3.  Nature of Business

  3.1 History, Development, and Important Change

Background

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 develops 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.

Change of Major Shareholders (Information as of Closing Date)

+---------------------------+-------+----+-------+----+-------+----+
| Shareholders              | Dec   |    | Nov   |    | Nov   |    |
|                           | ember |    | ember |    | ember |    |
|                           | 2,    |    | 28,   |    | 28,   |    |
|                           | 2009  |    | 2008  |    | 2007  |    |
+---------------------------+-------+----+-------+----+-------+----+
|                           | N     | %  | N     | %  | N     | %  |
|                           | umber |    | umber |    | umber |    |
|                           | of    |    | of    |    | of    |    |
|                           | S     |    | S     |    | S     |    |
|                           | hares |    | hares |    | hares |    |
+---------------------------+-------+----+-------+----+-------+----+
| HSBC (SINGAPORE) NOMINEES | -     | -  | 43,00 | 1  | 40,50 | 1  |
| PTE LTD.                  |       |    | 0,000 | 3. | 0,000 | 2. |
|                           |       |    |       | 27 |       | 51 |
+---------------------------+-------+----+-------+----+-------+----+
| KBL EUROPEAN PRIVATE      | 50,00 | 1  | -     | -  | -     | -  |
| BANKERS S.A.              | 0,000 | 5. |       |    |       |    |
|                           |       | 44 |       |    |       |    |
+---------------------------+-------+----+-------+----+-------+----+
| GMM Grammy Public Company | 42,42 | 1  | 42,42 | 1  | 42,42 | 1  |
| Limited                   | 2,200 | 3. | 2,200 | 3. | 2,200 | 3. |
|                           |       | 10 |       | 10 |       | 10 |
+---------------------------+-------+----+-------+----+-------+----+
| Mr. Rit Thirakomen        | 23,00 | 7. | 23,00 | 7. | 23,00 | 7. |
|                           | 8,782 | 10 | 8,782 | 10 | 8,782 | 11 |
+---------------------------+-------+----+-------+----+-------+----+
| Mr. Pongsak               | 10,85 | 3. | 10,85 | 3. | 10,85 | 3. |
| Sivapatrakumpol           | 0,842 | 35 | 0,842 | 35 | 0,842 | 35 |
+---------------------------+-------+----+-------+----+-------+----+
| Bangkok Assurance Public  | 10,76 | 3. | 10,76 | 3. | 10,29 | 3. |
| Company Limited           | 4,500 | 32 | 4,500 | 32 | 0,000 | 18 |
+---------------------------+-------+----+-------+----+-------+----+
| Remark : - HSBC           |       |    |       |    |       |    |
| (SINGAPORE) NOMINEES PTE  |       |    |       |    |       |    |
| LTD.และ KBL EUROPEAN      |       |    |       |    |       |    |
| PRIVATE BANKERS S.A.      |       |    |       |    |       |    |
| Share holder is           |       |    |       |    |       |    |
|                           |       |    |       |    |       |    |
| Mr. Edward Philip Burke   |       |    |       |    |       |    |
|                           |       |    |       |    |       |    |
| - Investors can view the  |       |    |       |    |       |    |
| current Shareholder’s     |       |    |       |    |       |    |
| information from the      |       |    |       |    |       |    |
| Company’s website before  |       |    |       |    |       |    |
| the date of the annual    |       |    |       |    |       |    |
| Shareholder’s meeting.    |       |    |       |    |       |    |
+---------------------------+-------+----+-------+----+-------+----+

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.

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 the
publishing firm with highest sales volume through bookstores channels
and the largest books distributor at that time, 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 book center 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 centers
to accommodate more books for more than 600 branches. In 2006, the
Company expanded the distribution center area from 7,400 sq.m. up to
about 10,000 sq.m., 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. SE–ED 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
expenses, 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, resulting in the highest selling bookstore in
Thailand and also serving as the very heart of company’s business growth
since 1997.

SE–ED’s business performance has remained to be 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
decreasing 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
figure that came from both SE–ED own published books and other non –
SE–ED published books was not as it is hoped to be. It was considered
the first time that SE–ED faced accounting loss in 1998, since listed in
the Stock Exchange of Thailand.

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

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 lasted for 5 years, from the date of issuing the
    paper, allowable for exercised 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 lasted 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 agree to approve the change of share
value (share dilution) from previously THB 10 to THB 1, which the
Company has proceed 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 with 3 years after date ending of share repurchase
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
29, 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 share. The Company registered the reduction of registered
capital on October 24, 2007.

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 December 31, 2005, the Company increased 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.
chaired the position of acting school director of Plearnpattana school.
The registered name of Plearn Patt Co., Ltd. is the name of the school
called “Plearnpattana School”, located at Bhuddhamonthon 2 Road,
enrolling students from pre–kindergarten year up to twelfth grade. The
first academic year started in 2004. This was the important gathering of
more than 70 education–loving alliances from several groups of people
such as parents, teachers, academics, school executives, in
collaboration with private organizations who played a significant role
towards family institutions and education to create new concept school,
which to create quality children for the country.

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 and activity to increase potential of Thai people in
different fields for general public.

Important Development and Changes in year 2009

In 2009 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 product damage.

Apart from a normal business operation, the Company had some important
developments and changes in 2009, 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 21 branches were opened. As in December 31, 2009 there
    were in the total of 324 stores, and 33 points of sales currently in
    operation.

-   Renovated 4 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.

-   Close-Circuited Television (CCTV) were put in SE-ED Book Center
    Bookstores and its network stores since the end of fourth quarter
    of 2006. Almost all branches had CCTV in 2007, and additional CCTV
    were installed in the newly opened stores in 2009 totaling 21
    branches, resulting in the significant reduction of book loss in
    2008.

-   SE–ED Learning Center Project: The center has been official opened
    since September 2008 at Chamchuri square Building, Samyarn,
    oppoisite 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 2009 the Company organized 93 training courses at SE-ED
    Learning Center, which can be divided into arranging 16 courses for
    youth during weekends and after school, such as Soccer Robot
    inventor, youth game programmer course, Thinking activity ‘Kids
    Club’, Expert Game Programmer, 77 general public seminars, which are
    Network Camera installation, Solar Cell Design and Applications, New
    selling psychology, Basic Flash, CSS for Modern Web Design,
    Alternating Current Motor Drive, Internet Phone Design and
    Applications, Basic Photography, and Basic Dramatic Workshop &
    Composition, etc.

-   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 2009, the Company has
    continued to install, 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.

-   Updating SE-ED card membership database: The Company has updated the
    member database by deleting expired membership, while examining and
    correcting data ready to be used and added a system that supports
    searching membership from the storefronts using names and telephone
    numbers to ease the customers who wish to gain discount when making
    a purchase for those who did not bring membership cards with them.

-   Improved the process of distribution using digital system, or
    ‘Digital Assorting System’ to help distribute products more
    effectively. The Company’s logistic department came up with the
    project to improve workflow by deploying technology in the work
    process which can increase work efficiency and reduce, in part, the
    operating cost. For this new method, it will help warehouse officers
    to speed up the distribution procedures by as much as 60% of the
    total processes.

-   Initiated the Theft detector poles to prevent the loss under the
    responsibility of ‘Loss Prevention Department’, the Company
    considered installing the Electromagnetic poles in the branches that
    have high rate of products loss. In 2009, the Company installed the
    poles in the first 5 pilot branches.

-   Initiated project ‘order today, receive tomorrow’, on August 2009.
    This is the project to improve the customer order system and other
    products through branches or through website se-ed.com so that the
    orders can be received as soon as possible. This is the advantage in
    the competition and also help to respond to the idea of ‘small
    stores becomes a big store’, meaning that when a customer wants any
    books they are sure to get it. Customers can pick up products at the
    nearest SE-ED Book Center branch located around the country.

-   Initiated SE-ED Enjoy Reading for Children Project: This is project
    that turn on the light of desire to read English books by using
    money from “coin change for children” which SE-ED Book center
    customers participated in the donation to search for good books or
    media for the under-privileged schools around the country. This
    project focuses on reading at the appropriate level of the readers’
    language competent to promote language learning development in a
    continuous progression, and stress on reading skill development for
    Thai children and youth nationwide. In 2009, the Company has
    shortlisted 28 school for the project, which come from 1 pilot
    school in Nakornnayok province, 11 pilot schools in Nakornprathom
    province, and 16 pilot schools in Rayong province.

-   Organized GPS Rally, at Suan Buak Had Resort, Cha-am, Petchburi
    Province, by the objective of introducing new technology with
    regards to the actual use of navigation device, or GPS, through
    traveling using technology activity, and also help to promote the
    theme of ‘enjoy travel Thailand and exciting the economy’ project
    which is led the Tourism Authority of Thailand. There are over 200
    participants to this event.

-   Organized ‘Cyber Dict Translation Championship: link the dream to
    professional translator’. This event was the result of cooperation
    between Cyber Dict Technology Ltd. and Oxford University Press and
    Thai Paper Ltd. The event was held at Chulalongkorn University. It
    is the competition project to assess the ability to be translator
    for those age between 15-18 years and are also studying at senior
    high school level or equal (from all over the country) to initiate
    the desire and allow participants to have more experience, support
    activity to improve language learning potential, and creating effort
    for all youth to learn the translation techniques directly from the
    experts, while assess the ability to translate and allow chance for
    Thai children to practice translation to the level that can match
    the world stage. Participants were around 350.

-   Organized the Company visit at ‘Plearnpattana school.’ SE-EDUCATION
    Public Co., Ltd cooperates with Plearnpattana school (Plearn Patt
    Co.,Ltd. ‘Subsidiary Company’) organized an open house event. It has
    the objective for all shareholders, investors, in understanding the
    nature of business operation of the Company and Plearnpattana
    school. This includes the teaching path and new ways of learning in
    Plearnpattana. In the past years, the Company has organized the
    total of 4 visits. In each visit, the investors, shareholders, and
    general public has shown interest in the schools. This project is
    important for investors and shareholders and general public in
    learning about the registered company in the Securities Exchange of
    Thailand, as well as the chance to learn about its operation
    directly. This is considered a part of information good enough to be
    used in investment decision.

-   SE-EDUCATION Public Co., Ltd. collaborated with ESI, a language
    school, with a sponsorship by Oxford University Press, in organizing
    English Teacher Training by the topic of English Language Teaching
    2009 Curriculum: Syllabus Design and Assessment at SE-ED Learning
    Center (Chamchuri) for the participants of diverse background and
    general public without any charge. It has been well accepted by
    participants of more than 200 teachers out of 50 different academic
    institutions.

-   SE-EDUCATION Public Co., Ltd. cooperates with Tourism Authority of
    Thailand (TAT) and Electricity Generating of Thailand (EGAT) in
    organizing Northern Golf and Tourism Camp and Photo Camp activity
    year 2 under the project name ‘Travel and Learn in the Northern
    Region for Youth project’ with the objective of inviting youth to
    participate in the travel activity while learning about the
    environmental conservation, natural resources maximization usage,
    global warming campaign and awareness building, unity building
    within the group, and developing skills for sports and photography.

-   SE-EDUCATION Public Co., Ltd. cooperates with Lactasoy Ltd. in
    organizing Lactasoy Brain Camp to open up chances for children to
    train thinking process. The participants of this activity were
    selected from those who sent in the Mind Map work. The event was
    free of charge, and was held on 27-28 April 2009, at SE-ED Learning
    Center, Chamchuri Square Building.

-   The Company organized “Press release of the most sought-after
    information for Book business year 2008”, on 11 February 2009, at
    Sangvian Intaravichai Room, Securities and Exchange of Thailand
    (Klongtoey). The objective of the event is to disseminate data
    concerning book business, as well as the book business trend for all
    trade partners and general audiences. This allows them to use the
    information to work on their future business plans that will cater
    to the business trend in the future. There were over 300 interested
    partners participating in this event.

-   The Company changed the outlook of ‘Extreme Technology Magazine’
    with added the ‘ET’ header in September 2009, making it easier to
    remember for all readers and also easier to market in total picture.
    Moreover, the change also happened to the overall contents of the
    magazine to serve target group and modernize it. The new look of the
    magazine was launched in the issue number 67, on August 2009
    onwards.

-   Organized Electronics Grand Sale 2009, on 19-22 November 2009: It is
    the exhibition event to showcase electronic products, computer and
    IT, organized specifically for electronic enthusiasts. In the event,
    there are variety of IT products for sales, such as measuring
    equipment, electronic kits, mechanics tool kit, industrial
    electronic tools, electrical appliances, computer and IT, as well as
    speakers and Hi-Fi system etc.

-   Books and Magazines Launch at SE-ED Book Center Activity: In 2009,
    there were a total of 43 activities. It is an activity to increase
    the marketing and public relations role of SE-ED Book Center toward
    publishers and also the shopping center where the store located, as
    well as toward the media (newspaper, television program, and
    magazine). In each launch, there were interested media who were
    quite excited in writing news and interviews and attracted a lot
    attention from fan of each author, and sometimes, long signing queue
    happened during the event.

-   Received Corporate Social Responsibility Awards 2009 (CSR award)
    arranged by Stock Exchange of Thailand and the Finance and Banking
    Magazine, SE-ED was one of the four companies to receive this award
    while it was the only company not listed in SET100 index.

-   Received Top Corporate Governance Report Awards 2009 arranged by
    Stock Exchange of Thailand and The Finance and Banking Magazine,
    SE-ED was the only one company of the ten companies not listed in
    the SET100 index firms that received this award.

-   Voted “Excellence (5 stars)” in Corporate Governance Report of Thai
    Listed Company in 2009 and 2008 for two consecutive years by
    Institute of Directors, Securities and Exchange of Thailand, and
    office of Securities Exchange Commission. In this award category,
    there were nominated and also voluntarily self-nominated companies
    by the total of 290 companies. There were 52 companies that meet the
    criteria of ‘excellence’, and SE-ED was the only company is the
    ‘service’ industry group under printing and media category to have
    been awarded ‘excellence’.

-   The company was rated “Excellence and a Model Company” in the 2009
    for three consecutive years, in the category of “Annual General
    Meeting (AGM)” 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 that
    received over 100 points.

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

  1. Bookstore Business : SE–ED has operated SE–ED Book Center and
  network stores which consists, and many university bookstores in
  Bangkok and other provinces as well as the network and sales area in
  various forms (representing 83% of the 2009 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 yearly exhibition “Thailand Electronics &
  Industrial Technology Exhibition” and many specialized technology
  exhibition, and organizes the SE–ED Kiddy Camp for children, as well
  as arranges several academic training and seminar courses.

In all three major businesses, SE–ED continues to be a leader in
supporting and encouraging all aspects of the businesses, which has
resulted 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. chaireds the
position of acting school director of Plearnpattana school. The
registering name of Plearn Patt Co., Ltd. is the name of the school
called “Plearnpattana School”, located at Bhuddhamonthon 2 Road,
enrolling students from pre–kindergarten year up to twelfth grade. The
first academic year started in 2004. This was the important gathering of
more than 70 education–loving alliances from several groups of people
such as parents, teachers, academics, school executives, in
collaboration with private organization who played a significant role
towards family institutions and education to create new concept school,
which to create quality children for the country.

As of December 31, 2009, 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        48.82
  Limited                                                

  2. Mr. Rit Thirakomen                 2,000,000        11.76

  3. RAK LUKE FAMILY GROUP Co., Ltd     700,000          4.12

  4. Mrs. Thida Phitaksinsuk            400,000          2.35

  5. Ms. Krongtong Bunprakong           400,000          2.35
  ------------------------------------- ---------------- -----------------

  ~~3.3 Total Revenue from main Products (Categorized by Sales Channels
  )~~

+-------------------+-------+------+---------+------+-------+-------+
| Revenue from      | 2009  |      | 2008    |      | 2007  |       |
|                   |       |      |         |      |       |       |
| Sales & Service   |       |      |         |      |       |       |
+-------------------+-------+------+---------+------+-------+-------+
|                   | Tho   | %    | T       | %    | Tho   | %     |
|                   | usand |      | housand |      | usand |       |
|                   | Baht  |      | Baht    |      | Baht  |       |
+-------------------+-------+------+---------+------+-------+-------+
| Books             |       |      |         |      |       |       |
+-------------------+-------+------+---------+------+-------+-------+
| - Retail ¹        | 3,84  | 8    | 3,      | 8    | 3,25  | 82.32 |
|                   | 4,336 | 2.69 | 639,972 | 2.30 | 1,348 |       |
+-------------------+-------+------+---------+------+-------+-------+
| - Wholesale ²     | 65    | 1    | 613,466 | 1    | 54    | 13.77 |
|                   | 8,579 | 4.17 |         | 3.87 | 3,761 |       |
+-------------------+-------+------+---------+------+-------+-------+
| - Publishing      | 1     | 0.31 | 16,500  | 0.37 | 7,299 | 0.18  |
| service           | 4,510 |      |         |      |       |       |
+-------------------+-------+------+---------+------+-------+-------+
| Total             | 4,51  | 9    | 4,      | 9    | 3,80  | 96.27 |
|                   | 7,425 | 7.17 | 269,938 | 6.54 | 2,408 |       |
+-------------------+-------+------+---------+------+-------+-------+
| Magazines ³       | 7     | 1.68 | 100,064 | 2.26 | 9     | 2.43  |
|                   | 8,333 |      |         |      | 5,842 |       |
+-------------------+-------+------+---------+------+-------+-------+
| Others            | 5     | 1.15 | 52,995  | 1.20 | 5     | 1.30  |
|                   | 3,293 |      |         |      | 1,338 |       |
+-------------------+-------+------+---------+------+-------+-------+
| Total revenue     | 4,64  | 100  | 4,      | 100  | 3,94  | 100   |
|                   | 9,051 |      | 422,997 |      | 9,588 |       |
+-------------------+-------+------+---------+------+-------+-------+

  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 2009, 2008 and
  2007 represents 7.55%, 6.92% and 6.41% of sales revenue respectively.

  ³ Magazines - total revenue from advertising publishing and revenue
  from “Electronic Grand Sale 2009” and “SE–ED Kiddy Camp”. Organizing
  academic seminar and technology product sales.