UBIS: Ubis (Asia) Public Company Limited | Annual Report 2013 · Education Bachelor of Engineering,...

Contents

Financial Highlights 1

Company Profile 2

Major Shareholders 4

Management Structure 6

Biography of Board of Directors and Executives 7

Shareholding of the Board and Executives 11

Financial Statements 14

Investors can find more information of company from Annual Registration Statement (F56-1) at www.sec.or.th

1

Financial Highlights

Consolidated Financial Statements

Separate Financial Statements

For the fiscal year ended December 31 2013 2012 2011 2013 2012 2011

Stock Data

Par Value (Baht) 1.00 1.00 1.00 1.00 1.00 1.00

Book Value (Baht) 1.55 1.36 1.26 1.60 1.36 1.23

Earnings Per Share (Baht) 0.38 0.33 0.28 0.44 0.36 0.28

Operating Results (Thousand Baht)

Sales Revenue 711,374 749,352 699,873 682,038 716,398 673,664

Total Income 726,400 761,384 717,025 695,969 728,795 687,478

Net Profit 87,083 75,141 65,739 100,533 81,101 63,477

Balance Sheet (Thousand Baht)

Total Assets 535,810 473,507 426,557 567,758 506,987 417,290

Total Liabilities 180,939 164,430 140,272 203,222 197,383 137,488

Paid-up Capital 228,000 190,000 190,000 228,000 190,000 190,000

Shareholders’ Equity 354,871 309,077 286,285 364,536 309,604 279,802

Financial Ratios

Return on Shareholders’ equity (%) 26.20 25.20 22.45 29.83 27.52 22.95

Return on Total Assets (%) 17.22 16.66 15.19 18.71 17.55 16.36

Return on Fixed Assets (%) 66.32 140.31 313.83 80.80 152.36 317.97

Gross Profit (%) 35.11 31.54 29.14 32.62 28.71 26.58

Net Profit (%) 11.96 9.85 8.80 14.45 11.13 9.23

2

Company Profile

1 General Information

1) Company Information;

Company Name Ubis (Asia) Public Company Limited

Type of Business Manufacturer of Can Coating / Lacquer and Can Sealing Compound /

Sealant to can makers for both domestic and overseas

Company Registration No. 0107547000826

Location of Head Office 20-22 Narathiwat Ratchanakharin Rd., Chongnonsee,

Yannawa, Bangkok 10120 Tel: 0 2678 4222 Fax: 0 2287 2018

Location of Factory 48/1 Moo 6, Petchkasem Rd., Tumbon Klong Mai, Amphoe Sampran,

Nakornprathom Province Tel: 0 3432 2911 Fax: 0 3432 4233

Website www.ubisasia.com

Registered Capital Baht 228,000,000 (Common Share 228,000,000 shares, Par Value Baht 1.00)

Issuing and Paid up Capital Baht 227,999,991 (Common Share 227,999,991 shares, Par Value Baht 1.00)

Founded year 17 June 1997

Investor Relations Mr. Sawang Dhangwattanotai and Mr. Akrawin Boonmongkolras

Tel: 0 2678 4222 ext 320 Fax: 0 2287 2018

Email: [email protected]

2) Subsidiary Company Information

1St Company Name Ubis All Co.,Ltd

Type of Business Distributor of food and beverage ingredient products for food and

beverage industries





Issuing and Paid up Capital Baht 10,000,000 (Common Share 1,000,000 shares, Par Value Baht 10.00)

Founded year 10 May 2012

2nd Company Name Ubis Primatech Limited

Type of Business Manufacturer of Can Sealing Compound / Sealant to can maker for

both domestic and overseas


3




Issuing and Paid up Capital 25% of registered capital

Baht 40,000,000 (Common Share 16,000,000 shares, Par Value Baht 2.50)

Founded year 30 May 2012

3rd Company Name Vita International Trading (Guangzhou) Co.,Ltd

Type of Business Distributor of Can Coating / Can Sealing Compound / Sealant to can

makers in China


Location of Head Office Room 901-905, Guankliang Plaza, 510075, P.R. China

Tel: (86) 20 8767 5791 Fax: (86) 20 8767 7386

Registered and paid up capital USD 1.4 million (equivalent to Baht 38.03 million)

3) References

Auditor Mr. Udom Thanuratpong, C.P.A. No.8501

ANS Audit Co., Ltd.

100/72, 22nd Floor, 100/2 Vongvanij Building B,

Rama 9 Road, Huaykwang, Bangkok 10320

Tel: 0 2645 0107 – 9 Fax: 0 2645 0110

Law Consultant Mrs. Warisa Chaleekul, Sean (2010) Co., Ltd

44/555 Moo 10, Nawamin Road, Klong Kum,

Bueng Kum, Bangkok 10230

Tel: 0 2510 0690 Fax: 0 2510 0680

Financial Advisor None

Security Registrar Thailand Securities Depository Co., Ltd.

The Stock Exchange of Thailand Building,

62 Ratchadaphisek Road, Klongtoey, Bangkok 10110,

Tel: 0 2229 2800 Fax: 0 2359 1259

2 Other Information - none

4

Major Shareholders

The top ten list of shareholders as shown in the registration book as at December 27, 2012 and as

follows:

Shareholders No. of shares

owned %

1. Group of Dhangwatnotai 139,059,990 60.99 %

Mr. Sawong Dhangwatnotai 52,099,950 22.85 %

Mr. Peerapong Dhangwatnotai 15,620,580 6.85 %

Mr. Pongsatorn Dhangwatnotai 12,202,500 5.35 %

Mr. Sawang Dhangwattanotai 2,829,750 1.24 %

Mr. Phattra Dhangwattanotai 7,000,000 3.07 %

Mr. Nida Dhangwattanotai 1,400,000 0.62 %

Mr. Sawat Dhangwattanotai 13,250,850 5.81 %

Mr. Chana Dhangwattanotai 9,400,350 4.12 %

Miss Mayuree Dhangwattanotai 2,469,000 1.08 %

Miss Rachanee Dhangwattanotai 2,349,000 1.03 %

Mr. Sawaeng Dhangwatnotai 4,238,010 1.86 %

Mr. Sakarn Dhangwatnotai 9,000,000 3.95 %

Miss Pintong Dhangwatnotai 7,200,000 3.16 %

2. Mr. Somchai Lurngnateetape 21,597,750 9.47 %

3. CITIBANK NOMINEES SINGAPORE PTE LTD - UBS AG LONDON BRANCH-NRBS IPB CLIENT SEG

8,510,880 3.73 %

4. Miss Sudkaneong Panyatara 7,561,320 3.32 %

5. Mr. Surachat Pongphattarine 7,342,800 3.22 %

6. Miss Rungtiwa Phadee 7,050,080 3.09 %

7. Miss Nuttawan Boontah 6,837,840 3.00 %

8. Mr. Komsan Techamitrijitr 6,030,000 2.64 %

9. Mr. Thaneth Thumrongluck 3,161,699 1.39 %

10. Mr. Amornwat Thirakritporn 2,617,800 1.15 %

Other shareholders 18,229,832 8.29 %

Total 227,999,991 100.00 %

5

Limitation of Foreign Shareholder

The foreign shareholders cannot hold company shares more than 49% of total shares issued and

fully paid up. As of December 27, 2013, they held 4.63 % of total shares.

Dividend Policy

UBIS has a policy to pay dividend not less than 40% of net profit from the operation after deducting

income tax and legal reserve on the condition that there is no requirement to use fund for investment or

business expansion and there is enough cash flow to pay. However, the Board of Directors may propose to

pay dividend different from the policy depending on the Company’s situation and necessaries, such as the

case of investment project or change of economy and business environment, or events affecting cash flow of

the Company.

Subsidiary’s Dividend Policy

The Subsidiary has policy to pay dividend based on the performance. The dividend payment

depends on the Subsidiary’s cash flow and investment plan in the future.

Shareholding of the Boards and Executives

As at December 27, 2013

Name จํานวนหุนท่ีถือ สัดสวนการถือหุน

1. Mr. Sawong Dhangwatnotai 52,099,950 22.85 %

2. Mr. Somchai Lurngnateetape 21,597,750 9.47 %

3. Mr. Pongsatorn Dhangwatnotai 12,202,500 5.35 %

4. Mr. Surachat Pongphattarine 7,342,800 3.22 %

5. Mr. Thaneth Thumrongluck 3,161,699 1.39 %

6. Mr. Sawang Dhangwattanotai 2,829,750 1.24 %

7. Mr. Doug Rasic 1,218,000 0.53 %

8. Mr. Nawat Triyapongpattana 550,000 0.24 %

รวม 101,002,449 44.29 %

6

Management Structure

Organization Structure

Management Structure

Note: EVP-Exceutive Vice President / SEVP-Senior Executive Vice President

Ubis All Co.,Ltd

Ubis (Asia) Public Company Limited

100%

Vita International Trading (Guangzhou) Co., Ltd.

Ubis Primatech Limited

99.99% 89.99%

Production Dept.

Marketing Dept.

Audit Committee CEO

Internal Audit

Sales Dept.

HR Dept. Admin

Dept. Acc. & Fin

Dept.

Board of directors

EVP Office of director

Company Secretary

EVP Sale

SEVP Production

MD

EVP

Operation

EVP Marketing

EVP Product

Technology

7

Biography of the Board of Directors and Executive

1. Mr. Sawong Dhangwatnotai

Education Master of Business Administration,

George Washington University, USA

Bachelor of Engineering,

Chulalongkorn University

Training Certificate Director Accreditation Program

Thai Institute of Directors

Present Position Director / Chairman


CEO


Year of directorship 10 years

Position in other listed company none

Position in company that may cause conflict of interest none

There are interested transaction in company and its affiliates none

6. Mr. Somchai Lurngnateetape

Education Bachelor of Engineering,




Certificate, Mini M.B.A.,

Thammasat University

Present Position Director / Vice Chairman,


Senior Executive Vice President – Production,






8

3. Mr. Thaneth Thumrongluck

Education Bachelor of Economics,




Present Position Director / Vice Chairman,


Executive Vice President – Sales,






4. Mr. Surachart Pongpattarine

Education Diploma of Business Administration,

Montgomery College, USA



Present Position Director / Executive Director,


Executive Vice President – Office of the President,



Position in other listed company Independent Director,

CPS Steel Center Plc.



9

5. Mr. Sawang Dhangwattanotai


Oklahoma State University, USA





Present Position Director / Executive Director,


Executive Vice President - Operation,






6. Mr. Pongsatorn Dhangwatnotai


National University, USA

Bachelor of Science,

Srinakharinwirot University



Present Position Director,


Executive Vice President - Marketing,






10

7. Mr. Phakdi Kanchanavalai

Education Bachelor of Commerce and Accountancy,




Present Position Independent Director,

President of Audit Committee,


Certified Public Accountant,

Kanchanakit Accounting Office


Holding the share: none




Relationship: Neither related the Company nor be a closed relative with the Executives

8. Mr. Pongsak Liangsiri

Education Master of Information Technology,

City College of New York, USA

Bachelor of Information Technology,

City College of New York, USA



Present Position Independent Director / Audit Committee,







Relationship: Neither related the Company nor be a closed relative with the Executives

11

9. Mr. Visuth Jirathiyut


National Institute of Development Administration





Present Position Independent Director / Audit Committee,


Chairman,

Siam Steel Syndicate Public Company Limited.






Relationship: Neither related the Company nor be a closed relative with the Executives.

10. Mr. Nawat Triyapongpattana


Bangkok University

Bachelor of Arts (Humanities),

Kasetsart University

Training -

Present Position Managing Director / Executive Director






12

11. Mr. Doug Rasic

Education Doctorate of Science, Chemistry,

New South Wales University

Master of Science, Chemistry,

New South Wales University

Bachelor of Science, Chemistry,

Belgrade University

Present Position Executive Director,


Executive Vice President – Product Technology


Work Experience Technical Manager – Asia, ICI

Technical Manager – Asia, Coats Brothers

Technical Manager – Asia, W.R. Grace




12. Mr. Akrawin Boonmongkolras

Education Bachelor of Accountancy,


Present Position Vice President – Account and Finance Dept.,

Company Secretary


13

Report of Independent Auditor

AUDITOR’S REPORT

To the Board of Directors and Shareholders of UBIS (ASIA) Public Company Limited

I have audited the accompanying consolidated financial statements of UBIS (ASIA) Public Company Limited and its

subsidiaries, which comprise the consolidated statement of financial position as at December 31, 2013, and the consolidated statement of comprehensive income, statement of changes in shareholders' equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. I have also audited the accompanying separate financial statements of UBIS (ASIA) Public Company Limited which comprise the separate statement of financial position as at December 31, 2013, and the separate statement of comprehensive income, statement of changes in

shareholders' equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on these financial s tatements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements . The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements .

14

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 mater ial respects, the consolidated financial position of UBIS (ASIA) Public Company L imited and its subsidiaries as at December 31, 2013, and their f inancial performance and cash flows for the year then ended, and the separate financial position of UBIS (ASIA) 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 Matter

I draw attention to Note 2 to the financial statements, during the year ended December 31, 2013, the Group has adopted new and revised Thai Financial Reporting Standards, which are issued by the Federation of Accounting Professions and effective for the financial statements for the period beginning on or after January 1, 2013, for the preparation and presentation of these financial statements. The consolidated and separate financial statements for the year ended ended December 31, 2012 and the consolidated and separate statements of financial position as at January 1, 2012 which have been presented herewith for comparative purposes have been restated for the effects of the adoption of new and revised Thai Financial Reporting Standards.

My opinion is unqualified opinion and is not affected in respect of this matter.

Udom Thanuratpong

Certified Public Accountant

Registration Number 8501

ANS Audit Co., Ltd. Bangkok, February 26, 2014

15

Financial Statement

UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

STATEMENTS OF FINANCIAL POSITION

AS AT DECEMBER 31, 2013

Note December 31, 2013December 31, 2012 January 1, 2012 December 31, 2013December 31, 2012 January 1, 2012

(Restated) (Restated) (Restated) (Restated)

ASSETS 3

CURRENT ASSETS

Cash and cash equivalents 5 10,629,232.96 25,509,273.92 20,809,480.02 713,184.85 13,212,694.69 15,261,925.54

Current investments - - 82,020,000.00 - - 82,020,000.00

Trade and other receivables 4, 6 219,222,861.12 226,883,352.01 206,915,894.70 212,285,286.08 210,899,966.24 184,235,433.93

Short-term loans to related paties 4 - - - 2,000,000.00 500,000.00 -

Inventories 2, 7 109,229,938.91 113,871,780.18 86,758,387.06 85,675,756.47 96,674,300.90 68,213,574.38

Other current assets 1,745,154.69 43,283.91 33,717.29 1,745,154.69 43,283.91 33,717.29

Total Current Assets 340,827,187.68 366,307,690.02 396,537,479.07 302,419,382.09 321,330,245.74 349,764,651.14

NON-CURRENT ASSETS

Investments in subsidiaries 8 - - - 87,027,472.50 80,277,487.50 38,027,500.00

Restricted deposits at financial institutions 9 811,100.00 399,100.00 399,100.00 811,100.00 399,100.00 399,100.00

Property, plant and equipment 2, 10 182,432,560.78 95,881,594.06 19,392,213.22 167,017,012.03 94,825,398.22 19,225,079.02

Intangible assets 11 77,432.69 113,093.38 189,172.47 77,432.69 113,093.38 189,172.47

Deferred tax assets 2, 12 9,206,926.76 8,354,769.02 7,539,524.74 8,332,025.76 7,937,228.08 7,539,524.74

Other non-current assets 4, 13 2,454,853.33 2,450,432.82 2,499,327.08 2,074,000.00 2,104,241.56 2,144,939.45

Total Non-Current Assets 194,982,873.56 107,198,989.28 30,019,337.51 265,339,042.98 185,656,548.74 67,525,315.68

TOTAL ASSETS 535,810,061.24 473,506,679.30 426,556,816.58 567,758,425.07 506,986,794.48 417,289,966.82

Unit: Baht

Consolidated Separate

financial statements financial statements

The accompanying notes are an integral part of these financial statements.

16


STATEMENTS OF FINANCIAL POSITION

AS AT DECEMBER 31, 2013

Note December 31, 2013December 31, 2012 January 1, 2012 December 31, 2013December 31, 2012 January 1, 2012

(Restated) (Restated) (Restated) (Restated)

LIABILITIES AND SHAREHOLDERS' EQUITY 3

CURRENT LIABILITIES

Bank overdrafts and short-term loans from

financial institutions 14 17,558,689.74 3,118,936.15 360,515.66 17,558,689.74 158,466.45 360,515.66

Trade and other payables 4, 15 105,982,565.68 107,636,334.13 83,454,077.49 100,904,712.64 106,729,621.86 82,352,559.73

Short-term loans from related parties 4 - - - 27,500,000.00 37,500,000.00 -

Accrued income tax 12,451,781.85 11,342,990.27 15,058,875.05 12,451,781.85 11,279,148.11 13,376,189.22

Other current liabilities 2,148,909.73 552,192.63 659,216.26 2,148,909.73 10,055.11 659,216.26

Total Current Liabilities 138,141,947.00 122,650,453.18 99,532,684.46 160,564,093.96 155,677,291.53 96,748,480.87

NON-CURRENT LIABILITIES

Deferred revenue 21 997,560.51 2,019,480.51 3,041,400.51 997,560.51 2,019,480.51 3,041,400.51

Employee benefit obligations 16 41,799,805.13 39,759,553.82 37,697,623.70 41,660,128.84 39,686,140.38 37,697,623.70

Total Non-Current Liabilities 42,797,365.64 41,779,034.33 40,739,024.21 42,657,689.35 41,705,620.89 40,739,024.21

Total Liabilities 180,939,312.64 164,429,487.51 140,271,708.67 203,221,783.31 197,382,912.42 137,487,505.08

SHAREHOLDERS' EQUITY

Share Capital

Authorized share capital

228,000,000 ordinary shares in the year 2013 and

190,000,000 ordinary shares in the year 2012, Baht 1 par value 19 228,000,000.00 190,000,000.00 190,000,000.00 228,000,000.00 190,000,000.00 190,000,000.00

Issued and paid-up share capital

227,999,991 ordinary shares in the year 2013 and

190,000,000 ordinary shares in the year 2012, Baht 1 per share 19 227,999,991.00 190,000,000.00 190,000,000.00 227,999,991.00 190,000,000.00 190,000,000.00

Premium on shares capital 17 26,870,810.00 26,870,810.00 26,870,810.00 26,870,810.00 26,870,810.00 26,870,810.00

Retained earnings

Appropriated to legal reserve 18 22,800,000.00 19,000,000.00 19,000,000.00 22,800,000.00 19,000,000.00 19,000,000.00

Unappropriated 2, 18, 19 72,908,170.50 73,225,586.16 49,384,683.17 86,865,840.76 73,733,072.06 43,931,651.74

Other component of shareholders' equity 2 3,645,439.90 (120,456.18) 1,029,614.74 - - -

Total Shareholders' Equity of the Company 354,224,411.40 308,975,939.98 286,285,107.91 364,536,641.76 309,603,882.06 279,802,461.74

Non-controlling Interests 2 646,337.20 101,251.81 - - - -

Total Shareholders' Equity 354,870,748.60 309,077,191.79 286,285,107.91 364,536,641.76 309,603,882.06 279,802,461.74

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 535,810,061.24 473,506,679.30 426,556,816.58 567,758,425.07 506,986,794.48 417,289,966.82

Unit: Baht



The accompanying notes are an integral part of these financial statements.

17


STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2013

Note 2013 2012 2013 2012

3 (Restated) (Restated)

Revenues from sales 4 711,373,829.40 749,351,735.17 682,037,748.57 716,398,270.25

Cost of sales 4, 22 (461,634,661.98) (513,032,748.90) (459,540,670.63) (510,753,770.37)

Gross profit 249,739,167.42 236,318,986.27 222,497,077.94 205,644,499.88

Other incomes 2, 4, 20 15,025,663.41 12,032,910.65 13,930,887.17 12,396,814.22

Selling expenses 22 (84,828,173.60) (79,517,021.49) (55,124,402.23) (52,408,428.50)

Administrative expenses 4, 22 (68,271,735.45) (69,629,778.30) (55,284,985.76) (59,844,817.37)

Finance cost 4, 22 (228,479.73) (64,242.64) (473,166.70) (184,483.72)

Profit before income tax 111,436,442.05 99,140,854.49 125,545,410.42 105,603,584.51

Income tax expense 23 (24,558,788.22) (24,148,712.19) (25,012,642.62) (24,502,164.19)

Profit for the years 86,877,653.83 74,992,142.30 100,532,767.80 81,101,420.32

Other comprehensive income (loss) :

Exchange differences on translating financial statements

of foreign operation 2 3,765,896.08 (1,150,070.92) - -

Other comprehensive income (loss) for the years 3,765,896.08 (1,150,070.92) - -

Total comprehensive income for the years 90,643,549.91 73,842,071.38 100,532,767.80 81,101,420.32

Profit (loss) attributable to

Owners of the parent 87,082,583.44 75,140,902.99 100,532,767.80 81,101,420.32

Non-controlling interests (204,929.61) (148,760.69) - -

86,877,653.83 74,992,142.30 100,532,767.80 81,101,420.32

Total comprehensive income (loss) attributable to

Owners of the parent 90,848,479.52 73,990,832.07 100,532,767.80 81,101,420.32

Non-controlling interests (204,929.61) (148,760.69) - -

90,643,549.91 73,842,071.38 100,532,767.80 81,101,420.32

Basic earnings per share

Profit attributable to owners of the parent 2, 3 0.38 0.33 0.44 0.36

Weighted average number of ordinary shares (shares) 3 227,999,991 227,999,991 227,999,991 227,999,991

Unit: Baht



The accompanying notes are an integral part of these financial statements

18

UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITYFOR THE YEAR ENDED DECEMBER 31, 2013

Other component of shareholders' equityOther comprehensive

income Total

Share capital Premium on Translating financial Shareholders' Equity Non-controlling TotalNote issued and paid-up share capital Appropriated Unappropriated statements of the Company interests Shareholders' equity

(Restated) (Restated) (Restated)Balance at January 1, 2012 190,000,000.00 26,870,810.00 19,000,000.00 41,382,492.36 - 277,253,302.36 - 277,253,302.36 Effects of changes in accounting policies 2 - - - 8,002,190.81 1,029,614.74 9,031,805.55 - 9,031,805.55 Adjusted balance 190,000,000.00 26,870,810.00 19,000,000.00 49,384,683.17 1,029,614.74 286,285,107.91 - 286,285,107.91 Changes in shareholders' equity for the year 2012 :

Issued and paid-up ordinary shares-subsidiaries - - - - - - 250,012.50 250,012.50 Dividend payment 19 - - - (51,300,000.00) - (51,300,000.00) - (51,300,000.00) Total comprehensive income (loss) for the year 2012 - - - 75,140,902.99 (1,150,070.92) 73,990,832.07 (148,760.69) 73,842,071.38

Balance at December 31, 2012 190,000,000.00 26,870,810.00 19,000,000.00 73,225,586.16 (120,456.18) 308,975,939.98 101,251.81 309,077,191.79 Changes in shareholders' equity for the year 2013 :

Issued and paid-up ordinary shares-subsidiaries - - - - - - 750,015.00 750,015.00 Issued stock dividend 19 37,999,991.00 - - (37,999,991.00) - - - - Dividend payment 19 - - - (45,600,008.10) - (45,600,008.10) - (45,600,008.10) Total comprehensive income (loss) for the year 2013 - - - 87,082,583.44 3,765,896.08 90,848,479.52 (204,929.61) 90,643,549.91 Legal reserve 18 - - 3,800,000.00 (3,800,000.00) - - - -

Balance at December 31, 2013 227,999,991.00 26,870,810.00 22,800,000.00 72,908,170.50 3,645,439.90 354,224,411.40 646,337.20 354,870,748.60

Unit: BahtConsolidated financial statements

Equity attributable to shareholders' equity of the Company

Retained earnings


19

UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITYFOR THE YEAR ENDED DECEMBER 31, 2013

Other component of shareholders' equity

Share capital Premium on Other comprehensive TotalNote issued and paid-up ordinary shares Appropriated Unappropriated income shareholders'

(Restated)Balance at January 1, 2012 190,000,000.00 26,870,810.00 19,000,000.00 36,392,127.00 - 272,262,937.00 Effects of changes in accounting policies 2 - - - 7,539,524.74 - 7,539,524.74 Adjusted balance 190,000,000.00 26,870,810.00 19,000,000.00 43,931,651.74 - 279,802,461.74 Changes in shareholders' equity for the year 2012 :

Dividend payment 19 - - - (51,300,000.00) - (51,300,000.00) Total comprehensive income for the year 2012 - - - 81,101,420.32 - 81,101,420.32

Balance at December 31, 2012 190,000,000.00 26,870,810.00 19,000,000.00 73,733,072.06 - 309,603,882.06 Changes in shareholders' equity for the year 2013 :

Issued stock dividend 19 37,999,991.00 - - (37,999,991.00) - - Dividend payment 19 - - - (45,600,008.10) - (45,600,008.10) Total comprehensive income for the year 2013 - - - 100,532,767.80 - 100,532,767.80 Legal reserve 18 - - 3,800,000.00 (3,800,000.00) - -

Balance at December 31, 2013 227,999,991.00 26,870,810.00 22,800,000.00 86,865,840.76 - 364,536,641.76

Unit: BahtSeparate financial statements

Retained earnings


20

UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013

2013 2012 2013 2012(Restated) (Restated)

Cash Flows from Operating Activities:Profit before income tax 111,436,442.05 99,140,854.49 125,545,410.42 105,603,584.51 Adjustments to reconcile profit before income tax to net cash provided by (used in) operating activities:

Depreciation and amortization 5,481,392.46 5,987,334.68 5,317,760.38 5,900,025.84 Doubtful accounts (Reversal) (306,676.82) 26,047.09 (1,038,202.14) - Amortization of deferred revenue (1,021,920.00) (1,021,920.00) (1,021,920.00) (1,021,920.00) Loss on devaluation of inventories (Reversal) (107,783.92) 475,916.71 133,179.39 - Interest income (881,075.49) (2,031,154.69) (734,350.88) (1,941,228.86) Interest expense 228,479.73 64,242.64 473,166.70 184,483.72 Loss on written off assets - 84.00 - 84.00 Unrealized loss on exchange rate 7,021,470.68 125,035.42 6,909,881.96 61,111.08 Provision incurred from the employee benefit liabilities 2,040,251.31 4,455,841.43 1,973,988.46 4,382,427.99

Profit from operating activities before changes in operating assets and liabilities 123,890,580.00 107,222,281.77 137,558,914.29 113,168,568.28

Change in operating assets (increase) decrease: Trade and other receivables 3,700,441.97 (20,173,278.23) (4,568,010.28) (27,159,581.02) Inventories 4,639,545.00 (27,617,362.62) 10,865,365.04 (28,460,726.52) Other current assets (1,701,870.78) (9,566.62) (1,701,870.78) 12,623.20 Other non-current assets - 10,456.57 - 10,456.57 Restricted deposits at financial institutions (412,000.00) - (412,000.00) -

Change in operating liabilities increase (decrease): Trade and other payables (14,335,648.93) 24,211,836.91 (15,156,741.66) 24,406,642.40 Other current liabilities (542,137.52) (117,078.74) - (659,216.26) Employee benefit obligations - (2,393,911.31) - (2,393,911.31)

Cash generated from operations 115,238,909.74 81,133,377.73 126,585,656.61 78,924,855.34 Interest paid (228,479.73) (64,242.64) (473,166.70) (184,483.72) Income tax paid (24,303,175.33) (28,681,456.88) (24,234,806.56) (26,996,908.64)

Net cash provided by operating activities 90,707,254.68 52,387,678.21 101,877,683.35 51,743,462.98

Unit: BahtConsolidated Separate



21

UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENTS OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2013

2013 2012 2013 2012(Restated) (Restated)

Cash Flows from Investing Activities:Interest received 884,886.43 2,115,794.68 738,161.82 2,333,451.51 Decrease in current investments - 82,020,000.00 - 82,020,000.00 Increase in investment in subsidiaries - - (6,749,985.00) (42,249,987.50) Purchases of property, plant and equipment (79,827,838.64) (82,373,087.68) (68,665,585.20) (81,385,158.63) Purchases of intangible assets - (8,950.00) - (8,950.00) Increase in short-term loans to related parties - - (4,800,000.00) (500,000.00) Cash receipt from short-term loans to related parties - - 3,300,000.00 -

Net cash provided by (used in) investing activities (78,942,952.21) 1,753,757.00 (76,177,408.38) (39,790,644.62) Cash Flows from Financing Activities:

Increase (Decrease) in bank overdrafts and short-term loansfrom financial institutions 14,439,753.59 (7,241,579.51) 17,400,223.29 (202,049.21)

Cash receipt from issuing ordinary shares-subsidiaries 750,015.00 250,012.50 - - Cash receipt from short-term loans from financial institutions - 10,000,000.00 - 10,000,000.00 Repayment of short-term loans from financial institutions - - - (10,000,000.00) Cash receipt from short-term loans from related parties - - - 40,100,000.00 Repayment from short-term loans from related parties - - (10,000,000.00) (2,600,000.00) Dividend payment (45,600,008.10) (51,300,000.00) (45,600,008.10) (51,300,000.00)

เงินสดสทุธิไดมาจากNet cash used in financing activities (30,410,239.51) (48,291,567.01) (38,199,784.81) (14,002,049.21) Net increase (decrease) in cash and cash equivalents (18,645,937.03) 5,849,868.20 (12,499,509.84) (2,049,230.85) Cash and cash equivalents at the beginning of the year 25,509,273.92 20,809,480.02 13,212,694.69 15,261,925.54 Exchange differences on translating financial statements

of foreign operation 3,765,896.08 (1,150,074.30) - - Cash and cash equivalents at the end of the year 10,629,232.96 25,509,273.92 713,184.85 13,212,694.69

Supplementary information of non-cash itemsDuring the year 2013:

The Company issued additional ordinary shares in the amount of 37,999,991 shares, Baht 1 per share for issuance stock dividend to shareholders (see Note 19).

The Company and subsidiaries purchase property, plant and equipment in the amount of Baht 12.13 million and Baht 8.78 million in the consolidated and separate financial statements, repectively which had not yet been paid.

Unit: BahtConsolidated Separate



22


NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2013

1. GENERAL INFORMATION

UBIS (ASIA) Public Company Limited, “the Company” was incorporated in Thailand under the Civil and Commercial

Code on June 17, 1997 and became a public company limited on September 9, 2004. The Company operates the business of

industrial chemical production. On May 9, 2007, the Company was listed on the Stock Exchange of Thailand in the “Market

for Alternative Investment” (mai).

The Company has a registered office at 20 - 22 Narathiwat Ratchanakharin Road, Chong-nonsee, Yannawa, Bangkok and

the plant is located at 48/1 Moo 6, Petchkaseam Road, Klong-mai, Sampran, Nakhonprathom.

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

The accompanying financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”)

including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) in

accordance with generally accepted accounting principles in Thailand.

The presentation of the financial statements has been made in compliance with the stipulations of the Notification of the

Department of Business Development dated September 28, 2011, issued under the Accounting Act B.E. 2543.

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 accordance with Thai Financial Reporting Standards requires management to

make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities,

income and expenses. The estimates and associated assumptions are based on historical experience and various other factors

that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about

carrying amounts of assets and liabilities that are not readily apparent from other sources. Subsequent actual results may differ

from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognized in the period in which the estimate is revised, if the revision affects only that period, and in the period of the

revision and future periods, if the revision affects both current and future periods

23

Adoption of new and revised TFRS

The Federation of Accounting Professions issued Thai Accounting Standards (“TAS”), Thai Financial Reporting Standard

(“TFRS”), Thai Interpretations (“TI”) and Accounting Guidance which are effective for fiscal years 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 Guidance for Transfer and Transferred

of Financial Assets

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

beginning on or after January 1, 2013. Such transition affected the Group’s overall financial position and financial

performance as follows:

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

The main change introduced by TAS 12 is the requirement to account for deferred tax assets and liabilities in the Group’s

financial 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 Group adopted TAS 12 with effective from January 1, 2013. 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

statements 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:

24

Unit: Baht

Consolidated financial statements Separate financial statements

December 31, December 31, January 1, December 31, December 31, January 1,

2013 2012 2012 2013 2012 2012

The statements of financial position

Increase in deferred tax assets 9,206,926.76 8,354,769.02 7,539,524.74 8,332,025.76 7,937,228.08 7,539,524.74

Increase in retained earnings 9,119,349.17 8,317,579.29 7,539,524.74 8,332,025.76 7,937,228.08 7,539,524.74

Increase in non-controlling

interests 87,577.59 37,189.73 - - - -

Increase in shareholders' equity 9,206,926.76 8,354,769.02 7,539,524.74 8,332,025.76 7,937,228.08 7,539,524.74

Unit : Baht

2013 2012 2013 2012

The statements of comprehensive income

for the years ended December 31,

Decrease in income tax expense (852,157.74) (815,244.28) (394,797.68) (397,703.34)

Increase in profit for the years 852,157.74 815,244.28 394,797.68 397,703.34

Increase in basic earnings per share (Baht per share) 0.004 0.004 0.002 0.002

Consolidated


Separate

TAS 21 (revised 2009) – The effects of changes in foreign exchange rates

The main change introduced by TAS 21 (revised 2009) is the introduction of the concept of functional currency, which is

defined as the currency of the primary economic environment in which the entity operates and presentation currency. TAS 21

(revised 2009) requires the entity to determine its functional currency and translation method of foreign currency items into

its functional currency and presentation currency, reporting the effects of such translation in accordance with the provisions

of TAS 21 (revised 2009). Foreign currencies are defined by TAS 21 (revised 2009) as all currencies other than the entity’s

functional currency.

Management has determined that the functioned currency of the Company and its subsidiaries in Thailand is Thai Baht and

foreign operation is Renminbi. However, the translation of foreign operation required to recognize the exchange difference

from such translation in the other comprehensive income. 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 statements

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:

25

Unit: Baht

Consolidated financial statements

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

The statements of financial position

Increase (decrease) in inventories - (93,876.68) 1,481,249.45

Increase in property, plant and equipment - 5,065.55 11,031.36

Increase (decrease) in total assets - (88,811.13) 1,492,280.81

Increase (decrease) in other component of shareholders' equity 3,645,439.90 (120,456.18) 1,029,614.74

Increase (decrease) in retained earnings (3,645,439.90) 31,645.05 462,666.07

Increase (decrease) in shareholders' equity - (88,811.13) 1,492,280.81

Unit: Baht

2013 2012

The statements of comprehensive income

for the years ended December 31,

Decrease in other income - (431,021.02)

Increase (decrease) in other comprehensive income 3,765,896.08 (1,150,070.92)


New and revised Thai Financial Reporting Standards not yet effective

The Group has not yet adopted the new and revised Thai Financial Reporting Standards as follows:

a) Thai Accounting Standards (“TAS”), Thai Financial Reporting Standards (“TFRS”), Thai Financial Reporting

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

26

TAS/TFRS/TFRI/TI Topic

TAS 28 (revised 2012) Investments in Associates

TAS 31 (revised 2012) Interests in Joint Venture

TAS 34 (revised 2012) Interim Financial Reporting

TAS 36 (revised 2012) Impairment of Assets

TAS 38 (revised 2012) Intangible assets

TFRS 2 (revised 2012) Share-based Payment

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

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 Disclosure-Service Concession Arrangements

TI 32 Intangible Assets-Web Site Costs

The management of the Group is assessing the impacts of these standards and interpretations on the financial

statements for the year in which they are initially applied.

27

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 Group is assessing the impacts of this standard on the financial statements for the year in which

it is initially applied.

BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements consisted of the financial statements of UBIS (ASIA) Public Company Limited, and

subsidiaries (together referred to as “the Group”) as follows:

Subsidiaries Located in Business Type

2013 2012

Vita International Trading (Guangzhou) Co., Ltd. People’s Republic of China Sales of industrial chemical 99.99 99.99

UBIS PRIMATECH Co., Ltd. Thailand Production and sales industrial 99.99 99.99

chemical

UBIS ALL Co., Ltd. Thailand Sales raw material for food 89.99 89.99

industry

Percentage of holding (%)

All significant intercompany transactions and accounts are eliminated in preparing the consolidated financial statements.

Subsidiaries are an entity controlled by the Company. Control exists when the Company has the power, directly or indirectly

to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements

of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that

control ceases.

The preparation of the consolidated financial statements has been based on the same accounting policies for the same or

similar accounting transactions or accounting events.

The consolidated financial statements for the years ended December 31, 2013 and 2012 (restated), which included the

financial statements of an overseas subsidiary were audited by another auditor, with total assets as at December 31, 2013 and

2012 (restated) of Baht 97.72 million and Baht 89.28 million, respectively, constituting 18.24 percent and 18.85 percent,

respectively, of the consolidated total assets and total revenues for the years then ended amounting to Baht 143.94 million and

Baht 152.86 million, respectively, constituting 19.82 percent and 20.08 percent, respectively, of the consolidated total

revenues.

28

3. SIGNIFICANT ACCOUNTNG 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.

Revenue

Sale of goods

Revenue excluding value added taxes is arrived at after deduction of trade discounts.

Revenue is recognized in the statement 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 consideration due, associated costs or the probable return of

goods.

Interest income and other income

Interest income is recognized as interest accrues, based on the effective rate method.

Other incomes are recognized on an accrual basis.

Dividend income

Dividend income is recognized when the right to receive the dividend is established.

Expenses

Expenses are recognized on an accrual basis.

Operating leases

Payments made under operating leases are recognized in the statement of comprehensive income on a straight line basis over

the term of the lease. Lease incentives received are recognized in the statement of comprehensive income as an integral part

of the total lease payments made. Contingent rentals are charged to the statement of comprehensive income in the accounting

period in which they are incurred.

Finance costs

Interest expenses and similar costs are charged to the statement 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 statement of comprehensive income using the effective

interest rate method.

29

Employee benefits

Short-term benefits

The Group recognized salaries, wages, bonus and social security contribution as expenses when incurred.

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 relevant company. Contributions 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 for severance payment as the labor law is recognized as a charge to results of operations over

the employee’s service period. It is calculated by estimating the amount of future benefit earned by employees in return for

service provided to the Group in the current and future periods, with such benefit being discounted to determine the present

value. The reference point for setting the discount rate is the yield rate of government bonds as at the reporting date. The

calculation is performed by actuarial technique using the Projected Unit Credit Method.

When the employee benefits are improved, the portion of the increased benefit relating to past service by employees is

recognized in the statement of comprehensive income on a straight-line basis over the average year until the benefits become

vested.

When the actuarial assumptions are changed, the Group recognizes all actuarial gains (losses) in the profit or loss in the year

in which they arise.

Cash and cash equivalents

Cash and cash equivalents are cash on hand, tax coupons, current deposits and savings deposits, cash at bank with an original

maturity not more than 3 months and short-term investments with high liquidity net of deposits at bank on obligation.

Trade and other receivables

Trade and other receivables 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.

In determined an allowance for doubtful accounts, the management needs to make judgment for estimated losses for each

outstanding debtor. The allowances for doubtful accounts are determined through a combination of analysis of debt aging,

collection experience, and taking into account change in the current economic conditions. However, the use of different

estimates and assumptions could affect the amounts of allowances for receivable losses and adjustments to the allowances

may therefore be required in the future.

30

Inventories

Inventories are valued at the lower of weighted average cost 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.

An allowance is made for all deteriorated, damaged, obsolete and slow-moving inventories.

Investments in subsidiaries

Investments in subsidiaries in the separate financial statements of the Company are accounted for using the cost method less

loss on impairment of investments in subsidiaries (if any).

Property, plant and equipment

Land is stated at cost less allowance for impairment loss (if any).

Buildings are stated at cost less accumulated depreciation and allowance for impairment loss (if any). Depreciation is

computed by the straight-line basis over the period of the rental agreement (see Note 4) estimated 9 years.

Equipment is stated at cost less accumulated depreciation and allowance for impairment loss (if any). Depreciation is

computed by the straight-line method based on the useful lives of assets as follows:

Years

Fixtures and office equipment 5 and 8.50

Machinery and equipment 5

Vehicles 5

Repairs and maintenance are charged to the statement of comprehensive income during the financial year 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 will be more than one period. Major renovations are depreciated over the remaining useful life of the

related asset.

Gains and losses on disposals are determined by comparing the net proceeds with carrying amount and are included in

statement of comprehensive income.

31

Intangible assets

Intangible assets are stated at cost less accumulated amortization and loss from impairment (if any).

Amortization

Amortization is charged to the statement of comprehensive income on a straight-line basis from the date that intangible assets

are available for use over the estimated useful lives of the assets. The estimated useful lives are as follows

Years

Trademark 5

Software licences 5

Impairment of assets

The carrying amounts of the Group’s assets are reviewed at the end of 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 statement of comprehensive income unless it reverses a

previous revaluation credited to equity, in which case it is charged to shareholders’ equity.

Calculation of recoverable amount

The recoverable amount is the greater of the assets’ fair value less cost to sell and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows

largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the

asset belongs.

Reversals of impairment

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that

would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Foreign currencies accounts

Functional and presentation currency

The financial statements of each entity within the Group are presented in the functional currency which is the currency of

the primary economic environment in which the entity operates. The financial statements of the Group are presented in the

presentation currency as Thai Baht in accordance with the regulatory requirements in Thailand. The functional currency of

the Company and its subsidiaries in Thailand is Thai Baht, whereas the functional currency of foreign operation is Rimini.

Foreign currency transactions

32

Transactions in foreign currencies are translated into the functional currencies using the exchange rate at the date of

transactions.

Monetary assets and liabilities denominated in foreign currencies at the end of reporting period date are translated into the

functional currency using the exchange rate at the end of reporting period date. Gain or loss on translating is recognized in

profit or loss.

Non-monetary assets and liabilities measured at cost in foreign currencies at the end of reporting period date are translating

into the functional currency using the exchange rate at the date of transaction.

Translation of the Group’s financial statements

The financial statements of the Group are translated into the presentation currency using the following exchange rate:

- The Group’s assets and liabilities are translated at the closing rate as at the end of reporting period date.

- The Group’s revenues and expenses are translated at the average exchange rates during the periods which are approximate

The exchange rates at the dates of transactions; and

- Share capital is translated at historical rates.

Exchange differences on translating financial information are recognized in the other comprehensive income and presented in

the exchange differences as a separate component of shareholders’ equity until the disposal of the foreign operation.

Income tax

Income tax expense for the years 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 years, using 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 and 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 Group takes into account the impact of uncertain tax positions and

whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all

open tax years based on its assessment of many factors, including 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 Group to change their judgement regarding the adequacy of existing tax liabilities; such

changes to tax liabilities will impact tax expense in the years that such a determination is made.

33

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, 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.

Dividends

Dividend and interim dividend payment are recorded in the consolidated and separate financial statements in the period in

which they are approved by the Ordinary General Meeting of Shareholders and the Board of Directors’ Meeting.

Basic earnings per share

Basic earnings per share is determined by dividing net profits attributable to ordinary shareholders for the years by the

weighted average number of ordinary shares during the years.

Basic earnings per share for the years ended December 31, 2013 and 2012 are calculated as follows:

2013 2012 2013 2012

(Restated) (Restated)

Profit attributable to ordinary shareholders

of the parent 87,082,583.44 75,140,902.99 100,532,767.80 81,101,420.32

Number of ordinary share outstanding at beginning

of period (Before adjusting stock dividend) 190,000,000.00 190,000,000.00 190,000,000.00 190,000,000.00

Effect of issuance stock dividend

On May 17, 2013 37,999,991.00 37,999,991.00 37,999,991.00 37,999,991.00

Weighted average number of ordinary shares

outstanding during the year (Basic) 227,999,991.00 227,999,991.00 227,999,991.00 227,999,991.00

Basic earnings per share (Baht per share) 0.38 0.33 0.44 0.36



On May 17, 2013, the Company issued stock dividend of 37,999,991 shares, which the Company calculated basic earnings

per share for the financial statements for the years ended December 31, 2013 and 2012 which adjusted the number of ordinary

shares outstanding before issuance stock dividend with the effect of issuance stock dividend, as if the stock dividend had

occurred since January 1, 2012.

34

Provisions

A provision is recognized in the statement of financial position when the Group 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.

4. RELATED PARTY TRANSACTIONS OR BALANCES

The Company has transactions with related parties. These parties are related through common shareholders and/or

directorships. Transactions with related parties as included in the financial statements are determined at the prices in line

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 are shown as follows:

Transactions with related parties for the years ended December 31, 2013 and 2012.

Unit : Baht

2013 2012 2013 2012

Revenues from sales of goods - - 115,788,158.93 119,887,130.42

UBIS PRIMATECH Co., Ltd.

Interest expense - - 342,712.34 119,369.86

UBIS ALL Co., Ltd.

Interest income - - 8,416.42 -

Interest expense - - - 871.22

Rent of fixed assets 5,510,340.00 5,572,050.00 5,510,340.00 5,572,050.00

financial statements

Separate


Related persons (directors/shareholders)

Subsidiaries

Consolidated


35

Balance with related parties as at December 31, 2013 and 2012.

Unit : Baht

2013 2012 2013 2012

Trade account receivable - - 56,673,470.28 38,914,981.72

UBIS ALL Co., Ltd.

Short-term loan to related party - - 2,000,000.00 500,000.00

UBIS PRIMATECH Co., Ltd.

Other payables - - 22,715.75 -

Short-term loan from related party - - 27,500,000.00 37,500,000.00

Deposit for rental of fixed assets 2,070,000.00 2,070,000.00 2,070,000.00 2,070,000.00


Related persons (directors/shareholders)

Subsidiaries

Consolidated


Separate

Short-term loan to related party

Movement of short-term loan to related party for the years ended December 31, 2013 and 2012 consisted of:

2013 2012

Balance as at the beginning of the years 500,000.00 -

Increase during the years 4,800,000.00 500,000.00

Decrease during the years (3,300,000.00) -

Balance as at the end of the years 2,000,000.00 500,000.00

Separate financial statements

Unit : Baht

Short-term loan to related party of the Company was the loan from promissory notes, due at call with interest rate charged at

1% per annum

36

Short-term loan from related parties

Movement of short-term loan from related parties for the years ended December 31, 2013 and 2012 consisted of:

2013 2012

Balance as at the beginning of the years 37,500,000.00 -

Increase during the years - 40,100,000.00

Decrease during the years (10,000,000.00) (2,600,000.00)

Balance as at the end of the years 27,500,000.00 37,500,000.00


Unit : Baht

Short-term loan from related parties of the Company was the loan from promissory notes, due at call with interest rate

charged at 1% per annum.

Key management personnel compensation

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

Unit : Baht

2013 2012

Short-term benefits 40,301,520.00 47,396,390.89

Post-employment benefits 3,518,635.81 3,974,535.22

Total key management personnel compensation 43,820,155.81 51,370,926.11

Consolidated financial statements and

separate financial statements

Significant agreements with related parties

Assets lease agreement

- On May 1, 2005, the Company entered into a rental agreement for land and property with a related party (the

shareholders), which started from May 1, 2005 to December 31, 2013 with the fee in the amount of Baht 220,000 per

month and a deposit for the rental in the amount of Baht 1,320,000. The fee can be revised every 3 years, at the

increase rate of 10%. On June 24, 2013, the Company entered into a supplement rental agreement for land and

property with the related party to renew of the lease term from January 1, 2014 to June 30, 2014 with the rental rate

from January 1, 2014 to March 31, 2014 in the amount of Baht 292,800 per month and from April 1, 2014 to June 30,

2014 in the amount of Baht 500,000 per month.

37

- On May 1, 2005, the Company entered into a rental agreement for land and building with a related party (directors),

which started from May 1, 2005 to December 31, 2013 with the fee in the amount of Baht 125,000 per month and a

deposit for the rental in the amount of Baht 750,000. The fee can be revised every 3 years, at the increase rate of 10%.

On June 25, 2013, the Company entered into a supplement rental agreement for land and property with the related

party to make the renewal of the lease term in every 3 years, unless either party noticed in written advance to the other

party at least six months before the expiration of each lease term and determined the rental rate in the amount of Baht

166,375 per month, which can be increased at the increase rate 10 percent of each renewal lease.

Directors’ remuneration

Directors’ remuneration represents benefits paid to the director 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.

Directors’ remuneration for the years ended December 31, 2013 and 2012 in the amount of Baht 0.50 million and Baht 0.50

million, respectively in the separate financial statements.

Nature of relationship

Name Country Relation Type of relation

Vita International Trading

(Guangzhou) Co., Ltd. People's Republic of China Subsidiary Direct shareholders

UBIS PRIMATECH Co., Ltd. Thailand Subsidiary Direct shareholders

UBIS ALL Co., Ltd. Thailand Subsidiary Direct shareholders

Related persons Thailand Related persons Directors and shareholders

Bases of measurement for intercompany revenues and expenses

Pricing Policies

Revenues from sales of goods

Vita International Trading (Guangzhou) Co., Ltd. Market price comparable to the selling price with third parties

Interest income

UBIS ALL Co., Ltd. Interest rate at 1% per annum

Interest expense

UBIS PRIMATECH Co., Ltd. Interest rate at 1% per annum

UBIS ALL Co., Ltd. Interest rate at 1% per annum

Rent of fixed assets

Related persons Contractually agreed prices

Directors' remuneration As determined at the rate approved by the directors and the shareholders

38

5. CASH AND CASH EQUIVALENTS

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

2013 2012 2013 2012

Cash 424,362.11 309,392.70 216,670.92 213,275.81

10,166,242.46 24,891,115.37 467,632.01 12,695,353.03

38,628.39 308,765.85 28,881.92 304,065.85

Total 10,629,232.96 25,509,273.92 713,184.85 13,212,694.69

Current deposits

Savings deposits

Unit : Baht



The currency denomination of cash and cash equivalents as at December 31, 2013 and 2012 was as follows:

Currencies 2013 2012 2013 2012

Thai Baht 1,819,553.65 15,488,858.48 394,903.17 12,888,125.11

US Dollars 218,809.89 260,763.54 218,809.89 260,763.54

EURO 40,912.41 7,635.35 40,912.41 7,635.35

Renminbi 8,494,143.08 9,698,834.68 2,745.45 2,988.82

Other 55,813.93 53,181.87 55,813.93 53,181.87

Total 10,629,232.96 25,509,273.92 713,184.85 13,212,694.69

Unit : Baht



6. TRADE AND OTHER RECEIVABLES

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

Unit : Baht

2013 2012 2013 2012

Trade accounts receivable-other parties 204,296,094.29 217,911,464.15 145,301,971.78 162,861,923.28

Trade accounts receivable-related party - - 56,673,470.28 38,914,981.72

Total 204,296,094.29 217,911,464.15 201,975,442.06 201,776,905.00

Less Allowance for doubtful accounts (1,267,008.71) (1,518,020.69) - (1,038,202.14)

Net 203,029,085.58 216,393,443.46 201,975,442.06 200,738,702.86

Other receivables-other parties 16,193,775.54 10,489,908.55 10,309,844.02 10,161,263.38

Net 219,222,861.12 226,883,352.01 212,285,286.08 210,899,966.24



39

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

Unit : Baht

2013 2012 2013 2012

Balance as at the beginning 1,518,020.69 1,465,337.39 1,038,202.14 1,038,202.14

Add Doubtful accounts 731,525.32 26,047.09 - -

Add Exchange differences 55,664.84 26,636.21 - -

Less Reversals of allowance for doubtful accounts (1,038,202.14) - (1,038,202.14) -

Balance as at the end 1,267,008.71 1,518,020.69 - 1,038,202.14



The Group had outstanding balances of trade accounts receivable as at December 31, 2013 and 2012 aged by numbers of

month as follows:

Unit : Baht

2013 2012 2013 2012

Current 155,706,544.00 177,100,780.30 108,512,602.35 128,489,793.06

Overdue

Less than or up to 3 months 42,293,309.74 39,812,576.23 31,705,894.36 34,293,217.72

Over 3 months up to 6 months 1,334,393.38 479,884.30 651,821.64 78,912.50

Over 6 months up to 12 months 4,455,018.80 31,465.35 4,431,653.43 -

Over 12 months 506,828.37 486,757.97 - -

Total 204,296,094.29 217,911,464.15 145,301,971.78 162,861,923.28

Less Allowance for doubtful accounts (1,267,008.71) (1,518,020.69) - (1,038,202.14)

Trade accounts receivable-other parties - net 203,029,085.58 216,393,443.46 145,301,971.78 161,823,721.14

Current - - 56,673,470.28 38,914,981.72

Total - - 56,673,470.28 38,914,981.72

Net 203,029,085.58 216,393,443.46 201,975,442.06 200,738,702.86

Trade accounts receivable-related party

Consolidated


Separate

Trade accounts receivable-other parties

40

7. INVENTORIES

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

Unit : Baht

2013 2012 2013 2012

(Restated)

Raw materials 41,352,028.54 56,014,281.10 41,352,028.54 56,014,281.10

Work in process 3,445,036.91 3,402,966.53 3,445,036.91 3,402,966.53

Finished goods 53,071,428.47 44,549,637.34 28,756,531.77 26,204,159.63

Raw materials in transit 7,958,061.02 11,170,714.25 7,958,061.02 11,170,714.25

Finished goods in transit 4,671,498.23 - 4,415,098.23 -

Total 110,498,053.17 115,137,599.22 85,926,756.47 96,792,121.51

Less Allowance for devaluation of inventories (1,268,114.26) (1,265,819.04) (251,000.00) (117,820.61)

Net 109,229,938.91 113,871,780.18 85,675,756.47 96,674,300.90



Movements of allowance for devaluation of inventories for the years ended December 31, 2013 and 2012 were as follows:

2013 2012 2013 2012

Balance as at the beginning 1,265,819.04 761,849.54 117,820.61 117,820.61

Add Loss on devaluation of inventories 133,179.39 475,916.71 133,179.39 -

Less Reversals of allowance for devaluation of inventories (240,963.31) - - -

Add Exchange differences 110,079.14 28,052.79 - -

Balance as at the end 1,268,114.26 1,265,819.04 251,000.00 117,820.61


Unit : Baht

41

8. INVESTMENTS IN SUBSIDIARIES

Investments in subsidiaries stated by the cost method, as at December 31, 2013 and 2012 consisted of:

2013 2012 2013 2012 2013 2012

Subsidiaries

Vita International Trading

(Guangzhou) Co., Ltd. 53,105,472.67 53,105,472.67 99.99 99.99 38,027,500.00 38,027,500.00

UBIS PRIMATECH Co., Ltd. 40,000,000.00 40,000,000.00 99.99 99.99 39,999,992.50 39,999,992.50

UBIS ALL Co., Ltd. 10,000,000.00 2,500,000.00 89.99 89.99 8,999,980.00 2,249,995.00

Total 87,027,472.50 80,277,487.50

Paid-up share capital Book value

Unit : Baht

Percentage of holding (%)

On May 10, 2012 and May 30, 2012, the Company registered to establish two subsidiaries in order to expand business. Two

subsidiaries are UBIS ALL Co., Ltd. and UBIS PRIMATECH Co., Ltd. that have the registered capital of Baht 10 million

and Baht 20 million, respectively, at par value of Baht 10 per share, with 89.99% of shareholding and 99.99% of

shareholding respectively.

At the Board of Directors’ Meeting held on August 28, 2012, a resolution was approved on the additional investment in

UBIS PRIMATECH Co., Ltd. which increased the registered capital from the previous registered capital of Baht 20 million

to Baht 160 million. At present, the Company paid subscription share of UBIS ALL Co., Ltd. and UBIS PRIMATECH Co.,

Ltd. in the amount of Baht 2.50 per share, totaling Baht 2.25 million and Baht 40 million respectively.

On June 26, 2013, the Company paid remaining subscription share in 75% of registered capital of UBIS ALL Co., Ltd. As a

result, such investment in subsidiary was in the amount of Baht 8,999,980. Subsequently, the non-controlling shareholders

paid remaining subscription share in 75% of registered capital of UBIS ALL Co., Ltd. As a result, the paid-up share capital

of subsidiary was in the amount of Baht 10,000,000.

9. RESTRICTED DEPOSITS AT FINANCIAL INSTITUTIONS

As at December 31, 2013 and 2012, the Company’s cash at bank in the amount of Baht 0.81 million and Baht 0.40 million,

respectively in the consolidated and separate financial statements was used as collateral for a letter of guarantee issued by a

bank (see Note 24).

42

10. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as at December 31, 2013 and 2012 consisted of:

Land Building Fixtures Machinery Vehicles Machinery and Building Totaland land and building and office and equipment equipment under under construction

improvements improvements equipment installation

CostAt January 1, 2012 (Restated) - 13,159,541.16 9,780,871.99 12,926,306.39 20,712,031.96 - - 56,578,751.50

Purchase/Transfer in 75,951,000.00 - 795,513.68 931,349.00 4,516,100.00 - 413,525.00 82,607,487.68 Disposals/Transfer out - - (857,891.22) (37,603.74) - - (234,400.00) (1,129,894.96) Exchange differences - - (11,558.68) - - - - (11,558.68) At December 31, 2012 (Restated) 75,951,000.00 13,159,541.16 9,706,935.77 13,820,051.65 25,228,131.96 - 179,125.00 138,044,785.54

Purchase/Transfer in - - 931,364.07 488,755.00 - 18,758,678.01 71,776,976.34 91,955,773.42 Disposals/Transfer out - - - - - - - - Exchange differences - - 52,708.03 - - - - 52,708.03 At December 31, 2013 75,951,000.00 13,159,541.16 10,691,007.87 14,308,806.65 25,228,131.96 18,758,678.01 71,956,101.34 230,053,266.99

Consolidated financial statementsUnit : Baht

43



Accumulated depreciationAt January 1, 2012 (Restated) - 9,878,592.14 8,230,321.30 11,183,996.72 7,893,628.01 - - 37,186,538.17 Depreciation - 1,603,632.24 762,540.39 823,399.01 2,688,085.39 - - 5,877,657.03 Disposals/Transfer out - - (857,809.22) (37,601.74) - - - (895,410.96) Exchange differences - - (5,592.76) - - - - (5,592.76) At December 31, 2012 (Restated) - 11,482,224.38 8,129,459.71 11,969,793.99 10,581,713.40 - - 42,163,191.48 Depreciation - 1,604,305.27 841,199.98 582,721.50 2,387,263.46 - - 5,415,490.21 Disposals/Transfer out - - - - - - - - Exchange differences - - 42,024.52 - - - - 42,024.52 At December 31, 2013 - 13,086,529.65 9,012,684.21 12,552,515.49 12,968,976.86 - - 47,620,706.21 Net book valueAt December 31, 2012 (Restated) 75,951,000.00 1,677,316.78 1,577,476.06 1,850,257.66 14,646,418.56 - 179,125.00 95,881,594.06 At December 31, 2013 75,951,000.00 73,011.51 1,678,323.66 1,756,291.16 12,259,155.10 18,758,678.01 71,956,101.34 182,432,560.78

Consolidated financial statementsUnit : Baht

44



CostAt January 1, 2012 - 13,159,541.16 9,260,434.82 12,926,306.39 20,712,031.96 - - 56,058,314.33 Purchase/Transfer in 75,951,000.00 - 707,684.63 931,349.00 3,616,000.00 - 413,525.00 81,619,558.63 Disposals/Transfer out - - (857,891.22) (37,603.74) - - (234,400.00) (1,129,894.96) At December 31, 2012 75,951,000.00 13,159,541.16 9,110,228.23 13,820,051.65 24,328,031.96 - 179,125.00 136,547,978.00 Purchase/Transfer in - - 865,134.60 488,755.00 - 4,312,606.00 71,776,976.34 77,443,471.94 Disposals/Transfer out - - - - - - - - At December 31, 2013 75,951,000.00 13,159,541.16 9,975,362.83 14,308,806.65 24,328,031.96 4,312,606.00 71,956,101.34 213,991,449.94 Accumulated depreciationAt January 1, 2012 - 9,878,592.14 7,877,018.44 11,183,996.72 7,893,628.01 - - 36,833,235.31 Depreciation - 1,603,632.24 717,434.35 823,399.01 2,640,289.83 - - 5,784,755.43 Disposals/Transfer out - - (857,809.22) (37,601.74) - - - (895,410.96) At December 31, 2012 - 11,482,224.38 7,736,643.57 11,969,793.99 10,533,917.84 - - 41,722,579.78 Depreciation - 1,604,305.27 787,587.87 582,721.50 2,277,243.49 - - 5,251,858.13 Disposals/Transfer out - - - - - - - - At December 31, 2013 - 13,086,529.65 8,524,231.44 12,552,515.49 12,811,161.33 - - 46,974,437.91 Net book value

At December 31, 2012 75,951,000.00 1,677,316.78 1,373,584.66 1,850,257.66 13,794,114.12 - 179,125.00 94,825,398.22 At December 31, 2013 75,951,000.00 73,011.51 1,451,131.39 1,756,291.16 11,516,870.63 4,312,606.00 71,956,101.34 167,017,012.03

Separate financial statementsUnit : Baht

45

Depreciation for the years ended December 31, 2013 and 2012 as shown in statements of comprehensive income.

2013 2012 2013 2012

(Restated)

Depreciation

Cost of sales 2,257,501.56 2,922,899.18 2,257,501.56 2,922,899.18

Selling expenses 851,986.97 937,380.76 851,986.97 937,380.76

Administrative expenses 2,306,001.68 2,017,377.09 2,142,369.60 1,924,475.49

Total 5,415,490.21 5,877,657.03 5,251,858.13 5,784,755.43

Separate financial statementsConsolidated financial statements

Unit : Baht

As at December 31, 2013 and 2012, the Group had carrying amount before less accumulated depreciation of building and

equipment which have been fully depreciated and still in use as follows:

2013 2012 2013 2012

Building and equipment 29,232,762.04 17,545,893.49 28,874,557.96 17,213,265.35

Separate financial statementsConsolidated financial statements

Unit : Baht

The Company has rented land including buildings and partial equipment from related parties (see Note 4).

The Subsidiary has rented office building area with a company for the period of 1 year from November 16, 2013 to

November 15, 2014 in the rate of Renminbi 0.009 million per month.

The Subsidiary entered into rental warehouse area agreement with a company from June 1, 2013 onwards until the

amendment of agreement. The rental fee is as stipulated in the agreement.

As at December 31, 2013, the Company’s land including construction to be occurred in the future which were carrying

amount in the amount of Baht 147.91 million were pledged as collateral for long-term loans from financial institution (see

Note 14).

46

11. INTANGIBLE ASSETS

Intangible assets as at December 31, 2013 and 2012 consisted of:

Trademarks Software Total

licences

Cost

At January 1, 2012 200,000.00 634,965.00 834,965.00

Additions/Tranfer in - 8,950.00 8,950.00

Disposals/Tranfer out - - -

At December 31, 2012 200,000.00 643,915.00 843,915.00

Additions/Tranfer in - - -


At December 31, 2013 200,000.00 643,915.00 843,915.00

Accumulated amortization

At January 1, 2012 200,000.00 445,792.53 645,792.53

Amortization - 85,029.09 85,029.09


At December 31, 2012 200,000.00 530,821.62 730,821.62

Amortization - 35,660.69 35,660.69


At December 31, 2013 200,000.00 566,482.31 766,482.31

Net book value

At December 31, 2012 - 113,093.38 113,093.38

At December 31, 2013 - 77,432.69 77,432.69

separate financial statements

Consolidated financial statements and

Unit : Baht

Amortization for the years ended December 31, 2013 and 2012 in the amount of Baht 0.04 million and Baht 0.09 million,

respectively, was included in administrative expenses.

47

12. DEFERRED TAX

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

Unit: Baht

2013 2012 2013 2012

Deferred tax assets 9,206,926.76 8,354,769.02 8,332,025.76 7,937,228.08

Deferred tax liabilities - - - -

Deferred tax assets - net 9,206,926.76 8,354,769.02 8,332,025.76 7,937,228.08


Movements in deferred tax during the years were as follows:

Unit: Baht


At January 1, Profit At December 31, At January 1, Profit At December 31,

2013 (loss) 2013 2013 (loss) 2013

Deferred tax assets

Provision for employee

obligations 7,951,910.77 408,050.25 8,359,961.02 7,937,228.08 394,797.68 8,332,025.76

Tax loss carry forward 402,858.25 444,107.49 846,965.74 - - -

Total 8,354,769.02 852,157.74 9,206,926.76 7,937,228.08 394,797.68 8,332,025.76

Unit: Baht


At January 1, Profit At December 31, At January 1, Profit At December 31,

2012 (loss) 2012 2012 (loss) 2012

Deferred tax assets

Provision for employee benefit

obligations 7,539,524.74 412,386.03 7,951,910.77 7,539,524.74 397,703.34 7,937,228.08

Tax loss carry forward - 402,858.25 402,858.25 - - -

Total 7,539,524.74 815,244.28 8,354,769.02 7,539,524.74 397,703.34 7,937,228.08

48

13. OTHER NON-CURRENT ASSETS

Other non-current assets as at December 31, 2013 and 2012 consisted of:

Unit : Baht

2013 2012 2013 2012

Guarantee for asset rental (see Note 4) 2,070,000.00 2,070,000.00 2,070,000.00 2,070,000.00

Other guarantee 384,853.33 350,191.26 4,000.00 4,000.00

Leasehold - net - 30,241.56 - 30,241.56

Net 2,454,853.33 2,450,432.82 2,074,000.00 2,104,241.56

financial statementsSeparateConsolidated


14. BANK OVERDRAFTS, SHORT–TERM LOANS FROM FINANCIAL INSTITUTIONS AND CREDIT FACILITIES

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

2013 2012 2013 2012

Bank overdrafts 3,304,334.95 158,466.45 3,304,334.95 158,466.45

Short-term loans 14,254,354.79 2,960,469.70 14,254,354.79 -

Total 17,558,689.74 3,118,936.15 17,558,689.74 158,466.45


Unit : Baht



The Company had credit facilities from financial institutions in the amount of Baht 371 million without collateral which

consisted of bank overdrafts in the amount of Baht 163 million referred with the interest rate of minimum overdraft rate

(MOR and prime rate) per annum, loans from promissory notes in the amount of Baht 100 million referred with interest rate

of maximum interest rate of money market rate (MMR) per annum and the interest rate of minimum loan rate (MLR) per

annum, Letter of credit/trust receipt in the amount of Baht 51 million referred with interest rate of maximum interest rate of

money market rate (MMR) per annum, forward foreign currency in the amount of USD 3.75 million and Baht 178 million

and packing credit and outward bill purchase in the amount of Baht 10 million referred with the interest rate of minimum

loan rate (MLR) per annum and trade finance facilities in the amount of Baht 47 million.

On October 16, 2013, the Company entered into the long-term loan agreement with a domestic commercial bank in the total

amount of Baht 150 million for purchase of land amounting to Baht 70 million and plant construction amounting to Baht 80

million which is withdrawn according to the progress of identified project and the last withdrawn will be within June 2014.

The long-term loan agreement will be for a period of 7 years with interest rate at MLR adjusted by certain margins per

annum which determined the monthly interest repayment and principal repayment in 72 installments and grace period 1 year

49

from the first withdrawn. The loans are pledged by land including construction to be occurred in the future and the Company

will maintain Debt Service Coverage Ratio (DSCR) not lower than 1.20 times.

The subsidiary had forward foreign currency in the amount of USD 0.40 million and loans from promissory notes and trust

receipt in the amount of Baht 10 million referred with interest rate of minimum interest rate of prime rate per annum which

are guaranteed by the parent company.

15. TRADE AND OTHER PAYABLES

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

Unit : Baht

2013 2012 2013 2012

Trade accounts payable - Domestic 32,819,344.21 45,009,466.87 32,819,344.21 45,009,466.87

Trade accounts payable - Overseas 18,230,891.40 24,494,181.04 18,230,891.40 24,494,181.04

Post-date cheque 29,693,396.76 22,442,018.23 29,693,396.76 22,442,018.23

Total trade accounts payable 80,743,632.37 91,945,666.14 80,743,632.37 91,945,666.14

Other payables 25,238,933.31 15,690,667.99 20,161,080.27 14,783,955.72

Total trade and other payables 105,982,565.68 107,636,334.13 100,904,712.64 106,729,621.86



16. EMPLOYEE BENEFIT OBLIGATIONS

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

Unit : Baht

2013 2012 2013 2012

Post-employment benefit plan

Present value of obligations 41,799,805.13 39,759,553.82 41,660,128.84 39,686,140.38

Employee benefit obligations 41,799,805.13 39,759,553.82 41,660,128.84 39,686,140.38



The Company made defined benefit plan in accordance with severance payment as the labor 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

50

Movements of the present value of employee benefit obligations for the years ended December 31, 2013 and 2012 were as

follows:

Unit : Baht

2013 2012 2013 2012


Employee benefit obligations as at January 1 39,759,553.82 37,697,623.70 39,686,140.38 37,697,623.70

Current service cost 1,624,412.65 2,075,241.06 1,502,696.58 2,001,827.62

Interest cost 570,070.73 637,778.34 567,597.86 637,778.34

Decrease in liabilities from payment - (2,393,911.31) - (2,393,911.31)

Actuarial (gain) loss (154,232.07) 1,742,822.03 (96,305.98) 1,742,822.03

Employee benefit obligations as at December 31 41,799,805.13 39,759,553.82 41,660,128.84 39,686,140.38



Employee benefit expenses for the years ended December 31, 2013 and 2012 as shown in the statements of comprehensive

income.

Unit : Baht

2013 2012 2013 2012


Cost of sales 493,885.76 415,416.72 493,885.76 415,416.72

Selling expenses 149,744.38 909,767.94 149,744.38 909,767.94

Administrative expenses 1,396,621.17 3,130,656.77 1,330,358.32 3,057,243.33

Total employee benefit expenses 2,040,251.31 4,455,841.43 1,973,988.46 4,382,427.99



The actuarial assumption of discount rate is estimated from weighted average of yield rate of government bonds as at the end

of reporting period date that reflects the estimated timing of benefit payments.

The actuarial assumption of mortality rate for reasonable estimation of probability of retirement in the future is estimated

from mortality table year 2008.

51

17. SHARE PREMIUM

Section 51 of the Public Limited Companies Act B.E. 2535 requires companies to set aside share subscriptions received in

excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for

dividend distribution.

18. 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 statutory reserve could not be used for dividend payment.

19. SHARE CAPITAL, STOCK DIVIDEND AND CASH DIVIDEND

At the Board of Directors’ Meeting held on August 13, 2013, a resolution was passed authorizing the payment of interim

dividend payment at the rate of Baht 0.10 per share, in the total amount of Baht 22.80 million.

At the Ordinary General Meeting of Shareholders held on April 24, 2013, resolutions were passed as following:

- an approval of full year 2012 dividend payment at the rate of Baht 0.41 per share which consisted of interim dividend

payment at the rate of Baht 0.09 per share, according to the Board of Directors’ Meeting held on August 9, 2012 and this

latest dividend payment at the rate of Baht 0.32 per share in the totaling amount of Baht 60.80 million, which

determined to stock dividend at the rate of Baht 0.20 per share in the portion of 5 ordinary shares to 1 stock dividend

and cash dividend at the rate of Baht 0.12 per share.

- an approval of the increase of registered capital of the Company from the existing registered capital of Baht 190,000,000

to Baht 228,000,000 by issuing new 38,000,000 ordinary shares at the par value of Baht 1 per share to reserve for stock

dividend. The Company registered the changing in the registered share capital and the memorandum of association with

the Ministry of Commerce on May 9, 2013. On May 17, 2013, the Company allotted additional ordinary shares in the

amount of 37,999,991 ordinary shares at the par value of Baht 1 per share for issuance stock dividend to shareholders in

the total amount of Baht 37,999,991. As a result, the paid-up capital of the Company increased from the amount of Baht

190,000,000 to Baht 227,999,991. The Company registered the changing in the paid-up capital and the memorandum of

association with the Ministry of Commerce on May 17, 2013.

At the Board of Directors’ Meeting held on August 9, 2012, a resolution was passed authorizing the payment of interim

dividend payment at the rate of Baht 0.09 per share, in the total amount of Baht 17.10 million.

At the Ordinary General Meeting of Shareholders held on April 19, 2012, a resolution was passed authorizing the payment

of a dividend at the rate of Baht 0.23 per share which consisted of interim dividend payment at the rate of Baht 0.05 per

share, according to the Board of Directors’ Meeting held on August 9, 2011 and this latest dividend payment at the rate of

Baht 0.18 per share, in the total amount of Baht 34.20 million.

52

20. OTHER INCOME

Other income for the years ended December 31, 2013 and 2012 consisted of:

Unit : Baht

2013 2012 2013 2012

(Restated)

Revenue from royalty fee (see Note 21) 5,489,920.00 5,073,536.78 5,489,920.00 5,073,536.78

Others 9,535,743.41 6,959,373.87 8,440,967.17 7,323,277.44

Total 15,025,663.41 12,032,910.65 13,930,887.17 12,396,814.22



21. ROYALTY FEE

On January 1, 2005, the Company entered into a license agreement with an overseas company for the period of 10 years

started from January 1, 2005. The Company will receive the license fee from the production and sales of products in the

amount of EURO 200,000. Moreover, the Company will also receive royalty fees from the sales of the product at the rate of

a percentage of the net selling price of the product that is produced and sold by that company as described in the agreement.

22. EXPENSES BY NATURE

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

2013 2012 2013 2012

(Restated)

Changes in inventories of finished

goods and work in progress (8,563,861.51) (1,759,999.37) (2,594,442.52) (1,028,237.14)

Purchase of inventories 33,180,566.87 16,199,880.34 19,002,355.28 16,199,880.34

Raw materials and supplies used 410,595,645.46 468,874,297.71 410,595,645.46 468,874,297.71

Employee expenses 111,417,061.86 108,554,909.77 94,202,785.83 94,347,693.18

Distribution and utility expenses 19,449,608.34 18,758,123.99 12,014,385.63 12,055,277.42

Rental fee 7,113,438.82 6,725,270.61 5,654,340.00 5,153,400.00

Depreciation and amortization 5,481,392.46 5,987,334.68 5,317,760.38 5,900,025.84

Loss on devaluation of inventories (107,783.92) 475,916.71 133,179.00 -

Interest expenses 228,479.73 64,242.64 473,166.70 184,483.72

Unit : Baht



53

23. INCOME TAX EXPENSE

Income tax recognised in profit or loss for the years ended December 31, 2013 and 2012 as follows:

Unit: Baht

2013 2012 2013 2012

(Restated) (Restated)

Current tax expense

Current period 25,410,945.96 24,963,956.47 25,407,440.30 24,899,867.53

Deferred tax expense

Movements in temporary differences (408,050.25) (412,386.03) (394,797.68) (397,703.34)

Benefit of tax losses recognised (444,107.49) (402,858.25) - -

Total 24,558,788.22 24,148,712.19 25,012,642.62 24,502,164.19


Reconciliation of effective tax rate


Tax rate Tax rate

(%) Unit : Baht (%) Unit : Baht

Profit before income tax 111,436,442.05 99,140,854.49

Income tax using the corparate tax rate 20.00 22,287,288.41 23.00 22,802,396.53

Income tax reduction - deferred - - 0.06 60,428.74

Addition expenses deductible for tax purposes (0.04) (48,818.88) (0.61) (603,602.75)

Expenses not deductible for tax purposes 1.58 1,761,347.36 2.23 2,208,813.49

Current year losses of foreign operation

for which no deferred tax assets was recognised 0.95 1,061,806.72 - -

Effect of different tax rates in

foreign operation (0.53) (590,296.73) (0.09) (87,500.15)

Effect of exchange difference from

elimination of intragroup transactions 0.44 495,511.60 0.18 180,562.36

Movements in temporary difference (0.37) (408,050.26) (0.42) (412,386.03)

Total 22.04 24,558,788.22 24.36 24,148,712.19

2013 2012

54


Tax rate Tax rate

(%) Unit : Baht (%) Unit : Baht

Profit before income tax 125,545,410.42 105,603,584.51

Income tax using the corporate tax rate 20.00 25,109,082.08 23.00 24,288,824.44

Addition expenses deductible for tax purposes (0.04) (48,818.89) (0.57) (603,602.76)

Expenses not deductible for tax purposes 0.28 347,177.11 1.15 1,214,645.85

Movements in temporary difference (0.31) (394,797.68) (0.38) (397,703.34)

Total 19.92 25,012,642.62 23.20 24,502,164.19

2013 2012

The Company and its subsidiaries in Thailand

Income tax reduction

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 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.

Vita International trading (Guangzhou) Co., Ltd. (the oversea subsidiary)

Current income tax is calculated based on statutory income tax of the People’s Republic of China at the rate of 25%. Tax

effects are not related to other comprehensive income.

24. COMMITMENTS AND CONTINGENT LIABILITIES

As at December 31, 2013, the Company and subsidiaries had commitments and contingent liabilities as follows:

The Company

Commitments

- From a letter of guarantee for electricity issued by a bank in the amount of Baht 0.81 million (see Note 9).

- From payment under a consultant agreement in the amount of USD 0.003 million per month.

- From payment under a financial consultant agreement in order to study business development plan. The service fee is

stipulated in the agreement.

- From payment under a product consultant agreement in the amount of Baht 0.03 million per month and other

remuneration is stipulated in the agreement.

- From payment under a design of the plant’s blueprint agreement in the amount of Baht 0.08 million.

- From payment under a construction of the plant agreement in the amount of Baht 7.73 million.

- From purchase order of machinery and equipment for installation at the new plant in the amount of Baht 1.43 million

55

- From payment under rental agreements for land and building with related parties in the amount of Baht 0.20 million

per month, minimum lease payments under non-cancellable operating leases are as follows (see Note 4).

Unit : Million Baht

Minimum

Year lease payments

Not more than 1 year 4.37

More than 1 year but not over 5 years 4.00

8.37

The subsidiaries

Commitments

- From payment under rental agreements for office building area with a company in the amount of Renminbi 0.009

million per month.

- From payment under rental agreements for warehouse area with a company. The rental fee is stipulated in the

agreement.

- From payment under rental agreements for a vehicle with a company in the amount of Renminbi 0.008-0.01 million

per month.

- From payment under a design and installation of machinery and equipment agreement in the amount of 7.47 million.

- From purchase order of machinery and equipment for installation at the plant in the amount of Baht 2.04 million.

25. BUSINESS SEGMENT INFORMATION

Segment information is presented in respect of the Group’s business segment which is based on the Group’s management and

internal reporting structure.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Unallocated items comprise corporate assets, other income, selling expenses, administrative expenses and finance costs.

The Group’s business segment information and reconciliation of reportable segment profit or loss for the years ended

December 31, 2013 and 2012 was as follows:

The Group operated the business primarily related to industrial chemical producing by engaging in both domestic and export

sales. Based on the types of the activities, the operating income for the years ended December 31, 2013 and 2012 were

classified as follows:

56

For the year ended December 31, 2013.

Unit: Baht

Domestic sales Export sales Eliminate Total

Sales from external customers 350,751,602.09 360,622,227.31 - 711,373,829.40

Inter-segment sales - 115,788,158.93 (115,788,158.93) -

Total sales 350,751,602.09 476,410,386.24 (115,788,158.93) 711,373,829.40

Operating result

Gross profit of segment 114,331,771.12 136,320,964.96 (913,568.66) 249,739,167.42

Other income 15,025,663.41

Selling and administrative expenses (153,099,909.05)

Finance cost (228,479.73)

Profit before income tax 111,436,442.05

Income tax expense (24,558,788.22)

Profit for the year 86,877,653.83

Profit (loss) attributable to :

Owners of the parent 87,082,583.44

Non-controlling interests (204,929.61)

86,877,653.83

For the year ended December 31, 2012

Unit: Baht

Domestic sales Export sales Eliminate Total

(Restated)

Sales from external customers 375,839,498.77 373,512,236.40 - 749,351,735.17

Inter-segment sales - 119,887,130.42 (119,887,130.42) -

Total sales 375,839,498.77 493,399,366.82 (119,887,130.42) 749,351,735.17

Operating result

Gross profit of segment 107,890,466.41 128,647,770.94 (219,251.08) 236,318,986.27

Other income 12,032,910.65

Selling and administrative expenses (149,146,799.79)

Finance cost (64,242.64)

Profit before income tax 99,140,854.49

Income tax expense (24,148,712.19)

Profit for the year 74,992,142.30

Profit (loss) attributable to :

Owners of the parent 75,140,902.99

Non-controlling interests (148,760.69)

74,992,142.30

57

Major customer

The Group has no revenues from major external customers.

26. PROMOTIONAL PRIVILEGES

UBIS PRIMATECH Co., Ltd. (“the subsidiary”) received a promotion certificate under the Investment Promotion Act B.E.

2520 for its business sealing compounds. The major privileges granted to the subsidiary are as follows:

1. Exemption from import duty on machinery as approved by the Board of Investment.

2. Exemption from corporate income tax on net profit derived from the operation of promoted businesses for a period of 8

years from the date operating income is first derived.

3. Exemption from income tax on net profit for dividends from the operation of promoted businesses through the promoted

period.

4. Exemption from import duty for import raw material and necessary supply from overseas for manufacturing and export

within one year from the first date of import.

5. Exemption from import duty for import goods from overseas and export within one year from the first date of import.

6. Other privileges as stated in the certificate.

Moreover, the subsidiary has to comply with the conditions stated in the certificate.

In the years 2013 and 2012, the subsidiary did not have revenue from sale.

27. DISCLOSURE OF FINANCIAL INSTRUMENTS

Capital Management

The Board of Directors’ policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence

and to sustain future development of the business. The Board monitors the return on capital, which the Group defines as

result from operating activities divided by total shareholders’ equity, excluding non-controlling interests and also monitors

the level of dividends to ordinary shareholders.

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:

58

Interest Rate Risk

Interest rate risk is the fluctuation of the market interest rate in the future which will affect the Company’s operation and

cash flows. The Company has the interest rate risk from cash and deposits at bank and loans because the interest rate of

financial assets and financial liabilities fluctuated based on the market rate. In addition, the Company has not engaged in any

hedging contracts.

Foreign Currency Risk

The Group’s exchange rate risk primarily involves the purchases and sales of goods in foreign currencies. As at December

31, 2013 and 2012 the Group had assets and liabilities in foreign currencies as follows:

Currencies Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities

US Dollars 1.14 0.61 1.17 0.86 2.87 0.61 2.44 0.86

Singapore Dollars 0.34 0.02 0.39 - 0.34 0.02 0.39 -

EURO 0.25 - 0.32 - 0.25 - 0.32 -

Unit: Millions

20122013 2012


2013


However, the Company had forward exchange sold contracts to hedge the exchange rate on the partial foreign trade accounts

receivables. As at December 31, 2013, the Company had outstanding forward sold contracts for accounts receivables in the

amount of USD 2.30 million, EURO 0.02 million and Singapore Dollars 0.17 million which have maturity date between

February 2014 to July 2014.

The Company had credit lines for forward exchange contracts from banks in the amount of Baht 178 million and in the

amount of USD 3.75 million (see Note 14).

Credit Risk - Trade Accounts Receivable

The Company has a policy on hedging credit risk from trade accounts receivable by forming conservative credit policy and

determining that the receipt from sales of goods be made through letter of credits and by customers making partial advance

payment for goods. Therefore, the Company expects that the loss from collection of those trade accounts receivable should

not exceed the allowance for doubtful accounts.

Fair Value

Most of the financial assets are cash and cash equivalent, trade and other receivables and short-term loan to related parties

which are short-term credit. Most of the financial liabilities are bank overdrafts and short-term loans from financial

institutions, trade and other payables and short-term loans from related parties 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.

59

28. EVENT AFTER THE REPORTING PERIOD

At the Board of Directors’ meeting held on February 26, 2014, the Board approved to propose for approval at the Ordinary

General Meeting of Shareholders, a full year 2013 dividend payment at the rate of Baht 0.30 per share which consisted of

interim dividend payment at the rate of Baht 0.10 per share, according to the Board of Directors’ Meeting held on August

13, 2013 and this latest dividend payment at the rate of Baht 0.20 per share in the totaling amount of Baht 45.60 million.

29. APPROVAL OF THE FINANCIAL STATEMENTS

These financial statements have been approved for issue by the Company’s Board of Directors on February 26, 2014.

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