Attachment 3 Audit Committee’s Report

Audit Committee’s Report

The Board of Directors of SE–EDUCATION Public Company Limited resolved
in the appointment of the Company’s Audit Committee which consists of
three individual – Mr. Saroch Lamlertprasertkul, Committee Chairman, Mr.
Pravit Tantiwasinchai and Mr. Phairat Sittakul, Committee Members. Each
of the Committee was not the Company senior management or employee. And
Mr. Wachiratham Siriarchawattana is the secretary to the Committee.

Audit Committee has performed the duty independently, within certain
authority and capacity limit through the cooperation with independent
committee, management, accounting audit, accounting department, and
internal audit department. The Audit committee understands the
significance of internal audit, risk management, proper business
supervision to ensure sufficient internal control, adequate and
acceptable level of risk management, proper supervision, as well as
proper and trustworthy financial report.

In 2007, the Audit committee held 5 meetings. Moreover, Audit committee
also held 2 internal meetings among committee members, independent
member, and higher management in the areas of accounting, finance,
internal audit, where management directors were not present, but were
well-informed and fully acknowledged the issues discussed in the
meeting. The issues of discussion are as follows:

1. Review of quarterly financial statement and annual financial report
for year 2007 : The Audit committee has reviewed financial statement on
a quarterly basis and annual financial report for the year 2007 of the
Company prior to submitting the document to ensure the financial report
is conducted in accordance with generally accepted accounting standard.
This only includes a proper, adequate, timely release of financial
information, through cooperative meeting among accounting audit,
management, accounting department, and internal audit department to
consider financial report on quarterly basis and annual financial report
to enquire complete, correct, and proper openness, as well as the
adjustment of item that might affect the financial report in an
important way.

2. Supervision of good corporate governance : Audit Committee monitors
to ensure that there is sufficient and transparent openness of Company’s
information; and the operation was in compliance with the regulations
stipulated by concerned authority. In addition, the Committee reviewed
the policy on corporate good governance, environmental and social
responsibilities, and the Company’s promotion of good governance
practices, well managed, transparent, and retraceable, to build trust
and confident for all investors, supervisory authority, Stakeholders and
finally result in the connection of thoughts that drive towards mutual
benefit.

3. Review of risk management practices : In overseeing the risk
management practices, the Committee continued to ensure that the
Company’s risk was at the acceptable level. The Committee reviewed the
Company’s risk management plan for year 2007 and acknowledged the report
of the risk management practices, periodically.

4. Review of internal control assessment : The Committee performed the
review of the Company’s internal audit control to ensure a proper
internal control and effective and sufficient usage of resources, assets
protection, damage reduction, misconduct, the reliability of financial
information. The auditor presented opinion that was in agreement with
the fact that no essential issues or shortcomings were found to affect
the financial statement.

5. Supervision of internal audit : The Committee has reviewed the
operation, audit plan for year 2007, as well as the adequate manpower
for the task at hand. The Committee acknowledged and recommended
guideline to solve the weak spot in internal control system to allow
better and more effective internal audit. The Committee also jointly
reviewed the plan for annual audit year 2008 which determined the risk
that may occur and could directly affect financial statement and the
Company’s operation. The audit activities include the auditing of
accounting and financial on computer and information system, and also
other areas that may affect the Company’s operation.

6. Review of financial accounting policy : The Audit committee has
undertaken the review of financial and accounting review jointly with
independent committee, management, accounting and financial department,
internal audit department to review accounting policy and practices,
estimation, and determination of business key index to allow a
measurable operating outcomes in a clearer manner.

7.  Select and submit for appointment of auditor : The Audit Committee
    considered the selection of auditor. The Committee also considered
    state of independence of auditor and determined the appropriate
    compensation to be presented to the Board of Directors for the
    request of final approval from Shareholders’ meeting to appoint the
    auditor.

The Audit committee agreed that the preparation and exposure of
company's financial information are correct, complete and reliable. The
Company has also performed in accordance with regulations stipulated by
authority. Moreover, the Company internal audit system has no items that
may be affected significantly and all mentioned matters have already
been reported to the Company's board.

The Audit Committee has considered the selection and proposed accounting
audit to the board of directors to gain the approval at the Company's
shareholders meeting to appoint AMC Ltd. as accounting audit for the
Company for year 2008.

(Mr.Saroch Lamlertprasertkul)

Chairman of the Audit Committee

March 17, 2008

Attachment 3 Recruitment and Remuneration Committees Report

Recruitment and Remuneration Committees Report

The board of directors of SE-EDUCATION Public Company Limited has
appointed recruitment and remuneration committee members which consists
of 3 individuals, where Mr. Somboon Chinsawananon, an independent board
member, perform the duty as the recruitment and remuneration committee
chairperson, Mr. Vorasit Pokachaiyapat, as an independent board member,
and Mr. Sumeth Damrongchaitham, as non-senior management board member.
In 2007, the recruitment and remuneration committee members held 2
meetings.

The recruitment and remuneration members has within its authority and
capacity limits, duty, and responsibility, as delegated by the board of
directors which constitutes the task of method determination,
recruitment of directors, managing director, and also arrange a
succession plan, as well as decision on remuneration policy for
management and staffs.

For the recruitment of director and management, the recruitment and
remuneration committee has proceeded to search and recruit suitable
candidate in accordance with the criteria set by the committee and does
not violate the regulations stipulated by supervisory authority. In
2007, the recruitment and remuneration committee has considered.
Moreover, the committee also provides chances for small shareholders to
submit names of suitable person in advance through the company contact
channel, allowing the committee to consider more broadly.

In considerations of remuneration for committee, the management, and
staffs whose details have been clearly declared in the annual report in
the section recruitment and remuneration. The committee has sought to
commensurate the remuneration with the responsibility, environment,
economic circumstance, as well as benchmarking with other businesses in
similar industry.

  (Mr. Somboon Chinsawananon)

  Chairman of recruitment and remuneration committee

  March 9, 2008