3. The Description of Company's Operation in Each Product Line

3.1 Type of Essential Products and Services :

1.  Books Currently, SE–ED is the largest books publisher in Thailand,
    published books for nationwide bookstores. The Company pioneered in
    publishing knowledge books in several subject areas; such as
    administration/management, self-development, psychology, engineering
    in various fields, psychology, youth development books, language and
    dictionary, parenting, food and health, maps, non-book products
    (e.g. CD) which help to promote the development of potential in
    variety of aspects.

2.  Magazines At the year's end 2007, the Company has published 10
    magazines of science and technology namely,

-   Semiconductor Electronics : A monthly magazine emphasizing on
    electronics, launched in 1974, and later changed the name to
    "Semiconductor Electronics Plus", since January 2008, while
    maintaining similar types of content to the previous issues.

-   UpDATE : A monthly magazine catering to those readers who want to
    keep abreast of latest developments in the world of science and
    technology, published since 1978.

-   MICROCOMPUTER : A monthly magazine devoting entirely to the
    knowledge about Computer and information technology for Corporate.
    In circulation since 1983.

-   Hobby Electronics: A monthly magazine specially preparing the
    knowledge of electronics for the fledgling electronics enthusiasts
    and also interested readers was launched in early 1991.

-   Industrial Technology Review : Monthly magazine provided reading
    material on major developments in industry technology and management
    for plant engineers and general readers, launched in mid–1994.

-   Mechanical Technology : Monthly magazine related to mechanical
    engineers concerning operating techniques, and machine
    problem–solving guidance for engineers and general readers – first
    published in the middle of 2001.

-   The Absolute Sound & Stage : Monthly magazine about video and audio
    for home, car, studio and stage, launched since the end of May 2002.

-   Extreme Technology : Monthly magazine about new technology and
    hi–tech products with comparative review of performance as a source
    of buyer's decision, first launched in late October 2003.

-   Add Magazine : Free monthly magazine offering variety of interesting
    information and also new technology adaptable to the daily living
    (launched in February 2006), distributed free of charge mainly
    through SE–ED Book Center Bookstore branches.

-   Industrial Sourcing : This is magazine that released every four
    months, presenting industrial products information. It clearly
    categorizes the subject area for purchasing decision and reference,
    launched since April 2007.

-   MICROCOMPUTER USER : This is a monthly magazine focusing on the
    issues about Microcomputer for general users, launched since the end
    of 1993. However, the Company decided to terminate the publication
    since January of 2007 to reallocate to other responsibility which is
    deemed to have more business opportunity.

  The Company’s revenue from magazine comes from the sales of magazines,
  advertisement and special edition, as well as revenue from organizing
  several activities.

3. Distribution The Company distributes books published by SE-ED and
other publishers including the companies whose publishing is in line
that of the Company's direction. Books were distributed to at least 800
owners of bookstores who have an approximate total of 1,600 stores, with
the size of larger and smaller. The Company also sells directly to the
educational institutions and distributes books to SE–ED Book Centers and
network stores which consists of Book Variety, and some universities
book centers, owned by SE–ED.

  Presently, the Company is the largest book distributor to the chain
  bookstores. Books which were self-published by the Company is
  currently totaled at 1,500 titles, while also help distributing 8,900
  titles from other several publishers and organizations.

  Towards the end of 2006, SE–ED has been appointed as Thailand’s sole
  distributor of Oxford University Press (OUP) for book and related
  media for English language teaching and learning from January 1^(st)
  2007 onward. Under this agreed cooperation between SE–ED and OUP, the
  business activities of production and distribution associated with
  English language learning will be increased through company’s
  distributing channel which promptly allows SE–ED to share some
  responsibility of resolving the country’s problem with regards to
  English language learning in Thailand in the much greater extent.

4.  Bookstores business (SE–ED Book Center or SBC) SE–ED operates
    several SE–ED Book Center and network stores which consists of the
    "Book Variety" stores and "University bookstores" all located both
    in Bangkok and other provinces, including managing space in the
    selling areas in different models.

  SE–ED Book Center are medium–sized bookshops selling all kind of
  books, with modern design and good layout plan, efficiently selling
  and emphasize in being located in convenient location for people to
  come buying books. The main locations are located in leading
  supercenters (such as Tesco Lotus, Big C, and Carrefore, etc.) leading
  shopping malls (such as Siam Paragon, Central, The Mall, Robinson,
  Future Park Rangsit, Future Park Bangkae, provincial leading shopping
  centers, etc and education institutes (such as Siam Paragon,
  Ramkhamhaeng University, National Institute of Development
  Administration, Dhurakij Bundit University, Siam University, Khon Kaen
  University etc.) in different models both in Bangkok and other
  provinces.

Moreover, the Company has also launched new bookstores in another name of “Book Variety” (which is the same name as the Company own TV program produced and broadcasted on UBC cable TV channel 8 and later transferred to broadcast on TTV Channel 1) since July 2002. This is also regarded as one type of SE–ED Book Center bookstore. 

By the end of 2007, SE–ED has already opened 278 branches of SBC. From this mentioned figure, there are 268 branches in operation, with 117 branches in Bangkok and nearby provinces, and 151 branches in other provinces. With 260 of bookstores operated by the Company, another 4 branches are designated as SE–ED Book Center Network Bookstores (SE– ED Book Center fully supports the shops, as a book distributor supplying the books) and 4 branches are SE–ED Network Bookstores. (SE–ED does not fully support, since the shop owners can order books by themselves.) Moreover, SE–ED also responsible for managing the books and magazines sales space in Supercenters, and other shopping centers in different formats totaling of more than 91 sales and service points. Today, SE–ED Book Center are the chain bookstores with the highest sales in Thailand.

  SE–ED Book Center and Bookstores Chain Branches at year–end

  ------------------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
  Descriptions       1991   1992   1993   1994   1995   1996   1997   1998   1999   2000   2001   2002   2003   2004   2005   2006   2007

  Branches increase  2      1      1      4      2      2      10     13     12     19     28     27     22     31     26     26     52
  in the year                                                                                                                        

  Branches opened    2      3      4      8      10     12     22     35     47     66     94     121    143    174    200    226    278

  Branches closed in -      -      -      -      -      -      -      -      -      (1)    -      -      (3)    (1)    (5)    -      -
  the year                                                                                                                           

  Total existing     2      3      4      8      10     12     22     35     47     65     93     120    139    169    190    216    268
  branches                                                                                                                           

  Kiosk in operation 1      1      2      2      2      2      5      8      11     18     29     37     39     41     44     40     40

  Petty sales in     -      -      -      -      -      -      -      -      -      -      2      62     75     115    166    128    51
  operation                                                                                                                          

  Total operation    3      4      6      10     12     14     27     43     58     83     124    219    253    325    400    384    359
  selling point                                                                                                                      
  ------------------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------

Remarks - There has been an effort in reclassification of bookstores
branches to be properly suited. Therefore, the number of branches may be
different from other published documents by the Company. Branch includes
the small size of bookshop of 20-50 square meters. Kiosk means mainly
the newsstand sales type. Points of sales means the sales type that the
Company takes charge in managing the products in book corners (including
newspapers and magazines) at both Lotus supercenters

  - At year’s end 2007 there are 268 existing branches in operation.
  There are 117 branches in Bangkok and its vicinity and 151 branches in
  other provinces. This figure has included the small scale of 24
  branches.

  - At year’s end 2007 there are 243 existing branches in operation,
  using the brand of, SE-ED book center, 12

  branches in the branch of Book Variety, 4 branches in universities
  book centers and 1 branches in other brand

  name.

  - At year’s end 2007, there are 4 SE-ED Book Center network (SE-ED is
  responsible for all book supplied to the network stores) and there are
  4 SE-ED network (SE-ED allows the stores to choose either the name of
  "SE-ED Book Center" or "SE-ED network"), and there are 40 kiosks and
  51 points of sales presently operated.

5.  Other activities. The Company also performs additional activities as
    follow:

-   Organized the Thailand Electronics & Industrial Technology Trade
    Show in order to promote Thailand’s electronics industry.

-   Organized SE-ED Kiddy Camp for youth from 8-14 year which were held
    during school break.

-   Produced the Book Variety Program, the television that help promote
    the book reading, broadcasted on TTV1 Nation Channel every Saturday
    from 9.00 am - 9.30 am.

-   Organized Computer, Engineering, and Management seminars for general
    audiences.

    2.  Marketing and Competition

Policy and Marketing

Throughout the past 30 years, the Company has been a leading initiator
in the technical book
publishing business, in particular, the “How-to...” category. This
reputation as Thailand’s main publisher of technological books and
journals enabled other Company’s operations to flourish and enjoy
greater success.

The Company has set the long term goals and marketing strategy which can
be briefly described as follows:

Vision: SE–ED shall be a leader in ensuring that Thais have easy and
convenient access to
knowledge.

Mission: SE-ED seeks to do business in the areas that promote education
for knowledge in the fields that is necessary to the development of the
nation. It operates in the business that will make "Thais Smarter" by
developing the sustainable business with a continuous earning growth at
the above the industry average, being a role model company that can
create work result deems beneficial and accepted by society at large
with happy staffs, and able to deliver and maintain an attractive
long-term investment returns at the satisfaction level.

Marketing Strategy: To achieve the stated vision and mission, the
Company stresses the readiness in several areas to develop and serve
with quality which responds to the needs of target customers by focusing
on the expansion of SE-ED Book Center for the larger service coverage
and add more attractive products to the stores. The Company will
concentrate on following executing the marketing strategies below:

1.  The Company determines to ensure growth and business strength by
    stressing the important of market expansion to pave way for market
    potential which covers wider areas of sizable communities. SE-ED
    Book Center and network formats will be implemented and expanded,
    selecting the high potential areas for long-term growth, rather than
    solely taken into account of the initial profitability outcome as a
    main source of consideration, to promote and ease customer access to
    the stores more conveniently and equally. It also proceeds to
    strategically and thoroughly responds to the customers' needs
    wherever they are, to maintain the Company as the leadership in the
    business, and to support the growth of book business as a whole into
    the future while creates favorable brand perception and acceptance,
    with the emphasis on the idea of "Think of buying books, think of
    SE-ED Book Center".

2.  The Company emphasizes on sourcing products and service in
    convenient terms, meaning fast, punctual in every service channel.
    To do this, the Company focuses on creating impressive experience,
    under the idea of "Think of reading a book, you will get to read it
    by no later than tomorrow", using technology in combination with
    modern management to link production, warehousing, order picking,
    and delivery allowing more efficiency logistic management at best.
    This reduces the need to acquire more space to support large volume
    of books in the market, making possible for an increase in service
    capability and wider coverage of store throughout the country that
    serve and respond more quickly to the customers' need and create
    customers' satisfaction, so as to make the Company more competitive.

3.  The Company seeks to find and develop attractive and interesting
    products and create marketing mix in the stores in a consistent
    manner to allow more attractive store outlook and more frequent
    customer visits to the stores, while able to acquire products that
    customers look for within a short period of time, creating
    differentiation as compared to its counterparts. This results in
    much better profitability at each branch.

4.  The Company understands the important of excellent service and the
    promotion of Company's image, by concentrating on staffs and team
    consistent development, and also create professional work attitude
    to the staffs to really take care of each customer in more detail
    aspects, leading to the better customer's satisfaction.

5.  The Company uses the integrated marketing communication model,
    develops suitable tools and channels to promote product, and
    reinvents itself with several models towards relentless promotion
    activities. That is to say the Company is stressing the important of
    marketing activity as a value creation for business. With this, the
    Company also directs all of its efforts to the target customers, and
    in addition, directly respond to the customers' need, which allows
    success for most of the newly-launched products; such as promotion
    of products and services through advertisement and public relation
    via storefront LCD display system which will be installed in the
    branches all over the country to stimulate more books buying
    sentiment.

6.  The Company promotes partnerships and business alliances building
    efforts, in working closely with them, and abides to the signed
    contract under the business etiquette framework of reference. The
    Company seeks to work on basis of the mutual business success, for
    Company is opened to the exchange of views in doing business to seek
    way in resolving conflicts and difficulties that might occurs. For
    the better cooperation, the information learned can be used to
    improve the product development and management process to meet the
    unwavering standard and this should benefit all parties involved.

7.  The Company builds and uses the marketing database more earnestly,
    through the database collection system by recording all historical
    data about the customers' need. By providing products and services
    to customers in needs, the Company ensures that the success in
    creating a good impression for customers. It also brings the
    information to analyze and expect to improve service in the future.

Policy and Marketing

Pricing Policy: Pricing policy is set to meet the purchasing power of each target group, appropriately reflecting the production costs, while maintaining the reasonable profit in long run. However, this will not be applied to magazines sales, which depend on advertising income as the main revenue earning. 

Distribution Channels: The Company distributes books and magazines through networks of SE–ED Book Center, and other bookshops in Bangkok and other provinces by managing the distribution channels according to customers, products and services as follows: 

1.  Books and Magazines Retail Customers The customers are general
    readers and working people. The Company distributes books and
    magazines through the network of SE-ED Book Center 278 branches with
    268 branches are still in operation including 8 branches for network
    bookstores (as of December 31, 2007) which the centers of books and
    entertainment for family and working people, located in shopping
    centers and supercenter in Bangkok and other provinces and also in
    the higher educational institutes.

2.  Books and Magazines Wholesale Customers This group of customers is
    accounted for over 1,600 different stores. The Company is
    responsible for distributing all books and magazines that the
    Company has the sole rights to distribute to all the bookshops in
    Bangkok using its own transportation. For distribution to provinces,
    the Company uses private transportation company as appropriate.

    -   However, for distribution of magazines published by SE–ED, the
        Company uses several transportation companies in each region to
        distribute to the bookshops.

    -   For circulation and distribution to stores in Bangkok and around
        its vicinity, the Company utilizes the “Standing Order”
        distribution system, a combination of consignment and
        non–returnable sales system. For most of booksellers in other
        provinces, a non–returnable sales system has been applied with a
        limit of returnable quantities.

  3. Advertisers Major companies in the industrial circle including the
  computer and electronic circle are both regular and non–regular
  advertisers in the Company’s monthly magazines.

  Competition

Industry Overview and Competition The publishing industry grew at ever
larger rate which expected to be around 6-7 percent in 2007 and 2008,
and it is believed that the market is quite small and will have much
room to grow. As the result, it attracts many interested individuals
into the publishing business, retail business and magazines business.
The competition has, therefore, increased dramatically. However, it is
also believed that this type of competition will stimulate the
publishing market growth in long run.

However, the Company has a very good growth rate in book publishing
business, wholesale and retail business, as the Company still holds its
strength in these areas. Whereas the overall magazines business still
grows in but the computer periodicals were hardest hit by competition
and an advertising price war, causing a significant decrease in its
advertising revenue. However, electronics and industrial periodicals
still show significant growth.

Opportunities and Threats Government policy currently promotes more
advanced education for its citizens to better prepare them for global
challenge. This, in turn, stimulates a greater thirst for new areas of
knowledge, triggering an increase in local demand for books. All these
conducive factors contribute much to the even brighter and more stable
future for the book business as a whole, particularly technical books
and magazines. The rapid expansion of mega stores and supercenters all
over the country has helped to mushroom the Company’s retail outlets. As
a major publisher and distributor of technical books, and the owner of
largest bookstores chain with high liquidity cash basis, the Company is
in a strong position to respond to this encouraging market trend, and
grew ever larger than the market average growth.

However, the Company’s future branch growth in some areas strictly
depend upon the retail growth restriction policy and also the rule of
law stipulated by government which may affect the growth of shopping
centers and supercenters.

Key Success Factors The factors that contribute to the Company’s current
leading position and the Company’s more important role in future book
business can be summarized as follows:

• Business policy is evidently conducive to national development Since
its inception the Company has all along adhered to its business in
knowledge dissemination, with a view to developing the full potential of
Thai people in areas essential to national development. The Company’s
continued growth is in line with national development, and, fortunately,
not severely affected by the economic slump. Besides, its corporate
image is clear, well received and trusted by every party concerned.

• SE–ED has the tools and business components to efficiently operate
future business Nowadays, the Company’s business divisions cooperate
among themselves and render greater opportunity for even more success.

  1. The Company has its own distribution channel and system via network
  of SE-ED Book Center, which is the important distribution channel and
  is the largest book chain network in the country, because the stores
  are spread into many major communities all over the country and the
  Company is always be the first receive offers to select new location
  for new branches. These effects support the wholesale growth
  opportunity and cause the lower cost of bookstores business in return.
  Moreover, it allows more possibility of success for publishing books.

2. The Company also has its own media and public relations, which were
the Company own magazines, a Book Variety TV Show, website
www.se-ed.com, free e-mail service and free homepage via www.se-ed.net.

Quantity and Size of Competitors As book business is one of the
continuous growth businesses and has also great potential to grow and
the barrier to entry is low, many people are interested to get into this
business each year both in publishing role and also in retailing role,
despite that fact that many of them went out of business already.
Because each of them tries to differentiate from each other, this result
in the flourishing of books and the base of books readers keeps
expanding. As a result, such activity does not severely affect the
Company.

Moreover, as the Company does business cover all categories ranged from
publishing, wholesaling, distributing and bookstores it is, of course,
beneficial in either way for the new comer in each role, as the result
the effect of competitors is slightly.

For the bookstores business, there are more competitors from several
large firms interested in doing this business but the market has divided
which conform to the products mixed in the stores and to location, as
such, this causes not much effect to the Company. While the Company as
the market leader with strong financial position and receiving great
acceptance by general readers and being ready to expand new branches,
the Company can keep a great step ahead by taking advantage of first
priority to choose new location and has the lower operating investment.
In the future the books business is expected to grow out of a few large
firms who are well prepared to face the competition.

Market Share Although the Company is the market leader in 3 important
businesses: The leading retailer in bookstores chain and book
distributor (or wholesaler), and books publishers. Owing to the
continuous growth of book business, numerous entrepreneurs show interest
in joining and this causes the spread of business concentration. The
market shares for market leaders in this industry are not significantly
difference.

As book business has limitation in terms of completeness of database
which makes the market share estimation in each segment contains some
errors.

For retail bookstore business, the Company believes the network of SE-ED
Book Center will enjoy the lead in terms of having the largest market
share around 30-40 percent of Thai books market in the country.

For the business of distributing book to booksellers, the Company
becomes the largest distributor in the market, but the proportion is
still not high enough, due to the fact that market share in book
business is less concentrated. The market share should fall somewhere
around 10-20 percent for distribution system of books to retail business
in Thailand.

For publishing business, the Company always ranks between number 1 out
of 3 in the book market, depending upon which publishing, in each
particular year, produces the best selling tittles more or less, but in
general the market share is not that significant because it is less
concentrated than usual. It is expected that the market share should be
around 3-6 percent of the whole publishing business in the country.

Substitution products The rapid development in industry and business
leads to a need to learning new things and developing knowledge to gain
advantage over the competition. Regardless of how far the communication
and computer technology progress, books still play an important role in
imparting knowledge to people conveniently and inexpensively anywhere,
anytime, and for a life time.

Bargaining power of buyers and sellers As the books business has a level
of the standard trading condition structure with several traders in
which nobody can evidently dominate the market and the needs to be
interdependent of each other, there are not much problem in bargaining.
However, due to the fact that new large retailers in other business
expand into the books business and may cause bargaining with publishers
and distributors according to the general retail business nature but is
still not much effect of the over all business as their market share is
still not significantly large enough at present.

3.3 Procurements of Products and Services

Books distribution from other publishers : in general, consists of 2
parts:

1.  Books for distribution : At present the books that are distributed
    to all bookstores through out the country come from the Company own
    publishing house and other more than 800 publishers who decide to
    grant the Company as their distributors to distribute their book
    nationwide. The Company will consider only the products which are in
    accordance with the Company marketing direction and have sales
    opportunity.

2.  Books and other goods SE–ED Book Center deals directly : SE–ED Book
    Center receives goods from 2 channels. From the Company distribution
    business unit and the other channel and mostly deals directly with
    suppliers by the marketing department of SE– ED Book Center in
    charge of consideration and selection products for sales in the
    Company bookstores.

Relation with suppliers and the effect of losing them : For the value of
product for reselling in SE–ED stores acquired from each of the book
suppliers in the book market is no more than 10 percent of total
revenue. The Company has no relation with these suppliers and has no
binding obligation to buy from them in the future. The total value the
Company expenses for books purchasing from 10 main suppliers was total
at 25.30% of the cost of products sold in 2007, which can be considered
that no specific revenue from sales can have severe effect to the
Company.

Books published by SE–ED : Books and magazines published by the Company.
This business line is responsible by the book publishing group and the
magazines group to prescribe the direction and selection of original
manuscripts to publish including the production process of printing into
complete copy before handover to the Company distribution group for
distribution.

Production utilization ratio : As the Company does not own any printers
press, the production of books and magazines are in the responsibility
of in–house work group to take care of the production throughout the
complete cycle and spread the printing jobs to several printers matched
with the schedule. Therefore the real production can be increased or
decreased without any unnecessary delay.

Raw material and supplier : Paper is the main raw material which the
Company purchased from local distributors in lump sum. The types of
paper used in production of books and magazines mostly are wood–free,
newsprint, coated and cover coated.

Relation with raw material suppliers and the effect of missing them :
For the purchasing value of paper, the Company has no particular
relation with these suppliers and no any binding obligation to buy from
them in the future. In the case that these suppliers can not provide the
Company with paper, the Company can still procure them from other
suppliers. The total value the Company expenses for raw materials and
finished goods to 10 main suppliers was 1.79% of the cost of products
sold in 2007 which can be considered that no specific supplier can cause
severe effect to the Company.

Process and production technology : Production process for new book
starts from editorial team call for meeting to plan and consider the
selection of manuscripts. This manuscript may come from the
self–proposed original writer, or from the Company–assigned writer or
translator in accordance with the Company’s determined guidelines. Then
editorial team will consider the content, correctness, and readability
of the books which also include the activity involved re–evaluating and
opinionating the books in terms of marketability by Company’s
respectable book advisors who possess knowledge and interest in
particular subject areas. After the team agreed on the book, the content
may be re–adjusted and format at the suitable level for the market, and
the use of copyright contract may be signed with writer, translator, or
foreign publisher.

In the mean time, artwork team will start to design the book cover and
when the finish manuscript is finished and ready for print, the computer
artwork will later takes its duty. After finishing the artwork, the step
of proof–reading activity will be taken and corrected until the content
and art design are completed. In the case of book, there will be
additional step that is the naming of the book and pricing, which also
involves the related marketing work that is suitable for the target
audiences.

The process of producing magazine is quite similar to the process of
book publishing that is the editorial team takes responsibility right
from the market direction till the end of the production process.

For book and magazine manuscript works, the Company uses Macintosh
computer and PC along with all other related tools and equipments,
whereby all these computer technology shows sign of having higher
efficiency but becoming less expensive. In addition, the editorial
staffs in the team are very experience and expertise in writing. They
come from people in the editorial team and also general writers.

After the manuscript is done, the Company will pay for the printer to
print, while paper is supplied directly by the Company. The paper
Company then delivers paper straight to the printing press at the
determined time so that each manuscript is printed into book and
magazine.

Capability, necessity, and expenses in reapplying machinery to compete :
As Company do not own printing press, therefore, there is no need for
Company to invest in the machinery and equipment in printing. It becomes
unnecessary for Company to develop machinery and equipment. And due to
the competitive environment of printing press business, it equips the
Company with bargaining power and, with this, the Company is always
allowed to have choices of printing press companies to choose from.

Environmental Impact : The core production team for the Company is
actually the editorial team. Therefore, production process is only
concerned the production of manuscript and coordination within offices
of the Company. Such activity will not result in the making pollution
that can affect the environment and the Company’s business is not under
the direct control of any government agency.

4.  Undelivered Jobs

– None –