board of Directors

Apart from the termination 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.


Board of Directors’ Meetings

The company provides the Board of Directors’ meetings in advance at least once a quarter 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.

The Chairman of the Board shall have sufficient time to manage the meeting compared 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.

Every year, the independent directors shall have their own meeting if they deem appropriate in

order to discuss certain issues related to management without management team.

The Board shall encouragethe President to invite the Executives participating the Board of Directors’

meetings in order to provide additional input as they have direct involvement.

The Board shall access the additional information if it deems necessary from the President or other

Executives or any authorized person within the scope of the policy as provided.

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 Chief Executive Officer

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 recommendation 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.

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.

Remuneration

The director’s remuneration shall be in comparison with other companies that are similar 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’s remuneration shall be based on the principle and policy provided by the Board 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 company encourages all Directors including the Secretary to have a training from the Thai Institute of Directors and other institutes in order to understand and develop the good governance system in the current situation. During 2013, all Directors have passed the training from such institute.

Executive Succession Planning

The executive succession planning is made in order to ensure that the company will have the Execu-tive 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 HR 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;

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

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.

Employee

On 31st December, 2013, the company have had 290 employees which can be listed down accoding to the following departments:

Department Number of employees 2011 2012 2013

Marketing and Product DevelopmentSale and Promotion Production Accounting / Finance Human resources amd General administration Purchasing

Total

12148201472

203

171812316112

250

172172417132

290


Type of remuneration

Cash remuneration

2011 2012 2013Salary and Bonus 34.03 46.70 63.02Commission fee 40.10 51.44 53.83Provident fund 1.16 1.44 1.83Employee’s welfare 0.54 1.84 2.40

Total 75.83 101.42 121.08

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.

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.

Human Resource 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 op-portunity 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.


Corporate Social Responsibilities

The company’s sustainability growth is to respond to our social and environment and be part of daily business operation.

Vision

To create values with precious diamond jewelry of the companyfor all people with innovations on product

design, counter brand and display management with efficiency and material selection with development of

manufacturing technologies.

Value

1. Innovative business process and distribution

2 Continuous product innovation

3 World leading material sourcing capability

4 Transparent and ethical in business operation

5 Employee wellbeing and career development

6 Creating new business and employment opportunity

As shown from the company’s vision and value, reflect to the company’s operating policy as follow:

1. Ethical Business Operation

The company has set the standard of knowledge giving to customer about certificate from World Class International Institution both HRD (HogeRaadvoorDiamant) from Europe and GIA (The Gemological Institute of America) America in order to clarify the qualification of each diamond.

Being the company suppliers shall clarify the source of diamond and need to be member of

reputation diamond association such as DTC Sight holder. The company shall not purchase conflict

diamond.


Evaluation of Diamond Advisor Performance is not only sales target oriented but also honesty, service and customer satisfaction.

Fair trade competition with respect of copyright and intellectual property. The company has no argument with competitors for the above mentioned issue.

2. Anti-Corruption

The company is committed to conducting business with transparency, integrity and compliance with regulatory requirements as well as good corporate governance practices. All products can be audited by Office of the Consumer Protection and be certified by International Institutions.

It is prohibited to offer or receive any form of bribe or inducement, or to direct anyone else to conduct such an act on one’s behalf.The company faced with some employee who steals the company’s information for someone’s personal business. The company asked for police to take legal action against that employee as it is consider that Corruption cannot be compromised.

3. Respect on Human Rights and Labor Justice, Community and Social Development

The company’s philosophy of Corporate Social Responsibility is focusing on diamond jewelry industrial growth and creating value on diamond jewelry wearing

We are family’s focusing organization. The company trusts that wedding ring or engagement ring is asset from parent or family give to their son/daughter.It’s symbol of starting a family. Jubilee is the first organization for launching product related with family such as Mother’sday.Recently, the company launching Telsa Collection (Telsa is feminine name) in Mother’s Day in order to motivate customer or interested people realize the important of this traditional and give her for value gift.

The company’s recruitment policy consider local people for the first priority in order to spend their time with family after working hour and not to leave family to work in big cities. One good example, one of our employee has problem with water crisis at her community, the company donate boat and money once we visit her.

Nowadays, diamond jewelry industry is not only family business. The company‘s career path is for any peoplecan make a huge revenue with their own integrity, honesty, endurance with or without high degree.


Mr. VirojPhonprakit, Chief Executive Officer is the person who gives precedence to the above mentioned and is the person to perform as following:

He is the person who originated “Diamond Advisor” in Thailand as previously seller must be family owner only

He is the person who gives direction of product design and production for Mother’s Day Collection

He is the person who gives direction of product design for family style


INTERNAL AUDIT & RISK MANAGMENT

INTERNAL AUDIT

The 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 operationsof administration sector; information technology and communication system; and monitoring system. The Board of Director 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 share-holders, 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 certified public accountant in the accounting year round in 2013, the Company wasrecommended 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 2013.

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.


RELATED TRANSACTION

The Company had related transaction or any person by nature that shall be in conflict. The Company delicately takes therelationship of relevant individuals or businesses into account and perceives them on actual engagement rather than legal binding or forming of contracts, this also includesanycompanies with executive member or person whom shall be in conflict and be in position of the Committee and/or main share-holder 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: tive 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.

Company Type of Business

Affiliating person(s) in charge of member (s) of the Board of Directors

Share-holding (in percent)

Relationship with the Company/member(s) of the Board of Directors

Relationship with Related

Transaction Remarks Current

Status

1. Jubilee Jewelry

Manufacture

Company Limited;

Trades of

jewelry;

Trades of

jewelry;

Trades of

jewelry;

1) Miss OrnratPornprakit;

2) Miss ChanapornPornprakit;

3) Mr. Rat Pornprakit;

4) Mr. BoonritPornprakit;

5) Mr. SoontornPornprakit;

6) Other persons without conflict;1) Mr. SoontornPornprakit;

2) Other persons without

conflict;

1) Mr. SoontornPornprakit;2) Miss ChanapornPornprakit;

14

14

14

14

16

281

99

30

10

N/A

N/A

N/A

Activated

Activated

Activated

Currently, this Company

has terminated its

trades on decorations

and ornaments; it is

running a business

There is none of business cooperation and is a

business competitor, but there is none of selling

order since 2006.

There is none of business cooperation and is a business competitor.

Mr. Viroj’s daughter;

Mr. Viroj’s older sister;

Mr. Viroj’s younger brother;


Mr. Viroj’s father;




2.Bangkok Diamond and Precious Stone Exchange Company Limited;*

3.ZuiHuaPartnership;






Trades of

jewelry;

Rental of

Office

Buildings;


2) Miss ChanapornPornprakit;

3) Mr. BoonchaiPornprakit;


5) Mr. Rat Pornprakit


conflict;

3) Mr. BoonchaiPornprakit;


5) Mr. Rat Pornprakit

6) Ms. MaleePornprakit

1) Mrs. SuvatanaTulayapisitchai;

2) Mr.VirojPhonprakit;

3) Ms.UnyaratPornprakit;

16

14

14

14

14

28

10

10

10

30

80

16

4



Mr. Viroj’s older brother;



Mr. Viroj’s older brother;



Mr. Viroj’s mother;

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;

4.ZuiHua Syndicate Limited

5.J.B. Assets Company Limited;



Status

N/A

N/A

Activated

Activated

There is none of business cooperation 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






Rental of

Lands;

Development

of Property;

Development

of Property;

Molding of

copper and

brass items,

coins, tokens or

amulets;

* Mr. SoontornPornprakit had resigned from a member of the Board of Directors of the Bangkok Diamonds and Precious Stone Exchange Company Limited, since 20th February 2009.



conflict;

1) Mr. CharnTulayapisitchai;2) Other persons without conflict;

1) Mr. CharnTulayapisitchai;2) Other persons without conflict;

1) Mrs. SuvatanaTulayapisitchai;2) Mrs.SukanyaAramsinchai;3) Mrs. KachooSaeteow;4) Other persons without conflict;

9

91

40

60

40

60

16

16

16

52


Mrs. Suvatana’s older

brother;

Ms. Suvatana’s older

brother;

Mr. Viroj’s wife and mem-

ber of Board of Directors;

Ms. Suvatana’s older sister;

Ms. Suvatana’s mother;

6. On-Nut Diamond Company Limited

7. C.K. Diamonds Company Limited;

8.K and C Lands Real Estates Company Limited;

9. Hang Hsu Zeng Company Partnership;



Status

N/A

N/A

N/A

N/A

Activated

Activated

Activated

Activated

It runs different type of business, and there is none of any business

cooperation.


cooperation.

It runs different type of business, and there is none of any business cooperation.


cooperation.

staff members of Jubilee and as per the date of 30 September 2009, the J.B. Assets Company Limited is located on

Ramindra Road.


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 share-holder, as 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 carat 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 ZuiHua Diamonds Partnership and ZuiHua Syndicates Company Limited.

For J.B. Assets Company Limited; On-Nut Diamond Company Limited; C.K. Diamonds Company Limited; K and C Lands Real Estates Company Limited; and Hang Hsu ZengCompany 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, ZuiHuaDiamonds Partnership and ZuiHuaSyndicates Company Limited.


MEASURES WITH PROCEDURES ON RELATED TRANSACTION

According to the Board of Director’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 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 Chief Operation Officer 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 stake-holders, for this instance, shall not be able to participate in granting of approval on such matter, the Company shall entrust the Audit 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 Audit Committee shall not be knowledge-able 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 Audit 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 Company. 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.


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. SoontornPornprakit 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. VirojPhonprakit in all cases.


Director and Management Team

Name & Position Age Education % of share

holding

Working Experience

Period Position Company

Relation among family within the company

1. Mr. Manu Leopairoj

Chairman / Independent

Director

71 0.11 -- 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):

2008 – present

2012 - present

2010 - present

2006 - present

2004 - present

2004 - present

2004 - present

2004 - 2012

1999 – 2004

1999 - 2004

Chairman / Independent

Director

Chairman

Chairman

Chairman / Chairman of

Audit Committee

Chairman

Chairman

Audit Committee

Chairman of Audit Committee

Permanent Secretary

Chairman

Jubilee Enterprise Public

Company Limited

TMC Industry Public Company

Limited

ARIP Public Company Limited

Asia Precision Public Company

Limited

Polyplex (Thailand) Public

Company Limited

Khon Kaen Sugar Industry

Public Company Limited

Thai BeveragePublic Company

Limited (Listed in Singapore)

Thaioil Public Company Limited

Ministry of Industry

PTT Chemical Public Company

Limited



holding

Working Experience



2. Mr. Viroj Phonprakit

Vice Chairman /

Executive Director /


3. Mrs. Suvatana Tulayapisitchai


Deputy Senior Chief

Executive Officer

62

62

41.71

7.03

Suvatana’s

husband and

Unyarat’s father

Viroj’s wife

and Unyarat’s

mother

- 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):

- Convent of the Infant Jesus

School



of Directors (IOD):



of Directors (IOD):

2008 – present

2008 – present

2004 – present

Vice Chairman /




Deputy Senior


Director


Company Limited


Company Limited

J. B Asset Co., Ltd.



holding

Working Experience



4. Ms. Unyarat Pornprakit


Chief Financial Officer

34 3.57 Viroj and

Suvatana’s

daugter

- The Master of Science in Market -

ing Program (MIM), Thammasat

University

- Bachelor of Business Administration

Accounting Assumption University

Certification, Institute of

Gemological Sciences, USA



of Directors (IOD):



of Directors (IOD):

- Chief Financial Officer 10/ by

Federation of Accounting

Professions

- Winner of Business Plan

Competition (Asia Moot Corp)

- First Runner Up of Business Plan

Competition (Global Moot Corp)

Texas, USA

- Second Runner Up of Business

Plan Competition (New Venture

Championship) Oregon, USA

2008 – present

2004 – present


Chief Financial Officer

Director


Company Limited

J. B Asset Co., Ltd.



holding

Working Experience



5. Amnuay Nakruchata-amorn

Chairman of Audit

Committee /

Independent Committee

58 0.04 -- MBA Kasetsart University

- Mini MBA Thammasat University

- Bachelor of Business

Administration Ramkhamhaeng

University

- Bachelor of Science in Chemical ,

Chulalongkorn University



of Directors (IOD):

- Audit Committee Program by

Thai Institute of Directors (IOD):

- Monitoring the quality of

Financial Reporting (MFR7/2009

by Thai Institute of Directors

(IOD):

- Monitoring the System of

Internal Control and Risk

Management (MIR 5/2009 by


2008 – present

2002 - present

Chairman of Audit

Committee /

Independent Committee

Executive Director


Company Limited

Selic Chemical Company

Limited



holding

Working Experience



6. Sahasroj Rojmetha

Independent Director

58 0.06 -

- Monitoring the Internal Audit

Function (MIA 5/2009) by Thai

Institute of Directors (IOD):

- Monitoring Fraud Risk

Management (MFM 5/2011) by


- 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



of Directors (IOD):



of Directors (IOD):

2008 – present

2012 – present

2004 - 2012


Director Sales & Retail

Central Support

Director Sales & Service


Company Limited

True Distribution and Sales

Company Limited

True Corporation Public

Company Limited


0.06 -

- Monitoring the Internal Audit

Function (MIA 5/2009) by Thai

Institute of Directors (IOD):

- Monitoring Fraud Risk

Management (MFM 5/2011) by



holding

Working Experience



7. Pirote Maleehorm

Audit Committee /


8. Zonwa Denmeka

Audit Committee /


63

55

0.01

-

-

-

- MBA Sukhothai Thammathirat

Open University

- Bachelor of Engineering Program

in Civil Khon Kaen University



of Directors (IOD):

- Audit Committee Program (ACP)

35/2011 by Thai Institute of

Directors (IOD):

- MBA Kasetsart University


in Accounting, Sukhothai

Thammathirat Open University


Administration in Management

Sukhothai Thammathirat Open

University



of Directors (IOD):

- Audit Committee Program (ACP)

35/2011 by Thai Institute of

Directors (IOD):

2008 – present

2003 – 2011

2008 – present

2012 – present

2008 – 2011

2003 - 2007

Audit Committee /


Senior Production Director

Audit Committee /


Financial Controller

Director – Finance &

Accounting

Manager – Finance &

Accounting

Director – Finance & Ac-

counting


Company Limited

Singha Paratech Public

Company Limited


Company Limited

Energy Teamwork Limited

Advance Engineering Company

Limited

Than Printing Company Limited

Metro Mall Development

Company Limited



holding

Working Experience



9. Warawut Settanaraj

Senior Director – Internal

Audit Office and

Secretary to Audit

Committee

10. Yuttana Taepangthong

Finance & Accounting

Director

11. Varit Saimala

Purchasing Director

12. Sophon

Aroonsuraphonmaythee

53

41

47

34

0.01

0.04

0.1

-

-

-

-

-


Administration in Accounting,

Ramkhamhaeng University


Administration in Accounting,

Bangkok University

- Chief Financial Officer 13/2010

by Federation of Accounting

Professions


in Marketing, The University of

the Thai Chamber of Commerce

- Certification, Institute of

Gemological Sciences

- MBA in Marketing Chulalongkorn

University

- Bachelor of Journalism and Mass

Communication (Advertising)


2008 – present

2004 - 2007

2547 - 2550

2008 – present

1994 – 2008

2008 – present

1993 – 2008

2010 – present

2008 - 2009

2002 - 2007

Senior Director – Internal

Audit Office and Secretary

to Audit Committee

Senior Vice President

Accounting Advisor


Director and Secretary to

Executive Committee


Manager

Marketing Director

Product Manager

Product Manager

Marketing Director

Product Manager

Product Manager


Company Limited

S Y K Factory and Product

Company Limited

S Y K Sparepart Industrial

Company Limited


Company Limited

Jubilee Enterprise Company

Limited


Company Limited

Jubilee Enterprise Company

Limited


Company Limited

Timedeco Corporation Company

Limited

Lux Asia (Thailand) Company

Limited


12. Sophon

Aroonsuraphonmaythee

- -


in Marketing, The University of

the Thai Chamber of Commerce

- Certification, Institute of

Gemological Sciences

- MBA in Marketing Chulalongkorn

University

- Bachelor of Journalism and Mass

Communication (Advertising)


2010 – present

2008 - 2009

2002 - 2007

Marketing Director

Product Manager

Product Manager


Company Limited

Timedeco Corporation Company

Limited

Lux Asia (Thailand) Company

Limited


holding

Working Experience



13. Patcharawalai Atichatipjinda

Corporate Secretary

42 - -- MBA In Business Administration,

The University of the Thai

Chamber of Commerce

- Bachelor of Arts (English Business

Communication), The University

of the Thai Chamber of Commerce

2010 - present Corporate Secretary Jubilee Enterprise Public

Company Limited


CONCLUSION OF FINANCIAL STATUS AND RESULTS OF PERFORMANCE

FINANCIAL STATEMENTS SUMMARY OF REPORT ON AUDITION Auditor of the Jubilee Enterprise Public shall be enlisted as:

In 2011, Mr. PrawitViwanthananut, Certified Public Accountant Registration number 4917, from ANS Audit Co., Ltd.

In 2012, BunjongPichayaprasat, Certified Public Accountant Registration number 7147, from ANS Audit Co., Ltd.

In 2013, BunjongPichayaprasat, Certified Public Accountant Registration number 7147, from PV 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 2011, A Certified Public Accountant 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.




Item31stDecember 2011 31stDecember 2012 31stDecember 2013

ASSETSCurrent AssetCash and deposit in financial institute(s);Short-term investment;Account receivable;Inventory;Other current asset;

Current asset in total;

Deposit in financial institute(s) with obligation for guarantee;Building and equipments, in net;Entitlement for rental, waiting for deduction in net;Earnest money;Deferred tax asset

Non-current asset in total;

Assets in total;

Debt and portion of share-holder(s);Current LiabilityShort-term loan from financial institute(s);Account PayableShort term loan in 1 year;Other short-term loan;Income tax payable;Accrued liabilities;Other current liabilities;

Current liability in total;

Long-term loan from financial institute(s);Debt under the rental contract;

Contingent liabilities

Obligations for benefits of employees;

Non-current liability in total;

Debt in total;

AUDITED

Amount Amount AmountPercent Percent Percent

AUDITED AUDITED

75.7960.2654.34

384.728.36

25.00

24.816.66

7.34

-

153.317.70

-16.62

-24.16

6.67

1.26

-

3.53

11.46

213.25

-

34.384.55

12.60

-

171.068.66

-22.10

-36.42

-

3.72

-

5.35

9.07

247.31

-

56.122.67

23.101.56

-

269.232.32

-25.54

-19.53

-

3.26

3.60

4.86

11.72

328.34

3.86

3.831.41

0.76

-

23.681.19

-2.57

-3.73

1.03

0.20

-

0.55

1.77

32.95

-

4.610.61

1.68

-

22.911.16

-2.96

-4.88

-

0.50

-

0.72

1.22

33.13

-

5.880.28

2.420.16

-

28.210.24

-2.68

-2.05

-

0.34

0.38

0.51

1.23

34.41

583.47

63.81647.28

201.79

51.53746.56

238.24

83.45954.30

316.62

9.86100.00

39.17

6.90100.00

31.91

8.74100.00

33.18

90.14 695.03 93.10 870.85 91.26

29.9398.1176.75

479.4210.82

49.93165.0284.10

565.486.33

11.719.318.39

59.441.29

4.0113.1410.2864.221.45

5.2317.298.81

59.260.66

(Unit : Million Baht)

Cash Flow Statement


Item 31stDecember 2011 31stDecember 2012 31stDecember 2013

Portion of share-holder(s);Registered capital on due of payment;Exceeding of share values;Accumulated profit (lost) with allocation as reserved under the laws;Accumulated profit (lost) with none of allocation;Portion of share-holder(s) in total;

Debt and portion of share-holder(s) in total;

AUDITED


AUDITED AUDITED

Item 31stDecember 2011 31stDecember 2012 31stDecember 2013

Total RevenueCost of Goods SoldGross profit; Cost of sales and administration;Cost of operations;Profit from exchange rate;Other gains;

Profit (lost) before accrued interest and corporate income tax;Accrued interest;Corporate income tax;

Net profit (lost); Profit (lost) per share (Thai baht);Average ordinary share with equipoise;

887.32497.67389.65226.12163.53

-3.30

166.83

1.3034.35

131.190.77

171.29

1,226.23716.02510.21305.45204.76

-4.69

209.45

0.9542.63

165.870.96

172.44

1,462.14831.23630.92380.33250.59

-3.44

254.03

0.6250.70

202.801.17

173.39

100.0056.0943.9125.4818.43

-0.37

18.80

0.153.87

14.78

100.0058.3941.6124.9116.70

-0.38

17.08

0.083.48

13.52

100.0056.8543.1526.0117.14

-0.24

17.37

0.043.48

13.87


All-Inclusive Profit and Lost Statement

AUDITED


AUDITED AUDITED

172.2992.2717.50

151.98434.03

647.28

173.3092.2717.50

216.19499.26

746.57

174.2792.2717.50

341.92625.96

954.30

26.6214.252.70

23.4867.05

100.00

23.2112.362.34

28.9666.87

100.00

28.269.671.83

35.8265.59

100.00


Item 1st January – 31st

December 2011

1st January – 31st

December 2012


December 2013

Cash flow from operating of activities;

Profit before income tax;

List of items with modifying with impact towards profit before income tax, in cash gained from operating of activities;

Depreciation;

Entitlement for rental, waiting for deduction, in net;

Doubtful Debt

Loss from impairment of asset;

Loss from disposal of fix asset

Profit that shall not actually emerge of asset for trade;

Profit (lost) from exchange rate that shall not actually emerge;

Obligations for benefits of employees

Accrued interest receivable;

Accrued interest;

Profit from operation before change of asset and debt on operation;

Change of asset and debt on operation;

Decrease (increase) of account receivable;

Decrease (increase) of inventory;

Decrease (increase) of current asset;

Decrease (increase) of other assets;

Deposit in financial institute(s) with obligation for guarantee;

Decrease (increase) of creditor (s) of trade;

Decrease (increase) of other current liabilities;

Cash payable to income tax;

Net gained cash (spending) for operating of activities;

165.53

7.73

-

0.23

-

-

-

1.91

3.53

(2.96)

1.30

177.27

8.63

(88.45)

(3.47)

(2.82)

12.50

(17.69)

10.23

(32.66)

63.54

208.50

14.15

-

(0.20)

1.61

-

(0.19)

(0.13)

1.82

(1.86)

0.95

224.65

(22.64)

(95.33)

(2.41)

(5.04)

-

17.88

12.26

(37.15)

92.22

253.50

13.28

-

0.03

0.87

0.25

(0.77)

2.53

3.24

(0.55)

(0.52)

272.90

(7.61)

(86.06)

4.49

(8.49)

-

91.92

(16.89)

(47.90)

202.36


Cash Flow Statement


Item 1st January – 31st

December 2011


December 2012


December 2013

Cash flow from investment activities;

Short-term investment;

Purchasing of equipment;

Cash received from sales of devices

Purchasing of intangible asset;

Receipt of interest;

Net cash paid for investment activities;

Cash flow from fund-raising activities;

Bank Overdraft (decrease)

Receipt of long-term loan from financial institute(s);

Payment of short-term loan from financial institute(s);

Payment of long-term loan from financial institute(s);

Payment of debt on contract of rental for money;

Cash received from increase of capital on ordinary share;

Payment of interest;

Payment of dividend;

Net gained (spent) cash in fund-raising

activities;

Increase (decrease) of cash and in equivalence – net;

Cash and in equivalence on the date of beginning of the year;

Cash and in equivalence on the date of end of period;

(29.80)

(14.04)

-

(2.22)

2.85

(43.21)

-

-

-

(6.67)

(0.56)

1.17

(1.30)

(73.57)

(80.93)

(53.66)

129.45

75.79

(12.67)

(17.50)

-

(0.06)

2.02

(28.21)

-

-

-

(6.67)

(1.62)

1.01

(0.95)

(101.65)

(109.88)

(45.86)

75.79

29.93

(66.14)

(27.58)

0.24

(2.16)

0.56

(95.08)

-

-

-

(6.67)

(3.09)

0.98

(0.52)

(77.98)

(87.28)

20.00

29.93

49.93



Table for Presentation of Financial Ratio with Significance

Item

LIQUIDITY RATIO

Unit 2011 2012 2013

Current ratio;

Quick ratio

Cash flow liquidity ratio

Account receivable turnover

Average collection period

Inventory turnover

Average sales period

Account payable turnover

Average payment period

Cash circle;

Gross profit margin

Operating profit margin

Profit ratio, other;

Cash ratio on profit;

Net profit margin

Return on Equity

Return on Asset

Return on Fix Asset

Total asset turnover

Debt to Equity ratio

Interest coverage ratio

Obligation coverage ratio

Dividend payment ratio

time

time

time

time

day

time

day

time

day

day

percent

percent

percent

percent

percent

percent

percent

percent

time

time

time

time

percent

2.89

0.94

0.34

15.06

23.90

1.47

244.90

3.09

116.50

152.30

43.91

18.43

0.37

42.31

14.73

32.52

21.18

695.98

1.44

0.49

80.85

0.49

69.66

2.92

0.86

0.42

18.56

19.40

1.66

216.87

4.41

81.63

154.64

41.61

16.70

0.38

45.04

13.47

35.54

23.80

608.28

1.77

0.50

142.59

0.59

62.51

2.75

0.94

0.73

18.18

19.80

1.59

226.42

3.78

95.24

150.98

43.15

17.14

0.23

80.76

13.84

36.02

23.83

477.51

1.72

0.52

485.41

0.95

60.08

Note: * Adjustment of base on annual basis;


MANAGEMENT DISCUSSION AND ANALYSIS

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 procurement 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 carat, and of course, ornaments and decorations might create more values with gain of higher profits rather than diamond in carat, while some pieces of ornaments and decorations shall earn more profits than other pieces too.

In 2011,the company’s total turnover increased 28.76 percent compared to the previous year or approximately 198.20 million baht, the increase of total turnover 24.38 percent had come from growth of existing branches of the Company and 4.38 percent had come from opening of new branches, increasing from 78 units to be 79 units.

And in 2012, the company’s total turnover increased 38.19 percent compared to the previous year or approximately 338.86 million baht, the increase of total turnover 9.22 percent had come from growth of existing branches of the Company and 8.97 percent had come from opening of new branches, increasing from 79 units to be 95 units.

And in 2013, the company’s total turnover increased 19.24 percent compared to the previous year or approximately 235.90 million baht, the increase of total turnover 17.07 percent had come from growth of existing branches of the Company and 2.17 percent had come from opening of new branches, increasing from 95 units to be 108 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, comparing 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 2013, the company total turnover was rapidly increased, in equivalence with 235.90 million baht or equivalent to 9.24 percent,comparing with same period of the year 2012

And although in the year 2013, the overall economy was declined with deceleration because of the economic crisis with contraction, while the rate of unemployment was increased and created more psychological 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 extension 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.

The ratio of income from sales in Bangkok and those in provinces of the Company was changed from the past as: in 2010, the ratio of income from sales in Bangkok and those in provinces would be 50.57 : 49.43 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; 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 provincesand in 2013, the ratio of income from sales in Bangkok and those in provinces would be 53.28 : 46.72 in percentage of income in total as the company expanded more branches in upcountry in this year. Sales growth in upcountry, thus, much more increased than Bangkok.


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.

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.

And in 2013, the Company gained net profit in 202.80 million baht, while in same period of previous year

net profit was 166.23 million baht or equivalence to 22 percent of increase, due to the increase of turnover

was 19.24 percent or equivalent to 235.90 million baht and gross profit margin increased from 41.61 percent

in the previous to 43.15 in 2013

The company total asset as at December 31, 2011 was 647.28 million baht; cash and cash equivalents

75.79 million baht which was decreased from 129.45 million baht in 2010 due to investment more in inventory.

Short term investment 60.26 million baht and Account receivable 54.34 million baht, inventory was 384.72

million baht increased from 293.90 in 2010 due to the company’s branch expansion from 78 to 79 branches

and also expanded larger areas in existing branches.

The company total liabilities as of 31st December 2011 was 203.25 million baht: account payable

was 153.31 million baht, shareholder equitywas 434.03 million baht : paid up capital was 172.29 million baht,

premium on share capital in 92.27 million baht and retain earning inappropriate in 94.96 million baht. Account

payable decreased 15.76 million baht due to the company has lower purchasing in raw material compared to

the previous year. Short term loan from financial institutions increased due to the company invest more on

business operation.


29.93 million baht which was decreased from 75.88 million baht in 2011 due to investment more in inventory.

Short term investment 98.11 million baht and Account receivable 76.75 million baht, Inventory was 479.42

million baht increased from 293.90 in 2011 due to the company’s branch expansion from 79 to96 branches

and also expanded larger areas in existing branches.


The company total liabilities as of 31st December 2012 was 247.31 million baht: account payable was

171.06 million baht, shareholder equity was 499.26 million baht : paid up capital was 173.30 million baht, premium

on share capital in 92.27 million baht and unappropriated retain earning in 216.19 million baht. Account payable

increased 17.75 million baht from the previous year due to the company has purchased more in raw material at

the end of the year compared to the previous year.


49.93 million baht which was increased from 29.93 million baht in 2011 due to cash management efficiency. Short

term investment 165.02 million baht and Account receivable 84.10 million baht, Inventory was 565.48 million baht

increased from 479.42 in 2012 due to the company’s branch expansion from 96up to 108 branches in 2013 and

also expanded larger areas in existing branches.

The company total liabilities as of 31st December 2013 was 316.62 million baht: account payable was

269.23 million baht, shareholder equity was 625.96 million baht : paid up capital was 174.27 million baht, premium

on share capital in 92.27 million baht and unappropriated retain earning in 341.92 million baht. Account payable

increased 98.17 million baht from the previous year due to the company has purchased more in raw material at

the end of the year compared to the previous year.

RESULTS OF OPERATION

Revenue

In 2011, 2012 and 2013, the companyrevenue was 887.32 ,1,226.23 and 1462.14 million baht,

respectively. The gains shall be classified upon types of products as follows:


Type of Income from Sales/Services

1. Diamond Jewelry;

2. Carat Diamond;

3. Service Fee;

Total Revenue

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

1,334.94

120.42

6.78

1,462.14

91.30

8.24

0.46

100.00

2011

Amount Percent Percent PercentAmount Amount

2012 2013


In 2011, the company revenue was 887.32 million baht. 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 de-

mands of clients and the turnover of diamond in carat 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 diamond in carat for sales in high quantity responding the demands of clients.

In 2012, the company revenue was 1,226.23 million baht. Diamond jewelry, comparing with was increased

in 37.34 percent, due to the Company launched new products responding to demands of clients and the turnover

of diamond in carat 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 diamond in

carat for sales in high quantity responding the demands of clients.

In 2013, the company revenue was 1,462.14 million baht. Diamond jewelry, comparing with was increased

in 22.55 percent, due to the Company launched new products responding to demands of clients and the turnover

of diamond in carat was decreased, comparing with the same period of previous year, in 8.11 percent, due to the

product adjustment in order to decrease inventory turnover and increase profit margin.


Note: excluded service fee

Channel for Distribution

1) Branch or subsidiary of the Company:

1.1 Shop;

1.2 Department store;

2) Business enterprise making a contract with the

Company;

3) Cooperation with a credit card or leasing company;

4) Exhibition of sales;

Income in Total

76.01

568.25

82.72

32.56

122.01

881.55

8.62

64.46

9.38

3.69

13.84

100.00

35.85%

35.15%

-13.98%

-20.10%

73.38%

28.94%

94.78

779.37

73.85

54.13

218.26

1,220.4

7.77

63.84

6.05

4.44

17.88

100.00

24.69%

37.15%

-10.72%

52.22%

78.89%

37.97%

61.78

1013.1

83.81

54.07

242.64

1,455.36

4.24

69.61

5.76

3.72

16.67

100.00

-34.82%

29.98%

13.49%

-0.11%

11.17%

19.25%

2011

Amount Percent Growth Amount Percent Growth Amount Percent Growth

2012 2013


The revenue proportion from sales of the Company in Bangkok and upcountry was drastically changed

because of business expansion in upcountry. The values and ratio of incomes gained from sales of the Company

during 2011 to 2013 shall be presented in detail as follows:



In 2011 revenueproportion between Bangkok and upcountry was57.28 :42.72 and 58.41 : 41.51percent

of total revenue in 2012 due to store renovation mainly in Bangkok. In 2013, revenue proportion between

Bangkok and upcountry was changed to 53.06:46.94 percent of total revenue as it’s mainly due to branch

expansion in upcountry.

For other incomes which came from service fee for cleaning or resizing and profit from exchange rate

and revenue from personnel management fee that was collected from franchise which are 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 2011-2013 shall be presented as follows:


Channel for Distribution

Type of Income

Bangkok;

Upcountry;

Grand total;

Profit from exchange rate;

Incomes from personnel administration;

Incomes from received interest;

Revival of suspicious non-performance loan;

Revival of lost from devaluation;

Revival of lost from depreciation;

Others;

Other incomes in total;

504.93

376.62

881.55

-

0.34

2.96

-

-

-

-

3.30

1.98

0.53

1.86

-

-

-

0.32

4.69

-

0.46

2.19

-

-

-

0.79

3.44

57.28

42.72

100.00

713.78

506.61

1,220.39

58.49

41.51

100.00

772.19

683.17

1,455.36

53.06

46.94

100.00

2011

2011


2012

2012

2013

2013


In 2011, the company’s other incomes of 3.30 million baht, comprising income from personnel administra-tion management 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 previ-ous year, in 1.86 million baht or around 62.84 percent.

In 2012, the company’s other incomes of 4.69 million baht, comprising profit from personnel administration management 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.

In 2013, the company’s other incomes of 3.44 million baht, comprising profit from personnel administra-tion management 0.46 million baht which was decreased from the same period of previous year 0.07 million baht; income from received interest in 2.19 million baht which was increased from the same period of previous year 0.33 million baht; thus the other incomes were decreased 1.25 million baht or 26.65 percent of those in the same period of previous year.

Cost of Goods Sold and Gross Profit Margin The company’s cost of goods sold was 497.67, 716.02 and 831.23 million baht respectively. In 2011, cost of goods sold increased 117.96 million baht or 31.07 percent from the previous year due to revenue from sales and service increased 338.86 million baht or 3819 percent. In 2013, cost of goods sold increased 115.20 or 16.09 percent from the previous year due to revenue from sales and service increased 235.90 million baht or 19.24 percent.

The company’s two main products are 1) Diamond Jewelry; and 2) Carat Diamond. Normally diamond jewelry has higher profit margin than loose diamond or carat diamond. Moreover, each product line has differ-ent rate of profit margin.. The company profit margin for the year 2010-2013 was 44.90, 43.91 41.61 and 43.15 respectively. The margin in 2010-2012 was decreased due to discount and promotions. In 2012-2013, the margin was improved due to efficient cost management.

Selling and Administrative Expenses Selling and Administrative Expenses hereby comprise two main components as: ones with direct variation to commission fees, costs for advertisement and public relations and credit card fees; and ones with indirect variation which are transportation expenses.

In 2011, the company selling and administrative expensesof 226.12 million baht increased 43.01 percent from the previous year. 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 in-creased, 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.


In 2012, the company selling and administrative expenses of 305.45 million bahtincreased 35.08 percent from the previous year. The ratio of costs on sales and administration with compensation for executive staff mem-bers, 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 administra-tion with compensation for executive staff members, while the annual budgeting plan with assignment of focal points for controlling and inspecting on monthly basis.

In 2013, the company selling and administrative expenses of 380.33 million baht increased 24.51 percent from the previous year. The ratio of costs on sales and administration with compensation for executive staff members, comparing with turnovers and service coverage was 26.01 percent which was higher than one with the same period of previous year of 24.91 percent. Due to revenue from sales and services in 2013 were increased, while some expenses on sales and administration with compensations for administrators were not directly variable with, particularly salaries and bonuses for employees and rental. Therefore, the proportion of costs of sales and administration with compensation for executive staff members were highly increased. However, the company has to control all expenses : sales and administration with compensation for executive staff members by the annual budgeting plan with assignment for controlling and auditing on monthly basis.

OPERATING PROFIT AND NET PROFIT

In 2011, operating profit in amount of 165.53 million baht or increased25.93 percent from the same period of previous year. This was caused from increase of revenue from sales and services. Net profit was 131.18 million baht or increased 26.47 percent comparing with the same period in previ-ous year. This was caused from increase of revenue from sales and services. In 2010 and 2011, net profits margin was 15.05 and 14.78 percent respectively. In 2012, operating profit in amount of 209.45 million baht or increased 26.53 percent from the same period of previous year. This was caused from increase of revenue from sales and services. Net profit was 165.87 million baht or increased 26.43 percent comparing with the same period in previous year. This was caused from increase of revenue from sales and services. In 2011 and 2012, net profits margin was 14.78 and 13.53 percent respectively. In 2013, operating profit in amount of 254.02 million baht or increased 21.28 percent from the same period of previous year. This was caused from increase of revenue from sales and services. Net profit was 202.80 million baht or increased 22 percent comparing with the same period in previ-ous year. This was caused from increase of revenue from sales and services. In 2012 and 2013, net profits margin was 13.53 and 13.87 percent respectively.


STATEMENT OF FINANCIAL POSITION

ASSETS

As of 31st December 2011, the current assets of the company were comprising main components 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 equiva-lence 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 investment of inventory in branches expansion with for 9 new branches in 2011.

As of 31st December 2011, main current assets would be enlisted as: net equipment in 24.80 million bah-tor 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 institu-tions with redemption of warranty for deposit in 12.5 million baht.

As of 31st December 2012, the current assets of the Company were comprising main components 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 investment of inventory in branches expansion with 17 new branches in 2012.

As 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.

As of 31st December 2013, the current asset were comprising main components as, cash or item in equivalence with cash in 49.93 million baht or around 5.23 percent of asset in total; short-term investment fund in 165.02 million baht or 17.29 percent of total asset; account receivable in 84.10 million baht, or around 8.81 percent of asset in total; and inventory in 565.48 million baht or around 59.26 percent of total asset. Cash or item in equivalence with cash increased 20 million baht and short term investment increased 66.91 million baht due to efficient cash management. The quantity of inventory was increased 86.06 million baht due to the company undertook policies on investment of inventory in branches expansion with 13 new branches in 2013.


As of 31st December 2013, main current assets would be enlisted as: net equipment in 56.12 million baht,or around 5.88 percent of asset in total; intangible asset in 2.67 million baht, or around 0.28 percent of total asset; and non-current asset in 23.10 million or around 2.42 percent of total asset.

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:


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 for doubtful debt, 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 2011,

of 31st December 2012 and of 31st December 2013, the Company had install remedial for uncollectible accounts in 1.05, 1.11, 1.37 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.

Remaining Period of Time 31stDEC 2011 31stDEC 2012 31stDEC 2013Percent Percent Percent

Within due of payment;

Not exceeding 3 months;

Over 3 month-due, till 6 months;

Over 6 month-due, till 9 months;

Overdue for 12 months upwards;

Total;

Deduction for suspicious

non-performance loan;

Total-Net

52.86

0.30

0.09

0.00

1.02

54.27

(1.05)

53.22

75.82

0.92

0.01

0.00

1.11

77.86

(1.11)

76.75

80.14

3.96

-

-

1.37

85.47

(1.37)

84.10

97.40

0.55

0.17

0.00

1.88

100.00

(1.93)

98.07

97.38

1.18

0.01

0.00

1.43

100.00

(1.43)

98.57

93.77

4.63

-

-

1.60

100.00

(1.60)

98.40


(b) Inventory:


As 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, diamond in carat-readymade product, with increas-ing amount in 3.30 million baht. These amounts shall be caused from the increase of branches from 78 units to be 79 units.

As 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 ornaments, with increasing amount in 106.02 million baht, diamond in carat-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 95 units.

As of 31st December 2013, the amount of inventory of the company was increased from 479.42 mil-lion baht to 565.48 million baht at the end of period in previous year; increasing 86.06 million baht or 17.95 percent for the same period in previous year. The most changing sectors, in 2013, were diamond jewelry, with increasing amount in 59.98 million baht, carat diamond decreasing amount in 12.89 million baht. These amounts shall be caused from the increase of branches from 95 units to be 108 units.

For the gist of policies on inventory management, in category of diamond jewelry, 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 diamond in carat 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.

Items 31stDEC

2011

31stDEC

2012

31stDEC

2013

Percent Percent Percent

Decorations and ornaments;

Diamond in carat – ready-to-use products;

Pending work;

Plain setting;

Gold;

Diamond-raw material;

Consumable material;

Total-Net

296.24

43.21

1.49

2.83

0.37

37.57

3.01

384.72

402.26

17.88

13.31

5.11

0.49

34.41

5.96

479.42

462.24

30.77

18.96

4.30

2.67

38.80

7.74

565.48

77.00

11.23

0.39

0.73

0.10

9.77

0.78

100.00

83.91

3.73

2.78

1.07

0.10

7.18

1.24

100.00

81.74

5.44

3.35

0.76

0.47

6.86

1.38

100.00


LIQUIDITY(Unit : Million Baht)

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 purchasing 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 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 2011, current ratio was 2.89 with increase from 2.58 in 2010. The average collection period was 24 days which was different from 33 days in 2010. The average sales period was 245 days, while the average pay-ment period was 117 days, which was increased from 108 days in 2010.

In 2012, current ratio was 2.92 with increase from 2.89 in 2011. The average collection period was 19 days which was different from 24 days in 2011. The average sales period was 217 days, while the average pay-ment period was 82 days, which was decreased from 117 days in 2011.

In 2013, current ratio was 2.75 with decrease from 2.92 in 2012. The average collection period was 19 days which was indifferent from 19 days in 2011. The average sales period was 226 days, while the average payment period was 95 days, which was increased from 82 days in 2011.

Items 31stDEC

2011

31stDEC

2012

31stDEC

2013

Net profit;

Adjustment of items with impact to net profit;

Profit from operation before change in assets and debts

from operation;

Change in assets;

Change in debts;

Payment of interest;

Payment of income tax;

Cash flow from operations;

Cash flow from investment;

Cash flow from fund-raising activities;

Increase (decrease) of cash flow and items in equivalent;

Net

Cash flow and items in equivalent, on the date of beginning;

Cash flow and items in equivalent, on the date of ending;

131.19

46.08

177.27

(66.67)

(7.46)

-

(32.66)

70.48

(43.21)

(80.93)

(53.66)

129.45

75.79

165.87

58.77

224.41

(125.41)

30.14

-

(37.15)

92.22

(28.20)

(109.88)

(45.86)

75.79

29.93

202.80

70.10

272.90

(97.66)

75.03

-

(47.91)

202.36

(95.08)

(87.28)

20.00

29.93

49.93


EFFICIENCY OF OPERATION

The company does not have a manufacturing factory for its products, while also rents areas for distri-bution 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 2011, return on asset ratio was 21.18 percent because the company gained higher profits from business, while in 2012, return on asset ratio was increased from 21.18 to 23.80 percent and in 2013, return on asset ratio was increased from 23.80 to 23.83 percentbecause the company gained higher profits from business.

SOURCE OF FUND

LIABILITIES

As of 31st December 2011, the company’s short term loan was115 million baht from financial institutes, 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. The company deposit 25 million baht as collateral.

As of 31st December 2012, the company’s short term loan was 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 different rates of interests, in 6.50-7.50 percent per year, and without collateral.

As of 31st December 2013, the company’s short term loan was 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 different rates of interests, in 6.50-7.50 percent per year, and without collateral.

SHAREHOLDER EQUITY

As of 31st December 2011, the company’s shareholder equity 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 payment of dividend from profit of operation in 2010 in 0.20 baht per share and in the Board of Director Meeting of the Company, no.3/2011, the meeting adopted a resolution with approval for payment of interim dividend from profit of operation during January-June 2011 in 0.23 baht per share.

As of 31st December 2012, the company’s shareholder equity was 499.26 million baht, while retain earning was 216.19 million baht. And in the Annual General Meeting of Share-Holders in 2012, the meeting adopted a resolution with approval for payment of dividend from profit of operation in 2011 in 0.29 baht per share and in the Board of Director Meeting of the Company, no.4/2012, the meeting adopted a resolution with approval for payment of interim dividend from profit of operation during January-June 2012 in 0.30 baht per share.

As of 31st December 2013, the company’s shareholder equity was 625.96 million baht, while retain earning was 341.92 million baht. And in the Annual General Meeting of Share-Holders in 2013, the meeting adopted a resolution with approval for payment of dividend from profit of operation in 2012 in 0.30 baht per share and in Board of Director Meeting no.4/2013, the meeting adopted a resolution with approval for payment of interim dividend from profit of operation during January-June 2013 in 0.15 baht per share.


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 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 net profit in 2011 in amount of 131.18 million baht, with earning per share of 0.77 baht per share, and value in account in 2.52 baht per share, calculation from 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 Earning per shareof 0.96 baht per share, and value in account in 2.88 baht per share, calculation from ordinary shares of the Company, on 31st December 2012.

On 31st December 2013, the Company held paid-up registered capital in amount of 174,273,125 baht with given value, as 1 baht per share, in 175,000,000 ordinary shares and gained net profit in 2013 in amount of 202.80 million baht, with Earning per share of 1.17 baht per share, and value in account in 2.88 baht per share, 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 identification 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 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 increase 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.


Audit Fee According to the Resolution adopted in the Annual General Meeting of Shareholders in 2013, theaudit-ing fee, to Mr. PrawitViwanthananut, Certified Public Accountant Registration number 4917, from ANS Audit Co., Ltd., in charge of auditor for account in year round 2013, in amount of 610,000 baht.

Non Audit Fee None of them.


REPORT OF THE AUDIT COMMITTEE

Dear Shareholders,

The 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 Nakruchata-amorn, as the Chairman of Audit Committee; Mr. Pairote Maleehom, as a member; Miss Zonwa Denmeka, as a member; and Mr. Warawuth Sethanarak, as a secretary to the Audit Committee.

The 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 2013, there were four Audit Committee Meeting 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 onfinancial statement on quarterly basis and financial statements for the year of 2013 had been set up with a series of meetings for inquiry and hearing of clarification and explanation from auditor and management officer, on accuracy and completion of financial statements and adequacy of information disclosure, including the receipt of observations and recommendations of auditor in 2013, the Audit Committee hereby gave opinions in line with auditor 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 for the year 2013 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. The Auditing 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.

5. The review and giving of opinions to related transaction 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. The Audit Committee

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 share-holders, while the Audit Committee considered results of operation,

independency and appropriateness on compensation and proposed that the ANS Audit shall be

appointed with entrustment of Mr. PrawitWiwantananutrh, a Certified Public Accountant with license

number 4917; or Mr. AthipongAtipongsakul, a Certified Public Accountant with license number 3500;

or Mr. BanchoongPitchaprasatn, a Certified Public Accountant with license number 7147; or Mr.

ThoetthongThepmangkorn, a Certified Public Accountantwith 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 knowledge,

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 2013, 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


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 under 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 Note to financial Statements, audited by an auditor in reports

of auditor for benefits of share-holders and all investors in general with transparency.

The Board of Directors of the Company shall hold duties on supervision and development of governance,

including on provision and maintain of risk management system and internal controlling. The Board of Directors of

the Company had appointed the Audit Committee, comprising independent members with duties on supervision of

financing, evaluation of internal controlling system and internal audit with efficiency and effectiveness. The discre-

tions 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 reli-

ability 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 2013, in

accuracy upon substantive matters.

(Mr. Manu Leopairote) (Mr. Viroj Phonprakit)

Chairman of the Board of Directors Chief Executive Officer of the Company


AUDITOR’S REPORTTo the Board of Directors and Shareholders of Jubilee Enterprise Public Company LimitedI have audited the accompanying financial statements of Jubilee Enterprise Public Company Limited which comprise the statement of financial position as at December 31, 2013, and the statement of comprehensive income, statement of changes in 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 StatementsManagement 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 ResponsibilityMy 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 ma-terial 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, 2013, and its financial performance and cash flows for the year then

ended in accordance with Thai Financial Reporting Standards.

Emphasis of Matters

I draw attention to Note 2 to the financial statements, during the year 2013, the Company has adopted Thai Account-

ing Standard No. 12, “Income taxes” for the preparation and presentation of these financial statements which have

been restated for the effects of the adoption of this Thai Accounting Standard.

My opinion on financial information is not qualified in respect of this matter.

Bunjong Pichayaprasat Certified Public AccountantRegistration Number 7147

PV Audit Co., Ltd. Bangkok, February 21, 2014

JUBILEE ENTERPRISE PUBLIC COMPANY LIMITEDFINANCIAL STATEMENTS AND AUDITOR’S REPORTFOR THE YEAR ENDED DECEMBER 31, 2013


Bunjong Pichayaprasat Certified Public AccountantRegistration Number 7147

PV Audit Co., Ltd. Bangkok, February 21, 2014

JUBILEE ENTERPRISE PUBLIC COMPANY LIMITED


AS AT DECEMBER 31, 2013

Baht

Note December 31,2013 December 31,2012 December 31,2013

ASSETS 3 (Restated) (Restated)

Current assets

Cash and cash equivalents 5 49,926,423.51 29,925,889.86 75,787,030.33

Short-term investments 6 165,016,025.07 98,110,983.60 60,255,029.04

Trade and other receivables 7 84,101,236.65 76,750,906.04 54,338,350.50

Inventories 8 565,479,556.49 479,421,226.79 384,723,551.63

Other current assets 6,330,646.55 10,822,604.78 8,363,858.69

Total current assets 870,853,888.27 695,031,611.07 583,467,820.19

Non-current assets

Restricted financial institution deposits - - 25,000,000.00

Building and equipment 9 56,118,211.39 34,382,324.31 24,805,209.55

Intangible assets 2,668,320.53 2,545,496.47 4,438,624.55

Deferred tax assets 2, 16 1,555,283.23 909,115.00 544,828.15

Other non-current assets 23,104,666.33 14,606,007.61 9,566,694.69

Total non-current assets 83,446,481.48 52,442,943.39 64,355,356.94

Total assets 954,300,369.75 747,474,554.46 647,823,177.13





Baht

Note December 31, 2013 December 31,2012 December 31,2013

LIABILITIES AND SHAREHOLDERS’ EQUITY 3 (Restated) (Restated)

Current Liabilities

Trade and other payables 11 269,230,864.52 171,057,658.54 153,305,568.53

Current portion of debts 2,317,992.62 8,664,199.77 7,703,623.97

Accrued income tax 26 25,539,718.12 22,095,531.21 16,616,014.50

Other current liabilities 14 19,533,524.98 36,419,224.50 24,162,316.92

Total current liabilities 316,622,100.24 238,236,614.02 201,787,523.92

Non-current assets

Long-term loans from financial institutions 12 - - 6,666,656.00

Long-term liability under finance lease 3,259,513.27 3,723,614.59 1,262,577.02

Provisions 3,600,000.00 - -

Employee benefit obligations 15 4,862,653.78 5,346,722.99 3,528,994.68

Total non-current liabilities 11,722,167.05 9,070,337.58 11,458,227.70

Total liabilities 328,344,267.29 247,306,951.60 213,245,751.62





Baht

Note December 31, 2013 December 31,2012 December 31,2013

LIABILITIES AND SHAREHOLDERS’ EQUITY 3 (Restated) (Restated)

SHAREHOLDERS’ EQUITY

Share capital 17, 18

Authorized share capital

175,000,000 ordinary shares, Baht 1 par value 175,000,000.00 175,000,000.00 175,000,000.00

Issued and paid-up share capital

174,273,125 ordinary shares, in year 2013 and

173,297,625 ordinary shares, in year 2012

(January 1, 2012: 172,287,750 ordinary shares)

fully paid-up share capital 174,273,125.00 173,297,625.00 172,287,750.00

Premium on share capital 20 92,267,172.80 92,267,172.80 92,267,172.80

Retained earnings 19, 21

Appropriated to legal reserve 17,500,000.00 17,500,000.00 17,500,000.00

Unappropriated 341,915,804.6 217,102,805.06 152,522,502.71

Total shareholders’ equity 625,956,102.46 500,167,602.86 434,577,425.51

Total liabilities and shareholders’ equity 954,300,369.75 747,474,554.46 647,823,177.13



STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2013

Baht

Note 2013 2012

3, 4 (Restated)Revenue from sales 1,462,143,037.90 1,226,230,285.32

Cost of sales 22 (831,226,556.18) (716,021,706.79)

Gross profit 630,916,481.72 510,208,578.53

Other income 3,442,375.49 4,690,668.32

Selling expenses 22 (287,312,141.77) (227,580,887.17)

Administrative expenses 22 (93,023,993.42) (77,866,895.15)

Finance costs 23 (522,426.88) (952,445.63)

Profit before income tax 253,500,295.14 208,499,018.90

Income tax expenses 2, 26 (50,703,364.29) (42,268,944.05)

Profit for the year 202,796,930.85 166,230,074.85

Other comprehensive income - -

Total comprehensive income 202,796,930.85 166,230,074.85

Earnings per share

Basic earnings per share 3 1.17 0.96

Weighted average number of ordinary shares (shares) 3 173,465,999 172,439,507

Diluted earnings per share 3 0.96 Weighted average number of ordinary shares (diluted) (shares) 3 173,387,274

Annual Report 2013 Jubilee Enterprise Public Company Lim

ited107


STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY


Baht

Issued and paid-up Premium on Retained earnings

Note share capital share capital Appropriated Unappropriated Total

Beginning balance as at January 1, 2012 - previously reported

Effects of change in accounting policy

Adjusted balance

Changes in shareholders’ equity

Ending balance as at December 31, 2012

Changes in shareholders’ equity

Ending balance as at December 31, 2013 174,273,125.00 92,267,172.80 17,500,000.00 341,915,804.66 625,956,102.46


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STATEMENT OF CASH FLOWS


Baht

2013 2012

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before income tax 253,500,295.14 208,499,018.90

Adjustments to reconcile net profit before income tax to net cash

provided by (used in) operating activities

Depreciation and amortization 13,278,400.70 14,147,527.10

Bad debt and doubtful accounts (reversal) 25,815.19 (201,286.89)

Loss from impairment of assets 872,448.74 1,612,884.90

Loss on write off fixed assets 253,693.71 -

Unrealized gain on trading securities (767,611.13) (190,247.47)

Unrealized (gain) loss on exchange rate 2,528,805.27 (129,342.98)

Employee benefit obligations 3,242,932.25 1,817,728.31

Interest income (555,904.67) (1,863,922.13)

Interest expenses 522,426.88 952,445.63

Profit from operating activities before changes in operating

assets and liabilities 272,901,302.08 224,644,805.37

Change in operating assets (increase) decrease

Trade and other receivables (7,610,768.00) (22,635,075.78)

Inventories (86,058,329.70) (95,325,223.57)

Other current assets 4,491,958.23 (2,405,900.84)

Other non-current assets (8,486,233.91) (5,043,068.79)

Change in operating liabilities increase (decrease)

Trade and other payables 91,917,399.25 17,881,432.99

Other current liabilities (16,885,699.52) 12,256,907.58

Cash generated from operation 250,269,628.43 129,373,876.96

Income tax paid (47,905,345.61) (37,153,714.19)

Net cash provided by operating activities 202,364,282.82 92,220,162.77



STATEMENT OF CASH FLOWS


Baht

2013 2012

CASH FLOWS FROM INVESTING ACTIVITIES Increase in short-term investments (66,137,430.34) (12,665,707.09)

Purchases of equipment (27,577,700.49) (17,496,392.88)

Cash received from sales of equipment 235,559.58 -

Purchases of intangible assets (2,159,146.02) (62,000.00)

Interest received 559,342.06 2,019,879.88

Net cash used in investing activities (95,079,375.21) (28,204,220.09)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment for long-term loans from financial institutions (6,666,656.00) (6,666,672.00)

Payment for liability under finance lease (3,086,859.83) (1,618,068.02)

Cash received from increase in ordinary shares 975,500.00 1,009,875.00

Interest paid (522,426.88) (952,445.63)

Dividend payment (77,983,931.25) (101,649,772.50)

Net cash used in financing activities (87,284,373.96) (109,877,083.15)

Net increase (decrease) in cash and cash equivalents 20,000,533.65 (45,861,140.47)

Cash and cash equivalents at the beginning of the year 29,925,889.86 75,787,030.33

Cash and cash equivalents at the end of the year 49,926,423.51 29,925,889.86

Supplementary disclosure of cash flows informationFor year 2013 1) The Company purchased vehicle in the amount of Baht 2.94 million by cash payment in the amount of Baht 0.96 million and the remaining has entered into a finance lease agreement.

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.



NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013

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 became 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 was located at 721 Silom Road, Silom, Bangruk, Bangkok. Subsequently, on October 28, 2013 the Company moved to a new head office which is located at 179 Bangkok City Tower, 10th Floor, South Sathorn Road, Thungmahamek, Bangkok. The major shareholders are as follows:

Rate of shareholding Name/Company Nationality/ Country percentage

2013 2012

Pornprakit family Thai 58.74 58.96 K-SME Venture Capital Company Limited Thailand 2.02 2.03

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

The accompanying financial statements are prepared in accordance with Thai Financial Reporting Stan-dards (“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 Account-ing Act B.E. 2543.

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 assump-tions 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.

Transition to new and revised TFRS

In the year 2013, the Company has adopted new and revised TFRS which are effective for the financial

statements for the period beginning on or after January 1, 2013 as follows:

TAS/TFRS/TI/FAP’s Announcement 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

The TAS, TFRS, TI and FAP’s Announcement do not have any significant impacts on the financial statements, except TAS as follows:


Thai Accounting Standard (TAS) No. 12 – Income Taxes

This TAS is the requirement to account for deferred tax assets and liabilities in the Company’s finan-cial statements. Deferred tax assets and liabilities are the amounts of income taxes recoverable and payable, respectively, in future periods in respect of temporary differences between the carrying amount of the assets or liabilities in the statement of financial position and the amount attributed to those assets or liabilities for tax purposes; and the carry forward of unused tax losses.

The Company adopted this TAS with effective from January 1, 2013 onward. The effects of the change were recognized retrospectively in the financial statements and the statements of financial position as at December 31, 2012 and January 1, 2012 and the statement of comprehensive income for the year ended December 31, 2012 were adjusted accordingly. The management estimates that the impact on the financial statements as follows:

Baht December 31, December 31, January 1, 2013 2012 2012

The statements of financial position Increase in deferred tax assets 1,555,283.23 909,115.00 544,828.15 Increase in retained earnings 1,555,283.23 909,115.00 544,828.15

Baht 2013 2012The statements of comprehensive income Decrease in income tax expenses (646,168.23) (364,286.85)Increase in profit for the years 646,168.23 364,286.85 Increase in basic earnings per share 0.0037 0.0021 Increase in diluted earnings per share 0.0021


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 Standard (TFRS), Thai Financial Report ing Interpretations (TFRI) and Thai Interpretations (TI) which are effective for the financial statements for the period beginning on or after January 1, 2014 as follows:

TAS/TFRS/TFRI/TI Topic

TAS 1 (revised 2012) Presentation of Financial Statements

TAS 7 (revised 2012) Statement of Cash Flows

TAS 12 (revised 2012) Income Taxes

TAS 17 (revised 2012) Leases

TAS 18 (revised 2012) Revenue

TAS 19 (revised 2012) Employee Benefits

TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rate

TAS 24 (revised 2012) Related Party Disclosures

TAS 28 (revised 2012) Investments in Associates

TAS 31 (revised 2012) Interests in Joint Venture

TAS 34 (revised 2012) Interim Financial Reporting

TAS 38 (revised 2012) Intangible Assets

TFRS 2 (revised 2012) Share – Based Payments

TFRS 3 (revised 2012) Business Combinations

TFRS 5 (revised 2012) Non-current Assets Held for Sale and Discontinued

Operations

TFRS 8 (revised 2012) Operating Segments


TAS/TFRS/TFRI/TI Topic

TFRI 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities

TFRI 4 Determining whether an Arrangement contains a Lease

TFRI 5 Rights to Interests arising from Decommission, Restoration and Environmental Rehabilitation Funds

TFRI 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies

TFRI 10 Interim Financial Reporting and Impairment

TFRI 12 Service Concession Arrangements

TFRI 13 Customer Loyalty Programmes

TFRI 17 Distributions of Non-cash Assets to Owners

TFRI 18 Transfers of Assets from Customers

TI 15 Operating Leases-Incentives

TI 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease

TI 29 Service Concession Arrangements: Disclosures

TI 32 Intangible Assets-Web Site Costs

b) Thai Financial Reporting Standard (TFRS) which is effective for the financial statements for the period beginning on or after January 1, 2016 as follows:

TFRS Topic

TFRS 4 Insurance Contracts

The management of the Company is assessing the impacts of these TAS, TFRS, TFRI and TI on the financial statements for the year in which they are initially applied.


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 continuing management involvement with the goods or there are significant uncertainties regarding recovery of the con-sideration 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 is 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.

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 company. Contri-butions to the provident fund are charged to the statement of comprehensive income in the period to which they relate.

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 calcula-tion 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 deposits at bank on obligation.

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 “Unreal-ized 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 generally based on collection experiences and analysis of debtor aging.


Inventories

Finished goods are valued at the lower of cost using first-in, first-out cost method or net realizable value.

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.

Building and equipment

Building and equipment are stated at cost less accumulated depreciation, and allowance for impairment loss (if any).

Depreciation

Depreciation is calculated 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 state-ments 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 recover-able amount is determined for the cash-generating unit to which the asset belongs

Reversals of impairment

An impairment loss is reversed if there has been a change in the estimates used to determine the recover-able 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 owner-ship 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 pay-ment 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 less or) 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 less or 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.

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.

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.

Income tax

Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they relate to items recognised directly in shareholders’ equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, us-ing tax rates enacted or substantively enacted at the end of reporting period date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes the amounts used for taxation purposes.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the end of reporting period date.

In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, includ-ing interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.


Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at the end of reporting period date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Basic earnings per share

Basic earnings per share is calculated by dividing net profit for the period by the weighted average number of ordinary shares outstanding during the period.

For the years ended December 31, 2013 and 2012.

2013 2012

Net profit for the years (Baht) 202,796,930.85 166,230,074.85

Weighted average number of ordinary shares (shares) Issued ordinary shares at the beginning of the years 173,297,625 172,287,750

Effect of shares issued during the years 168,374 151,757

Weighted average number of ordinary shares (shares) 173,465,999 172,439,507

Basic earnings per share 1.17 0.96

Diluted earnings per share

Diluted earnings per share for the year ended December 31, 2012 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 po-tential ordinary shares into ordinary shares in the amount of 1.01 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 year ended December 31, 2012

Baht Shares Baht Weighted average Net profit number of ordinary Earnings per share shares

Earnings per share Basic earnings per share 166,230,074.85 172,439,507 0.96 Effect dilutive potential ordinary shares - 947,767 -

Diluted earnings per share 166,230,074.85 173,387,274 0.96

The Company issued warrants to the directors and employees with the details of the warrants in the Note 18 to the financial statements.

4. TRANSACTIONS WITH RELATED PARTIES

The Company has transactions with related parties. These parties are related through common share-holders and/or directorships. Transactions with related parties as included in the financial statements are de-termined at the prices occurring in the normal course of business based on the market price in general or the price as stipulated in the agreement if no market price exists.

The significant balances of assets, liabilities, and other transactions that occurred with those parties were shown as follows:

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, 2013 and 2012, the Company paid directors’ remuneration in the amount of Baht 2.09 million and Baht 1.60 million, respectively.

Key management personnel compensation

Key management personnel compensation for the years ended December 31, 2013 and 2012 consisted of:

Baht 2013 2012

Short-term benefits 29,630,130.00 30,080,892.20

Post-employment benefits 561,560.48 773,238.83

Total key management personnel compensation 30,191,690.48 30,854,131.03


5. CASH AND CASH EQUIVALENTS

Cash and cash equivalentsas at December 31, 2013 and 2012 consisted of:

Baht

2013 2012

Cash on hand 2,285,928.63 1,795,702.66

Cash at bank 47,640,494.88 28,130,187.20

Total 49,926,423.51 29,925,889.86

6. SHORT-TERM INVESTMENTS

Short-term investments as at December 31, 2013 and 2012 consisted of:

Baht

2013 2012

Cash at bank - fixed deposits 899,268.35 25,881,739.42

Open-ended fund 164,116,756.72 72,229,244.18

Total 165,016,025.07 98,110,983.60

7. TRADE AND OTHER RECEIVABLES

Trade and other receivables as at December 31, 2013 and 2012 consisted of:

Baht

2013 2012

Trade receivables 83,251,171.79 77,858,373.60

Less Allowance for doubtful accounts (1,368,957.44) (1,111,957.44)

Trade receivables - net 81,882,214.35 76,746,416.16

Other receivables 2,219,022.30 4,489.88

Trade and other receivables - net 84,101,236.65 76,750,906.04


As at December 31, 2013 and 2012, the Company had outstanding balances of trade accounts receiv-able aged by number of months as follows:

Baht

2013 2012

Trade accounts receivable – other party

Current 80,142,414.85 75,817,906.66

Overdue

Less than 3 months 1,739,799.50 914,259.50

Over 3 months up to 9 months - 14,250.00

Over 12 months 1,368,957.44 1,111,957.44

Total 83,251,171.79 77,858,373.60

Movements of allowance for doubtful accounts for the years ended December 31, 2013 and 2012 were as follows

Baht

2013 2012

Beginning balance 1,111,957.44 1,045,394.95

Add Doubtful accounts 257,000.00 66,562.49

Ending balance 1,368,957.44 1,111,957.44

8. INVENTORIES

Inventories as at December 31, 2013 and 2012 consisted of:

Baht

2013 2012

Raw materials 75,169,803.93 80,789,644.46

Work in process 18,956,459.02 13,306,363.68

Finished goods 432,845,993.88 361,484,512.93

Carat diamond 30,769,010.65 17,882,164.07

Supplies 7,738,289.01 5,958,541.65

Total 565,479,556.49 479,421,226.79


9. BUILDING AND EQUIPMENT

Movements of the building and equipment for the years ended December 31, 2013 and 2012 were summarized below:

Baht

Building Fixtures and

improvements office equipment Equipment Vehicles Total

Cost

As at January 1, 2012 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

Purchases/transfers in 11,719,490.00 13,955,518.08 5,502,692.41 2,943,207.36 34,120,907.85

Disposal/transfers out - (1,061,654.21) (660,153.22) - (1,721,807.43)

As at December 31, 2013 20,326,857.97 56,286,720.57 21,362,829.75 11,039,831.29 109,016,239.58

Accumulated Depreciation

As at January 1, 2012 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

Depreciation 1,767,685.87 7,472,527.30 564,307.64 1,218,797.93 11,023,318.74

Disposal/transfers out - (822,395.47) (410,158.67) - (1,232,554.14)

As at December 31, 2013 5,975,910.41 24,441,065.74 15,769,928.25 4,225,790.15 50,412,694.55

Allowance for impairment of assets

As at January 1, 2012 - - - - -

Loss from impairment 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

Loss from impairment of assets - 1,188,338.00 - - 1,188,338.00

Reversal loss from impairment

of assets - (315,889.26) - - (315,889.26)

As at December 31, 2013 - 2,485,333.64 - - 2,485,333.64


Baht

Building Fixtures and

improvements office equipment Equipment Vehicles Total

Net Book Value

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

Owned assets 14,350,947.56 27,795,362.70 5,592,901.50 - 47,739,184.76

Assets under finance leases - 1,564,958.49 - 6,814,041.14 8,379,026.63

As at December 31, 2013 14,350,947.56 29,360,321.19 5,592,901.50 6,814,041.14 56,118,211.39

Baht

2013 2012

Depreciation for the years ended December 31

was included in selling and administrative expenses 11,023,318.74 9,203,274.83

As at December 31

The cost amount before accumulated depreciation

which have been fully depreciated and still in use 29,095,413.92 20,617,597.76

As at December 31, 2013

Lessor Period Rate of rent and Note service fees per month (Millions Baht) Land including construction lease Third party 3 years 0.61 Can be renewing the contract every 3 years. Space rental agreements Third party 1 - 3 years 4.62 Can be renewing the contract if expired. (See Note 27.2.1)


10. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS

Bank overdrafts and short-term loans from financial institutions as at December 31, 2013 and 2012 consisted of:

Credit lines

Financial Institutions Type of credit 2013 2012 Unit Referred interest rate

First Bank overdrafts 14.72 14.26 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 (see Note 27.1) 0.28 0.64 Millions Baht MOR Forward exchange contracts 2.55 3.35 Millions US dollar Second Forward exchange contracts 100.00 100.00 Millions Baht

11. TRADE AND OTHER PAYABLE

Trade and other payables as at December 31, 2013 and 2012 consisted of:

Baht

2013 2012

Trade accounts payable 23,455,322.73 130,752,643.19 Other payables 17,140,812.47 12,541,432.44 Accrued expenses 28,634,729.32 27,763,582.91

Total 269,230,864.52 171,057,658.54

12. LOANS FROM FINANCIAL INSTITUTIONS

Loans from financial institutions as at December 31, 2012 consisted of:

Baht

Loans from financial institutions 6,666,656.00 Less Current portion (6,666,656.00)

Long-term loans from financial institutions -


Credit lines Principal

(Millions Baht) (Millions Baht) Reference Interest rate

Lender 2013 2012 2013 2012 Period Per anum Repayment

Bank 20.00 20.00 - 6.67 Repayment 36 MLR Principal repayment

installments since on a monthly basis

December 30, 2010 amount Baht 0.56

million per month

Movements of loans from financial institutions for the years ended December 31, 2013 and 2012

were as follows:

Baht

2013 2012

Beginning balance 6,666,656.00 13,333,328.00 Increase - - Decrease (6,666,656.00) (6,666,672.00)

Ending balance - 6,666,656.00

13. CURRENT PORTION OF LONG-TERM DEBTS

Current portion of long-term debts as at December 31, 2013 and 2012 consisted of:

Baht

Note 2013 2012

Loans from financial institutions 12 - 6,666,656.00

Liability under finance lease 2,317,992.62 1,997,543.77

Total 2,317,992.62 8,664,199.77

14. OTHER CURRENT LIABILITIES

Other current liabilities as at December 31, 2013 and 2012 consisted of:

Baht

2013 2012

Advance received for goods 11,012,483.23 26,141,905.32

Withholding tax payables 7,948,396.67 9,844,533.38

Others 572,645.08 432,785.80

Total 19,533,524.98 36,419,224.50


15. EMPLOYEE BENEFITS

Movement of the present value of employee benefits obligation and employee benefits expenses in statements of comprehensive income for the years ended December 31, 2013 and 2012 as follows:

Baht

2013 2012

Post-employment benefit plan

Present value of employee benefit obligations as at January 1 5,346,722.99 3,528,994.68

Employee benefit expenses in the statements of comprehensive income :

Current service cost 849,342.60 962,735.22

Interest cost 136,711.73 291,309.00

Unrecongnised actuarial (gain) loss 94,177.79 (856,534.96)

Previous service cost 2,162,700.13 1,848,808.44

Retired employee benefit (3,727,001.46) (428,589.39)

Present value of employee benefit obligations as at December 31 4,862,653.78 5,346,722.99

Employee benefits obligations in the statements of financial position as at December 31, 2013 and 2012

consisted of:

Baht

2013 2012

Post-employment benefit plan

Present value of obligations 4,862,653.78 7,596,197.04

Previous unrecongnised service cost - (2,249,474.05)

Employee benefits obligations - recognised in statements

of financial position 4,862,653.78 5,346,722.99

The Company made 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 weighted averages) 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


16. DEFERRED TAX

Deferred tax as at December 31, 2013 and 2012 consisted of:

Baht

2013 2012

Deferred tax assets 1,692,530.76 1,069,344.60

Deferred tax liabilities (137,247.53) (160,229.60)

Deferred tax assets - net 1,555,283.23 909,115.00

Movements of deferred tax assets and liabilities during the years as follow:

Baht 2013 2012

At January 1 Profit(loss) At December 31 At January 1 Profit(loss) At December 31

Deferred tax assets

Employee benefit obligations 1,069,344.60 (96,813.84) 972,530.76 705,798.94 363,545.66 1,069,344.60

Provisions - 720,000.00 720,000.00 - - -

Total 1,069,344.60 623,186.16 1,692,530.76 705,798.94 363,545.66 1,069,344.60

Deferred tax liabilities

Building and equipment 160,229.60 (22,982.07) 137,247.53 160,970.79 (741.19) 160,229.60

17. SHARE CAPITAL

The Company issued ordinary shares in the amount of 975,500 shares offering to exercise warrants for directors and employees of 975,500 units (see Note 18) at par value of Baht 1 and the Company registered the change of paid-up share capital from Baht 173.30 million to Baht 174.27 million with the Ministry of Com-merce on November 7, 2013.

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 18) 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.


18. 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:

Type of Securities : Warrants purchasing ordinary shares of Jubilee Enterprise Public

Company Limited to allotto the directors and employees.

Type of 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

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 warrants to directors and employees exercisable at end of 4 years, all of the warrants have been allocated.

The fifth 7 days after the Company issued warrants to 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 as follows:

Year Lot

2010 1 1,249,375 1,121,500 66,000 61,875 2011 2 1,315,375 1,166,250 - 149,125 2012 3 1,249,375 1,009,875 - 239,500 2013 4 1,249,375 975,500 - 273,875

19. DIVIDEND PAID

The Board of Directors’ meeting held on August 13, 2013, a resolution was passed to approve the pay-ment of an interim dividend at the rate of Baht 0.15 per share, in the total amount of Baht 25.99 million.The Ordinary General Meeting of Shareholders held on April 23, 2013, a resolution was passed to approve the payment of dividend at the rate of Baht 0.30 per share, in the total amount of Baht 51.99 million.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.

20. SHARE PREMIUM

Section 51 of the Public Limited Companies Act B.E. 2535 requires companies to set aside share sub-scriptions 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.

21. 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.

The warrants which can exercise to ordinary shares

The warrants which were exercised to ordinary shares

The warrants which were not yet

excercised

The warrants which were canceled


22. EXPENSES BY NATURE

Significant expenses by nature for the years ended December 31, 2013 and 2012 consisted of:

Baht 2013 2012

Changes in finished goods and work in process (89,898,422.87) (63,830,273.68) Purchases of finished goods 280,948,169.09 197,658,496.79 Raw materials and supplies used 650,010,547.89 543,927,370.01 Employee expenses 100,234,558.10 77,721,495.22 Depreciation and amortization 13,278,400.70 14,147,527.10 Advertising and public relation expenses 8,794,331.52 10,941,013.91 Sale promotion expenses 148,312,237.63 123,020,071.79 Rental and service expenses 51,817,791.82 39,258,953.60

23. FINANCE COSTS

Finance costs for the years ended December 31, 2013 and 2012 consisted of:

Baht 2013 2012

Interest expense 522,426.88 952,445.63

24. 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.

25. SEGMENT INFORMATION

Operating segment information is reported in a manner consistent maker in order to make decisions about the allocation of resources to the segment and assess its performance. The chief operating decision maker has been identified as the directors of the Company.

Management considers that the Company operate in a single line of business, 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.


26. INCOME TAX

Corporate income tax for the years ended December 31, 2013 and 2012 was calculated at a rate specified by the Revenue Department on net earnings after adjusting certain conditions according to the Revenue Code. The Company recorded the corporation income tax as expense for the years and recorded the accrued portion as liabilities in the statements of financial position.

Income tax reduction

Royal Decree No. 467 B.E. 2550 dated October 7, 2010 grants a reduction in the corporate income tax rate from 30% to 20% on net profit for applicant of the Company listed on the Stock Exchange of Thailand between January 1, 2007 to December 31, 2008 and was registered within the date of December 31, 2009 for a period of three years.

Royal Decree No. 530 B.E. 2554 dated December 14, 2011 grants a reduction in the corporate income tax rate from 30% to 23% on net profit for the accounting period beginning on or after January 1, 2012, and will be reduced to 20% on net profit for the two consecutive accounting periods beginning on or after January 1, 2013 onwards. Income tax expense for the years ended December 31, 2013 and 2012 consisted of:

Baht

2013 2012 Current tax expense Current year 51,349,532.52 42,633,230.90 Deferred tax expense

Movement in temporary differences (646,168.23) (364,286.85)

Income tax expenses 50,703,364.29 42,268,944.05


Reconciliation of effective tax rate 2013 2012

Tax rate Tax rate (%) Baht (%) Baht Profit before income tax 253,500,295.14 208,499,018.90

Income tax using the corporate tax rate 20 50,700,059.02 20 41,699,803.78 Expenses not deductible for tax purposes 649,473.50 933,427.12

Current tax 20 51,349,532.52 20 42,633,230.90 Movement in temporary differences (646,168.23) (364,286.85)

Income tax expenses 20 50,703,364.29 20 42,268,944.05

27. COMMITMENTS

As at December 31, 2013 the Company had commitments as follows:

27.1 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 0.28 million (see Note 10). 27.2 Commitments under the agreements: 27.2.1 Paid under space rental agreements with other persons, the monthly rental and service fee is in the amount of Baht 5.23 million (see Note 9). 27.2.2 Paid under the computer software agreement with other person in the amount of Baht 0.60 million and paid under purchase and maintenance computer software in the rate of Baht 0.33 million per year. 27.2.3 Paid under renovated sales office agreement in the remaining amount of Baht 4.31 million.

28. 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 market 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 addi-tion, 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, 2013 and 2012 the Company had assets and liabilities in foreign currencies as follows:

Foreign Currency Assets Liabilities 2013 2012 2013 2012 Hedging US Dollars - - 1,250,113.64 260,665.89 Non-Hedging US Dollars - 39,482.46 - 877,601.99 Hongkong Dollars 6,650.00 9,919.00 - - Singapore Dollars 6,702.00 3,842.00 - - Renminbi 8,596.00 734.00 - - (Republic of Chaina)

Credit risk – trade accounts receivable

The Company has a policy on hedging credit risk from trade accounts receivable by forming conserva-tive 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.

29. EVENT AFTER THE REPORTING PERIOD The Board of Directors’ Meeting held on February 21, 2014, a resolution to propose to Ordinary General Meeting of Shareholders to approve the payment of a dividend at the rate of Baht 0.55 per share, in the total amount of Baht 95.85 million.

30. APPROVAL OF FINANCIAL STATEMENTS These financial statements have been approved for issue by the Company’s Board of Directors on February 21, 2014.

jubile: jubilee enterprise public company limited | annual ... · 14 annual report 2013 jubilee...

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