3.  Nature of Business

  3.1 History, Development, and Important Change

Background

Changes in Capital Structure

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

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

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

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

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

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

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

In 2011, during the 1/2011 general shareholders meeting on April 28,
2011, it was approved that the Company’s authorized capital was reduced
in order to comply with the paid-in capital. As a result, the Company’s
authorized capital remains 323,921,130 shares. The Company registered
the reduction of registered capital on May 11, 2011.

In 2012, at General Shareholders Meeting No.1/2012 on April 26, 2012, it
was resolved to approve the stock dividends to be issued at the rate of
10 existing shares per 1 dividend share in order to increase the
company’s stock liquidity and maintain the liquidity of the working
capital to support future investments and expansions. It was approved to
increase the Company’s share capitals to support the aforementioned
stock dividends. Therefore, the Company’s share capital has increased to
356,313,243 shares. The Company registered change of the capital
increase on May 8, 2012.

Development in business operation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Moreover, in 2008, the Company opened SE-ED Learning Center with the
space of 600 square
meters, located at Chamchuri Square building - a part of Chulalongkorn
University, to facilitate the expansion of youth activities in different
forms in the future. This includes the training for professional
activities to increase the potential of Thai people in different fields
for the general public. In addition, the Company’s new business
strategies included the development of two supplementary curricular
aiming to increase children’s potential and intelligence in mathematics
and English. The curricular are as follows:

-   FAN Math is a supplementary mathematics program for kindergarten 3
    to primary 6 levels. Teaching and learning materials are presented
    in animation format.

-   ACTive English is a supplementary English program for kindergarten 2
    to primary 6 levels. Teaching and learning materials are mainly
    interactive multimedia and consistent with the Common European
    Framework of Reference for Languages (CEFR).

Investment in subsidiaries and associates

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

In 2003, the Company held 28.75% of the shares in Plearn Patt Co., Ltd.
(founded on September 25, 2002) with a registered paid-up share of THB
80 Million. In 2005, the Company increased percentages of share holdings
to 48.82% of registered and paid-up share capital was THB 170 Million,
and in the fourth quarter of 2009, Mr. Thanong Chostisorayuth, the
managing director of SE-EDUCATION Public Co., Ltd. chaired the position
of the acting school director of Plearnpattana School and became the
Director of Plearnpattana School in 2010. In the second quarter of 2012,
Plearn Patt Co., Ltd. decreased its share capital and paid capital, with
the remaining balance of 169,475,500 million Baht. Therefore, the
Company’s shareholding proportion has increased to 48.97%. The
registered name of Plearn Patt Co., Ltd. is the name of the school
called “Plearnpattana School”, located at Buddhamonthon 2 Road,
enrolling students from pre-kindergarten year up to Matayom 6. The first
academic year started in 2004. This was the important gathering of more
than 70 education enthusiasts from several groups of people such as
parents, teachers, academics and school executives, in collaboration
with private organizations who played a significant role towards family
institutions and education to create new concept schools, to create
quality children for the country.

Important Developments and Changes in year 2012

Change of Major Shareholders (Information as of Closing Date)

  ---------------------------- ------------ ------- ------------ ------- ------------ -------
  Shareholders                 November 23,         November 28,         November 29, 
                               2012                 2011                 2010         

                               Number of    %       Number of    %       Number of    %
                               Shares               Shares               Shares       

  GMM Grammy Public Company    45,045,920   12.64   42,422,200   13.10   42,422,200   13.10
  Limited                                                                             

  Mr. Rit Thirakomen           25,309,660   7.10    23,008,782   7.10    23,008,782   7.10

  Krungsri Dividend Stock LTF  19,967,090   5.60    18,151,900   5.60    6,091,600    1.88

  Best Fortune Property and    14,941,520   4.19    13,583,200   4.19                 
  Loan Fund                                                                           

  Mr. Pongsak Sivapatrakumpol  11,935,926   3.35    10,850,842   3.35    10,850,842   3.35
  ---------------------------- ------------ ------- ------------ ------- ------------ -------

In 2012 the Company still expanded in the direction that led to a
long-term growth, as the Company believes that there is room to grow for
books and education business, by emphasizing on the continuity of
increasing the number of bookstore branches for SE-ED Book Center, and,
in addition, stressed even more emphasis on the role of being books
distributors and book publishers to align with the growth of books
business in the larger picture. However, the Company has developed the
information technology system, communication system for all bookstores
branches and headquarters and distribution center in order to support
more services which deem to soar in the future, so as to increasing
efficiency and reducing the chance to waste any sale potential.

Apart from a normal business operation, the Company had some important
developments and changes in 2012, as in the following :

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

-   New 47 branches were opened. As in December 31, 2012 there
    were in the total of 438 stores, and 24 points of sales currently in
    operation.

-   Renovated 19 existing branches, some branches had been moved to a
    new and suitable
    location, some branches had more space according to the more demands
    and some branches were modernized to have a more attractive look.
    Branches that were affected by the political unrest and flood crisis
    were also renovated.

-   SE-ED Learning Center : The center has been officially opened since
    September 2008 at Chamchuri Square Building, Samyarn, opposite to
    Hua Lam Phong Temple, with the enduring objective of knowledge
    dissemination, inspiration creation for youth, and wider public. In
    addition to SE-ED Kiddy Camp which has been initiated since 2002 and
    added several different learning Camps to the program, the Company
    has added other courses during the weekend, whereby in 2012, the
    Company has changed SE-ED Learning Center to becoming a
    supplementary school and learning center that provides activities
    and programs to increase children’s potential and intelligence in
    the fields necessary to the development of the country. The programs
    offered at SE-ED Learning Center include FAN Math, a mathematics
    program that focus on problem solving through animation-based
    contents, and ACTive English, an English program that uses
    interactive multimedia to encourage children to use English in
    classroom through fun and educational activities.

-   SE-ED Channel system, a system that allows total control of both
    visual and audio contents from the headquarters via
    readily-installed long distance communication lines, has already
    been in operation since the middle of 2008. In 2012, the Company has
    continued to install. Until now, the field installation SE-ED
    Channel system is finished in more than 400 Branches. The system
    that helps to promote products and services presently available at
    the storefronts to all customers who visited the stores. This also
    helps the training course and communication between branches and the
    headquarters.

-   Developed Book Variety, a TV program that presents many aspects of
    knowledge from books such as healthcare, dharma, management, stock
    and finance, children’s books. The program contents include book
    introductions and interviews with people in book business such as
    writers, translators or editors. The program is aired on every
    Monday from 05.30 p.m. - 06.00 p.m. on Nation Channel, via PSI
    satellite and local cable TVs nationwide.

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

-   Bilingual Kids Project is a new publication line developed under the
    belief that children has unlimited potential to improve their
    language skills if they use appropriate materials and live in the
    right environment. Parents and teachers, who may not be proficient
    in foreign languages, can use books and materials from the Bilingual
    Kids Project to stimulate natural language acquisition of children.
    Publications from Bilingual Kids Project include SE-ED Smart Flash
    Cards for Bilingual Kids, SE-ED Books for Bilingual Kids, extensive
    reading materials for children in kindergarten level and above, and
    SE-ED Smart Chinese, materials and books in Chinese language
    specifically designed for Thai children.

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

-   “Books for Kids” Project now entered its 7^(th) year. The purpose of
    this project is to donate books to libraries. Up to December 31,
    2012 this project has donated 1.64 million books worth THB 264
    million to 2,996 schools. In 2012, the project donated THB 37.83
    worth of books to 581 educational institutions nationwide.

-   Total Solution to English Proficiency 2012 aims to develop teaching
    efficiency of teachers and English language proficiency of students.
    The project offers a systematic English teaching model that teachers
    can apply in classroom. In addition, there are teachers trainings to
    improve teaching efficiency to the standard of “Oxford Language
    Program”. Development of teachers will be evaluated by students’
    achievement. The project offers the teaching models for two levels:
    primary level and secondary level.

  In 2012, the Company hosted an academic seminar for teachers for 4
  consecutive years. The seminar served as a venue for exchanging
  teaching ideas and techniques in classroom. There were over 1,200
  teachers participating in the seminar.

-   The Company was the main sponsor of the 4^(th) SE-ED Translation
    Championship Thailand Princess Cup, a translation contest for high
    school students who are interested in English. The contest
    encourages students to apply for skills: English grammar, analytic
    reading, translation principles and command of Thai language. The
    main objective is to increase awareness among schools in Thailand of
    the importance of developing English proficiency that students can
    apply in both communicating and academic scenarios.

  In 2012, the contest was held in 12 provinces across the country, with
  over 2,000 students participating. The winner received Princess Maha
  Chakri Sirindhorn’s trophy and won an opportunity to publish a
  translated work with SE-EDUCATION PUBLIC COMPANY LIMITED.

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

-   The online purchasing system was improved to enable bookstores,
    academic institutions and organizations to place orders more
    conveniently and promptly through www.se-ed.com/wholesale. The
    system makes the ordering procedure more concise and also reduces
    the work in internal operations, allowing the company to operate
    faster.

-   Book Expo Thailand 2012 at Queen Sirikit National Convention Center
    was organized under the theme “Read around Thailand, Read More and
    More” The Company’s bestselling item in the event was Tales Runner
    Comic series. Other items that gained a lot of interests include
    stock and investment books, for example, Khemtid Cheewit Mankhong
    (Stable Life Compass), Mahadsajan Cheewit (Miracle of Life),
    management and investment books, books of which authors made a
    presence at the event, for example, Mayura Savetsila, Bandit
    U-ngrangsi, Ple Nakorn Silachai, Andrew Biggs.

-   The Company constructs the new distribution center Bangna-Trat Road
    k.m.21 that will enhance the logistic system to support the business
    expansion for the new distribution center that is planned to be
    opened with a full operation in late 2013.

-   Received ‘SET Award of Honor’ of Corporate Governance Report for the
    second time (4 consecutive years of Top Corporate Governance Report
    Awards) from the SET Awards 2012 organized by the Stock Exchange of
    Thailand and Money & Banking Magazine. The Company is the only
    listed company outside SET100 to receive this award.

-   Received Investors’ Choice Award for receiving 100% scores from the
    evaluation of the Annual General Shareholders Meeting for 4
    consecutive years (2009-2012). The Company was one of the 17
    companies to receive this award from Thai Investors Association.

-   The IOD has appraised SE-ED to be excellent (5 stars) level in
    Corporate Governance Report of Thai Listed Companies 2012, 2011,
    2010, 2009 and 2008 appraisal for five consecutive years. The
    Company is the only company from the publishing business category in
    the service industry to be evaluated ‘excellent’ for 5 consecutive
    years.

-   The company was rated as “Excellent” in the 2007, 2008, 2009, 2010,
    2011 and 2012 evaluation in the Annual General Meeting (AGM) of the
    shareholders by the Securities and Exchange Commission in
    cooperation with the Listed Companies Association and the Thai
    Investors Association. The company has been in the group of over 100
    points which has been praised as a good example from SEC for 6
    consecutive years. Among 450 listed companies that participated in
    this project, the Company is 1 in 74 companies among 450 listed
    companies that received 100 points.

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

  1. Bookstore Business : SE-ED has operated SE-ED Book Center and
  network stores which
  consist of many university bookstores in Bangkok and other provinces
  as well as the network and sales area in various forms (representing
  83% of the 2012 total revenue).

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

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

  4. SE-ED Learning Center : SE-ED Learning Center to becoming a
  supplementary school and learning center that provides activities and
  programs to increase children’s potential and intelligence in the
  fields of mathematics and English.

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

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

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

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

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

In 2003, the Company held 28.75% of the shares in Plearn Patt Co., Ltd.
(founded on September
25, 2002) with a registered paid-up share of THB 80 Million. In 2005,
the Company increased the percentage of share holdings to 48.82% of
registered and paid-up share capital was THB 170 Million, and in the
fourth quarter of 2009, Mr. Thanong Chostisorayuth, the managing
director of SE-EDUCATION Public Co., Ltd. chairs the position of acting
school director of Plearnpattana school and became the Director of
Plearnpattana School in 2010. In the second quarter of 2012, Plearn Patt
Co., Ltd. decreased its share capital and paid capital, with the
remaining balance of 169,475,500 million Baht. Therefore, the Company’s
shareholding proportion has increased to 48.97%.

The registering name of Plearn Patt Co., Ltd. is the name of the school
called “Plearnpattana School”, located at Buddhamonthon 2 Road,
enrolling students from pre-kindergarten year up to Matayom 6. The first
academic year started in 2004. This was the important gathering of more
than 70 education - loving enthusiasts from several groups of people
such as parents, teachers, academics and school executives, in
collaboration with private organizations who played a significant role
towards family institutions and education to create new concept schools,
that aim to create quality children for the country.

As of December 31, 2012, the major shareholders of Plearn Patt Co., Ltd.
were :

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

  1. SE-EDUCATION Public Company        8,300,000        48.97
  Limited                                                

  2. Mr. Rit Thirakomen                 2,000,000        11.80

  3. RAK LUKE GROUP Co., Ltd.           700,000          4.13

  4. Mrs. Thida Phitaksinsuk            400,000          2.36

  5. Ms. Krongtong Bunprakong           400,000          2.36
  ------------------------------------- ---------------- -----------------

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

+--------------+-----------+-------+----+-------+----+--------+----+
| Revenue from | Operated  | Co    |    |       |    |        |    |
|              | by        | nsoli |    |       |    |        |    |
| Sales &      |           | dated |    |       |    |        |    |
| Service      |           | fina  |    |       |    |        |    |
|              |           | ncial |    |       |    |        |    |
|              |           | state |    |       |    |        |    |
|              |           | ments |    |       |    |        |    |
+--------------+-----------+-------+----+-------+----+--------+----+
|              |           | 2012  |    | 2011  |    | 2010   |    |
+--------------+-----------+-------+----+-------+----+--------+----+
|              |           | Tho   | %  | Tho   | %  | Th     | %  |
|              |           | usand |    | usand |    | ousand |    |
|              |           | Baht  |    | Baht  |    | Baht   |    |
+--------------+-----------+-------+----+-------+----+--------+----+
| Books        |           |       |    |       |    |        |    |
+--------------+-----------+-------+----+-------+----+--------+----+
| - Retail ¹   | The       | 4,74  | 8  | 4,61  | 8  | 4,2    | 8  |
|              | Company   | 2,229 | 2. | 5,164 | 2. | 34,476 | 1. |
|              |           |       | 82 |       | 98 |        | 88 |
+--------------+-----------+-------+----+-------+----+--------+----+
| - Wholesale  | The       | 72    | 1  | 68    | 1  | 6      | 1  |
| ²            | Company   | 2,045 | 2. | 1,385 | 2. | 78,861 | 3. |
|              |           |       | 61 |       | 25 |        | 12 |
+--------------+-----------+-------+----+-------+----+--------+----+
| - Publishing | The       | 1,150 | 0. | 7,049 | 0. | 10,641 | 0. |
| service      | Company   |       | 02 |       | 13 |        | 21 |
+--------------+-----------+-------+----+-------+----+--------+----+
| Total        |           | 5,46  | 9  | 5,30  | 9  | 4,9    | 9  |
|              |           | 5,424 | 5. | 3,598 | 5. | 23,978 | 5. |
|              |           |       | 45 |       | 36 |        | 21 |
+--------------+-----------+-------+----+-------+----+--------+----+
| Magazines ³  | The       | 5     | 0. | 6     | 1. | 70,354 | 1. |
|              | Company   | 3,226 | 93 | 0,278 | 08 |        | 36 |
+--------------+-----------+-------+----+-------+----+--------+----+
| Income from  | S         | 11    | 2. | 11    | 2. | 1      | 2. |
| educational  | ubsidiary | 9,709 | 09 | 1,345 | 00 | 08,990 | 11 |
| fee and      |           |       |    |       |    |        |    |
| services     |           |       |    |       |    |        |    |
+--------------+-----------+-------+----+-------+----+--------+----+
| Others       | The       | 8     | 1. | 6     | 1. | 52,865 | 1. |
|              | Company   | 7,850 | 53 | 8,469 | 32 |        | 13 |
|              | and its   |       |    |       |    |        |    |
|              | S         |       |    |       |    |        |    |
|              | ubsidiary |       |    |       |    |        |    |
+--------------+-----------+-------+----+-------+----+--------+----+
| Total        |           | 5,72  | 1  | 5,56  | 1  | 4,6    | 1  |
| revenue      |           | 6,209 | 00 | 1,770 | 00 | 73,691 | 00 |
+--------------+-----------+-------+----+-------+----+--------+----+

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

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

  1 and 2 - total sales of Company’s own publications in 2012, 2011 and
  2010 represents 7.00%, 6.89%, and 7.36% of sales revenue respectively.

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