Information Memorandum
J M T NETWORK SERVICES PUBLIC COMPANY LIMITED(JMT)
Head Office
4-6 Floor, 325/7-8 Jaymart Building, Ramkhamhaeng Road, Saphan Sung,
Saphan Sung, Bangkok 10240
Telephone
Fax
Website
02-308-9999
02-308-9900
www.jmt.co.th
Listing Date
November 27, 2012 (Trading commencement on November 27, 2012)
Listing Securities
Common shares of 300,000,000 shares at a par value of Baht 1,
Total value of Baht 300,000,000
Capital
As of November 22, 2012
Registered capital
Common shares of Baht 300,000,000
Paid-upcapital
Common shares of Baht 300,000,000
Secondary Market
Stock Exchange of Thailand (SET)
Offering Detail
Offering Price
Number of shares
offered
Subscription period
Offering Result
Objectives of Use of Proceeds
Green Shoe Option
Types of Business
Product Characteristics
Pre-emptive Right
Baht 4.00
Not exceed
45,000,000 shares
November 12-14, 2012
20,399,550 Shares
Public
Baht 4.00
Not less than30,000,000 shares and the
remaining shares from Pre-emptive right
November 19-21, 2012
54,600,450 Shares
To finance bad debts acquisition, expand hire-purchase businessand use as
working capital
-noneThe Company provides3 types of services;
1. Bad Debt Collection
2. Bad Debt Management
3. Used Car Hire Purchase
Bad Debt Collection
The Company provides bad debt collection services to financial institutes and
corporations. The scopes of services include both collection and legal services
such as filing and investing a lawsuit.
Bad Debt Management
The Company manages and collects bad debt which was bought from financial
institutes and corporations. The financial institutes mostly sell bad debt
through auction. Before the auction, the Company shall review the proposed
bad debt in aspects of characteristic of debt and overdue periods to analyze
and determine a bidding price. After winning the auction, the seller shall
provide the Company the detailed information of each debtor account e.g. loan
1
agreements, terms and condition, and debtorsD information, for final review.
The Company then compiles and concludes on the number of account to be
bought and transferred for further collection process.
Used Car Hire Purchase
The Company provides services of hire purchase for used cars especially
passenger cars and pick-up trucks. Target customer is individuals with hire
purchase period of 36 E 72 month depend on customersD need.
Revenue Structure
2009
Revenue breakdown by types of services
MB
Revenue from services
Revenue from bad debt collection
Revenue from bad debt management
Revenue from used car hire purchase
Total Revenue from services
Other income
Total Revenues
Target Customers
%
103.22
53.95
157.17
0.83
157.99
65.33
34.14
99.48
0.52
100.00
Audited
2010
MB
%
MB
127.14
74.09
201.23
0.48
201.71
108.16
214.93
0.44
323.53
0.30
323.83
63.03
36.73
99.76
0.24
100.00
2011
%
33.40
66.37
0.14
99.91
0.09
100.00
Reviewed
Jan Jun 2011
Jan Jun 2012
MB
%
MB
%
56.16
115.61
0.02
171.79
0.08
171.87
32.68
67.27
0.01
99.96
0.04
100.00
52.16 28.03
131.15 70.48
2.42 1.30
185.73 99.82
0.34 0.18
186.07 100.00
Bad Debt Collection and Bad Debt Management
Demands of bad debt collection and bad debt management come from
the same sources, financial institutions, personal loans providers, and
hire purchase providers. Generally, these lenders or loan providers manage
their bad debt in many ways such as using in-house collectors, hiring
collection agency, or selling bad debt. For both in-house and outsource
solutions, the debt owning company will bear all collecting costs and reserve
for bad debt expenses, but it may gain if the recovery is higher than the
reserve. The collection agency will have small risks from uncollectible debtsas
it can lose only if its fee does not cover operational costs, and it also has small
investing cost. In the case of selling bad debt, the seller shall receive certain
amount without default risks while the buyer receives all risks and rewards
from the debt including reserve for bad debt expenses; however,
the buyer usually buys such bad debt at discount.
Used Car Hire Purchase
Target customers are ordinary persons who need hire purchase for used car.
The Company will select customers with regular salary, traceable financial
status and addresses of both borrower and guarantor. The CompanyDs staff has
over five years experiences in bad debt collection and management sothey
understand characteristics and can efficiently analyze credit of borrowers.
The Company plans to increase branches to obtain new customers and provide
service across Thailand.
2
Distribution Channels
Bad Debt Collection and Bad Debt Management
The Company has 2 separate groups of personnel on bad debt collection and
bad debt management. In bad debt collection, the CompanyDs personnel will
ask debtors to repay their loan through proprietorsD channels. In bad debt
management, debtors can repay debts at spots provided by the Companysuch
as bank counter and payment service providers.
Used Car Hire Purchase
As at June 30, 2012, the Company partner with 214 dealers and regularly
partner with 108 dealers in Bangkok and surrounding area.
Sources of Supply
Bad Debt Collection
The Company services bad debt collection to both bank and non-bank
businesses. The Company has built long and stable relationship with client
through quality services.
To obtain new customers, the Company closely follows its target customers
such as financial institutions, consumer loan providers, hire purchase
providers, and wholesale or direct-sale distributors to find an opportunity to
present the CompanyDs products and credentials.
Bad Debt Management
The Company continuously bids bad debt from existing customers and
expands bidding on new customers. The Company maintains relationship with
existing customers through offering to buying debt or entering debt auction.
Used Car Hire Purchase Service
The Company directly contacts dealers of used cars for potential business.
Market Competition
There is a fierce competition in bad debt collection business as there are many
players. The high success rate without good command of collection skill can
damage both contractors and collection agency. Therefore, in selecting the
agency, contractors shall emphasize on debt collection procedure, human
resources, operation process, and experience of the agency. Ministry
of Finance is also in process of implementing fair collection rules whichwill
require debt collection agency to record any conversation with debtor and will
standardize debt collection process. These will result in confidences and larger
base of customers. Implementation will require high investment. In bad debt
management business, debt owning company will increasingly sell debt to
debt management company to reduce risk of bad public images from debt
collection business. Companies with higher capital can expand in both bad
debt collection and bad debt management.
Collection agency and Bad Debt Management Company mainly originated from
the collection agency providing legal service on debt collection. These 2 groups
3
mainly involve with consumer which is different from the non-performing asset
management companies who involve the private sector or corporate.
There are many collection agencies in the business but only few that
is sizable. The large-scaled agencies that can provide service to large
contractors include JMT, Chase Collection Group, and Leader Collection Group.
Each company has unique customers and collection procedure based on
experiences and skills of personnel and collection system. Companies with
experiences and skills in litigation usually collect debts that can be brought
into legal system. Most companies in bad debt management expand from bad
debt collection business and have sufficient funds for bidding bad debt. The
leaders in bad debt management are Chase Collection Group and JMT. There
is also a competition in bad debt management from international entities such
as funds operated in Asia. Those entities have large source of funding but they
may have higher operating costs from outsourcing bad debt collection to
experienced companies.
Environmental Impacts
-none-
Summary of Material Contracts
1. Debt Collection and Service Agreement
Parties
Scopes of services
Duration for debt collection
on each portfolio(s)
Terms and conditions
Remuneration and term of
payment
Process
Collateral
(Depend on each employer)
Termination
Employer : Commercial Bank/ Juristic / Individual
Service Provider : JMT
Providing debt collection services by follow up, ask, claim or take any legal
action(s) to debtors for debt payment
Service Providers shall have a period of 2-6 months to complete each particular
assignments for debt collection which depend on each employers
Effective for 1 year. Agreement is renewed for another period of 1 year if neither
party terminate this agreement
The remuneration is calculated based on percentage of remuneration and amount
of debt collected
The remuneration is subject to aging of debt, type of debt. Employer shall be paid
the remuneration within 30 days from invoice date.
- The Service Provider shall request the debtor to repay outstanding debt to
employer(s) through channel or method arranged by employer
- At the ending period of each particular assignment, Service Provider is required
to submit all debtor(s) account to employer within specified period
Service Provider is required to pledge letter of guarantee from commercial bank
with limit not less than baht 100,000
In case of either party is desirous to terminate the agreement, such party shall
give written notice to the other party 1 month in advanced
4
Other condition(s)
- Service Provider shall summarize and submit debt collection report on monthly
basis
- Service Provider shall not reduce the amount of outstanding debt payable by
debtor unless obtaining prior written approval by employer(s).
- Service Provider shall not sub-contract or assign any of its right or duty to any
third party without obtaining prior written consent from employer(s).
- Service Provider shall report the result of asking and result of legal action to
employer(s)
2. Asset Transfer Agreement
Parties
Transferor
: Commercial Bank/ Personal Loan provider, Leasing & Credit card
provider
Transferee : JMT
Scope of the contract
Transfer all debtor(s) regarding to loan agreement, credit card service agreement,
andhire purchase agreement
Debt Repurchase
During the review of each debt(s) and/or loan agreement(s) process, If documents
(Depend on each transferor) of each agreement might not completed more than 1% of total debtor(s) account.
The transferor would buy these accountsback at the discussed price.
Other condition(s)
- Transferee requires informing all debtors regarding transferring claims within
specified period.
- Transfereepromise to keep all relevant debt documentsfor at least 5 year from
contract date
- Transferor is allow to disclose debtor(s) materials to governmentDs authority only
- Transfereeacknowledged that asset transfer and ownership transfer regarding
this agreementcannot recourse from transferor. Transferor(s) did not have any
commitment to carry any gain or loss from debt collection.
3. Car Hire-Purchase Agreement
Parties
Scope of the contract
Collateral
Other condition (s)
Lender
: JMT
Hirer
: Individual
Lender and Hirer have agreed to all terms and conditions as indicated in the
Agreement.
To register a new or a used vehicle, Hirer shall be an owner of vehicle regarding
registration manual and Lender shall be a keeperof such registration forms.
- Hirer shall pay installment on or before dates as indicated in the Agreement.
- If Hirer fails to pay any installment, Hirer shall be liable to pay interest
thereon at the rate of MRR+10% per annum including expenses incurred on
collection. Lender can request Hirer to pay such interest immediately or at
the same date as the last installment payment date.
- If Hirer fails to pay 3 consecutive installments, Lender will have the right to
terminate the Agreement, retain all aforementioned installment payments, and
5
-
-
Feasibility Study
take ownership on vehicle at least 30 days since Hirer gets notice. Hirer also
loses a right to own the vehicle on LenderDs termination of theAgreement.
Before selling the vehicle to third parties, Lender shall notify Hirer of the right
to buy-back the vehicle at the same price of outstanding debt in the
Agreement.
Hirer can terminate the Agreement by returning the vehicle in good
conditions and paying all hire charges due by the termination date. If the
Lender sells the vehicle at the price more than outstanding debt in the
Agreement, Lender will return the exceeding amount to Hirer. However, if
Lender sells vehicle at the price less than outstanding debt in the Agreement,
Hirer will pay Lenderat the amount of the outstanding debt less the vehicle
price.
Hirer shall resume the ownership of the vehicle once all charges under the
Agreement are paid.
-none-
Technical and Management Assistance -noneFuture Projects
-none-
Related Transactions
During 2011 and the first half of 2012, the Company entered into the related
transactions with person(s) who might have conflict of interest; however, the
related transactions did not cause any conflict of interest and were disclosed
in notes to financial statement no. 18 for the first half of 2012 and no. 23 for the
year 2011.
Related Person
Nature of
Business/Relationship
Jay Mart Public Company
Limited (2JMART3)
Nature of Business
Retailing and wholesaling
business for mobile phone,
operating retail space rental
business, and bad debt
management business
Relationship
-Parent Company. As of
June 30, 2012 JMART
Transaction Value (Baht)
Details of Transactions
2011
1H 2012
Necessity and Rationale of
Transactions
The Company is a midsize corporation so it is
reasonable to hire JMART
to manage in a
management level.
Management fee is based
on cost plus method,
which is normal practice.
However, since the
Company has continued to
expand, the Company shall
operate by its own
Management
The Company hired JMART to
manage the Company at
management level including
budgeting, finance,
accounting, human resource
management, organization
communication, and IT
function with service fee of
Baht 270,000 per month
3,344,782
1,129,548
6
Related Person
Nature of
Business/Relationship
holds 99.99% of the
CompanyDs total shares
-Co-directors and
management;
co-
Mr. AdisakSukumvitaya, a
chairman of the board of
the Company, is a
director, a chairman of
executive committee, and
a chief executive officer of
JMART.
Transaction Value (Baht)
Details of Transactions
-
Management Fee
2011
1H 2012
Necessity and Rationale of
Transactions
management team from
May 1, 2012 onward.
Management team has
knowledge and skill to
operate the Company. The
operation staff has been
worked with the Company
so they can perform
efficiently.
Audit Committee Opinion
The contract, price charge,
and payment term with
JMART is suitable. The
transaction is necessary
and reasonable. The Audit
Committee reviewedsuch
transactions to ensure
abiding of all terms in the
contract.
Miss Yuvadee Pong-acha
,adirector, a chairman of
executive committee, and
a
selection
and
remuneration committee
of the Company, is a
director, an executive
committee, and a deputy
chief executive officer of Short-term Loan
The Company auctions
JMART.
non-performing loans
The Company borrowed shortcontinuously and is in a
MissLaddaWaruntarakul, a term loan from JMART for
process of increase capital
director and an executive auction of non-performing loan
to accommodate business
committee
of
the
expansion. For auctions
Company, is an acting
- Short-term Loan
and continuity of
chief financial officer of
50,000,00064 61,000,0001 operation, the Company
Beginning Balance
JMART.
1,000,000 95,000,000 decided to borrow shortAddition Loan
(630,000,000) (256,000,000) term loan from JMART at
Repayment
61,000,000
- interest rate equal to the
Ending Balance
4,274,085
2,231,514 rate between JMART and
- Interest Expenses
commercial banks plus
0.25%. However, the
CompanydrawdownsBank
loan to repay all short-term
loan from JMART.
7
Related Person
Nature of
Business/Relationship
Transaction Value (Baht)
Details of Transactions
2011
1H 2012
Necessity and Rationale of
Transactions
Audit Committee Opinion
Borrowing from JMART is
for normal business
operation. Transactions
were necessary,
reasonable and beneficial
to the Company.
Guarantee
JMART guaranteed loans for
the Company
- Guarantee
O/D
B/E
5,000,000
105,000,000
110,000,000
The Company had shortterm loans from financial
institutes for using as a
working capital. Loans
5,000,000 were guaranteed by
125,000,000 JMART according to terms
130,000,000 set by financial institutes.
The guarantee did not
incur additional expenses
for the Company.
Audit Committee Opinion
Transactions were
necessary, reasonable and
beneficial to the Company.
AEON Thana Sinsap
(Thailand) Public Company
Limited(2AEON3)
Nature of Business
Debt Collection
The Company provided debt
collection services for AEON
Service Income
Operating hire purchase, - Accounts Receivable
credit card, personal loan
business.
Relationship
Co-director with JMART,
parent company of the
Company; Mr. TejBulsak,
-
25,587,477
1,671,490
The Company provided
debt collection and
management services for
AEON. Servicesare normal
11,852,430 business operation of the
2,280,415 Company. The service fee
and payment terms were
normal comparing to those
of non-related parties.
Audit Committee Opinion
The transactions were
normal business operation
8
Related Person
Nature of
Business/Relationship
independent director of
JMART is independent
director and audit committee
of AEON.
Transaction Value (Baht)
Details of Transactions
2011
1H 2012
Necessity and Rationale of
Transactions
and the service fee and
payment terms were
normal comparing to nonrelated parties. The
transactions were
necessary and reasonable.
Purchase of Non-Performing
Loan
In February 2012, the
Company purchased nonperforming loan from AEON.
The total investment is THB
306 million with 4 installments
according to purchase
agreement.
- Investment in Receivable
- Accounts Payable
- Accounts Receivable: AEON
received payment from
debtors after transferring to
the Company
-
The Company acquired
non-performing loans for
its debt management
business through bidding.
The bidding price is based
on type of loans,
collection, expenses, and
required rate of returns for
the Company. The
306,855,183 payment terms were
2,519,234 mutually agreed by the
2,331,131 Company and AEON.
Audit Committee Opinion
Acquisition of nonperforming loan is normal
business operation of the
Company. The purchase
price was review by audit
committee considering
estimated probability of
collection and expenses,
bidding price, and
required rate of returns.
The estimation was
reasonable, required rate
of returns was within
desirable range, and
payment terms were
beneficial to the Company.
9
Related Person
Nature of
Business/Relationship
Transaction Value (Baht)
Details of Transactions
2011
1H 2012
Necessity and Rationale of
Transactions
The transaction was
necessary and reasonable.
Contingencies and Commitments
As of June 30, 2012, the Company had contingencies and commitments
undisclosed in the financial statement of THB 5-11 million. Most of which were
resulted from head office rent agreement, management agreement with JMART,
and guarantee letters from ordinary business transaction.
Risk Factors
1. Business Risk
1.1 Risk from operating in bad debt collection
Risk from changing of debt management policy and bargaining power of
contractors
The Company could encounter a decrease in revenue from bad debt collection
business and human resource management problem. However, the Company has
policy to maintain and improve service quality to match with contractorsD
standards. The Company also plans to improve information technology and
database system to increase efficiency and confidentiality. In addition, the
Company has entered bad debt management business to reduce reliance on bad
debt collection business, increase bargaining power of the Company, and
efficiently manage its human resource.
Risk from intense competition in the industry
Highly competition in the industry would affect the CompanyDs performance.
However, the Company believes that such risk is not significant because most of
contractors will focus on the qualification of service provider, service quality and
risk of the contractorsD reputation. The Company always focuses on the service
quality with competitive price, efficient information system, proven track record
and long term relationship with the contractor. These factors would help the
Company to be competitive with others. The Company believes that there would
be only few new entries in this business.
Risk from lawsuit resulted from debt collection
Currently, the Company has no cases filed by the debtors, as the Company has
personnel training and supervision to guide and control the staff to treat debtors
politely according to the Company and employerDs standard. The Company
believesthe risk of being sued by the debtor is unlikely.
Risk from operations that lead to bad public images
10
The Company might be accused of inappropriate conducts in business which
can result in nuisance or bad public images. However, the Company has a strict
collection policy followed the fair debt collection practices issued by the Bank of
Thailand. The Company has not received any complaint on misconducts from
any contractors.
Risk from reliance on major customers
There will be risk that contractors will not renew contract with the Company or
hire other agency which would affect the CompanyDs performance and if the
Company cannot find any substitute contractors, it would have negative impact
in long term. The Company has realized such risk so it has concentrated on
maintaining relationship with the existing contractor and also tried to expand its
client base. Marketing team always monitors target customer to look for an
opportunity to present the Company profile.
However, it would be less likely that contractors will separate the task to other
agency as the Company still maintains good quality service based on
contractorsD standard and the Company also has excellent debt performance with
acceptable price.
1.2. Risk from bad debt management business
Risk from investment in bad debt
The Company may face risk from not be able to collect debt as planned and may
face losses. However, the Company carefully plans before acquiring any bad debt
for management. For every purchase, the Company will study details of such
debts carefully from the sellersD database, the CompanyDs database and outside
information to evaluate the amount collected, the timing to be taken, cost of
operation and required yield. As the Company has long experience in collecting
bad debt for more than 17 years, it has large database for debt collection
analysis. In addition, the Company will buy only bad debts type that the
Company is familiar with. Therefore, managements are confident that they can
collect debts as targeted and should recognize revenue in the acceptable risk
level.
Risk from intense competition in the industry
Severe competition in the industry causes a higher price for bidding. The
Company expects that such risk is not substantial as the new entries must have
adequate capital, capacity and experience for pricing debts and capability to
collect debt. If new entries do not have these skills, they would not be
competitive with the existing players in the industry.
Risk from lawsuits resulted from bad debt management
Currently, the Company has no cases filed by the debtors, as the Company has
personnel training and supervision to guide and control the staff to treat debtors
11
politely according to the Company and employerDs standard. The Company
believes the risk of being sued by the debtor is unlikely.
Risk from operations that lead to bad public images
The Company might be accused of inappropriate conducts in business which
can result in nuisance or bad public images. However, the Company has a strict
collection policy followed the fair debt collection practices issued by the Bank of
Thailand. The Company has not received any complaint on misconducts from
any contractors.
Risk from reliance on major customers
The CompanyDs performance may be negatively affected in case the debt owner
has no policy to sell bad debt, does not invite the Company to join the bidding
or does not sell bad debt to the Company. The Company has realized this risk so
it has concentrated on maintaining relationship with existing client and debt
owner, marketing team also searches for new clients by monitoring target clientDs
information in order to present company track record.
Risk associated with diminishing of debtor-s ability to pay
The Company holds executive committee meeting weekly to monitor, evaluate,
set up promotion to encourage debtor to pay its debt. Moreover, the CompanyDs
portfolio consists of large number of debtor as a result this risk would be
mitigated.
1.3. Risk from used car hire purchase
Risk from intense competition in hire purchase industry
The Company focuses on providing used car hire purchase for customer
especially, tier II customers which the Company understands their behaviors or
has experiences with. The Company always closely coordinates with the car
dealers to ensure loan target is met.
Risk involved with the debtor-s grade and used car quality
The Company has strictly approval; efficiently monitoring process including
reporting process which can generate debtor status correctly. The CompanyDs
credit team has a strong background in used car so that they can assess and
appraise correctly. The Company would offer loan to only marketable car and has
liquidity in the market, moreover, the Company also emphasizes on screening
the dealers who have strong financial status. So far, the Company has no
material losses from mistaken appraisal.
12
Risk from liquidation of collateral
The Company has a risk from loss on collateral liquidation if litigation expenses
are higher than value of liquidated assets. However, the CompanyDs main assets
under hire purchase, used vehicles have lower risk of decreasing in price. In
addition, the Company has a policy to provide hire purchase lower than fair
value of the assets.
Risk from changes in interest rates
The Company has realized the interest rate risk and plans to obtain funding with
stable interest rates and matching duration with the hire purchase business. The
Company will use parts of fund from this offering for operation in hire purchase
business.
Risk from government policy
Even though government policy on hire purchase is not common and temporarily
beneficial, the Company has regularly studied restrictions and other related
information. The Company is certain that it can response to change in
government policy.
Risk from unlikely natural disaster
The Company strictly reviews and appraises vehicles before approval to ensure
that vehicles receive acceptable rates. The review and appraisal team comprises
of experienced and skill personnel. The Company also leverages its relationship
with auto dealers for screening process. Finally, the Company suggests its
customers to insure its hire purchase vehicles covering damages from future
natural disaster.
Dispute
As of May 15, 2012, the Company had no legal dispute that may cause damage
to the Company at the rate higher than 5 percent of its shareholdersD equity.
However, the Company is a plaintiff regarding to the collection of debt from
novation agreement or debt from default which are normal business operation for
the Company.
No. of Employees
As of December 31, 2011, the Company has 399 employees
Company Background
The Companywas established on 1994 by JMARTwith registered capital of Baht 5
million to provide debt collection and legal services which JMARTDs group had
experienced since they used to sell electrical appliances and then expanded the
business into retailing mobile phone. Currently, The Companyoperates 3 main
businesses: Bad Debt Collection, Bad Debt Management, and Used Car Hire Purchase
Business.
Investment in Subsidiary
As of June 30, 2012, the CompanyDs investmentis as follow;
CompanyDs name
Business
Paid up
(Baht)
% Share
Investment Value (Cost method)
(Baht)
13
J M T Plus Company
Limited
Debt collection and
Hire purchasing
1,000,000
99.99%
999,970
Change in Capital in the last 3 years
(Unit :Baht)
Objective
Date
Capital increase
After the increase
27August 2010
40,000,000
80,000,000
used as working capital
18 April 2011
40,000,000
120,000,000
used as working capital
105,000,000
225,000,000
used as working capital
11 May 2012
Accounting Period
January 1 E December 31
Auditor
Mrs. SumaleeChokdeeanant
Grant Thornton Limited
Registrar
The Thailand Securities Depository Company Limited
Financial Advisor
Asia Plus Advisory Company Limited
Dividend Policy
The Company and its subsidiary have a policy to pay dividend not less than 50
percent of net profit after corporate income tax in the CompanyDs consolidation
financial statement, each subsidiaryDs separate financial statement and after
legal reserve. However, the Board of Director has a right to waive or change this
dividend policy based on maximize shareholderDs wealth; for example, used as
reserve for repayment debt, used as working capital for business expansion
or changing in market situation which may affect company cash flow
B.O.I. Certificates
-None-
No. of Shareholders
As of November 22, 2012
No. of shareholdersNo. of shares
1. Strategic shareholders
1.1Directors, manager, and executive management
including related persons and associated persons
- Mr.AdisakSukumvitaya (Director)1
- Miss. Yuvadee Pong-Acha (Director)
1.2Shareholders who have a holding of above 5%
including related persons,
- Jay Mart Public Company Limited
1.3Controlling Shareholders
2. Non-Strategic shareholders hold >1 trading unit
3. Non-Strategic shareholders hold < 1 trading unit
-3,345
69
Total Shareholders
3,417
Major Shareholders
% of paid-up capital
2
100
1
1
200
<0.01
100
224,999,800
<0.01
1
224,999,800
-74,997,442
75.00
-25.00
2,558<0.01
300,000,000
100.00
<0.01
75.00
As ofNovember 22, 2012
14
Before IPO
No. of shares% of paid-up capital
Name
1.
Jay Mart Public Company Limited/1
2.
Mr.Adisak Sukumvitaya
3.
Miss. Yuvadee Pong-Acha
4.
Mr. Chaidetch Hongladaromp
5. Mr. Adisak Naknaotim
6.
Mrs. Apiradee Thaweelarb
7.
Mr. Sompong Chonkadeedamrongkul
8.
Mr. Charn Mekkriengkrai
9.
Mr. Watchara Kaewsawang
10.
Mr. Abhisit Supapipat
11. Miss Saowanee Jirawuttikul
12. Miss. Waranee Serivittwattana
13. Miss. Thamonwan Trisoontron
14. Miss. Autcha Choreonrutsamikiet
15. Minority Shareholders
Total
224,999,800
100
100
------------225,000,00
100.00
0.00
0.00
------------100.00
AfterIPO
No. of shares % of paid-up capital
224,999,800
100
100
3,196,100
2,938,508
2,400,000
2,165,600
2,100,000
2,013,400
2,000,000
1,500,000
1,210,000
1,000,000
1,000,000
53,476,392
300,000,000
75.00
0.00
0.00
1.07
0.98
0.80
0.72
0.70
0.67
0.67
0.50
0.40
0.33
0.33
17.83
100.00
/1 Please refer to www.set.or.th for list of major shareholders for Jay Mart Public Company Limited
Foreign Shareholders
As of November 22, 2012, the Company has 15 foreign shareholders totaling
1,507,339 shares or 0.5% of paid-up capital
Note:The CompanyDs Articles of Association, Article No. 10, impose restrictions on foreign
shareholding as follows: LThe CompanyDs shares can be transferred freely and the aggregate
number of shares owned by foreign shareholders at any time shall notexceed 49 percent of
the total paid-up share capital. The Company shall have the right to refuse any share transfer
that will cause the proportion of foreign shareholding to exceed the said limitM
Board of Directors
Name
Position
1. Mr.Adisak Sukumvitaya
2. Miss. Yuvadee Pong-Acha
3. Mr. Piya Pong-Acha
4. Miss Ladda Waruntarakul
5. Mr. Rerngc haiInkapakorn
6. Mr. Kanchit Kawachat
7. Mr. Preecha Prakobkit
Mr. Suphot Wanna
Audit Committee
Start Date
Chairman of the Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board
Secretary
March 8, 1994
March 8, 1994
May 21, 2007
February 9, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
The CompanyDs Extraordinary ShareholdersD MeetingNo. 1/2555 held on February 23,2012
has resolved the appoint audit committee as following:
1. Mr. Rerngchai Inkapakorn
2. Mr. Kanchit Kawachat
Members of the audit committee
Chairman of theAudit Committee
Audit Committee
15
3. Mr. Preecha Prakobkit
Miss Chuleewan Hawichit
Audit Committee
Secretary to the Audit Committee
Scope of duties and responsibilities
1. To review and ensure the accuracy and adequacy of the CompanyDs financial
statement by coordinate with auditor and management who responsible to
prepare quarterly and annually financial statement, to consider financial
statement and financial report which related with account standard, going
concern, accounting policy and also including management rational about the
accounting policyused prior to Board of Director
2. To plan and review that the companyDs internal control and internal audit
system are proper and effective. Coordinate with both external and internal
auditor to review companyDs yearly audit plan and assess audit finding about
the problem and limitation from auditing. Plan and control Information
technology system (IT) including data security to protect fraud or misuse of
company by any person. To determine the independence of its internal audit
unit, and to approve the appointment, transfer and dismissal of head of the
internal audit or any other unit concerned with the internal audit function.
3. To review and ensure that the company complies with the law and regulation
on the SECDs, the SETDs regulations and the law relevant to its business.
4. To consider, select and nominate an independence person to serve as the
CompanyDs auditor by consider trustworthiness, staff availability, and experience
of such person related to the CompanyDs business and to propose remuneration,
as well as to participate in a meeting with the auditor, without presence of the
management, at least once a year.
5. To consider any connected transaction and/or any acquisition or disposal of
asset, including disclosure of the transaction that may cause potential conflict
of interest. Consider and approve such transaction to propose to Board of
Director and/or ShareholdersD meeting.
6. To publicize the audit committee report signed by the chairman of the audit
committee inthe CompanyDs annual report; the report should include the
following details;
- Opinions on accuracy, completeness and credibility of the CompanyDs
financialreports;
- Opinions on sufficiency of the Company's internal control system;
- Opinions on suitability of auditors of the Company to be appointed in
another period;
16
-
-
Opinions on the Company's compliance with the laws governing
Securities andExchange, regulations of the SET and laws concerning
the business of the Company;
Opinion on the transaction with a possible conflict of interest;
The number of audit committeeDs meeting held and the attendance by
the individual Audit CommitteeDs member;
Opinions or observation by the audit committee during their auditing
practiceaccording to charter; and
Other transactions that shareholders and public investors should be
informed underthe scope of work and responsibilities assigned by the
CompanyDs Board of Directors.
7. Audit committee is responsible to the Board of Directors based on duty and
responsibilities assigned by the CompanyDs Board of Directors. Audit committee
shall report the activities or any assign worked to the Board of Directors. If any
of the following incidents incurred, Audit committee is required to report to
CompanyDs Board of Directors immediately;
- Transaction which may raise the conflict of interest;
- Any suspicion or assumption that may lead to fraud, or implies any
defective of the internal control;
- Any suspicion that may violate law or any regulation from the SEC
and/or the SET; and
- Any reported which the Board of Director should be informed.
8. Audit committee may seek for independence from independence advisor under
the company budget
9. Audit committee may request information from any department in the Company
as a factor to make decision.
10. Any other execution that has been appointed by the CompanyDs Board of
Directors and agreed withaudit committee such as reviewing the financial and
risk management policy, reviewing the codeof conduct in business of
executives, reviewing with executives in the important report thatrequired to be
disclosed publicly based on laws such as report of management discussion
andanalysis of results of operations and financial condition MD&A)
Terms:
Listing Conditions
Silent Period
1. Chairman of the Audit Committee
2. Member of the Audit Committee
-none-
3 years
3 years
Shareholders, who own common shares before the CompanyDs Public Offering,
holding165,000,000shares or 55 percent of paid-up capital after the Initial Public
17
Offering certify to the SET that their shares will not be sold for the period of one
year from the first trading date. Upon the expiry of 6 months period of the
prescribed time, those shareholders will be allowed to sell 25 percentof the total
amount of shares prohibited for sale and the rest after one year.
Relaxation
-none-
Others
-none-
STATISTICAL SUMMARY
JMT Network Services Public Company Limited
YEAR
2009(Audited)
2010(Audited)
2011(Audited)
6 months ended June,
30.2012 (Reviewed)
------(inmillion Baht) ---------------------------------------------------(Baht/share) --------------------------------------TOTAL
NET PROFIT
EARNINGS* DIVIDEND *
BOOK
PAYOUT
SALES
VALUE*
RATIO (%)
157.99
20.00
0.50
0.38
2.23
75.00
201.71
41.28
0.77
1.25
2.26
145.35
323.83
66.94
0.66
0.45
1.84
74.69
186.07
50.64
0.34
0.17
2.08
75.53
Par value of Baht 1
* For comparing, adjusted par value from Baht 100 to Baht 1
Consolidated Statement of Financial Position
J M T Network Services Public Company Limited and subsidiary
As of December 31, 2009- 2011 and Jun30, 2012
/1
Audited
Item
Asset
Current Asset
Cash and cash equivalent
Trade Account receivable
Trade Account receivable E Related Company
Other receivable E Parent Company
Accrued income
Refundable income tax
Current portion of hire purchase receivable
Refundable value added tax
Other Current Asset
Dec 31, 2009
MB
%
2.54
5.29
2.84
0.12
12.46
5.57
3.28
1.56
3.25
1.74
0.08
7.64
3.42
2.01
Dec 31, 2010
MB
%
4.77
9.33
2.16
0.09
14.46
5.91
4.40
1.69
3.31
0.77
0.03
5.13
2.09
1.56
/1
Dec 31, 2011
MB
%
3.90
8.79
1.67
0.13
10.95
5.91
2.65
0.66
8.54
0.92
2.06
0.39
0.03
2.57
1.39
0.62
0.16
2.01
Reviewed
Jun 30, 2012
MB
%
9.67
17.92
4.61
0.31
12.67
10.59
4.37
8.18
1.30
2.41
0.62
0.04
1.70
1.42
0.59
1.10
18
/1
Audited
Item
Total Current Asset
Dec 31, 2010
MB
%
41.12
14.58
Dec 31, 2011
MB
%
43.21
10.14
Non-Current Asset
Hire purchase receivables - net
Restricted deposits with financial institutions
Investments in accounts receivable - net
Property, plant and equipment - net
Computer software - net
Other Non-Current Asset
7.54
113.28
3.86
4.55
1.63
4.63
69.51
2.37
2.79
1.00
1.01
231.85
4.45
1.67
1.85
0.36
82.23
1.58
0.59
0.66
13.86
1.02
359.27
5.56
1.15
2.03
3.25
0.24
84.32
1.31
0.27
0.48
Total Non-Current Asset
Total Asset
130.87
162.98
80.30
100.00
240.82
281.94
85.42
100.00
382.89
426.10
89.86
100.00
LIABILITIES
CURRENT LIABILITIES
Short - term loans from financial institution
Trade Account Payable
Trade Account Payable - Related Company
Short - term loans from Parent Company
Current Portion of financial lease and hire purchase
Accrued expenses
Income tax payable
Other current liabilities
59.00
6.03
6.64
2.26
36.20
3.70
4.07
1.39
100.00
0.53
50.00
0.13
8.22
2.17
35.47
0.19
17.73
0.05
2.92
0.77
143.70
0.85
61.00
0.13
9.24
20.95
2.16
33.72
0.20
14.32
0.03
2.17
4.92
0.51
Total Current Liabilities
73.93
45.36
161.04
57.12
238.03
-
-
0.33
0.12
-
-
0.33
73.93
45.36
40.00
40.00
Non-Current Liabilities
Liabilities under finance lease and hire-purchase
agreements
Reserve for long-term employee benefits
Total Non-Current Liabilities
Total Liabilities
Shareholder>s equity
Registered capital
Paid up capital
Retained earning
Appropriated for statutory reserve
Unappropriated
Other components of equity
Total Equity of Company's Shareholders
Non - controlling interests in the subsidiaries
TotalShareholder>s equity
Total Liabilitiesand Shareholder>s equity
/1
/1
Dec 31, 2009
MB
%
32.10
19.70
Reviewed
Jun 30, 2012
MB
%
68.31
9.18
54.68
1.22
607.39
8.52
1.73
1.94
675.49
743.81
7.35
0.16
81.66
1.15
0.23
0.26
90.82
100.00
55.86
377.27
22.14
2.52
0.13
13.46
11.42
2.91
429.84
50.72
2.98
0.34
0.02
1.81
1.53
0.39
57.79
0.20
0.05
0.14
0.02
0.12
1.87
2.07
0.44
0.49
161.37
57.24
240.10
56.35
2.94
3.08
432.92
0.40
0.41
58.20
24.54
24.54
80.00
80.00
28.38
28.38
120.00
120.00
28.16
28.16
300.00
225.00
40.33
30.25
4.00
45.04
-
2.45
27.64
-
8.00
32.57
-
2.84
11.55
-
12.00
54.54
(0.55)
2.82
12.80
(0.13)
89.04
89.04
54.64
54.64
120.57
120.57
42.76
42.76
185.99
185.99
43.65
43.65
162.98
100.00
281.94
100.00
426.10
100.00
30.00
57.18
(1.29)
310.89
310.89
743.81
4.03
7.69
(0.17)
41.80
41.80
100.00
Statement of Financial Position for the Year ended 2011 and 6 month ended Jun 30, 2012
19
Consolidated Income Statement
J M T Network Services Public Company Limited and subsidiary
For the year ended December 31, 2009- 2011 and for 6-month ended Jun 30, 2012
Reviewed/2
6 months> 2011
6 months> 2012
MB
%
MB
%
MB
%
Audited
2010
MB
%
103.22
53.95
0.83
157.99
65.33
34.14
0.52
100.00
127.14
74.09
0.48
201.71
63.03
36.73
0.24
100.00
108.16
214.93
0.44
0.30
323.83
33.40
66.37
0.14
0.09
100.00
56.16
115.61
0.02
0.08
171.87
32.68
67.27
0.01
0.04
100.00
52.16
131.15
2.42
0.34
186.07
28.03
70.48
1.30
0.18
100.00
95.30
36.63
60.32
23.18
122.67
32.41
60.82
16.07
168.86
41.57
52.15
12.84
131.93
83.50
155.08
76.88
210.44
64.98
91.21
23.61
114.81
53.07
13.73
66.80
89.45
27.05
116.50
48.07
14.54
62.61
Earnings Before Interest and Tax
Interest expense
Income Tax
26.07
2.24
3.83
16.50
1.42
2.42
46.63
1.62
3.72
23.12
0.80
1.85
113.40
9.62
36.84
35.02
2.97
11.38
Net Profit
20.00
12.66
41.28
20.47
66.94
20.67
57.05
5.19
20.99
30.87
33.20
3.02
12.21
17.96
69.58
6.23
12.71
50.64
37.39
3.35
6.83
27.21
20.00
12.66
41.28
20.47
(0.55)
66.39
(0.17)
20.50
30.87
17.96
(0.74)
49.89
(0.40)
26.81
Income Statement
Revenues
Revenue from bad debt collection
Revenue from bad debt management
Revenue from used car hire purchase
Other income
Total Revenue
Cost and expense
Cost of service
Administrative expense
Total Cost and expense
2009
2011
/2
MB
%
Gain (loss) from actuarial assessments
Total comprehensive income for the year
BASIC EARNINGS PER SHARE
Company's income per share
(Unit : Baht)
Weighted average number of common
shares (Shares)
Par Value (Baht)
/2
50.00
77.41
66.38
0.31
0.34
0.40
0.53
1.01
100.00
149.42
1.00
1.00
100.00
100.00
100.00
Statement of Income Statement for the Year ended 2011 and 6 month ended Jun 30, 2012
20
Consolidated Cash Flow Statement
J M T Network Services Public Company Limitedand subsidiary
For the year ended December 31, 2009 - 2011 and for 6-month ended Jun 30, 2012
Cash Flow
Unit: Million Baht
Cash flows from operating activities
Income before income tax
Adjustment to reconcile income before income tax to
net cash provided from (used in) operating activities:Depreciation and amortization
Loss (Gain) on disposal of fixed asset
Allowance (reversal of allowance) for doubtful account
Interest income
Interest expense
Long term employee benefits expense
Cash provided from operating activities before change in
operating assets and liabilities
Decrease (Increase) in operating asset
Trade account receivable
Trade accounts receivable - related company
Other receivable - parent company
Accrued income
Refundable income tax
Refundable value added tax
Other current assets
Hire purchases receivable
Investments in accounts receivable
Other non - current assets
Increase (decrease) in operating liabilities:Trade accounts payable
Short-term loan from parent company
Accrued expenses
Other current liabilities
Cash used in operations
Cash received from interest
Cash paid for interest
Income tax paid
Net cash used in operating activities
Audited
2010
2009
2011
Reviewed
6 months> 2011
6 months> 2012
23.83
45.01
103.78
51.86
63.35
6.87
0.01
4.96
(0.11)
2.24
37.80
5.51
0.00
(1.94)
(0.04)
1.62
50.16
3.42
(0.20)
(1.63)
(0.26)
9.62
0.32
115.03
1.76
(0.00)
1.68
(0.01)
5.19
0.16
60.64
1.87
(0.01)
0.17
(1.73)
6.23
0.28
70.18
(1.58)
(1.57)
(0.06)
10.04
(2.08)
(42.24)
(0.39)
(4.04)
0.68
0.04
(2.01)
(0.80)
(116.62)
(0.22)
0.54
0.49
(0.04)
3.51
(5.06)
(16.54)
(125.77)
(0.17)
(2.72)
(0.87)
(0.13)
0.29
1.61
(4.41)
(1.92)
(146.61)
(0.08)
(9.12)
(2.94)
(0.18)
(1.72)
5.91
(3.71)
0.36
(48.91)
(225.13)
0.08
(17.88)
0.52
0.98
(16.45)
(5.50)
50.00
1.58
(0.10)
(26.83)
0.33
11.00
1.03
(0.01)
(15.65)
1.89
91.00
1.91
(0.89)
(0.29)
0.80
(61.00)
4.21
0.76
(270.43)
0.11
(2.24)
(5.83)
0.04
(1.95)
(4.06)
0.26
(9.33)
(15.89)
(24.42)
(32.79)
(40.62)
0.01
(5.29)
(1.55)
(7.11)
1.73
(6.18)
(22.24)
(297.13)
Cash flows from investing activities:Decrease (Increase) in restricted deposits with financial
institutions
Investment in subsidiary company
Proceeds from disposal of fixed assets
Purchases of fixed assets
1.15
6.53
(0.01)
(0.00)
(0.21)
0.01
(2.51)
(2.75)
0.25
(4.06)
Net cash used in investing activities
(1.35)
3.78
(3.83)
0.00
(2.61)
(2.61)
(5.40)
(5.61)
Cash flows from financing activities:Increase in short - term loan from financial institutions
31.50
41.00
43.70
11.30
233.57
21
(5.24)
26.26
Audited
2010
40.00
(49.76)
31.24
2011
40.00
(0.13)
(40.00)
43.57
Net increase in cash and cash equivalents
Cash and cash equivalents - beginning of the period
0.49
2.05
2.23
2.54
(0.87)
4.77
Cash and cash equivalents - end of the period
2.54
4.77
3.90
Cash Flow
Unit: Million Baht
Cash received from increase share capital
Repayment of liabilities under finance lease agreements
Dividend payment
Net cash provided from financing activities
Prepared by
2009
Reviewed
6 months> 2011
6 months> 2012
20.00
(0.06)
(20.00)
11.24
105.00
(0.06)
(30.00)
308.51
1.51
4.77
6.29
5.77
3.90
9.67
Asia Plus Advisory Company Limited
The English translation of this document is prepared solely for reference for non-Thai shareholders of the Company. It should neither be relied
upon as the definitive nor the official document of the Company. The Thai version is the official document and shall prevail in all respects in the
event of any inconsistency with the English translation.
22