2.2 Business Characteristics

  (1) Significant Changes & Development

For the past 3 years, the Company has significant changes and
development which can be summarized as follows:

In 2006 In early 2006, Wongkusolkit, the former major shareholder group,
decided to sell its stake in the Company total 42,923,520 shares, or
equal to 25.43% of the Company’s paid-up capital to A.P.F. Holdings
Company Limited which is a company registered in Thailand. After the
mandatory tender offer in accordance with the Takeover Rule completed,
A.P.F. Holdings had acquired a total of 132,565,419 shares or equal to
78.53% of the Company’s total paid up capital and became the Company’s
new major shareholder while the Company’s status remained as a listed
company in the Stock Exchange of Thailand.

In addition, in March, 2006, after the new major shareholder coming in,
the Company has reorganized its Directors’ structure by appointing Mr.
Mitsuji Konoshita as Chairman of the Board, Mr. Tatsuya Konoshita as
Chairman of the Executive Board and Mr. Jeremy Liau as Managing Director
or the highest management in order to replace the resigned directors,
i.e. Mr. Vitoon Wongkusolkit, Mr. Kulvat Janvatanavit, Mrs. Wilaiwan
Tantitham and Mr. Verajet Vongkusolkit

In 2007 There was a change in Managing Director – Securities Marketing
Head. Miss Suthida Chirapatsakul had resigned from the Company on 15
June and Mr. Yothin Viriyenawat was promoted in replacement taking the
position of Executive Director – Thai Marketing.

During the year, the Company closed altogether 10 branches to reduce
costs and re-align the Company’s business focus. Consequently, as at the
end of the year 2007, the Company had total 3 branches, namely Rangsit,
Nakhon Pathom and Nakhon Sawan. However, at the end of 2008, the Company
opened 1 new branch at Wireless Road, All Seasons Building, to be the
4^(th) branch.

In 2008 On 17 January, 2008 the Company had started a joint venture with
Mr. Verajet Vongkusolkit and his family to open a subsidiary company,
named United Asset Management Company Limited to undertake Private Fund
Management business. The subsidiary company has an initial registered
capital of 25,000,000 Baht being the Company’s total investment of 51%.
In October, its registered capital has been increased to 40,000,000 Baht
and the size of fund managed is 60-80 million Baht.

As of 31 July, 2008, the Company obtained Derivatives Broker License
from the SEC and commenced its Derivatives trading service since
October. Moreover, during the year, the Company had started to prepare
documents and run testing for back office system for Stocks Borrowings &
Lending business to be ready to apply for the License from the SEC and
expected to apply in the first quarter of 2009.

  On 10 September, 2008, the Company’s Independent Director and Chairman
  of the Audit Committee had tendered his resignation due to his serious
  illness. The Company, therefore, selected new Chairman of the Audit
  Committee from the existing Audit Committee member and appointed
  another existing Independent Director to become Audit Committee
  member. Moreover, one new Independent Director and Audit Committee
  member was appointed to replace the resigned director so that as of 31
  December, 2008, the Company had total members of Director of 9 out of
  which 4 members are Independent Directors and Audit Committee members.

  As of 6 November, 2008, the Company obtained an approval from the SET
  to execute the Exclusive Cooperation Agreement with Cantor Fitzgerald
  on 20 November, 2008 which is a foreign broker firm under the
  supervision of Financial Service Authority, England as well as the
  member of London Stock Exchange aiming to expand the Company’s
  securities brokerage business base.

(2) The Company’s Business

The Company is licensed to perform 4 types of securities businesses,
i.e. Securities Brokerage, Securities Dealing, Investment Advisory and
Underwriting business. As at the end of 2008, the Company has 4
branches, namely, Rangsit, Nakornpathom, Nakornsawan and Wireless Road
Branches and has Cantor Fitzgerald as an Exclusive Partner. Moreover,
the Company also provides Internet Trading services and its Investment
Banking Department provides the financial advisory services which was
licensed by the SEC. Such services comprise of financial advisory
services including advising on merges & acquisitions, fund raising by
issuing various kinds of financial instrument such as common and
preferred stocks, bonds, debenture with warrant, etc. and listing them
in the Stock Exchange of Thailand as well as the Market for Alternative
Investment (MAI) according to the license provided. Moreover, the
Company also has securities dealing business in debt instrument trading
in which it also contributed to the Company’s income in addition to the
securities brokerage income which is the principal income of the
Company. In addition, the Company also acts as a selling agent of unit
trusts representing altogether 14 asset management companies so that the
customers will have a wide variety to choose to invest and it also
provides more investment channel for them.

Moreover, in the year 2008, the Company has started its Derivatives
business services and at the moment, it is in the process of preparing
documents to apply for Stocks Borrowings & Lending license from the SEC
in which the service is expected to be ready within the year 2009.

In mid 2008, the Company had started a joint venture with Mr. Verajet
Vongkusolkit and his family to open a subsidiary company, named United
Asset Management Company Limited to undertake Private Fund Management
business. The Company holds a stake of 51% of the paid-up capital. As of
31 December, 2008 the subsidiary company had a registered and paid-up
capital of 40,000,000 Baht. The total size of fund under management was
Baht 60-80 million .

(3) Income Structure of the Company

+-------------------------+-------+------+------+------+------+------+
| Income                  | 31    |      | 31   |      | 31   |      |
|                         | Dec   |      | Dece |      | Dece |      |
|                         | ember |      | mber |      | mber |      |
|                         |       |      |      |      |      |      |
|                         | 2006  |      | 2007 |      | 2    |      |
|                         |       |      |      |      | 008* |      |
+-------------------------+-------+------+------+------+------+------+
|                         | Mi    | %    | Mil  | %    | Mil  | %    |
|                         | llion |      | lion |      | lion |      |
|                         |       |      |      |      |      |      |
|                         | (     |      | (B   |      | (B   |      |
|                         | Baht) |      | aht) |      | aht) |      |
+-------------------------+-------+------+------+------+------+------+
| 1. Securities Business  |       |      |      |      |      |      |
| Income                  |       |      |      |      |      |      |
+-------------------------+-------+------+------+------+------+------+
| Brokerage Fees          | 1     | 7    | 17   | 6    | 14   | 5    |
|                         | 97.22 | 4.16 | 1.94 | 3.05 | 5.70 | 5.26 |
+-------------------------+-------+------+------+------+------+------+
| Fee and Service         | 9.88  | 3.71 | 1    | 4.80 | 1    | 7.38 |
|                         |       |      | 3.09 |      | 9.45 |      |
+-------------------------+-------+------+------+------+------+------+
| Gain(loss) on Trading   | 6.58  | 2.48 | 8.34 | 3.06 | 1.17 | 0.44 |
| in Securities           |       |      |      |      |      |      |
+-------------------------+-------+------+------+------+------+------+
| Interest & dividend on  | 28.32 | 1    | 2    | 9.01 | 4    | 1    |
| securities investment   |       | 0.65 | 4.56 |      | 4.26 | 6.79 |
+-------------------------+-------+------+------+------+------+------+
| Interest on loan        | 21.50 | 8.08 | 4    | 1    | 4    | 1    |
|                         |       |      | 4.77 | 6.42 | 7.05 | 7.84 |
+-------------------------+-------+------+------+------+------+------+
| Total Securities        | 2     | 9    | 26   | 9    | 25   | 9    |
| Business Income         | 63.50 | 9.08 | 2.70 | 6.34 | 7.63 | 7.71 |
+-------------------------+-------+------+------+------+------+------+
| 2. Other Income         | 2.43  | 0.92 | 9.98 | 3.66 | 6.05 | 2.29 |
+-------------------------+-------+------+------+------+------+------+
| Total Income            | 2     | 10   | 27   | 10   | 26   | 10   |
|                         | 65.93 | 0.00 | 2.68 | 0.00 | 3.68 | 0.00 |
+-------------------------+-------+------+------+------+------+------+

* Remark : The data for 2008 was derived from consolidated financial
statement which the Company has done for the first year after having
subsidiary company.

  (4) Business Goals

In 2009, the Company’s primary aim is to minimize the effects of the
current economic downturn for all our stakeholders. This will be
achieved by providing a variety of products, offering quality services,
while at the same time minimizing operational risks, transactional risks
and costs. The Company’s business goals are as follows.

1.  

2.  Securities Brokerage Service: In 2008, due to the adverse market
    situation, the Company suffered some bad debts on its margin loans.
    This resulted in a loss to the Company. In 2009, US will focus on
    recovering this bad debts and improving risk management.

3.  Investment Banking: The Company remains very much focused in its
    financial advisory service as well as the securities underwriting
    business as these are considered an important strategy which will
    support the Company’s securities business. In addition, other
    investment banking transactions pursued by the Company include
    merges and acquisitions and rehabilitation advisory service.

  The Company also pays attention to other businesses ranging from
  trading debt instruments to being a sales agent of investment units
  and seeking other business opportunities required by the authorities
  for a comprehensive service and to increase the non-brokerage income
  to no less than 15 per cent of the total revenues.

4.  Securities Analysis: The Company’s objective is to create quality
    stock analysis reports that respond to various types of customers.
    In this area, the Company has also started producing research
    reports as well as Japanese website targeted at the Japanese
    investors.

5.  Support Services : The Company continues to pay attention to system
    development work especially those concerning information technology
    for service excellence and to accommodate new competitions and
    transaction to be seen in the future.