2.2 Business Characteristics

  (1) Significant Changes & Development

In the years 2011, the Company had the following significant changes:

15/01/11 - Mr. Jeremy Kim San Liau resigned from the positions of
Managing Director (highest management), Executive Director and Managing
Director – Investment Banking.

17/01/11 - Mr. Tatsuya Konoshita was approved by the Securities &
Exchange Commission to be the Managing Director (highest management) in
replacement of Mr. Jeremy Kim San Liau.

23/02/11 - Mr. Jeremy Kim San Liau retired by ending of employment
contract from the position of Director.

02/03/11 - Mr. Deepong Sahachartsiri was appointed to be the new
Director (without power of management) in replacement of Mr. Jeremy Kim
San Liau.

14/03/11 - Dr. Vorapol Socatiyanurak resigned from the position of
Independent Director and Audit Committee member as he had very limited
time to carry out duties efficiently for many businesses.

21/03/11 - Mr. Saravut Busayarat resigned from the position of
Independent Director and Audit Committee member to join other securities
company.

29/03/11 - Mr. Pholdej Therdpithakvanij and Mr. Sonit Pitchyangkul were
appointed to be the new Independent Directors in replacement of Mr.
Saravut Busayarat and Dr. Vorapol Socatiyanurak, respectively.

19/04/11 - Mr. Sonit Pitchyangkul resigned from the position of
Independent Director due to health problem.

22/04/11 - Mr. Chokechai Tanpoonsinthana resigned from the position of
Independent Director and Chairman of Audit Committee due to health
problem.

  - Mr. Vikit Kachonnarongvanich resigned from the position of
  Independent Director and Audit Committee member as he had very limited
  time to carry out duties efficiently.

  - Mr. Yothin Viriyenawat resigned from the position of Director (with
  power of management) as he had very limited time to carry out
  marketing duties efficiently.

09/05/11 - Mr. Krit Phanratanamala was appointed to be the new
Independent Director.

24/05/11 - UOB Kay Hian Securities (Thailand) Public Company Limited
(“UOBKH”) sent an official letter to the Board to express an intention
to purchase the Company’s business in value of not exceeding Baht 954
million. And the Board approved in principle.

18/07/11 - Extraordinary General Meeting of Shareholders No. 1/2011
approved the Company’s sale and transfer of business to UOBKH. The
transfer included the right, benefit and interest to engage, employ or
otherwise contract the exclusive services of marketing officers, fixed
assets, rights relating to leases relating to the securities business,
securities and derivative business licenses, monetary assets, account
receivables and existing liabilities of US.

19/07/11 - Mr. Pholdej Therdpithakvanij resigned from the position of
Independent Director to join other listed company and to comply with the
SEC’s rule of being Audit Committee of other listed company.

21/07/11 - UOBKH made a tender offer to purchase securities from all
existing shareholders of the Company at Baht 5.58 per share, from
22/07/11 – 26/08/11.

22/07/11 - A.P.F. Holdings Company Limited and the A.P.F. Holdings
Company Limited Group sold all of their shareholdings in the Company to
UOBKH, and as a result, UOBKH become the parent company.

  - Asset Purchase Agreement was signed between US and UOBKH. The
  transfer to be completed within 120 days afterwards.

  - Mr. Mitsuji Konoshita resigned from the positions of Director
  (without power of management) and Chairman of the Board.

- Mr. Deepong Sahachartsiri resigned from the position of Director
(without power of management).

- Miss Tippranee Chatmanop resigned from the position of Director (with
power of management) and Executive Director.

- Mr. Krit Phanratanamala resigned from the position of Independent
Director.

- Mr. Tatsuya Konoshita resigned from the positions of Managing Director
(highest management) and Chairman of the Executive Board.

- Mr. Wee Ee-chao was appointed to be the new Director (with power of
management), Chairman of the Board and Chairman of Executive Committee.

- Mr.Tan Check Teck and Mr. Victor Yuen Tuck Choy were appointed to be
the new Directors (with power of management).

- Mr. Chaipat Narkmontanakum was appointed to be the new Managing
Director (highest management).

- Mr. Yothin Viriyenawat and Mrs. Prompuk Karoonworawong were appointed
to be the new Directors (without power of management).

25/07/11 - Mr. Tatsuya Konoshita resigned from the position of Director.

26/08/11 - Last day of tender offer period, UOBKH bought 157,796,396
shares of the Company, or 93.47% of its issued and paid-up share
capital.

21/09/11 - The Company sent a letter requesting permission from the SEC
to temporarily stop operating securities brokerage and derivative
brokerage businesses, from 25/10/11 onwards, both at its head office and
branches.

17/10/11 - The SEC granted the Company permission to temporarily stop
operating securities brokerage and derivative brokerage businesses.

  - Mr. Kosol Chantikul was appointed to be the new Independent Director
  and Chairman of Audit Committee.

- Mr. Nanthasit L Leksrisakul was appointed to be the new Independent
Director and Audit Committee member.

25/10/11 - The Company transferred securities brokerage and derivative
brokerage businesses to UOBKH, with only the credit balance customers
with a net asset value of Baht 247 million for which the Company had
already received cash in full being transferred, while other assets of
the Company are to be transferred later. At the same time, the Company
transferred its customer database, including all deposited shares and
cash for customers to UOBKH, who was assigned as custodian of these
assets.

  - As a result of business transfer to UOBKH, Rangsit Branch,
  Nakornsawan Branch and Nakornpathom Branch changed to branches of
  UOBKH.

28/10/11 - Mr. Viboon Chaisutyakorn was appointed to be the new
Independent Director and Audit Committee member.

30/11/11 - Extraordinary General Meeting of Shareholders No. 2/2011
approved the change of the Company’s FY2011 auditor from Ernst & Young
Office Limited to Deloitted Touche Tohmatsu Jaiyos Audit Co., Ltd. and
approved the auditing fee of Baht 550,000, exclusive of other non-audit
service and out-of-pocket expenses.

(2) The Company’s Business

The Company is licensed to perform 4 types of securities businesses,
namely, securities brokerage, securities dealing, investment advisory
and securities underwriting business. However, since 25 October, 2011,
the Company temporarily stopped securities brokerage business but still
continues specifically securities dealing, investment advisory and
securities underwriting businesses.

As at the end of 2011 the Company no longer has branch office, as the 3
branches; Rangsit, Nakornpathom and Nakornsawan were transferred to
UOBKH since 25 October 2011. However, it still has Cantor Fitzgerald as
an Exclusive Partner. The Company’s major revenues are presently from
debt securities business in debt instrument trading. In addition, the
Company also acts as a selling agent of unit trusts representing
altogether 15 asset management companies so that the customers will have
a wide variety to choose to invest and it also provides more investment
channel for them.

Moreover, Investment Banking Department provides the financial advisory
service which was licensed by the SEC. Such service comprises financial
advisory services including advising on merges & acquisitions, fund
raising by issuing various kinds of financial instrument such as common
and preferred stocks, bonds, debenture with warrant, etc. and listing
them in the Stock Exchange of Thailand as well as the Market for
Alternative Investment (MAI) according to the license provided.

(3) Income Structure of the Company

+-------------------------+------+-----+--------+-----+------+------+
| Income                  | 31   |     | 31     |     | 31   |      |
|                         | Dece |     | De     |     | Dece |      |
|                         | mber |     | cember |     | mber |      |
|                         |      |     |        |     |      |      |
|                         | 2009 |     | 2010   |     | 2011 |      |
|                         |      |     |        |     | (on  |      |
|                         |      |     |        |     | proc |      |
|                         |      |     |        |     | ess) |      |
+-------------------------+------+-----+--------+-----+------+------+
|                         | Mil  | %   | M      | %   | Mil  | %    |
|                         | lion |     | illion |     | lion |      |
|                         |      |     |        |     |      |      |
|                         | (B   |     | (Baht) |     | (B   |      |
|                         | aht) |     |        |     | aht) |      |
+-------------------------+------+-----+--------+-----+------+------+
| 1. Securities Business  |      |     |        |     |      |      |
| Income                  |      |     |        |     |      |      |
+-------------------------+------+-----+--------+-----+------+------+
| Brokerage Fees          | 14   | 60  | 213.36 | 70  | -    | -    |
|                         | 8.63 | .18 |        | .32 |      |      |
+-------------------------+------+-----+--------+-----+------+------+
| Fee and Service         | 4.34 | 1   | 4.47   | 1   | 1.28 | 2.37 |
|                         |      | .76 |        | .47 |      |      |
+-------------------------+------+-----+--------+-----+------+------+
| Gain(loss) on Trading   | 2    | 8   | 12.90  | 4   | 1    | 3    |
| in Securities           | 0.28 | .21 |        | .25 | 8.34 | 3.95 |
+-------------------------+------+-----+--------+-----+------+------+
| Interest & dividend on  | 3    | 14  | 33.61  | 11  | 3    | 6    |
| securities investment   | 5.93 | .55 |        | .08 | 2.90 | 0.90 |
+-------------------------+------+-----+--------+-----+------+------+
| Interest on loan        | 3    | 13  | 35.61  | 11  | -    | -    |
|                         | 2.30 | .08 |        | .74 |      |      |
+-------------------------+------+-----+--------+-----+------+------+
| Total Securities        | 24   | 97  | 299.95 | 98  | -    | -    |
| Business Income         | 1.48 | .78 |        | .86 |      |      |
+-------------------------+------+-----+--------+-----+------+------+
| 2. Other Income         | 5.47 | 2   | 3.45   | 1   | 1.50 | 2.78 |
|                         |      | .22 |        | .14 |      |      |
+-------------------------+------+-----+--------+-----+------+------+
| Total Income            | 24   | 100 | 303.40 | 100 | 5    | 10   |
|                         | 6.95 | .00 |        | .00 | 4.02 | 0.00 |
+-------------------------+------+-----+--------+-----+------+------+