8. Capital structure

1.  Shareholders’ Equity

Unit : Baht

+----------------------------------+-------+---+----------+---+-----------+
|                                  | 2006  |   | 2005     |   | 2004      |
+----------------------------------+-------+---+----------+---+-----------+
| Registered share capital :       | 348,  |   | 348,12   |   | 348,1     |
|                                  | 128,6 |   | 8,690.00 |   | 28,690.00 |
|                                  | 90.00 |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| Par value                        | 1.00  |   | 1.00     |   | 1.00      |
+----------------------------------+-------+---+----------+---+-----------+
| Paid-up share capital :          |       |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| paid-up share capital at the     | 322,  |   | 314,15   |   | 255,0     |
| beginning of the period          | 135,9 |   | 2,170.00 |   | 71,000.00 |
|                                  | 10.00 |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| shares purchase by exercising    | 8,    |   | 2,77     |   | 2,8       |
| warrants of director             | 229,4 |   | 2,240.00 |   | 36,410.00 |
|                                  | 50.00 |   |          |   |           |
| and employees                    |       |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| shares purchase by exercising    | 2,    |   | 5,21     |   | 56,2      |
| warrants of                      | 529,6 |   | 1,500.00 |   | 44,760.00 |
|                                  | 10.00 |   |          |   |           |
| shareholders                     |       |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| paid-up share capital at the end | 332,  |   | 322,13   |   | 314,1     |
| of the period                    | 894,9 |   | 5,910.00 |   | 52,170.00 |
|                                  | 70.00 |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| Premiums on share capital ::     |       |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| premiums on share capital at the | 147,  |   | 144,38   |   | 107,8     |
| beginning of the                 | 776,3 |   | 8,836.25 |   | 29,742.25 |
|                                  | 11.25 |   |          |   |           |
| period                           |       |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| shares purchase by exercising    | 1,    |   | 3,38     |   | 36,5      |
| warrants of                      | 644,2 |   | 7,475.00 |   | 59,094.00 |
|                                  | 46.50 |   |          |   |           |
| shareholders                     |       |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| premiums on share capital at the | 149,  |   | 147,77   |   | 144,3     |
| end of the period                | 420,5 |   | 6,311.25 |   | 88,836.25 |
|                                  | 57.75 |   |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| Warrant                          |       | w |          | w |           |
|                                  |       | a |          | a |           |
|                                  |       | r |          | r |           |
|                                  |       | r |          | r |           |
|                                  |       | a |          | a |           |
|                                  |       | n |          | n |           |
|                                  |       | t |          | t |           |
|                                  |       | s |          | s |           |
|                                  |       | o |          | o |           |
|                                  |       | f |          | f |           |
|                                  |       | d |          | s |           |
|                                  |       | i |          | h |           |
|                                  |       | r |          | a |           |
|                                  |       | e |          | r |           |
|                                  |       | c |          | e |           |
|                                  |       | t |          | h |           |
|                                  |       | o |          | o |           |
|                                  |       | r |          | l |           |
|                                  |       | a |          | d |           |
|                                  |       | n |          | e |           |
|                                  |       | d |          | r |           |
|                                  |       | e |          | s |           |
|                                  |       | m |          |   |           |
|                                  |       | p |          |   |           |
|                                  |       | l |          |   |           |
|                                  |       | o |          |   |           |
|                                  |       | y |          |   |           |
|                                  |       | e |          |   |           |
|                                  |       | e |          |   |           |
|                                  |       | s |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+
| Issued warrant (Units)           |       | 3 |          | 1 |           |
|                                  |       | 1 |          | 0 |           |
|                                  |       | , |          | 5 |           |
|                                  |       | 6 |          | , |           |
|                                  |       | 4 |          | 4 |           |
|                                  |       | 8 |          | 9 |           |
|                                  |       | , |          | 3 |           |
|                                  |       | 0 |          | , |           |
|                                  |       | 0 |          | 4 |           |
|                                  |       | 0 |          | 3 |           |
|                                  |       |   |          | 0 |           |
+----------------------------------+-------+---+----------+---+-----------+
| Numbering of warrant was         |       | ( |          | ( |           |
| exercised for year 2003 (unit)   |       | 2 |          | 4 |           |
|                                  |       | , |          | 1 |           |
|                                  |       | 8 |          | , |           |
|                                  |       | 7 |          | 2 |           |
|                                  |       | 3 |          | 1 |           |
|                                  |       | , |          | 0 |           |
|                                  |       | 1 |          | , |           |
|                                  |       | 9 |          | 6 |           |
|                                  |       | 0 |          | 8 |           |
|                                  |       | ) |          | 0 |           |
|                                  |       |   |          | ) |           |
+----------------------------------+-------+---+----------+---+-----------+
| Numbering of warrant was         |       | ( |          | ( |           |
| exercised for year 2004 (unit)   |       | 2 |          | 5 |           |
|                                  |       | , |          | 6 |           |
|                                  |       | 8 |          | , |           |
|                                  |       | 3 |          | 2 |           |
|                                  |       | 6 |          | 4 |           |
|                                  |       | , |          | 4 |           |
|                                  |       | 4 |          | , |           |
|                                  |       | 1 |          | 7 |           |
|                                  |       | 0 |          | 6 |           |
|                                  |       | ) |          | 0 |           |
|                                  |       |   |          | ) |           |
+----------------------------------+-------+---+----------+---+-----------+
| Numbering of warrant was         |       | ( |          | ( |           |
| exercised for year 2005 (unit)   |       | 2 |          | 5 |           |
|                                  |       | , |          | , |           |
|                                  |       | 7 |          | 2 |           |
|                                  |       | 7 |          | 1 |           |
|                                  |       | 2 |          | 1 |           |
|                                  |       | , |          | , |           |
|                                  |       | 2 |          | 5 |           |
|                                  |       | 4 |          | 0 |           |
|                                  |       | 0 |          | 0 |           |
|                                  |       | ) |          | ) |           |
+----------------------------------+-------+---+----------+---+-----------+
| Numbering of warrant was         |       | ( |          | ( |           |
| exercised for year 2006 (unit)   |       | 8 |          | 2 |           |
|                                  |       | , |          | , |           |
|                                  |       | 2 |          | 5 |           |
|                                  |       | 2 |          | 2 |           |
|                                  |       | 9 |          | 9 |           |
|                                  |       | , |          | , |           |
|                                  |       | 4 |          | 6 |           |
|                                  |       | 5 |          | 1 |           |
|                                  |       | 0 |          | 0 |           |
|                                  |       | ) |          | ) |           |
+----------------------------------+-------+---+----------+---+-----------+
| Outstanding warrant as of        |       | 1 |          | 2 |           |
| December 31, 2006 (unit)         |       | 4 |          | 9 |           |
|                                  |       | , |          | 6 |           |
|                                  |       | 9 |          | , |           |
|                                  |       | 3 |          | 8 |           |
|                                  |       | 6 |          | 8 |           |
|                                  |       | , |          | 0 |           |
|                                  |       | 7 |          |   |           |
|                                  |       | 1 |          |   |           |
|                                  |       | 0 |          |   |           |
+----------------------------------+-------+---+----------+---+-----------+

In accordance with the minutes of shareholders’ general meeting
No.1/2003 held on April 23, 2003, the shareholders have approved a
change in the par value of share (stock splitting) from BHT 10 to 1 per
share. On May 22, 2003, the Company registered the approved change of
its share capital with the Ministry of Commerce.

On April 30, 2001, the general meeting of shareholders 1/2001, the
Company approved the split of the Company’s shares. As a result, the
warrants for existing shareholders and for directors, employees and the
security sub-agent were split into 105,493,430 units and 31,648,000
units respectively, and the exercised price of the warrants for existing
shareholders to be changed from BHT 16.50 per share to BHT 1.65 per
share, and the warrants for directors, employees and the security
sub-agent to be changed BHT 10 per share to BHT 1 per share. The
exercise ratio of the warrants is 1 warrant per 1 ordinary share.

In 2006 the Company has allowed the directors and employees to exercise
their rights to purchase ordinary shares 4 times on January 16, April
17, July 17 and October 16, 2006, in total of 8,229,450 units. The right
to purchase the shares can be exercised is available every 3 months to 6
years and the last date to exercise the right will be on January 14,
2008. The remaining unexercised warrants are 14,936,710 units.

At the year’s end 2006, it is the last year that the Company allowed
existing shareholders to exercise their rights to purchase ordinary
shares four times, on March 15, June15, September 15 and December 15, in
total of 2,529,610 units and the last date to exercise the right is
December 15, 2006. The remaining unexercised warrants are 296,880 units.
(The mentioned certificate of rights has been expired on 15 December,
2006)

The Board of directors' meeting No.1/2004 held on February 24, 2004 has
resolved to repurchase shares by the financial management reason, as the
Company had excess liquidity. In the third quarter of 2004, the company
has finished repurchasing shares. The total shares repurchased under the
said project amounted to 19.78 million shares with the total value of
THB 122.64 million at the average buying price of THB 6.20 per share.
The company has set a policy to sell the repurchased shares within the
minimum of 3 years from the date when the repurchased share process
ended.

 Number of shares and shareholders voting rights affected by NVDR issuance An NVDR or Non-Voting Depository Receipt is a trading instrument issued by the Thai NVDR Company Limited, a subsidiary - wholly owned by the stock Exchange of Thailand (SET). NVDRs is automatically regarded as listed securities in the SET. The objective of issuing NVDRs is not only to stimulate trading activities in the Thai stock market, but also to help eliminate foreign investment barriers, such as the foreign investment limits and the impediments faced by institutional investors who previously could not trade in the existing Thai Trust Fund. Investors will receive all financial benefits; e.g., dividends, right issues or warrants, just as if they had invested in the Company’s common shares. The only difference between investing in an NVDR and the Company’s shares is the voting right. Additionally, although the NVDR is designed mainly to ease foreign investment barriers, the SET does not prohibit Thai investors from investing this instrument.

As reported on the SET website as of November 27, 2006, the Company’s
common shares of NVDRs issued and outstanding is amounted to 13,238,650
shares or 3.99% of total registered paid-up shares with the number of
share 331,645,420 shares. The NVDR holders will not be permitted to
participate and vote in shareholders’ meeting, except in the case of
exercising their rights to vote for withdrawal of shares of any listed
company from the SET.

The information of share ownership distribution (or free float): As of
27^(th) November, 2006, the free float share for the Company is 43.48%,
according to the calculation of Security Exchange Commission.

The definition of share ownership distribution (free float): It means
the proportion of shares that are not held by strategic shareholder and
are not the shares that are repurchased as compared to the issued and
paid-up shares of the Company. However, according to the definition
defined by Security Exchange Commission, the strategic shareholders mean
the investors who own shares for the purchase of management
participation, or for the benefit of business strategy.

8.2 Shareholder Information

(a) Major Shareholders List of the first 10 major Shareholders according
to article 258, Stock and Stock Exchange Act B.A. 2535, as of November
27, 2006. (latest share register closed date)

+------+---------------------------------------+----------+-----------+
| No.  | Shareholders                          | Number   | P         |
|      |                                       | of       | ercentage |
|      |                                       | Shares   | of        |
|      |                                       |          |           |
|      |                                       |          | Paid-up   |
|      |                                       |          | Capital   |
+------+---------------------------------------+----------+-----------+
| 1    | GMM Grammy Public Company Limited     | 42       | 12.79     |
|      |                                       | ,422,200 |           |
+------+---------------------------------------+----------+-----------+
| 2    | HSBC (SINGAPORE) NOMINEES PTE LTD.    | 36       | 10.85     |
|      |                                       | ,000,000 |           |
+------+---------------------------------------+----------+-----------+
| 3    | Mr. Rit Thirakomen                    | 21       | 6.42      |
|      |                                       | ,289,890 |           |
+------+---------------------------------------+----------+-----------+
| 4    | SE-EDUCATION Public Company Limited   | 19       | 5.97      |
|      |                                       | ,783,600 |           |
+------+---------------------------------------+----------+-----------+
| 5    | Thai NVDR Company Limited             | 13       | 3.99      |
|      |                                       | ,238,650 |           |
+------+---------------------------------------+----------+-----------+
| 6    | Mr. Thanong Chotisorayuth             | 12       | 3.81      |
|      |                                       | ,629,070 |           |
+------+---------------------------------------+----------+-----------+
| 7    | RAFFLES NOMINEES PTE LTD.             | 10       | 3.15      |
|      |                                       | ,443,100 |           |
+------+---------------------------------------+----------+-----------+
| 8    | Bangkok Assurance Public Company      | 9        | 2.97      |
|      | Limited                               | ,856,300 |           |
+------+---------------------------------------+----------+-----------+
| 9    | Mr. Pongsak Sivapatrakumpol           | 9        | 2.96      |
|      |                                       | ,807,330 |           |
+------+---------------------------------------+----------+-----------+
| 10   | Mr. Wattana Chiangkoon                | 5        | 1.56      |
|      |                                       | ,186,600 |           |
+------+---------------------------------------+----------+-----------+
| T    |                                       | 180      | 54.47     |
| otal |                                       | ,656,740 |           |
+------+---------------------------------------+----------+-----------+

  Remark The issued and paid–up capital, as of November 27, 2006, is
  equal to 331,645,420 Baht.

  Investors can view the current Shareholder’s information from the
  Company’s website before the date of the annual Shareholder’s meeting.

As of the share register book closed date, There were 1,915 Thai
national Shareholders total 271,544,320 shares (81.88%) which consists
of 23 juristic persons and 1,892 persons, the foreigners Shareholder
amounted of 22 persons total 60,101,100 shares (18.12%) which consists
of 11 juristic persons and 11 general persons.

(b) Names of main Shareholders who practically have material influence
in prescribing the management policy or the Company operation is GMM
Grammy Public Company Limited

(c) The actual share holder of HSBC (Singapore) Nominees PTE LTD. is Mr.
Edward Phillip Burke, a British citizen.

8.3 Dividend Payment Policy

The Company declared a policy since financial year 1991 to pay dividend
no less than 50% of the net profit after the deduction of corporate
income tax. The payment will be made in the annual general meeting of
the year immediately following the operating year.

The dividend payment for lasted 3 years are as follow:

+----------------------+----------+-----------+----------+------------+
| Dividend payment     | Dividend | Dividend  | Net      | Dividend   |
| from                 | payment  |           | profit   | payout     |
|                      | date     | Per share |          | ratio      |
| operations results   |          | (Baht)    | (        |            |
|                      |          |           | Thousand |            |
|                      |          |           | Baht)    |            |
+----------------------+----------+-----------+----------+------------+
| Year 2006:           |          |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 1            | 9        | 0.10      | 33,363   | 93.32      |
|                      | /06/2006 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 2            | 11       | 0.10      | 49,668   | 62.75      |
|                      | /09/2006 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 3            | 08       | 0.10      | 58,728   | 53.10      |
|                      | /12/2006 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 4            | 23       | 0.30*     | 67,432   | 152.39     |
|                      | /05/2007 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Total for 2006       |          | 0.60*     | 209,191  | 93.81      |
+----------------------+----------+-----------+----------+------------+
| Year 2005:           |          |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 1            | 10       | 0.10      | 34,175   | 87.83      |
|                      | /06/2005 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 2            | 09       | 0.10      | 47,761   | 63.11      |
|                      | /09/2005 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 3            | 09       | 0.10      | 40,237   | 74.95      |
|                      | /12/2005 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 4            | 25       | 0.29      | 65,741   | 145.92     |
|                      | /05/2006 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Total for 2005       |          | 0.59      | 187,914  | 99.11      |
+----------------------+----------+-----------+----------+------------+
| Year 2004:           |          |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 1            | 14       | 0.10      | 29,361   | 94.47      |
|                      | /06/2004 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 2            | 08       | 0.10      | 31,284   | 93.70      |
|                      | /09/2004 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 3            | 9        | 0.06      | 19,669   | 89.60      |
|                      | /12/2004 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Quarter 4            | 25       | 0.028     | 36,648   | 22.94      |
|                      | /05/2005 |           |          |            |
+----------------------+----------+-----------+----------+------------+
| Total for 2004       |          | 0.288     | 116,962  | 71.02      |
+----------------------+----------+-----------+----------+------------+

  Remark * The dividend rate was proposed by the Board of Directors
  which is presently gearing towards approval by the shareholders’
  general meeting on April 25, 2007 and is computed from the number of
  shares as of January 26, 2007.