Organization Chart

as at 31 December, 2006

2.9 Management

(1) Management Structure

  The company had established various boards, i.e. the Board of
  Directors, Board of Executive Directors and Audit Committee to assist
  in its policy setting, controlling and managing toward the company’s
  goals and direction. Moreover, various committees had also been
  established to assist the Board of Executive Directors in providing
  useful data necessary for the Board’s policy revision, details of
  which are as follows:

  A. Board of Directors

  In the year 2006, the Board of Directors consisted of 9 members and
  some directors have held the position of Independent Director, Audit
  Committee Member or Executive Director as follows: (Please also see
  remarks) :

  1. Mr.Mitsuji Konoshita Chairman of the Board

  2. Mr.Wichien Wattanakun Independent Director / Chairman of Audit
  Committee

  3. Mr. Chokechai Tanpoonsinthana Independent Director / Audit
  Committee member

  4. .Mr. Vikit Kachonnarongvanich * Independent Director / Audit
  Committee member

  5. Mr.Vorapol Socatiyanurak Independent Director

  6. Mr.Tatsuya Konoshita Director / Chairman of the Executive Board

  7. Mr. Jeremy Liau Director / Executive Director

  8. Miss Tippranee Chatmanop Director / Executive Director

9. Miss Sudthida Chirapatsakul Director / Executive Director

The company’s secretary to the Board is Ms. Siriphen Pongchairerks.

Remarks : * newly appointed on 31 Aug.06 as a Director in replacement of
Mr. Chongrak Sripunporn who resigned on 15 Aug. 06.

Additional Remarks: * As there was a change in major shareholder of the
Company from Wongkusolkit group to APF Holdings Co., Ltd. on 1 March
2006, there were some Directors resigned and replacement of Directors,
details as follows:

1.  Mr. Vitoon Wongkusolkit was resigned and replaced by Mr. Mitsuji
    Konoshita to be Chairman of the Board and representative of the new
    major shareholder group.

2.  

3.  Mr.Kulvat Janvatanavit resigned and was replaced by Mr. Jeremy Liau
    to be Director (with power of management), Managing Director and
    Executive Director. On 1 March 2006, Mr. Kulvat was appointed to be
    Advisor to the Board of Directors with 1 year contract (renewable).
    On 15 January 2007, he terminated the agreement due to his own
    obligation.

4.  Mrs.Wilaiwan Tantitham resigned and was replaced by Mr.Tatsuya
    Konoshita to be Director (with power of management) and Chairman of
    the Executive Board

5.  Mr. Verajet Vongkusolki resigned and was replaced by Mr. Osamu
    Shigematsu whom withdrew his

  directorship proposal with the Company as he got many businesses in
  Japan.

  Definition of Independent Director

Independent Director means Director who has no power of management, not
participating in regular administration, not being an employee or a
person with power of management in parent company or affiliate or having
relationship with the Company’s auditor or lawyer or being a cousin of
the executives or major shareholders of the Company including holding
shares of the Company lower than 0.05% of total shares with voting
right. For the procedure for nomination of independent director, it will
be the same procedure for nomination of the other directors (please see
(2) Nomination of directors and executives).

The Authorized Directors

As at 31 December, 2006, the authorized Directors who sign on behalf of
the Company consisted of

“Mr. Tatsuya Konoshita and Mr. Jeremy Liau jointly sign with the Company
seal or either Mr. Tatsuya Konoshita or Mr. Jeremy Liau jointly sign
with Ms. Sudthida Chirapatsakul or Ms. Tippranee Chatmanop with the
Company seal.”

The Directors’ Authorities and Responsibilities

The Company has assigned additional authorities and responsibilities of
the Directors other than those generally written in the Public Company
Act B.E.2535 and was included in the Company’s Articles of Association
No.24 which details are given below:

1. To carry out the duties in compliance with the laws, the Company’s
objectives and the Company’s Articles of Association as well as the
shareholders’ resolutions which are lawful.

2. To determine the Company’s objectives, directions, policies, plans
and budget. To supervise the management of the Company’s Executive Board
to be in accordance with the assigned policy except for the following
activities which require the resolutions from the shareholders: Capital
increase or decrease, issuing of debenture, the purchasing or selling or
transferring of Company’s business or the transferee of other business
or the merging with other business, the amendment of the Memorandum &
Articles of Association and the remuneration of the Directors.

3. The Board of Directors may appoint some of the directors to become
members of the Board of Executive Directors by granting the authority to
supervise the Company’s business as assigned and out of these members
one member will be appointed to be a Chairman of the Executive Board.

4. To approve or ratify for approval of securities trading line for the
customers, the investment limit and credit line for the customers who
wish to trade debt securities which exceeds the approval authority of
the Executive Board.

5. To approve the appointment, transfer and dismissal of the employee in
management level and Chief Executive Officer (or other position name
which equals to the highest executive of the Company) and also Chairman
of the Executive Board.

B.  The Board of Executive Directors

  As of 31 December 2006, the Company’s Board of Executive Directors
  consisted of a total of 7 members, i.e. 4 Executive Directors who were
  appointed by the Board of Directors and the other 2 Executive
  Directors were appointed by a quarterly basis which were chosen from 3
  Head of Marketing Teams by comparison with the highest profit for each
  quarter made by each team and 1 member was by rotation basis and 1
  representative from Back Office side – Finance and Accounting
  Department and Operations Department was chosen by rotation basis
  alternatively as follow :

+----------------------+----------------------+-----------------------+
| List of Executive    |                      |                       |
| Board                |                      |                       |
+----------------------+----------------------+-----------------------+
| Appointed by the     | Appointed from       | Appointed from Back   |
| Board of Directors   | Marketing            | Office                |
|                      | Representatives      | Representatives       |
+----------------------+----------------------+-----------------------+
| 1.  Mr. Tatsuya      | 1.  Mr.Yothin        | 1.  Mrs.Paleerat      |
|     Konoshita        |     Viriyenawat      |     Numnonda          |
|                      |                      |                       |
| Chairman of the      |   Senior Executive   |   Vice President –    |
| Executive Board      |   Vice President –   |   Operations          |
|                      |   Marketing 1        |                       |
+----------------------+----------------------+-----------------------+
| 2.  Mr.Jeremy Liau   | 2.  Mrs.Suwanna      | 2.  Ms. Supattra      |
|                      |     Sangkamekha      |     Pornpratan        |
| Managing Director    |                      |                       |
| (highest management) |   Senior Executive   |   Vice President –    |
|                      |   Vice President –   |   Accounting &        |
|                      |   Marketing 2        |   Finance             |
+----------------------+----------------------+-----------------------+
| 3.  Ms.Sudthida      | 3.  Mr. Porntep      |                       |
|     Chirapatsakul    |     Tavornvisuthikul |                       |
|                      |                      |                       |
| Managing Director –  |   Senior Executive   |                       |
| Brokerage            |   Vice President     |                       |
|                      |                      |                       |
|                      |   - Marketing 3      |                       |
+----------------------+----------------------+-----------------------+
| 4.  Ms.Tippranee     |                      |                       |
|     Chatmanop        |                      |                       |
|                      |                      |                       |
| Senior Executive     |                      |                       |
| Vice President –     |                      |                       |
| Business Support     |                      |                       |
+----------------------+----------------------+-----------------------+

The Board of Executive Directors’ Authority and Responsibilities 

1. To screen and submit to the Board of Directors for approval on the Company’s yearly budget allocations as proposed by the management. This includes the authority to approve the changing or increasing in the yearly budget expenditure but the changing will finally be submitted to the Board of Directors for acknowledgement in the next meeting.

2.  To approve the expenses which is above the approval limit granted to
    the Chairman of the Executive Board and Managing Director and to be
    able to determine the Chairman of the Executive Board and Managing
    Director’s expenditure’s limit.

3.  To approve the significant investment fund which are already
    inclusive in the approved yearly budget or those generally agreed
    upon by the Board of Directors.

4. To approve the customers’ account opening for securities trading and
other related activities in concern and able to authorize other person
to do so under its scope of authority.

5. To approve the credit line for the company’s trading party on debt
instrument trading not exceeding 150 million Baht.

6.  To approve on the investment policy concerning business expansion as
    well as the merger plan with other company and which to be proposed
    to the Board of Directors Meeting for considerations on the next
    meeting.

7. To approve the appointment of the authorized signers of the Company’s
cheques or other financial documents as well as the signing of other
documents on shares, debenture, contracts, accounting / financial
documents and other general documents

8. To act as a consultant to the management concerning the Financial,
Marketing, Personnel Policies and any other activities.

9. To approve the promotion, transfer or lay off of the employees under
management level up to Vice President level.

Nevertheless, the above authorization should be exercised within the
Board of Directors’ approval and the Board of Executive Directors should
not involve in the approval of those matters which have personal
conflict of interest either to the company or its subsidiary and each
member has to disclose such items, if any, to the Board of Directors for
consideration.

Any matters other than those mentioned above should not be done by the
Board of Executive Directors except under prior consent or the
authorization from the Board of Directors’ decision on a case-by-case
basis.

In order to assist the Executive Board, the Board of Directors had
resolved to set up various sub-committees and for the year 2006, the
sub-committees were as follows:

1.  Risk Management Committee : has the following responsibilities :

    1.  Review and determine risk management policies governing various
        kinds of the Company’s businesses operations.

    -   
    -   
    -   

    2.  Report on various possible threatening risks to be considered by
        the Executive Board.

  Risk Management Committee consists of :

  Mr. Jeremy Liau Chairman of the Committee

  Mr. Tatsuya Konoshita Committee

  Ms.Sudthida Chirapatsakul Committee

  Ms.Tippranee Chatmanop Committee

  Mr. Namchai Techarattanaviroj Committee

  Ms. Supattra Pornpratan Committee

  Mrs.Paleerat Numnonda Committee

  Mr.Somsak Boonsupaporn Committee and Secretary

2.  Human Resources Committee: has the following responsibilities:

1.  To determine directions, policies and systems regarding human
    resources management as follows:

  - Recruitment system

  - Job level & position management

  - Compensation, rewarding based on performance

  - Welfare & benefit management

2.  To determine directions, policies and systems regarding human
    resources management

3.  To determine directions, policies and systems regarding performance
    management that correspond to corporate goals and action plans

4.  To comment or suggest new guidelines of human resources development
    and management system to the Executive Board

  Human Resources Committee consists of

  Mr. Tatsuya Konoshita Chairman of the Committee

  Mr. Jeremy Liau Committee

  Ms. Sudthida Chirapatsakul Committee

  Ms. Tippranee Chatmanop Committee

  Mr. Kittisak Thinnakorn Committee and Secretary

3. Back Office Committee has the following responsibilities :

1.  To determine directions, policies and systems regarding back office
    management and administration

2.  To review and determine regulations and procedures for supporting
    departments by ensuring that they will be consistent with new rules
    and/or transactions

3.  To reassess regulations in order to accommodate customer services
    where they must also correspond with the Company’s policies and the
    authorities’ rules and regulations

4.  To coordinate with relevant agencies for information and data so
    that the Company can provide comprehensive and accurate services to
    customers

  Back Office Committee consists of :

  Ms. Tippranee Chatmanop Chairman of the committee

  Mr. Tatsuya Konoshita Committee

  Mr. Jeremy Liau Committee

  Ms. Sudthida Chirapatsakul Committee

  Ms. Supattra Pornpratan Committee

  Mrs.Suchada Ruekvibunsri Committee

  Mr. Chamnan Chaisricholsilp Committee

  Mrs.Paleerat Numnonda Committee & Secretary

  4. IT Working Group : has the following responsibilities :

  - To consider or initiate IT Projects supporting the Company’s
  operations in order to be able to compete with other securities
  companies in its various businesses.

  IT Working Group consists of :

  Mr. Tatsuya Konoshita Chairman of the Working Group

  Ms. Tippranee Chatmanop Advisor

  Mr. Rikiya Takatsuji Advisor

  Mrs.Suchada Ruekvibunsri Committee

  Mr.Theerasak Taweepiyamaporn Committee

  Two IT Department staffs Committee

C. Audit Committee consists of the following members :

  1. Mr.Wichien Wattanakun Chairman of the Audit Committee

  2. Mr.Vikit Kachonnarongvanich* Audit Committee member

  3. Mr. Chokechai Tanpoonsinthana Audit Committee member

 Mr. Chamnan Chaisricholsilp, Senior Vice President – Compliance & Internal Audit Department, is the Secretary to the Audit Committee.

Remark : * joined in during the year effective on 31 Aug. 06 to replace
Mr. Chongrak Sripunporn who resigned on 15 August, 2006.

The Authority and Responsibilities of the Audit committee

1.  To audit in order to ensure that the Financial Statements, quarterly
    as well as annually of the company are correct and adequately
    disclosed. The Audit Committee may suggest the Auditor to audit in
    particular areas which considered to be significant during the
    Auditor’s auditing period.

2.  To audit in order to ensure that the company possesses a suitable
    and efficient internal control system by co-auditing with the
    external and internal Auditors and make the evaluation at least
    twice a year.

3.  To audit in order to ensure that every activity of the company is
    legally in compliance with the rules and regulations set forth in
    the Securities and Exchange Act or other Acts in relation to the
    company’s business.

4.  To select the company’s external Auditor and propose for further
    appointment and to determine its remunerations in terms of its
    credibility, adequacy of personnel and the amount of work to be done
    as well as the past experience of the auditing team who will be put
    in charge of the company’s auditing.

5.  To ensure that the company has fully and accurately disclosed any
    connected transactions or any other transactions which may have some
    conflicts of interest.

6.  To carry out any other missions assigned by the Board of Directors
    of which is also agreed upon by the Audit Committee, for example, to
    revise the financial management and risk management policies, to
    evaluate and make sure that the management has followed the Code of
    Ethics and to co-examine with the company’s management the
    correctness of the significant reports which have to be legally
    disclosed to the public, such as the report and analysis from the
    management.

7.  To prepare the report pertaining the various activities of the Audit
    Committee in order to be included in the company’s Annual Report
    such report has to be initial by the chairman of the Audit Committee
    and should contain the following details:

-   Comments on the correctness and competence of the composing
    procedure and the disclosure of the financial data

-   Comments on the sufficiency of the internal control system of the
    company

-   Reasons to support the re-appointment of the company’s external
    Auditor for another term.

-   Comments on the company’s compliance to the Securities Exchange Act
    as well as the rules and regulations from the SET and other related
    securities laws.

-   Other necessary reports which the shareholders and the general
    public are supposed to know under the duties and responsibilities
    assigned by the Board of Directors.

8.  

9.  To perform any other duties assigned by the Board of Directors
    within the scope of duties and responsibilities of the Audit
    Committee.

  D. The Management as of 31 December, 2006 consists of the followings :

  ----- ----------------------- ------------------------------------------
  1.    Mr. Jeremy Liau *       Managing Director (highest executive)

  2.    Mr. Tatsuya Konoshita * Chairman of the Executive Board / SEVP
                                Business Development

  3.    Miss Sudthida           Managing Director - Brokerage
        Chirapatsakul           

  4.    Miss Tippranee          Senior Executive Vice President – Business
        Chatmanop               Support Division

  5.    Mr. Yothin Viriyeanawat Senior Executive Vice President –
                                Marketing 1

  6.    Mrs.Suwanna Sunkameka   Senior Executive Vice President –
                                Marketing 2

  7.    Mr.Porntep              Senior Executive Vice President –
        Tavornvisuthikul        Marketing 3

                                

                                

                                

                                

                                

  8.    Miss Supattra           Vice President-Accounting and Finance
        Pornpratan *            
  ----- ----------------------- ------------------------------------------

Remarks * Appointed during the year

(2) Nomination of directors and executives

The Company has not officially set up its Nomination Committee, however,
in practice, every director can help recruiting sound candidates by
nominating them to the Board of Directors for further consideration and
selection for the positions of directors, independent directors and
members of the Audit Committee where candidates will be proposed and
seek approval from the Board of Directors’ Meeting or the Shareholders’
Meeting, as the case may be. Moreover, in 2006, the Company’s minor
shareholders were able to nominate appropriate names for directors
through the Company’s website which build-up another sources for the
Company. In addition, personal data of directors could also be found by
searching in the SEC and IOD’s websites.

In case of a vacancy in the board of directors for reasons other than
the expiration of the director’s term of office, the board of directors
shall elect a person who has the qualifications and who possesses no
prohibited characteristics under Section 68 of the Public Limited
Companies Act B.E.2535 as the substitute director at the next meeting of
the board of directors, unless the remaining term of office of the said
director is less than two months. The substitute director shall hold
office only for the remaining term of office of the director whom he or
she replaces. The resolution of the board of directors under the said
election shall be by a vote of not less than three quarters of the
number of directors remaining. Otherwise, the election shall be brought
into the shareholders’ meeting and the vote should be no less than three
quarters of the present shareholders who have the right to vote and with
the majority shares by counting one share for one vote and by voting one
by one, individually.

As for the management position of the Company, it is, however, the duty
of executive directors to nominate the potential candidates who can be
either internal staff (through promotion) or outsiders, whose names will
be submitted to the Executive Board of Directors’ Meeting for selection
and for further approval by the Company’s Board of Directors. (please
see detail of the Company’s Directors and executives as at 2006 in
attachment 1).

(3) Management Remunerations

A.  Remunerations in monetary terms

-Board of Directors: For the year ended 31 December 2006, the monetary
remunerations of the Board of Directors consist of meeting allowances
for the Board of Directors and the Audit Committee which was paid every
month and which was the same rate paid in 2005, as follows :

Chairman of the Board was paid Baht 25,000 per month and other Directors
Baht 20,000 per month.

Chairman of Audit Committee was paid Baht 20,000 per month and Audit
Committee member was paid Baht 15,000 per month. As for the gratuity of
the year 2006, since the Company performed a net loss in the year 2005,
there was no gratuity payment. The table showing yearly monetary
remunerations of the Board of Directors and Audit Committee for 2006 is
as follows :

+------------------+-------------------+---------+---------+----------+
| Name             | Position          | Meeting |         | Total    |
|                  |                   | Al      |         |          |
|                  |                   | lowance |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   | Board   | Audit   | Remun    |
|                  |                   | of      | Co      | erations |
|                  |                   | Di      | mmittee |          |
|                  |                   | rectors |         | per year |
+------------------+-------------------+---------+---------+----------+
| 1. Mr.Mit        | Chai              | 250,000 | -       | 250,000  |
| suji Konoshita * | rman of the Board |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 2. Mr. Wi        | Independent Dire  | 240,000 | 240,000 | 480,000  |
| chien Wattanakun | ctor / Chairman o |         |         |          |
|                  | f Audit Committee |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 3. Mr.Chokechai  | Independent       | 240,000 | 180,000 | 420,000  |
|  Tanpoonsinthana | Director / Audit  |         |         |          |
|                  | Committee member  |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 4. Mr.Vikit      | Independent       | 80,000  | 60,000  | 140,000  |
| Ka               | Director / Audit  |         |         |          |
| chonnarongvanich | Committee member  |         |         |          |
| *                |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 5. Mr.Vorap      | Inde              | 240,000 | -       | 240,000  |
| ol Socatiyanurak | pendent Director  |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 6. Mr. Tat       | Director          | 180,000 | -       | 180,000  |
| suya Konoshita * |  / Chairman of th |         |         |          |
|                  | e Executive Board |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 7.               | Director / E      | 200,000 | -       | 200,000  |
| Mr.Jeremy Liau * | xecutive Director |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 8. Ms.Sudthid    | Director / E      | 240,000 | -       | 240,000  |
| a Chirapatsakul  | xecutive Director |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 9. Ms.Tipp       | Director / E      | 240,000 | -       | 240,000  |
| ranee Chatmanop  | xecutive Director |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|  Tot             |                   | 1,      | 480,000 | 2        |
| al Remunerations |                   | 910,000 |         | ,390,000 |
+------------------+-------------------+---------+---------+----------+

  Remark * joined in during the year and since the rate of meeting
  allowance paid to each directors is similar, the names of the director
  resigned during the year were omitted.

-Executives: Monetary remunerations of its executives in a form of
salaries and bonuses which varied according to the Company’s profit were
given to 7 executives; namely, the first four rankings of executives
following the Managing Director, excluding Accounting and Finance head,
for a total of Baht 30.27 million.

Remark : In February, 2006, there were 2 executives who were retired by
early retirement scheme. However, in March the vacant positions were
replaced.

B.  Other remunerations

1.  Contributions to the Provident Fund: The Company paid a total of
    Baht 0.65 million worth of contributions into the provident fund for
    its 7 executives in 2006.

2.  Insurance given to directors and senior executives: The Company
    bought Baht 50 million worth of insurance from Muang Thai Insurance
    Co., Ltd. to provide erroneous coverage for its directors and/or
    executives. The insurance premium for the year 2006 was Baht 210,000
    per annum ( coverage during 1 Oct. 06 – 30 Sept. 07).

3.  ESOP: Since 3 October, 2005 was US-W1 maturity date, all of the
    warrants were converted into common shares (US) and therefore, at
    present, there was no ESOP.

The Shareholding of the Company’s Directors and Executives

As of 31 December, 2006, there was only 1 director, namely Mr. Tatsuya
Konoshita who held a stake of 50,000 of the Company’s share.

+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+

(4) Corporate Governance

As one of the listed companies, the Company realizes that it is our
responsibility to be transparent and to give the utmost benefit to the
Company, Thai stock market as well as the overall economic system as a
whole. The Company endeavors to adhere to the 15 Principles of Good
Corporate Governance and some of the newly improved principles for best
practice for 2006 for even better practices which may be summarized as
follows:

1. Compliance Policy

The Board of Directors realizes the importance of the Company to have
good governance to maintain the Company’s consistent and constant growth
to bring about its efficiency and transparency which will build up trust
to all concerns. The Company has developed Compliance Policy which
focuses on the following areas:

1.  Protect the rights and benefits of the shareholders as well as the
    related concerns.

2.  Guide the management to set up operations strategies according to
    the Board’s vision and suitable for the current situation under
    proper risk and internal control system through regular monthly
    meetings.

3.  

4.  Directors, Management and staff are bound to follow the Company’s
    compliance policy and the code of ethics of the Company.

5.  Set up internal control system both in terms of financial and
    operational areas by the Management Internal Control Dept. which is
    an independent department under direct supervision of Executive
    Board.

6.  Ensure that the Company has disclosed all necessary information to
    the public correctly and in a timely manner.

2. Shareholders : Rights and Equitable Treatment

The Company realizes the importance of the shareholders’ reception of
information in terms of adequacy, timing and equitability in order to
make correct decision at each AGM and Extraordinary Meeting. Notices of
the meeting will be sent to the shareholders in compliance to the set
rules or at least about 10 days in advance. There will be a disclosure
of the notice of the shareholders’ meeting in advance in the Company’s
website before sending the hard copies. Apart from date, place and time
of the meeting, the meeting notice will always include the agenda which
will specify the details and opinions of the Board of Directors so that
the shareholders will have sufficient information for their decision
making for each agenda. In addition, the meeting notice will be attached
with other necessary documents such as the previous minutes of the
meeting to be certified, brief profile of the appointed directors and
the Annual Report which consists of the Company’s financial statement,
etc. Proxy Form B will also be attached so that the shareholders who
cannot attend the meeting themselves may grant their rights to others or
to the Company’s Independent Directors to come and vote for them at the
meeting according to their desired decision. Business returned envelop
will also be attached to facilitate the shareholders in sending the
proxy back to the Company without any cost. Moreover, in 2006, the
Company’s minor shareholders were given the chance to nominate
directors’ name and other agenda in advance so that the Board of
Directors will be able to consider and add them in the AGM FY 2007 as
appropriate through the Company’s website. The meeting notice is also
made in English language, too to facilitate those foreign shareholders
despite that there is only a few of them for their convenience and
equitable to those Thai shareholders.

3.  Rights of Stakeholders

The Company has a policy to encourage collaboration with stakeholders
for mutual benefits while ensuring that all groups of stakeholders are
fairly and properly treated. This starts from providing welfare to its
employees and executives, which, aside from basic welfare required by
the law, includes health benefits, life insurance and group health
insurance, insurance for directors and senior executives against
malpractice, annual health check-up, provident fund and annual retreat.
In 2006, even there was no annual retreat for the employees, everybody
was compensated an equal payment in cash. Moreover, Directors and
executives have to disclose their and their related person’s conflict of
interest transactions to the Company. In addition, the shareholding
report of each directors and executives was also set as regular agenda
in the monthly Board of Directors’ Meeting.

For external stakeholders such as shareholders, customers, suppliers,
competitors, lenders and other agencies, we pay a great attention to
legal compliance as well as business ethics of its executives and
employees. The Company is also member of the arbitration project
initiated by the Securities and Exchange Commission as well as the
securities investor protection fund.

In addition, as a member of the society, the Company has a policy to
support or engage in charitable activity at least once a year. In 2006,
together with its staff, the Company made an equal donations to support
the flood victims from the north of Thailand through the Listed
Companies Association.

4.  Shareholders’ Meeting

In 2006, there was 1 shareholders’ meeting which was the Annual General
Meeting. On the meeting, the Company ensured that its procedures to call
a shareholders’ meeting were legally carried out, starting from calling
for the meeting, sending meeting materials and keeping minutes of the
meeting. In the invitation letter to attend the meeting, meeting agendas
were stipulated in details together with directors’ opinion in each
agenda plus enough supporting documents and proxy form B and business
return envelop so that the shareholders could be able to make their
votes even if they were not present in the meeting. Moreover, the bar
code system was initiated in the attendance registration and votes
counting processes and the Meeting was conducted bilingually, i.e. Thai
and English for better communications between the new directors of the
Company who were foreigners and the shareholders.

As for the last AGM, all directors had attended the meeting which
included Chairman, all independent directors, members of the Audit
Committee and all executive directors. Accounting and finance Head and
Chairman of all Committees and the Company’s external auditors also
attended the meeting to clarify and answer shareholders’ inquiries. At
the end of the last agenda, Chairman of the Meeting allowed shareholders
to fully express opinions and ask questions. Significant comments were
recorded in the minutes of the meeting.

5.  Leadership and Vision

Board of Directors has the responsibilities in setting up or approve of
vision, mission, strategies, objectives, business plans and budget of
the Company proposed by the management and direct them towards the set
goals effectively and efficiently in order to financially add more value
to the business and to maximize benefits to the Shareholders as a whole.
Moreover, the Board of Directors always ensures that the Company has
effective management internal control and risk control system and
includes the regular follow ups in the Board meetings. And the Board of
Directors also determines and differentiates the roles, duties and
responsibilities among the different boards, committees and management
and ensures that each part understands them correctly.

Although there was a change in the Company’s top management in early
2006, the new comer management still encourages the existing mission
that is to create value for our clients, for our firm, for our people
and for our shareholders. Realizing the importance of educating its
directors, the Company has a policy which encourages every director to
continually attend the directors’ courses organized by the Thai
Institute of Directors Association (IOD). For the time being, all
directors of the Company had already attended at least one director’s
training course except for the new foreign managements who are waiting
for the IOD to arrange the courses in English.

6.  Conflict of Interest

The Conflict of Interest Transactions : The Board of Directors will be
informed of the conflict of interest transactions as well as the
connected transactions and always consider them with prudence and comply
to the SET rules so that prices and conditions were similarly charged to
the Company as to the normal customers. (details of which are disclosed
in the Company’s Annual Report and Form 56-1).

Supervision of Inside Information Usage : It was clearly stated in the
Compliance Manual and as the rules of the Company concerning the policy
to protect the abuse of inside information for personal benefits.

The policy and regulations are as follows:

1.  The Company’s policy to protect the use of inside information
    concerning with the financial data before it is disclosed to the
    public is summarized as follows:

1.  The Company’s securities shall be put in the watched list from every
    15^(th) date of the month next to the last month of each quarter
    until the date the financial statement of the Company has been
    disclosed to the public, i.e., from 15^(th) of January or April or
    July or October of each quarter until the financial data has been
    disclosed to the public.

2.  The Company’s directors, management and employees in the departments
    which have any concern or have the possibility to know the Company’s
    financial data before it is disclosed to the public are prohibited
    to do any trading of the Company’s securities during the timing
    stated in (1) above.

2.  The Company requires that the employees open the securities trading
    account with the company only and has limited the period of making
    buying or selling orders to be during pre-open period only and such
    orders required a prior check and approval by the Compliance Unit to
    make sure that they are not in the restricted list before the orders
    can be executed. In addition, the employees have to disclose the
    trading of securities transactions of their spouses and/or minor
    children to the Compliance Unit on weekly basis in order to be
    transparent and fair.

3.  It is the Company’s rules which applied to all employees, who may
    have more chance to know the inside information than the general
    public, not to make use of the information for personal benefits.
    The Company will ensure that all employees realize and strictly
    follow this rule, the rule of standard practice.

4.  The Chinese Wall rule also applied in the Company’s operations so
    that the employees are aware of the importance of keeping both the
    customers’ as well as the company’s secrets which is considered to
    be a method of preventing the abuse of inside information

5.  The rules concerning Watched list, Restricted List or Research list
    which are the lists of those securities that the Company has the
    business involved in and should be restricted in various activities,
    e.g., the Company’s portfolio investment, employees’ trading, the
    issuing of reports or research paper. And such lists are used as the
    information by the Compliance Unit in controlling of the abuse of
    inside information and the conflict of interest.

Each and every rule stated above should be complied by all employees and
they are considered to be an important policy which the Board of
Directors assigned the Compliance Unit to control and to report directly

to the Audit Committee. Any Management or employees found guilty of
violating the above rules will be subject to the Company’s disciplinary
action.

Besides, different departments, personnel as well as the working areas
of the origin of the information were clearly separated from those
having the possibility to know the information or to make use of the
inside information. The supervision line, management and reporting
structure were also designed to be directly to the responsible person
only. And the approaching of inside information is restricted to be on a
need to know basis.

3.  Business Ethics

In order to maintain an ethical business, the Company had issued a
written code of ethics so as to ensure that the Board of directors,
management and staff has done their duties on the basis of honesty,
transparency and accountability to the Company, the stakeholders, public
and the society as a whole. The said provisions was disclosed to all of
the management and staff of the Company who had signed in agreement and
acknowledgement and the supervisors have the duty not only to ensure
that their subordinates always comply to the rules but also act as a
good example.

4.  Balance of Power for Non-executive Directors

At the end of 2006, there were 9 directors consisting of

  - 4 executive directors

  - 1 non-executive director

- 4 independent directors or more than one-third of all directors
whereby Chairman of the Board represents the shareholders, is a
non-executive director and is not the same person as the Chairman of the
Executive Board to assure that the Board can actively perform its duties
as shareholders’ representative and a balance of power is properly
exercised.

Aggregation or Segregation of Positions

Although Chairman of the Board of Directors represents major
shareholders, he is not the same person as the Managing Director (the
highest executive) or Chairman of the Executive Board. This is where
responsibilities to determine supervision policies and to manage
day-to-day operations are clearly separated. More than one-third of the
Company’s total directors are independent directors, the structure which
leads to proper balance of power and fair performance review.

5.  Remunerations for Directors and the Management

Remunerations for Directors

As the Company had never appointed a formal Remunerations Committee, in
the past years the Audit Committee or independent directors is
responsible to perform the duties of the Remunerations Committee in
proposing the appropriate amount of remunerations to the Board of
Directors for pre-approval prior to the final approval from the AGM. The
proposed amount should be comparable to the same industry and sufficient
to motivate and retain the qualified Directors and significantly
appropriate for the financial status of the Company.

In 2006, the remuneration of the Board was the meeting fee which was
paid monthly. Chairman of the Board received Bt25,000 and other
directors Bt20,000 each per month. The Audit Committee Directors
received an additional amount for their additional mission. Chairman of
the Audit Committee received Bt20,000 and the other members received Bt
15,000 each. As for bonus, since the Company had a net loss in the year
2005, therefore, no bonus to the Board of Directors was paid in 2006.

Remunerations for Executives

The remunerations policy is to set up the amount comparable to the same
industry and sufficient to motivate and retain those qualified
executives and dependable on the Company’s financial status as well as
each individual’s performance. The remunerations for the Chairman of the
Executive Board and the Managing Director (highest management) were
proposed by the independent directors to the Board of Directors for
approval. The Executive directors who are also the executive staff of
the Company receiving fixed salary will be eligible to receive only the
meeting fee as a member of the board of Directors but will receive bonus
only as the Executives and not as a member of the Board. The Executive
Directors who are not the executive staff of the Company will be
eligible to receive Bt 10,000 per month and bonus will be paid
dependable on performance. However, in 2006, there was no such director.
Remunerations for the Executive Vice President position up to divisional
Managing Director will be determined by the Managing Director (highest
management) by applying the same policy.

11. Board of Directors’ Meeting

The Board of Directors’ Meeting is scheduled to be held once a month
and, if necessary, a special meeting will be called and a clear agenda
will be stipulated in advance. Regular agendas for consideration include
monitoring the Company’s performance and financial status and summary of
minutes of the meeting of the Executive Board and the Audit Committee.
Secretary to the Board will set up the meeting invitation comprising the
agenda and other reference documents and send them out to the Board
members about 7 days prior to the meeting date so that the directors
will have enough time to study the documents in concern before coming to
the meeting. Normally, the Board meeting will take up about 2 hours. In
2006, there were totally 12 regular meetings held and 4 other special
meetings which made a total of 16 meetings. The meeting attendance of
each director is tabled below:

  -------------------- ------------ ------------- ------------- ------------
  Name                 Office Term  Time                        
                       Period       Participate /               
                                    Total                       
                                    Meetings                    
                                    (times)                     

                                    Regular       Special       Total
                                    Meeting       Meeting       

  1. Mr. Mitsuji       Mar. 06-Apr. 10            -             10
  Konoshita *          09                                       

  2. Mr. Wichian       2003-2007    12            4             16
  Wattanakun                                                    

  3. Mr. Chokechai     2006-2009    12            4             16
  Tanpoonsinthana                                               

  4. Mr. Vikit         Sept.        4             -             4
  Kachonnarongvanich * 06-Apr. 09                               

  5. Mr.Vorapol        2005-2008    8             4             12
  Socatiyanurak                                                 

  6. Mr.Tatsuya        Apr. 06-Apr. 8             -             8
  Konoshita *          07                                       

  7. Mr. Jeremy Liau * Mar. 06-Apr. 10            -             10
                       07                                       

  8. Ms. Sudthida      2005-2008    11            4             15
  Chirapatsakul                                                 

  9. Ms. Tippranee     2005-2008    11            3             14
  Chatmanop                                                     
  -------------------- ------------ ------------- ------------- ------------

* Joined in during the year and the special meetings were arranged
before these directors came.

+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    | 1.       |              |         |            |
|                    | 2.       |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+

However, all members of the Board of Directors can informally give their
advices to the Management whenever required even if there is no formal
meeting. Minutes of the Meeting is always recorded in writing, verified
and accurately kept ready to be examined from all concerns.

12. Committees

In 2006, there was a change in top management team and the Chairman and
Vice Chairman of the Executive Board had resigned from the Company and
there was an appointment of the new Chairman of the Executive Board and
the Managing Director who is the top executives of the Company in
replacement. Therefore, the members of some committees were changed but
mostly in the same structure and responsibilities.

List of the Board and Committees and its power and duties can be found
in No. 2.9, Sub-Clause 1: Management Structure. In this regard, only
meetings held in 2006 are described here.

-Audit Committee

In 2006, Audit Committee has arranged a regular monthly meeting for 12
meetings to consider various matters under its normal responsible areas
indicated in its Chartered and reported its performance to the Board of
Directors.

-Risk Management Committee

During the year 2006, there were altogether 70 meetings. The significant
agendas were the matters related to Credit Balance accounts such as the
revision of shares in the accounts, the increase or decrease of shares,
the adjustment of share’s grade, the fixing and adjustment of interest
rate, the error portfolio, overdue and other matters, for example, the
underwriting of shares, the setting up of various operating criteria and
the reporting of Risk Management Committee’s performance.

13. Controlling System and Internal Audit

-   Controlling system and Internal Audit

The Company has emphasized on the efficient internal control system over
both management and operational levels. Authorities and responsibilities
of each level have been carefully and clearly set up in writing.
Company’s assets have been used to contribute maximum benefits and the
performer and the controller are separated persons to be able to cross
check with each other. Moreover, another internal control system was the
financial control system. The Company has set up financial report system
through which the financial matters were reported to the responsible
line of management.

The task of the Company’s Compliance & Internal Audit Department is to
audit and inspect the Company’s main operations and significant
financial activities to ensure that they are effectively carried out
according to the guidelines, including the compliance control. To ensure
that the Department can perform its duty as independently and as
comprehensively as possible, the Board of Directors requires the
Department to submit an auditing report to the Audit Committee before
the Audit Committee reports its opinion directly to the Executive Board
for further amendment. The Audit Committee will also report its
operation to the Board of Directors as well.

The report on the Result of the Evaluation on sufficiency of the
Company’s internal control system as of 19 January, 2007 evaluated by
the Board of Directors showed that during the year 2006, the Company’s
internal control system were sufficient, details of which are stated as
follows:

• Organization and Environment

The Company has frequently reviewed and adjusted its organization
structure to be more suitable and relevant to the changing of the
Company’s business situation/ condition to maintain its utmost
efficiency. The Company has a policy to encourage its staff to realize
the necessity of having good internal control system in order that the
system be done successfully as anticipated. Written operational rules
and regulations are also set up to be compatible with the rules and
regulations of the SET and the SEC.

-   Risk Control Management

The Company set up risk control system so as to minimize damages from
risks in order to maintain stability in business. Risk Management
Committee was set up to take care of the revision and determination of
the Company’s risk control management policy. The Committee consists of
managements from both front and back office sides as members and the
Vice President of Risk Management Dept. as Secretary. In particular, it
had been set up to examine and control as well as to give advices to
protect any risks arisen from securities business and other types of
businesses of the Company. The Risk Management Committee will report its
performance directly to the Managing Director.

• Monitoring Management’s Operations

In 2006, the rules for approval authorization and level of approval
authority for the customers’ securities trading limit has been adjusted
in order that the granted authority as well as the authorization of each
management level are more appropriate. Moreover, the functions of any
department and personnel who may have some conflict of interest are
clearly separated to prevent dishonest action. Procedure of related
transactions with the Company’s major shareholder, directors, management
and their connected persons are properly set up to avoid conflict of
interest.

• Information Technology and Communications

  Board of Directors was provided with various important data
  sufficiently for their decision making in the Board of Directors’
  Meeting when the agenda and other supportive papers are to be received
  about 7 days in advance.

• Follow-up System

Report of the Company’s operations is always included in the Board of
Directors’ meeting agenda stating the causes of the deviation from the
set goal as well as the suggested marketing strategies for the Board to
consider and to make decision. Moreover, there will also be an agenda
for the Audit Committee to report the auditing results presented by the
Compliance and Internal Audit Department and include them in the minutes
of the Audit Committee’s meeting.

14. Directors’ Reporting

The Board of Directors is responsible for the Company ’s financial
statement and information disclosed in the Company’s Annual Report. Such
financial statement was done in accordance with the certified accounting
standard generally accepted in Thailand with suitable accounting policy,
consistency, cautions and best projection together with the disclosure
of necessary information stated in the auditor’s Note to Financial
Statement.

Moreover, effective internal control system will always be maintained to
reasonably support that the accounting record was done accurately,
completely and adequately to record the existence of the company’s
assets and to aware of the company’s weaknesses in order to protect
against any fraud or dishonest actions in significance.

Consequently, Audit Committee was set up to consist of those
non-executive directors to avoid any conflict of interest and who would
be accountable for the quality of the financial report and the internal
control system comments of which was already appeared under Audit
Committee report in the Annual Report of the Company.

The Board of Directors had determined that the Company’s internal audit
system as a whole was highly acceptable and was able to rationally
confirm the reliability of the Company ’s financial statement as of 31
December, 2006.

15. Relations with Investors

The Board of Directors has realized the importance of disclosing
complete, accurate, transparent and highly-accessible financial and
general information as well as data which may affect its share prices to
shareholders, general investors and relevant parties on an equal basis.
Information, which will be used as part of investment decision, is
disseminated via the Stock Exchange of Thailand (SET)’s various channels
as well as the Company’s own website. Investors and the interested
public can log in for more information about the Company or its
securities analysis reports at www.unitedsec.com. Our top management who
will be responsible in supplying the Company’s information in relation
to its policy and business operations can be reached at telephone number
0-2207-0038 ext. 316 or at email address : IR@unitedsec.com.

(5) Human Resources

As of 31 December 2006, the Company had a total headcount of 260 persons
which can be categorized below:

  1. Marketing group (front office staff) 179 persons

  2. Investment Banking group 1 persons

  3. Operations group (back office staff) 71 persons

  4. Others 9 persons

There were 12 branches of which 77 persons were the branches’ staff .

The overall remunerations of the employees categorized by types of
remunerations are shown in the table below:

+-----------------+-------------+-------------+-----------------------+
| Types of        | Year 2004   | Year 2005   | Year 2006             |
| Remunerations   |             |             |                       |
|                 |             |             |                       |
| (Unit :Baht)    |             |             |                       |
+-----------------+-------------+-------------+-----------------------+
| Salary          | 80          | 98,946,541  | 100,209,795.67        |
|                 | ,458,717.29 |             |                       |
+-----------------+-------------+-------------+-----------------------+
| Bonus           | 21          | 5,085,695   | 9,661,200.55          |
|                 | ,306,245.39 |             |                       |
+-----------------+-------------+-------------+-----------------------+
| Contribution on | 2           | 4,032,459   | 3,381,848.94          |
| Provident Fund  | ,163,024.78 |             |                       |
+-----------------+-------------+-------------+-----------------------+
| Marketing       | 85          | 53,333,392  | 33,148,928.25         |
| Incentive       | ,035,925.76 |             |                       |
+-----------------+-------------+-------------+-----------------------+
| Others          | 3           | 4,563,579   | 10,354,943.46         |
|                 | ,696,543.09 |             |                       |
+-----------------+-------------+-------------+-----------------------+
| Total           | 192         | 165,961,666 | 156,756,716.87        |
|                 | ,660,457.69 |             |                       |
+-----------------+-------------+-------------+-----------------------+

Human Resources Management Policy and Human Resources Management System

In realizing the importance of educating the employees, the Company
provides the employees both from front and back offices in different
levels with useful training courses organized by outside institution as
well as from in-house training.

Promotion of Better Life Quality and Job Security

As quality work always comes from happy employees who feel secured in
their jobs, aside from developing the capability of its human resources
and its human resources management system, the Company also pursues a
policy to promote better quality of life and to boost the feeling of job
security. During the past year, the Company provided life insurance
coverage for the branch’s staff in the southern area to cover the impact
from the unrest situation happened in the 3 provinces from southern
region of Thailand. We also co-operated with the landlord of our head
office building, Western Property Co., Ltd. on the Fire Drill project.

Labor Dispute

There was 1 case sued by the Company’s former employee accusing that the
Company has made an unjustified dismiss at the Central Labor Court since
17 November, 2006 claiming the damage of 13,358,427.47 baht. The case is
during the consideration of the Central Labor Court.

The reasons of dismissing the said employee according to the report from
the investigation committee stated that the employee had done the
following offences :

1.  Deserted work so that it caused damage to the Company.

2.  Committed and or omitted to comply to the Company’s regulations
    concerning securities transfer so that it caused damage to the
    Company.

3.  Allowed other person to use personal Identification password to
    access the securities trading system without permission which was
    against the operational rules concerning operation governance for
    Marketing officer and Trader.

4.  Did not immediately report to the supervisor the event occurred from
    operation which might cause serious damages to the Company.

5.  Willful and or intent to report to the supervisor the incomplete or
    false information or hiding the fact or information.

6.  Committed and or omitted to comply to the Company’s Chinese Wall
    policy.

And the Investigation committee had suggested to punish the employee by
dismissing her from the job so the Board of Directors resolved to
dismiss her and paid a compensation of 3 months salary with another 1
month salary for advance notification compensation according to the
labor law.