3.  Nature of Business

  3.1 History, Development, and Important Change

Background

SE-EDUCATION Public Company Limited (SE-ED) was established on October
10, 1974 with a registered capital of THB 99,000. Their objective was to
do business in knowledge dissemination, with a view to develop the
fullest potential of Thai people in areas essential to the national
development. The Company founders were ten electrical engineering
graduates from Chulalongkorn University, who used to be active in
varsity activities during their academic years at the club of faculty of
engineering, Chulalongkorn University. They thoroughly realized that
Thailand still lacked the development of technical and academic
materials.

Change of Major Shareholders (Information as of Closing Date)

+---------------------------+-------+----+-------+----+-------+----+
| Shareholders              | Nov   |    | Nov   |    | Dec   |    |
|                           | ember |    | ember |    | ember |    |
|                           | 28,   |    | 29,   |    | 2,    |    |
|                           | 2011  |    | 2010  |    | 2009  |    |
+---------------------------+-------+----+-------+----+-------+----+
|                           | N     | %  | N     | %  | N     | %  |
|                           | umber |    | umber |    | umber |    |
|                           | of    |    | of    |    | of    |    |
|                           | S     |    | S     |    | S     |    |
|                           | hares |    | hares |    | hares |    |
+---------------------------+-------+----+-------+----+-------+----+
| BROWN, SHIPLEY & CO.      | -     | -  | 50,00 | 1  | -     | -  |
| LIMITED                   | ^     |    | 0,000 | 5. |       |    |
|                           | ((*)) |    |       | 44 |       |    |
+---------------------------+-------+----+-------+----+-------+----+
| KBL EUROPEAN PRIVATE      | -     | -  | -     | -  | 50,00 | 1  |
| BANKERS S.A.              |       |    |       |    | 0,000 | 5. |
|                           |       |    |       |    |       | 44 |
+---------------------------+-------+----+-------+----+-------+----+
| GMM Grammy Public Company | 42,42 | 1  | 42,42 | 1  | 42,42 | 1  |
| Limited                   | 2,200 | 3. | 2,200 | 3. | 2,200 | 3. |
|                           |       | 10 |       | 10 |       | 10 |
+---------------------------+-------+----+-------+----+-------+----+
| Mr. Rit Thirakomen        | 23,00 | 7. | 23,00 | 7. | 23,00 | 7. |
|                           | 8,782 | 10 | 8,782 | 10 | 8,782 | 10 |
+---------------------------+-------+----+-------+----+-------+----+
| Krungsri Dividend Stock   | 18,15 | 5. | 6,09  | 1. | -     | -  |
| LTF                       | 1,900 | 60 | 1,600 | 88 |       |    |
+---------------------------+-------+----+-------+----+-------+----+
| Best Fortune Property and | 13,58 | 4. | -     | -  | -     | -  |
| Loan Fund                 | 3,200 | 19 |       |    |       |    |
+---------------------------+-------+----+-------+----+-------+----+
| Mr. Pongsak               | 10,85 | 3. | 10,85 | 3. | 10,85 | 3. |
| Sivapatrakumpol           | 0,842 | 35 | 0,842 | 35 | 0,842 | 35 |
+---------------------------+-------+----+-------+----+-------+----+
| Remark : Investors can    |       |    |       |    |       |    |
| view the current          |       |    |       |    |       |    |
| Shareholder’s information |       |    |       |    |       |    |
| from the Company’s        |       |    |       |    |       |    |
| website before the date   |       |    |       |    |       |    |
| of the annual             |       |    |       |    |       |    |
| Shareholder’s meeting.    |       |    |       |    |       |    |
|                           |       |    |       |    |       |    |
| ^((*)) BROWN, SHIPLEY &   |       |    |       |    |       |    |
| CO. LIMITED sold their    |       |    |       |    |       |    |
| shares.                   |       |    |       |    |       |    |
+---------------------------+-------+----+-------+----+-------+----+

The Company was approved as a listed company by the Stock Exchange of
Thailand (SET) in the
category of media and publishing under of the service industry sector,
since 1991. The Company became a public company on April 29, 1993. Today
the Company is popularly known, in short, by the name of “SE-ED”, which
comes from Science, Engineering and EDucation.

At the beginning, the Company published the monthly magazine
“Semiconductor Electronics” and was the distributor of electronic
devices from abroad.

In 1978, the Company published the monthly magazine “Taksa, Science and
Technology Edition” for the general and young readers whose interests
are in the areas of science and technology.

In 1979, the Company launched the monthly magazine “Miti Tee See” that
aimed at the creativity and imagination and, particularly, for those who
don’t like the heavy science, hoping to gain readers attention in
science.

In 1980, the Company started to publish the engineering and scientific
textbooks which were later became the textbook and academic books
division.

In 1983, the Company published the monthly magazine “Microcomputer” and
began to publish the books about microcomputer. At the same time, the
Company set up the management books division for the purpose of
publishing the books that can help people work more efficiently rather
than publishing books that can only be sold in a short period of time.

In 1985, the Company adapted and introduced the Standing Order
Distribution System and merged the magazine “Taksa, Science and
Technology Edition” with “Miti Tee See” which resulted in the new
magazine called “Rou - Rorb -Tua” magazine which was later transformed
and changed its name into what is today called “UpDATE” magazine. In the
meantime, the Company’s Children Book division was born in 1986 and
“Wittayasat Arn Sanook” - the first finest set of cartoon books aiming
at teaching young learners - was published and warmly welcomed by
general public.

The Company continued to take its lead in publication of magazines and
educational books,
becoming the forefront in knowledge publishing firm in the country with
the best distribution system in the book business. The Company also
became the book distributor for other publishers producing books in the
same fields.

Although, compared to the average publishing industry, SE-ED had
satisfied the expectation of both sales volume and sales growth, as at
that time the Company is the publishing firm with highest sales volume
through bookstores channels and the largest books distributor, the
Company found that there were still limitations due to the fact that
there were a few good quality bookstores existed in the market.
Consequently, the Company’s books could not be effectively circulated.
This resulted in the inability to increase sales volume of each book
sold at the desirable level.

Following an extensive research into the retail industry, the Company
realized that the pre -existing bookstores could not be expanded or
improved much further. At that time, many new shopping centers had been
opened, and the Company believed that they would be good venues for the
bookshop business. As the Company had confidence in those malls that
they are attractive and able to bring in large communities and would
likely change the buying behavior of Thais. Therefore, the strategy of
providing more convenient purchasing channel for Thais which was to
allow access to reading materials was to set up well - thought - out
bookstores in those malls. But as the investment cost was high and no
one had seriously ventured in this area of business before, the Company
decided to start the bookstore business in leading shopping centers to
avoid affecting the previously existing bookstores which were mostly
located in commercial buildings.

In the third quarter of 1990 the Company was permitted to be listed on
the Stock Exchange of Thailand and started the “SE-ED Book Center”
project that allows Thai people to get access to books and to support
the future growth of overall book market by focusing on opening branches
in various leading shopping centers. SE-ED Book Centers will sell both
books from its publications and also from the others. The first branch
of bookcenter for family and working people opened in late 1991 at
Fortune Town Shopping Center.

In the third quarter of 1996, SE-ED opened SE-ED Book Center in
supercenters. The first branch was at Lotus Supercenter, Pattaya with
strong belief that supercenters would be the new trend going
forward and also suitable locations for the long - term business. The
Company further improved its image to be more modern, by using bright
and vivid colors. Newly designed bookshelves were installed so that it
could be manufactured more easily and more cost effective. Consequently,
SE-ED could put new bookstore branches in operation faster and more
convenient. It also focused on developing the book distribution center
to accommodate more books for more than 600 branches. In 2006, the
Company expanded the distribution center area from 7,400 square meters
up to about 10,000 square meters, at the end of 2008, the Company
expanded the warehouse space by 3,000 square maters which made the total
warehousing area to be as large as 13,000 square maters, or 30%
increase. In 2010 the Company expanded the space of the warehouse from
13,000 square meters to approximately 15,000 square meters. The Company
also developed and tested the business model that is suitable for the
Company’s competitiveness and business sustainability. At the same time
the Company can open a new branch fast with lower operation costs and
expanses, allowing the Company to have more chance to be successful.

Furthermore, SE-ED Book Center has developed a relationship with several
shopping centers and supercenters, being recognized as an important
business alliance. This has enabled SE-ED to develop its business format
continuously. Nowadays SE-ED Book Center is a chain bookstore evolving
and expanding very fast, becoming the full functional chain bookstore
with highest sales volumes and also serving as the very heart of
company’s business growth since 1997.

SE-ED’s business performance has remained at the satisfactory level. In
1997, when Thailand
encountered serious economic crisis leading to business collapse and
widespread unemployment resulting in lower purchasing power, the
publishing business was affected in many ways. Several of SE-ED’s major
book suppliers encountered the severe loss and liquidity problems, to
the point that SE-ED had to allocate asset as bad debt account, largely
due to the lower purchasing power and decrease of sales orders from
bookstores. SE-ED was seriously aware of granting credit to customers to
keep control of the possible bad debt. The competition also became
tougher than before. As a result, the sales figures that came from both
SE-ED’s own published books and other non - SE-ED published books was
not as it was hoped to be. It was considered the first time that SE-ED
faced accounting losses in 1998, since listed in the Stock Exchange of
Thailand.

However, after the severe economic crisis, the Company began to review
its business structure’s long - term strength. The Company started to
diversify risk at a suitable level and, at the same time, tried to
improve financial structure, increasing more capital for unforeseeable
economic problems in 1998 and set the reliable financial standard for
paying up the long - term loan from financial institutes and for
incoming expansion. As a result, The Company can recoup from the almost
fatal slump and finally came back to profitability with adequate
liquidity and continuous expansion in 1999.

In 2001, at the Annual General Shareholders Meeting 1/2001, dated April
30, 2001, the shareholders approved of additional shares registered by
the amount of THB 137,141,560 by divided into the following :

-   Warrants offered to shareholders are numbered at 10,549,356 shares,
    where the proportion of right to exercise per 1 unit can be used to
    buy common stock of 1 share at the price of THB 16.50 per share,
    with validity lasting for 5 years, from the date of issuing the
    paper, allowable for exercise every 3 months and the right to
    exercise is expired on December 15, 2006.

-   Warrants offered to company’s directors, staffs, sub-agents are
    3,164,800 shares, where the proportion right exercise per 1 unit can
    be used to buy common stock of 1 share at the price of THB 10 per
    share, with validity lasting for 5 years from the issuing date
    listed on the paper, allowable for exercised with the duration of 1
    year per warrant and each warrant for every 3 months, with each
    warrant allowed to buy common stock at the rate of 10, 10, 10, 30
    and 40 of the total warrants respectively, and the last date to
    exercise is on January 14, 2008.

As of 2003, at the Annual General Shareholders Meeting 1/2003, dated
April 23, 2003, shareholders have agreed to approve the change of share
value (share dilution) from previously THB 10 to THB 1, which the
Company has proceeded to register with the Commerce Ministry on May 22,
2003.

In addition, in 2004, at the Board of Directors’ meeting as of 1/2004,
dated February 4, 2004, the board resolved to allow the Company to
re-purchase the shares, for the purpose of monetary management. As the
Company had over-excess liquidity of 19,783,600 shares (total worth of
THB 122.64 Million, re-purchase value of THB 6.20 per share) which
according to the Ministerial rule with regards to “outline and method of
share re-purchase, selling of re-purchase shares and cut-off for the
Company’s re-purchase shares”, stipulated that the Company must sell the
re-purchased shares within 3 years after date ending of share
re-purchase activity, which was due on September 11, 2007. The Company
could not finish the re-purchasing of shares as committed by the Board
of Directors resolution. Therefore, to follow the guideline of
Ministerial rule, the Board of Directors’ meeting as of 4/2007 dated on
September 19, 2007, approved the capital reduction by way of reducing
the share repurchase by 19,783,600 shares, resulting in the remaining
capital of 328,345,090 shares. The Company registered the reduction of
registered capital on October 24, 2007. Later in 2011, during the 1/2011
general shareholders meeting on April 28, 2011, it was approved that the
Company’s authorized capital was reduced in order to comply with the
paid-in capital. As a result, the Company’s authorized capital remains
323,921,130 shares. The Company registered the reduction of registered
capital on May 11, 2011.

In 1984, the Company also invested in 25% of the shares in M & E Co.,
Ltd. with a paid-up share capital of THB 400,000. The M & E Co., Ltd.
prints and publishes technical magazines and engineering manuals,
distributed by SE-ED.

In 2003, the Company held 28.75% of the shares in Plearn Patt Co.,Ltd.
(founded on September 25, 2002) with a registered paid-up share of THB
80 Million. In 2005, the Company increased percentages of share holdings
to 48.82% of registered and paid-up share capital was THB 170 Million,
and in the fourth quarter of 2009, Mr. Thanong Chostisorayuth, the
managing director of SE-EDUCATION Public Co., Ltd. chaired the position
of the acting school director of Plearnpattana School and became the
Director of Plearn Pattana School in 2010. The registered name of Plearn
Patt Co., Ltd. is the name of the school called “Plearnpattana School”,
located at Buddhamonthon 2 Road, enrolling students from
pre-kindergarten year up to Matayom 6. The first academic year started
in 2004. This was the important gathering of more than 70 education
enthusiasts from several groups of people such as parents, teachers,
academics and school executives, in collaboration with private
organizations who played a significant role towards family institutions
and education to create new concept schools, to create quality children
for the country.

Moreover, in 2008, the Company opened SE-ED Learning Center with the
space of 600 square
meters, located at Chamchuri Square building - a part of Chulalongkorn
University, to facilitate the expansion of youth activities in different
forms in the future. This includes the training for professional
activities to increase the potential of Thai people in different fields
for the general public.

Important Developments and Changes in year 2011

In 2011 the Company still expanded in the direction that led to a
long-term growth, as the Company believes that there is room to grow for
books and education business, by emphasizing on the continuity of
increasing the number of bookstore branches for SE-ED Book Center, and,
in addition, stressed even more emphasis on the role of being books
distributors and book publishers to align with the growth of books
business in the larger picture. However, the Company has developed the
information technology system, communication system for all bookstores
branches and headquarters and distribution center in order to support
more services which deem to soar in the future, so as to increasing
efficiency and reducing the chance to waste any sale potential.

Apart from a normal business operation, the Company had some important
developments and changes in 2011, as in the following :

-   The Company increased more branches of SE-ED Book Center and
    renovated the existing stores that had a potential by enlarging them
    to create better sales and better modernization. The details are as
    follows :

-   New 50 branches were opened. As in December 31, 2011 there
    were in the total of 397 stores, and 30 points of sales currently in
    operation.

-   Renovated 6 existing branches, some branches had been moved to a new
    and suitable
    location, some branches had more space according to the more demands
    and some branches were modernized to have a more attractive look.
    Branches that were affected by the political unrest and flood crisis
    were also renovated.

-   SE-ED Learning Center : The center has been officially opened since
    September 2008 at Chamchuri Square Building, Samyarn, opposite to
    Hua Lam Phong Temple, with the enduring objective of knowledge
    dissemination, inspiration creation for youth, and wider public. In
    addition to SE-ED Kiddy Camp which has been initiated since 2002 and
    added several different learning Camps to the program, the Company
    has added other courses during the weekend, whereby in 2011 the
    Company organized 56 training courses at SE-ED Learning Center,
    which can be divided into arranging 26 courses for youth during
    weekends and after school, such as Soccer Robot inventor, English
    through Activities, Kiddy Art: Enjoy your Life, Maths Camp, Young
    Game Programmer Programs, Arts Programs, Fan Math Problem Solving,
    I-GO: Creating Thinking with GO. 30 general public seminars which
    are CSS for Modern Web Design, Basic Photography, Photography for
    Career, eBook/eMagazine development, Instant Website with Joomla
    CMS, Administering A Microsoft SQL Server 2008 Database, and
    Alignment for revolving machines in factories, etc.

-   SE-ED Channel system, a system that allows total control of both
    visual and audio contents from the headquarters via
    readily-installed long distance communication lines, has already
    been in operation since the middle of 2008. In 2011, the Company has
    continued to install. Until now, the field installation SE-ED
    Channel system is finished in more than 382 Branches. The system
    that helps to promote products and services presently available at
    the storefronts to all customers who visited the stores. This also
    helps the training course and communication between branches and the
    headquarters.

-   The Company organized a press conference “Best in Book Business
    2010: Grow Together” on February 15, 2011 at Makkawanrungsun Room,
    Thai Army Club. The conference aimed to provide publishers statistic
    information and indexes in interesting aspects. Publishers were to
    be informed of the movement in the book business so that they could
    use this information to improve the operation plans within their
    organizations. Ultimately, Thai book business would develop and
    progress along with the trend of the world. Publishers should study
    the success of others and develop and differentiate their own
    standpoint or uniqueness in order to fulfill the lack in Thai
    society and gain more success. In the conference there were over 400
    participants that included publishers, supplies and press.

-   Since the end of October 2010 SBC’s Event Organizing Team has
    started and continued their full operation to boost sales volumes
    and promote SE-ED Book Center as the full functional bookstore that
    can serve people to that can be claimed that “when you think of
    buying books, think of SE-ED Book Center”. The team is also
    responsible for strengthening relationships between fellow
    publishers, local executives, teachers and all supportive customers.

-   “Order Today, Get It Tomorrow” is the purchasing system through
    branches and www.se-ed.com. It hopes to serve the customers as fast
    as possible until it becomes a business advantage. This project also
    serves the idea to make “small stores serve like big stores” and
    ensure that customers will get what they want. This project has been
    consistently improved since early 2010 and by the end of 2010 it is
    able to deliver 99% of the orders in time. In 2011, the Company was
    still determined to improve this program and increased the varieties
    of its products to satisfy customers and gain a competitive
    advantage.

-   “SE-ED Enjoy Reading for Kids” is a project that supports Thai
    children to improve their English skill through reading English
    graded reading books purchased by the donation money from “Changes
    for Kids” campaign that aims to buy books and education resources
    for schools in need across the country. Every school that
    participated in the project was given a set of graded reading books
    from “SE-ED Enjoy Reading” series. Students from the schools will be
    monitored the progress for two semesters or one academic year by the
    Company.

-   “Books for Kids” Project now entered its 6th year. The purpose of
    this project is to donate books to libraries. Up to December 31,
    2011 this project has donated 1.43 million books worth THB 226
    million to 2,415 schools. In 2011, the project donated THB 49.45
    worth of books to 533 educational institutions nationwide.

-   Total Solution to English Proficiency 2011 is the third consecutive
    year of the English proficiency development project. The project
    aims to increase the English proficiency of Thai students by
    employing the most effective means that will allow students to
    improve all 4 basic skills, the communication skill and the ability
    to use academic English. The project focused on the development of
    both teachers and students and provided two different programs for
    the two targets:

  Teacher Training Program emphasized on the exchange of ideas and
  teaching techniques in classroom. There were up to 1,000 teachers
  attending the training. The training topics included the activities to
  increase students’ potential to apply and integrate their skills in
  English grammar, reading, writing, communicating, and Thai language
  usage.

  SE-ED Translation Championship 2011 Thailand Princess Cup was an
  English – Thai translation competition in the high school level for
  the Royal Cup from H.R.H Princess Maha Chakri Sirindhorn. There were
  up to 1,200 participants from various schools nationwide.

-   The Company has continued for the second year the A3 performance
    improvement project for the employees to review and improve their
    performance or the quality of relevant tasks continuously. The
    project aims to encourage employees to work more effectively with
    fewer steps or work more happily. All the ideas of improvement will
    be summed up in an A3 paper and can be implemented without an order
    from the executives. This will support the growth of leadership
    skill in employees and their participation in improving and sharing
    the Company’s vision that will give them a chance to discuss and
    exchange ideas of improvement with the executives. The project
    started in mid 2010.

-   An online purchasing system for bookstores, academic institutions
    and organizations has been developed and is now available at
    www.se-ed.com/wholesale. The new sales channel will allow the
    clients to place their orders quickly and do not have to contact the
    head office. It will reduce internal works and can operate faster.

-   Book Expo Thailand 2011 at Queen Sirikit National Convention Center
    was organized under the theme “Read around Thailand, Read
    Everywhere” The Company’s bestselling item in the event was Tales
    Runner Comic series. Other items that gained a lot of interests
    include stock and investment books, self-development books and books
    of which authors made a presence at the event. For example,
    Mr.Bundit Ungrangsee with ‘Believe in Oneself’, Kru P’Nan
    (Ms.Arisara Thanapakij) with ‘AX25’, Mr.Duntrin with ‘Answers in
    Facebook’, Ajarn Charoen Wattanasin with ‘Twitter Wisdoms’ and
    Ms.Preeyanut Panpradup with ‘When Karma Chasing Celebrities’.

-   In 2011 SE-EDUCATION Public Company Limited, in association with
    Plearnpattana School (Plearnpatt Company Limited “Subsidiary”),
    organized an open house “Open Community of Learning, Open
    Plearnpattana School” for investors, shareholders, securities
    analysts, and general public. The objective of the open house was to
    allow shareholders and general public to understand the business
    operation and meet top executives of the Company and Plearnpattana
    School. The visitors would be informed of the teaching and learning
    methods in Plearnpattana style. There was a total of 88 people
    attending the open house.

-   The Company purchased a land for the new distribution center that
    will enhance the logistic system to support the business expansion.
    In 2011 the Company purchased an empty land of 30 Rai on Bangna-Trad
    Road k.m.21 for the new distribution center that is planned to be
    opened with a full operation in late 2013.

-   The Company received the Board of the Year for Distinctive Practices
    2010/2011 Award. The award will be given to the boards of directors
    of the listed companies in the Stock Exchange of Thailand with an
    effective and productive practice, under the good corporate
    governance principle, with the consideration of transparency and
    justice for all stakeholders. The award was given by Thai Institute
    of Directors in corporation with 6 leading private organizations.

-   Received ‘SET Award of Honor’ of Corporate Governance Report (three
    consecutive years of Top Corporate Governance Report Awards) from
    the SET Awards 2011 organized by the Stock Exchange of Thailand and
    Money & Banking Magazine. The Company is the only listed company
    outside SET100 to receive this award.

-   Received ‘Outstanding Corporate Social Responsibility Awards’ from
    the SET Awards 2011 organized by the Stock Exchange of Thailand and
    Money & Banking Magazine.

-   The IOD has appraised SE-ED to be excellent (5 stars) level in
    Corporate Governance Report of Thai Listed Companies 2011, 2010,
    2009 and 2008 appraisal for four consecutive years. The Company is
    the only company from the publishing business category in the
    service industry to be evaluated ‘excellent’ for 4 consecutive
    years.

-   The company was rated as “Excellent” in the 2007, 2008, 2009, 2010,
    and 2011 valuation in the Annual General Meeting (AGM) of the
    shareholders by the Securities and Exchange Commission in
    cooperation with the Listed Companies Association and the Thai
    Investors Association. The company has been in the group of over 100
    points which has been praised as a good example from SEC. The
    objective of this appraisal was to increase awareness of
    stockholders’ rights and good corporate governance principles.

3.2 Overall picture of Business The Company has five major business
areas, which can be described as follows :

  1. Bookstore Business : SE-ED has operated SE-ED Book Center and
  network stores which
  consist of many university bookstores in Bangkok and other provinces
  as well as the network and sales area in various forms (representing
  83% of the 2011 total revenue).

  2. Distribution Business : SE-ED distributes both books published by
  SE-ED and other
  publishers to bookstores all over the country and to other sales
  channels.

  3. Publishing Business : SE-ED publishes its own books and magazines,
  sells advertising space, provides the printing service for other
  parties, organizes the yearly exhibition “Thailand Electronics &
  Industrial Technology Exhibition” and many specialized technology
  exhibitions.

  4. SE-ED Learning Center is the new business that aims to deliver
  knowledge and learning inspiration to Thai society via the organizing
  of SE-ED Kiddy Camp, learning activities for young children, training
  courses and seminars for public.

  5. Plearnpattana School is a joint investment to build an alternative
  school from pre-kindergarten to Matayom 6. The curriculum offers a
  flexibility in learning experience to encourage the full potential
  development for students who will become important for the development
  of the country in the future.

SE-ED continues to be a leader in the bookstore, distribution and
publishing businesses while all five businesses work well in supporting
and encouraging one another, resulting in the achievement of a
competitive advantage, as well as increasing the Company’s overall value
added.

Shareholders’ structure of SE-EDUCATION Public Co., Ltd., its
subsidiaries, and associated companies

In 1984, the Company invested in 25% of the shares in M & E Co., Ltd.
with a paid-up share capital of THB 400,000. The M & E Co., Ltd. prints
and publishes technical magazines and engineering manuals, distributed
by SE-ED.

The Company has also held 99.93% shares in SE-ED Book Center Co., Ltd.
(founded on May 11, 2001), with a paid-up share capital of THB 100,000.
The SE-ED Book Center Co., Ltd. does not operate any other business. The
purpose of registering the name of “SE-ED Book Center Co., Ltd.” is to
prevent the use of “SE-ED Book Center” from others who might seek to
register it as a new Company.

In 2003, the Company held 28.75% of the shares in Plearn Patt Co.,Ltd.
(founded on September
25, 2002) with a registered paid-up share of THB 80 Million. In 2005,
the Company increased the percentage of share holdings to 48.82% of
registered and paid-up share capital was THB 170 Million, and in the
fourth quarter of 2009, Mr. Thanong Chostisorayuth, the managing
director of SE-EDUCATION Public Co., Ltd. chairs the position of acting
school director of Plearnpattana school and became the Director of
Plearnpattana School in 2010. The registering name of Plearn Patt Co.,
Ltd. is the name of the school called “Plearnpattana School”, located at
Buddhamonthon 2 Road, enrolling students from pre-kindergarten year up
to Matayom 6. The first academic year started in 2004. This was the
important gathering of more than 70 education-loving enthusiasts from
several groups of people such as parents, teachers, academics and school
executives, in collaboration with private organizations who played a
significant role towards family institutions and education to create new
concept schools, that aim to create quality children for the country.

As of December 31, 2011, the major shareholders of Plearn Patt Co., Ltd.
were :

  ------------------------------------- ---------------- -----------------
  Major Shareholders                    Share Capital    Percentage of
                                        Paid-up          Paid-up share (%)

  1. SE-EDUCATION Public Company        8,300,000        48.82
  Limited                                                

  2. Mr. Rit Thirakomen                 2,000,000        11.76

  3. RAK LUKE FAMILY GROUP Co., Ltd.    700,000          4.12

  4. Mrs. Thida Phitaksinsuk            400,000          2.35

  5. Ms. Krongtong Bunprakong           400,000          2.35
  ------------------------------------- ---------------- -----------------

3.3 Total Revenue from Main Products and Services (Categorized by Sales
Channels)

+--------------+-----------+-------+----+-------+----+--------+----+
| Revenue from | Operated  | Co    |    |       |    |        |    |
|              | by        | nsoli |    |       |    |        |    |
| Sales &      |           | dated |    |       |    |        |    |
| Service      |           | fina  |    |       |    |        |    |
|              |           | ncial |    |       |    |        |    |
|              |           | state |    |       |    |        |    |
|              |           | ments |    |       |    |        |    |
+--------------+-----------+-------+----+-------+----+--------+----+
|              |           | 2011  |    | 2010  |    | 2009   |    |
+--------------+-----------+-------+----+-------+----+--------+----+
|              |           | Tho   | %  | Tho   | %  | Th     | %  |
|              |           | usand |    | usand |    | ousand |    |
|              |           | Baht  |    | Baht  |    | Baht   |    |
+--------------+-----------+-------+----+-------+----+--------+----+
| Books        |           |       |    |       |    |        |    |
+--------------+-----------+-------+----+-------+----+--------+----+
| - Retail ¹   | The       | 4,61  | 8  | 4,23  | 8  | 3,8    | 8  |
|              | Company   | 5,164 | 2. | 4,476 | 1. | 44,336 | 2. |
|              |           |       | 98 |       | 88 |        | 25 |
+--------------+-----------+-------+----+-------+----+--------+----+
| - Wholesale  | The       | 68    | 1  | 67    | 1  | 6      | 1  |
| ²            | Company   | 1,385 | 2. | 8,861 | 3. | 58,579 | 4. |
|              |           |       | 25 |       | 12 |        | 09 |
+--------------+-----------+-------+----+-------+----+--------+----+
| - Publishing | The       | 7,049 | 0. | 1     | 0. | 14,510 | 0. |
| service      | Company   |       | 13 | 0,641 | 21 |        | 31 |
+--------------+-----------+-------+----+-------+----+--------+----+
| Total        |           | 5,30  | 9  | 4,92  | 9  | 4,5    | 9  |
|              |           | 3,598 | 5. | 3,978 | 5. | 17,425 | 6. |
|              |           |       | 36 |       | 21 |        | 65 |
+--------------+-----------+-------+----+-------+----+--------+----+
| Magazines ³  | The       | 6     | 1. | 7     | 1. | 78,333 | 1. |
|              | Company   | 0,278 | 08 | 0,354 | 36 |        | 68 |
+--------------+-----------+-------+----+-------+----+--------+----+
| Income from  | S         | 11    | 2. | 10    | 2. | 2      | 0. |
| educational  | ubsidiary | 1,345 | 00 | 8,990 | 11 | 5,068* | 54 |
| fee and      |           |       |    |       |    |        |    |
| services     |           |       |    |       |    |        |    |
+--------------+-----------+-------+----+-------+----+--------+----+
| Others       | The       | 8     | 1. | 6     | 1. | 52,865 | 1. |
|              | Company   | 6,549 | 56 | 8,469 | 32 |        | 13 |
|              | and its   |       |    |       |    |        |    |
|              | S         |       |    |       |    |        |    |
|              | ubsidiary |       |    |       |    |        |    |
+--------------+-----------+-------+----+-------+----+--------+----+
| Total        |           | 5,56  | 1  | 5,17  | 1  | 4,6    | 1  |
| revenue      |           | 1,770 | 00 | 1,791 | 00 | 73,691 | 00 |
+--------------+-----------+-------+----+-------+----+--------+----+

  Remark ¹ Retail - revenue from SE-ED Book Centers.

  ² Wholesale - revenue from books published sales volume of magazines
  and distributed to bookstores and other sales channels : such as
  education institutions and library etc.

  1 and 2 - total sales of Company’s own publications in 2011, 2010 and
  2009 represents 6.89%, 7.36%, and 7.55% of sales revenue respectively.

  ³ Magazines - total revenue from advertising publishing and “SE-ED
  Kiddy Camp”, Organizing academic seminar and technology product sales.

  * In the fourth quarter of 2009 the Company had a consolidated
  financial statement with Plearnpat Co.Ltd, the operator of
  Plearnpattana School because Mr.Thanong Chotisorayuth, the Managing
  Director of the Company, chairs the position of acting school director
  of Plearnpattana School, resulting in the Company’s authority to
  control the operation and finance policy.