The Directors and Managers of the Stock Exchange of Thailand

(Translation)

Acquisition of Assets and Related Transaction

To: The Directors and Managers of The Stock Exchange of Thailand.

The Board of Directors of World Corporation Public Company Limited of3/2014 held on June 25, 2014, would like to report the resolution approved the related transaction for assets to details as follow: 1. Suvarnaphumi education development Co. Ltd 2. Burirum education Co. Ltd 3. Rajapruek education Co. Ltd 4. Rajapruek syndicate Co. Ltd 5. Northeastern international education Co. Ltd 6. Sakonnakhon education Co. Ltd

The Company would like to disclose information memorandum on connected party transaction as specified in the Notification of Capital Market Supervisory Board No. Tor Jor. 20/2551 Re: Rules of Entering into Connected Transactions and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Party Transactions B.E. 2546 (2003). The transaction details are as follows:

1. Date of transaction Prior to February 2015 after received approval from shareholders

2. Name of Parties concerned and relationship with the listed company The Seller: The shareholders of six companies are as follow. COMPAN COMPAN COMPAN COMPAN COMPAN COMPAN Y1 Y2 Y3 Y4 Y5 Y6 Mr. Chirasak Chiyachantana 99.9750% 99.9667% 45.5455% 87.1200% 99.3400% .% Mr. Vitayavarn Chiyachantana 0.0125% 0.0167% 0.0182% 0.0133% - - Father of Mr. Chirasak Chiyachantana Mrs. Sangsri Chiyachantana 0.0125% 0.0167% 54.4364% 12.8667% - - Mother of Mr. Chirasak Chiyachantana .Ms. Samrit Kunsantiet - - - - 0.34% 0.0067% Ms. Nartjarin Prittapinyo - - - - 0.32% 0.0067% Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Note: Suvarnaphumi education development Co. Ltd (COMPANY 1) Burirum education Co. Ltd (COMPANY 2) Rajapruek education Co. Ltd (COMPANY 3) Rajapruek syndicate Co. Ltd (COMPANY 4) Northeastern international education Co. Ltd (COMPANY 5) Sakonnakhon education Co. Ltd (COMPANY 6)

The buyer : World Corporation Public Company Limited (Buyer of COMPANY 1, 2, 5, 6) : Kanchanaburi education Co. Ltd (Subsidiary of World Corporation Public Company Limited) (Buyer of COMPANY 3, 4)

3. General characteristics of transaction (1) Suvarnaphumi education development Co. Ltd Date of Establishment October 2002 Nature of Business On-Campus classroom building for rent

Board of Director .Mr. Chirasak Chiyachantana Shareholders 1.Mr. Chirasak Chiyachantana .Mr. Vitayavarn Chiyachantana .Mrs. Sangsri Chiyachantana Relationship Director and Shareholder of the Suvarnaphumi education development Co. Ltd of the same group with the directors and shareholders of the Company. Core Assets Address : Moo TambonLatSawai AmphoeLumLukka Province PathumThani

Company Assets Ownership Commitments Suvarnaphumi Issued and paid-up capital : ,, Baht Suvarnaphumi SME BANK education development -Title deed number Area: Rai Ngan education Co. Ltd Square wah development Co. Building:: Clasroom Building Stories Ltd -Title deed number Area: RaiNgan Square wah Building:Clasroom Building Stories Clasroom Building Stories Estimated Asset Value by Independent Asset Valuer (Thai Property Appraisal Lynn Phillips Co., Ltd.) - 380,420,000 Baht Book Value of Main Assets 254,660,784.30 Baht Rental Expenses from Western University Average 2,898,236 Baht per month Financial Summary Suvarnaphumi education development Co. Ltd Statement of Financial Position As at June 18, 2014 Unit: Baht June 18, 2014 December31,2013 Assets Current Asset Cash and cash equivalent items 12,404,774.56 345,126.53 Other current assets 2,624,633.17 1,908,647.95 Total current asset 15,029,407.73 2,253,774.48 Non Current Assets Property, plant and equipment 254,660,784.30 259,394,654.21 Total non-current assets 254,660,784.30 259,394,654.21 Total asset 269,690,192.03 261,648,428.69

Additional Information: Unit: Baht June 18, 2014 December 31,2013 Plant ,,.00 ,,.00 Property ,,. ,,. Total 254,660,784.30 259,394,654.21

Suvarnaphumi education development Co. Ltd Statement of Financial Position (Cont.) As at June 18, 2014 Unit: Baht June 18, 2014 December 31,2013 Liabilities and Shareholders’ Equity Current Liabilities Other payables 7,711,621.67 3,991,494.70 Current portion of long-term loans 3,524,446.51 3,477,283.46

Total Current Liabilities 11,248,568.18 7,468,778.16 Non -Current Liabilities Long-term loans to related parties and accrued interest payable 186,233,243.78 180,799,511.79 Long-term Loans and accrued interest 70,533,985.55 71,668,390.65 Total Non-Current Liabilities 256,767,229.33 252,467,902.44 Total Liabilities 268,003,297.51 259,936,680.60 Shareholders’ Equity Issued and paid-up capital Authorized share capital 800,000 shares of 100 Baht 80,000,000.00 80,000,000.00

Paid-up share capital 800,000 shares of 100 Baht 80,000,000.00 80,000,000.00 Retained earnings (78,313,105.48) (78,288,251.91) Total Shareholders’ Equity 1,686,894.52 1,711,748.09 Total Liabilities and Shareholders’ Equity 269,690,192.03 261,648,428.69

Additional Information:

At 31 December 2013 - Account receivable includes deferred rental income 3,965,594.7 baht and Accrued audit expenses 25,900 baht - Loan from directors161,870,000 baht, Interest from Loan from directors 18,929,511.79baht At 18 June 2014 - Account receivable includes deferred rental income 7,674,121.67baht and Accrued audit expenses 37,500 baht - Loan from directors 161,870,000 baht Interest from Loan from directors 24,363,243.78 baht

Suvarnaphumi education development Co. Ltd Statements of comprehensive income One-year period ended June 18, 2014 Unit: Baht June 18, 2014 December 31,2013 Income Service incomes 11,674,218.06 20,336,960.84 Other incomes - - Total Income 11,674,218.06 20,336,960.84 Expenses Cost of services 0.00 (9,179,610.00) Administrative expenses (4,762,896.36) (5,326,453.50) Total Expenses (4,762,896.36) (14,506,063.50) Profit (loss) before finance costs and income tax expenses 6,911,321.70 5,830,897.34 Finance costs (6,936,175.27) (15,259,646.28) Net Profit (Loss) (24,853.57) (9,428,748.94) Basic earnings per share (0.03) (11.79) Additional Information: 1 January 2013 – 31 December 2013 - Cost of services จํานวน 9,179,610.00 baht , One-time renovation expenses -Administrative expenses include Audit fee , baht, Fire insurance premium51,250.56 baht and depreciation expenses 5,250,202.94 baht January 2014 – 30 June 2014 -Administrative expenses include Audit fee 1,5 baht, Fire insurance premium16,526.45 baht and depreciation expenses 4,733,869.91 baht Note: The Financial Statements for the year ended December were audited by Mr. Somchai Luangpongrat Authorized Auditor registration No. and financial statements ended June financial statements were not audited. (2) Burirum education Co. Ltd Date of Establishment 30 March 2005 Nature of Business Rental building, apartment building, gymnasium, tennis courts, basketball court, grandstand and food hall on the campus of Western University (Burirum) Board of Director .Mr. Chirasak Chiyachantana Shareholders 1. Mr. Chirasak Chiyachantana .Mr. Vitayavarn Chiyachantana .Mrs. Sangsri Chiyachantana Relationship Director and Shareholder of the Burirum education Co. Ltd of the same group with the directors and shareholders of the Company.

Core Assets Address Moo Tambon Banyang Amphoe Mueang Buriram Province Burirum

Company Assets Ownership Commitments Burirum Issued and paid-up capital : 60,000,000 Baht - Title deed number is owned TS Asset education Co. -Title deed number Area: 10 Rai Square wah by Burirum education Co. Ltd Management Ltd Building:Clasroom Building Stories - Title deed number Company Limited -Title deed number Area: Rai Square wah ,96920,97628 And buildings owned Building: :Octagon Building Stories by Dr. Chirasak Chiyachantana -Title deed number Area: Rai Ngan Square wah Building:: Gymnasium and Canteen -Title deed number Area: Rai Ngan Square wah Building::Dormitory Stories Buildings Estimated Asset Value by Independent Asset Valuer (Thai Property Appraisal Lynn Phillips Co., Ltd.) - 204,196,000 Baht Book Value of Main Assets 144,814,251.41 Baht Rental Expenses from Western University Average 1,608,720.78 Baht per month

Financial Summary Burirum education Co. Ltd Statement of Financial Position As at June 18, 2014 Baht June 18, 2014 April 30,2013 Assets Current Asset Cash and cash equivalent items 483,315.09 483,314.79 Trade and other receivables 1,176,331.14 221,930.84 Other current assets 1,120,656.95 1,120,656.95 Total current asset 2,780,302.88 1,825,902.58 Non Current Assets Property, plant and equipment 144,814,251.41 145,860,737.00 Total non-current assets 144,814,251.41 145,860,737.00 Total asset 147,594,554.29 147,686,639.58

Additional Information: Unit: Baht June 18, 2014 April 30,2014 Plant ,,.00 ,,.00 Property ,,. ,,.00 Total 144,814,251.41 145,860,737.00 Note : At 30 April 2014 Account receivable includes accrued rental income 221,930.84 baht At 18 June 2014 Account receivable includes accrued rental income 1,176,331.14 baht

Burirum education Co. Ltd Statement of Financial Position (Cont.) As at June 18, 2014 Baht June 18, 2014 April 30,2013 Liabilities and Shareholders’ Equity Current Liabilities Other payables 22,5 00.00 15,000.00 Current portion of long-term loans 8,596,530.44 7,561,472.30 Total Current Liabilities 8,619,030.44 7,576,472.30 Non -Current Liabilities Long-term loans from related parties 46,574,832.85 44,472,958.19 Long-term Loans and accrued interest 120,725,472.10 122,480,283.32 Non-Current Liabilities Others - - Total Non-Current Liabilities 167,300,304.95 166,953,241.51 Total Liabilities 175,919,335.39 174,529,713.81 Shareholders’ Equity Issued and paid-up capital Authorized share capital 600,000 shares of 100 Baht 60,000,000.00 60,000,000.00

Paid-up share capital 600,000 shares of 100 Baht 60,000,000.00 60,000,000.00 Retained earnings (88,324,781.10) (86,843,074.23) Total Shareholders’ Equity (28,324,781.10) (26,843,074.23)

Total Liabilities and Shareholders’ Equity 147,594,554.29 147,686,639.58 Additional Information:

At 30 April 2014 -Account receivable includes Accrued audit expenses 15,000.00 baht -Loan from directors 36,630,000.00 baht and accrued interest from loan from directors ,,. baht At 18 June 2014 -Account receivable includes Accrued audit expenses 22,500.00 baht -Loan from directors 38,362,317.34 baht and accrued interest from loan from directors 8,21,515.51 baht

Burirum education Co. Ltd Statements of comprehensive income One-year period ended June 18, 2014 Baht Income June 18, 2014 April 30,2013 Service incomes 954,400.30 11,004,097.54 Interest Income - - Other incomes - - Total Income 954,400.30 11,004,097.54 Expenses Cost of services - - Administrative expenses (1,053,985.59) (7,810,250.00) Total Expenses (1,053,985.59) (7,810,250.00) Profit (loss) before finance costs and income tax expenses (99,585.29) 3,193,847.54 (1,382,121.58) (1,382,121.58) (10,213,454.09) Net Profit (Loss) (1,481,706.87) (7,019,606.55) Basic earnings per share (.) (11.70)

Additional Information:

May 2013 - 30 April 2014 - Administrative expenses include Audit fee , baht and depreciation expenses 7,795,250 baht May 2014 - 18 June 2014 - Administrative expenses include Audit fee ,500 baht and depreciation expenses 1,046,485.59 baht

Note: The Financial Statements for the year ended April were audited by Mr.Pakapong Boonyakiat Authorized Auditor registration No. and financial statements ended June financial statements were not audited. (3) Rajapruek education Co. Ltd Date of Establishment August Nature of Business Rental of school buildings, school buildings, units of the Western University (Kanchanaburi) Board of Directors 1.Mr. Vitayavarn Chiyachantana .Mrs. Sangsri Chiyachantana .Mr. Chirasak Chiyachantana Shareholders 1.Mrs. Sangsri Chiyachantana .Mr. Vitayavarn Chiyachantana .Mr. Chirasak Chiyachantana Relationship Director and Shareholder of the Rajapruek education Co. Ltd of the same group with the directors and shareholders of the Company.

Core Assets

Company Assets Ownership Commitments Rajapruek Issued and paid-up capital : 55,000,000 Baht Rajapruek Title deed education Co. -Title deed number Area: Rai Ngan education Co. Ltd number, 3748 Ltd Square wah TS Asset Management Building::Clasroom Building Stories Company Limited -Title deed number Area: Rai Ngan Square wah Building::Clasroom Building Stories and Canteen - Title deed number Area: Rai Ngan Square wah -Title deed number Area: Rai Ngan Square wah Estimated Asset Value by Independent Asset Valuer (Thai Property Appraisal Lynn Phillips Co., Ltd.) - ,,. Baht Book Value of Main Assets 123,301,042.73 Baht Rental Expenses from Western University ,,. Baht per month

Financial Summary Rajapruek education Co. Ltd Statement of Financial Position As at June 18, 2014 Baht June 18, 2014 December 31,2013 Assets Current Asset Cash and cash equivalent items 148,781.32 166,765.86 Trade and other receivables 277,631.61 307,625.61 Other current assets 1,389,411.50 1,149,939.33 Total current asset 1,815,824.43 1,624,330.80 Non Current Assets Property, plant and equipment 123,301,042.73 101,190,921.14 Total non-current assets 123,301,042.73 101,190,921.14 Total asset 125,116,867.16 102,815,251.94

Additional Information: Unit: Baht June 18, 2014 December 31,2013 Plant ,,.00 ,,.00 Property ,,. 99,190,921.14 Total 123,301,042.73 101,190,921.14

Additional Information: At 31 December 2013 -Account receivable includes accrued rental income , baht and prepaid insurance premium ,. baht At 18 June 2014 -Account receivable includes accrued rental income , baht and prepaid insurance premium ,31. baht

Rajapruek education Co. Ltd Statement of Financial Position (Cont.) As at June 18, 2014 Baht June 18, 2014 December 31,2013 Liabilities and Shareholders’ Equity Current Liabilities Other payables 16,500.00 2,192,770.53 Current portion of long-term loans 6,823,322.03 6,697,996.54 Total Current Liabilities 6,839,822.03 8,890,767.07 Non -Current Liabilities Long-term loans from related parties 38,977,225.05 33,308,224.01 Long-term Loans and accrued interest 108,385,309.33 111,598,918.01 Total Non-Current Liabilities 147,362,534.38 144,907,142.02 Total Liabilities 154,202,356.41 153,797,909.09 Shareholders’ Equity Issued and paid-up capital Authorized share capital ---- shares of 100 Baht 55,000,000.00 30,000,000.00

Paid-up share capital ---- shares of 100 Baht 55,000,000.00 30,000,000.00 Retained earnings (84,085,489.25) (80,982,657.15) Total Shareholders’ Equity (29,085,489.25) (50,982,657.15) Total Liabilities and Shareholders’ Equity 125,116,867.16 102,815,251.94

Additional Information:

At 31 December 2013 -Account receivable includes Accrued audit expenses 1,000.00 baht, deferred rental income ,,. baht , tax, baht -Loan from directors 22,600,000baht and accrued interest from loan from directors ,,.baht At 18 June 2014 -Account receivable includes Accrued audit expenses 15,000.00 baht , tax, baht -Loan from directors 27,030,000.00 baht and accrued interest from loan from directors 11,947,225.05 baht

Rajapruek education Co. Ltd Statements of comprehensive income One-year period ended June 18, 2014 Baht Income June 18, 2014 December 31,2013 Rental Income 3,357,663.92 8,328,393.34 Profit from selling assets - 164,970.00 Total Income 3,357,663.92 8,493,363.34 Expenses Administrative Expenses (2,924,872.41) (6,278,607.75) Total Expenses (2,924,872.41) (6,278,607.75) Profit (loss) before finance costs and income tax expenses 432,791.51 2,214,755.59 Finance costs (3,535,623.61) (8,045,326.05)

Net Profit (Loss) (3,102,832.10) (5,830,570.46) Basic earnings per share (5.64) (19.44)

Additional Information: January 2013 – 31 December 2013 -Administrative expenses include Audit fee , baht, insurance premium 27,154.38 baht and depreciation expenses 6,241,453.37 baht January 2013 - 18 June 2014 -Administrative expenses include Audit fee 5, baht, insurance premium 29,994.00 baht and depreciation expenses 2,889,878.41 baht

Note: The Financial Statements for the year ended December were audited by Mr.Pakapong Boonyakiat Authorized Auditor registration No. and financial statements ended June financial statements were not audited.

(4) Rajapruek syndicate Co. Ltd Date of Establishment September 2002 Nature of Business Rental Rental apartment buildings, leisure buildings, garage parking for motorcycles, cafeterias, shops and facilities of the University of the Western University. (Kanchanaburi) Board of Directors 1.Mrs. Sangsri Chiyachantana .Mr. Vitayavarn Chiyachantana .Mr. Chirasak Chiyachantana Shareholders 1.Mrs. Sangsri Chiyachantana .Mr. Chirasak Chiyachantana .Mr. Vitayavarn Chiyachantana Relationship Director and Shareholder of the Rajapruek syndicate Co. Ltd. of the same group with the directors and shareholders of the Company.

Core Assets

Company Assets Ownership Commitments Rajapruek Issued and paid-up capital : 75,000,000 Baht Rajapruek syndicate Title deed syndicate Co. Ltd -Title deed number Area: Rai Ngan Square Co. Ltd number , wah Certificate of Building::Dormitory Stories Buildings, Canteen Utilization and Shopping area Number -Certificate of Utilization Number Area: Rai Certificate of Ngan Square wah Utilization -Certificate of Utilization Number Area: Rai Number Ngan Square wah SME Bank : Clasroom Building Stories -Title deed number 17942 Area: 11 Rai Ngan Square wah Estimated Asset Value by Independent Asset Valuer(Thai Property Appraisal Lynn Phillips Co., Ltd.) - ,, Bath (18 June 2014) - ,, Baht ( Complete )

Book Value of Main Assets 95,649,584.44 Baht Rental Expenses from Western University 489,898.50 Baht per month *Note: The rental expenses do not reflect the current value of main assets

Financial Summary Rajapruek syndicate Co. Ltd Statement of Financial Position As of As at June 18, 2014 Unit: Baht 18/6/2014 31/12/2013 Assets Current Asset Cash and cash equivalent items 831,822.69 15,578.89 Other current assets 712,901.18 619,755.39 Total current asset 1,544,723.87 635,334.28 Non Current Assets

Property, plant and equipment 95,649,584.44 36,503,174.21 Total non-current assets 95,649,584.44 36,503,174.21 Total asset 97,194,308.31 37,138,508.49

Additional Information:

Unit: Baht June 18, 2014 December 31,2013 Plant ,,.00 ,,.00 Property 80,649,584.44 21,503,174.21 Total 95,649,584.44 36,503,174.21

Rajapruek syndicate Co. Ltd Statement of Financial Position (Cont.) As of As at June 18, 2014 Unit: Baht 18/6/2014 31/12/2013 Liabilities and Shareholders’ Equity Current Liabilities Bank overdrafts - - Other payables 1,410,600.00 696,704.42 Current portion of long-term loans 2,256,717.82 1,560,841.83 Total Current Liabilities 3,667,317.82 2,257,546.25 Non -Current Liabilities Long-term Loans and accrued interest 49,807,490.91 51,282,632.71 Non-Current Liabilities Others - - Total Non-Current Liabilities 49,807,490.91 51,282,632.71 Total Liabilities 53,478,808.73 53,540,178.96 Shareholders’ Equity Issued and paid-up capital Authorized share capital ---- shares of 100 Baht 75,000,000.00 15,000,000.00 Authorized share capital ---- shares of 75,000,000.00 15,000,000.00 100 Baht Retained earnings (31,280,500.42) (31,401,670.47)

Total Shareholders’ Equity 43,719,499.58 (16,401,670.47) Total Liabilities and Shareholders’ Equity 97,194,308.31 37,138,508.49

Additional Information: At 31 December 2013 -Account receivable includes accrued rental income ,. baht Accrued audit expenses ,000.00 baht and, tax.- baht At 18 June 2014 -Account receivable includes accrued rental income 1,398,600.00 baht and Accrued audit expenses 2,000.00 baht Rajapruek syndicate Co. Ltd Statements of comprehensive income One-year period ended As at June 18, 2014 Unit: Baht 18/6/2014 31/12/2013 Income Service incomes 1,719,361.11 4,126,466.00 Total Income 1,719,361.11 4,126,466.00 Expenses Administrative expenses (885,954.81) (1,924,097.41) Total Expenses (885,954.81) (1,924,097.41) Profit (loss) before finance costs and income tax expenses 833,406.30 2,202,368.59 Finance costs (712,236.25) (2,167,957.82) Net Profit (Loss) 121,170.05 34,410.77 Basic earnings per share 0.16 0.23 Additional Information: January 2013 – 31 December 2013 -Administrative expenses include Audit fee 8, baht , insurance premium 8,895.55 baht , other fees , baht and depreciation expenses 1,843,551.86 baht January 2013 - 18 June 2014 -Administrative expenses include Audit fee 4,000.00 baht , insurance premium 28,365.04 baht and depreciation expenses 853,589.77 baht

Note: The Financial Statements for the year ended December were audited by Ms. Napaphach Pratchayaphinant Authorized Auditor registration No. and financial statements ended June financial statements were not audited.

5) Northeastern international education Co. Ltd Date of Establishment November 006

Nature of Business Rental Was set up to be used to apply for a license. Establishment of Private University Colleges in Surin Board of Director 1.Mr. Chirasak Chiyachantana Shareholders 1.Mr. Chirasak Chiyachantana . Ms. Samrit Kunsantiet .Mrs. Nartjarin Prittapinyo Relationship Director and Shareholder of the Suvarnaphumi education development Co. Ltd of the same group with the directors and shareholders of the Company.

Core Assets

Company Assets Ownership Commitments Northeastern international Issued and paid-up capital : 100,000,000 Northeastern international None education Co. Ltd Baht education Co. Ltd -Title deed number Area: Rai Building::Clasroom Building Stories : Clasroom Building Stories and Building 1 Story

Estimated Asset Value by Independent Asset Value (Thai Property Appraisal Lynn Phillips Co., Ltd.) - ,,.-Baht Book Value of Main Assets 102,000,000 Baht

Rental Expenses from Western University Baht per month

Financial Summary Northeastern international education Co. Ltd Statement of Financial Position As at June 18, 2014 Unit: Baht 18/6/2014 31/12/2013 Assets Current Asset Cash and cash equivalent items 4,100.00 4,100.00 Total current asset 4,100.00 4,100.00 Non Current Assets Property, plant and equipment 102,000,000.00 3,000,000.00 Total non-current assets 102,000,000.00 3,000,000.00 Total asset 102,004,100.00 3,004,100.00

Additional Information:

Unit: Baht June 18, 2014 December 31,2013 Plant ,,.00 ,,.00 Property 99,000,000.00 - Total 102,000,000.00 3,000,000.00

Northeastern international education Co. Ltd Statement of Financial Position (Cont.) As at June 18, 2014 Unit: Baht 18/6/14 31/12/13 Liabilities and Shareholders’ Equity Current Liabilities Other payables 42, 500.00 40,000.00 Total Current Liabilities 42,500.00 40,000.00 Non -Current Liabilities Long-term loans from related parties 3,025,284.04 2,958,210.62 Total Non-Current Liabilities 3,025,284.04 2,958,210.62 Total Liabilities 3,067,784.04 2,998,210.62 Shareholders’ Equity Issued and paid-up capital Authorized share capital 1,000,000 shares of 100 Baht 100,000,000.00 1,000,000.00

Authorized share capital 1,000,000 shares of 100 Baht 100,000,000.00 1,000,000.00 Retained earnings (1,063,684.04) (994,110.62) Total Shareholders’ Equity 98,936,315.96 5,889.38 Total Liabilities and Shareholders’ Equity 102,004,100.00 3,004,100.00

Additional Information: At 31 December 2013 -Account receivable includes Accrued audit expenses ,000.00 baht -Loan from directors 2,010,000.00 baht and accrued interest from loan from directors 948,210.62 baht At 18 June 2014 -Account receivable includes Accrued audit expenses 2,500.00 baht -Loan from directors 2,010,000.00 baht and accrued interest from loan from directors 1,015,284.04 baht Northeastern international education Co. Ltd Statements of comprehensive income One-year period ended June 18, 2014 Unit: Baht 18/6/2014 31/12/2013 Income Service incomes - Other incomes - - Total Income - - Expenses Administrative expenses (2,500.00) (5,000.00) Total Expenses (2,500.00) (5,000.00) Profit (loss) before finance costs and income tax expenses (2,500.00) (5,000.00) Finance costs (67,073.42) (145,725.00) Net Profit (Loss) (69,573.42) (150,725.00) Basic earnings per share (0.07) (15.07)

Additional Information:

January 2013 – 31 December 2013 -Administrative expenses include Audit fee , baht January 2013 - 18 June 2014 -Administrative expenses include Audit fee 2,500.00 baht

(6) Sakonnakhon education Co. Ltd Date of Establishment June 2008

Nature of Business Expected to be available to rent student housing Western University Watcharapol Campus(The building is under construction). Board of Directors 1.Mr. Chirasak Chiyachantana Shareholders 1.Mr. Chirasak Chiyachantana .Ms. Samrit Kunsantiet .Mrs. Nartjarin Prittapinyo Relationship Director and Shareholder of the Suvarnaphumi education development Co. Ltd of the same group with the directors and shareholders of the Company.

Core Assets

Company Assets Ownership Commitments Sakonnakhon Issued and paid-up capital : 150,000,000 Baht Sakonnakhon None education Co. Ltd -Title deed number4010 Area: Rai Ngan Square wah education Co. -Title deed number5440 Area: Ngan Square wah with Ltd Building 8 Stories

Estimated Asset Value by Independent Asset Valuer (Thai Property Appraisal Lynn Phillips Co., Ltd.) - 67,251,000 Bath (18 June 2014) - 179,751,000 Baht ( Complete ) Book Value of Main Assets 65,000,000.- Baht

Financial Summary Sakonnakhon education Co. Ltd Statement of Financial Position As at June 18, 2014 Unit: Baht 18/6/14 31/12/13 Assets Current Asset Cash and cash equivalent items 4,165.00 4,165.00 Trade and other receivables 17,697.54 17,697.54 Short-term loans 92,629,885.00 - Total current asset 92,651,747.54 21,862.54 Non Current Assets Property, plant and equipment 65,000,000.00 8,629,885.00 Total non-current assets 65,000,000.00 8,629,885.00 Total asset 157,651,747.54 8,651,747.54

Additional Information:

Unit: Baht June 18, 2014 December 31,2013 Plant 8,629,885.00 8,629,885.00 Property ,,.00 - Total 65,000,000.00 8,629,885.00

Sakonnakhon education Co. Ltd Statement of Financial Position (Cont.) As at June 18, 2014 Unit: Baht 18/6/14 31/12/13 Liabilities and Shareholders’ Equity Current Liabilities Other payables 32,500 .00 30,000.00 Others Current Liabilities - Total Current Liabilities 32,500.00 30,000.00 Non -Current Liabilities Long-term loans to related parties 9,556,645.75 9,301,700.00 Total Non-Current Liabilities 9,556,645.75 9,301,700.00 Total Liabilities 9,589,145.75 9,301,700.00 Shareholders’ Equity Issued and paid- up capital Authorized share capital ----- shares of 100 Baht 150,000,000.00 1,000,000.00

Authorized share capital100,000 shares of 100 Baht 150,000,000.00 1,000,000.00 Retained earnings (1,937,398.21) (1,679,952.46) Total Shareholders’ Equity 148,062,601.79 (679,952.46)

Total Liabilities and Shareholders’ Equity 157,651,747.54 8,651,747.54

Additional Information: At 31 December 2013 -Account receivable includes Accrued audit expenses ,000.00 baht -Loan from directors 7,640,000.00 baht and accrued interest from loan from directors,,. baht

At 18 June 2014 -Account receivable includes Accrued audit expenses 2,500.00 baht -Loan from directors 7,640,000.00 baht and accrued interest from loan from directors 1,916,645.75 baht Sakonnakhon education Co. Ltd Statements of comprehensive income As at June 18, 2014 Unit: Baht 18/6/2014 31/12/2013 Income Service incomes - - Total Income - - Expenses Administrative expenses (2,500.00) (5,000.00) Total Expenses (2,500.00) (5,000.00) Profit (loss) before finance costs and income tax expenses (2,500.00) (5,000.00) Finance costs (254,945.75) (553,900.00) Net Profit (Loss) (257,445.75) (553,900.00) Basic earnings per share (0.17) (5.59)

Additional Information: January 2013 – 31 December 2013 -Administrative expenses include Audit fee , baht January 2013 - 18 June 2014 -Administrative expenses include Audit fee 2,500.00 baht

Note: The Financial Statements for the year ended December were audited by Mrs. Orawan Asaneeyanon Authorized Auditor registration No. and financial statements ended June financial statements were not audited.

4. The total value of the consideration 4.1), the size of the transaction. The Company and its subsidiaries will purchase all 6 companies in the value of the paid-up capital. The total value of 520 million baht or 55.42 percent of the transaction value of the net tangible assets. Consolidated financial statements of the Company and its subsidiaries as at 28 February 2557 (938,213,106.68 baht). Total Company Company Company Company Company Company Transaction calculus No.1 No.2 No.3 No.4 No.5 No.6 Value (%) Transaction Size 8.53 6.39 5.86 7.99 10.66 15.99 55.42

4.2) The Acquired Assets. Total Company Company Company Company Company Company Transaction Criterion No.1 No.2 No.3 No.4 No.5 No.6 Value (%) NTA . na. na. na na 0.10 0.10% Net Profit na na. na. na na. na. na The total value of the consideration 7.75 5.81 5.32 7.26 9.68 14.52 50.34% na. refers to cannot be determined due to the Company's shareholders' equity or net loss. The purchase will be finance by using cash flow from company operation and loans from financial institutions. 5. Related Persons Names of Board of Directors and Shareholder of World Corporation with related party transactions are as follow. 1. Suvarnaphumi education development Co. Ltd No. Name Relationship Number of Shares % . Mr. Chirasak Chiyachantana Board Member and Shareholder 799,800 .% . Mrs. Sangsri Chiyachantana Shareholder .% Mother of Mr. Chirasak Chiyachantana 3. Mr. Vitayavarn Chiyachantana Shareholder .% Father of Mr. Chirasak Chiyachantana

2. Burirum education Co. Ltd No. Name Relationship Number of Shares % . Mr. Chirasak Chiyachantana Board Member and Shareholder 599,800 99.99667% . Mrs. Sangsri Chiyachantana Shareholder .67% Mother of Mr. Chirasak Chiyachantana 3. Mr. Vitayavarn Chiyachantana Shareholder .67% Father of Mr. Chirasak Chiyachantana 3. Rajapruek education Co. Ltd No. Name Relationship Number of Shares % . Mr.Chirasak Chiyachantana Board Member and Shareholder ,500 45.5455% . Mrs. Sangsri Chiyachantana Board Member and Shareholder , 54.4364% Mother of Mr. Chirasak Chiyachantana . Mr. Vitayavarn Chiyachantana Board Member and Shareholder 100 0.0182% Father of Mr. Chirasak Chiyachantana

4. Rajapruek syndicate Co. Ltd No. Name Relationship Number of Shares % . Mr. Chirasak Chiyachantana Board Member and Shareholder 653,400 87.1200% . Mrs. Sangsri Chiyachantana Board Member and Shareholder 96,500 12.8667% Mother of Mr. Chirasak Chiyachantana . Mr. Vitayavarn Chiyachantana Board Member and Shareholder 100 0.0133% Father of Mr. Chirasak Chiyachantana

5. Northeastern international education Co. Ltd No. Name Relationship Number of Shares % . Mr. Chirasak Chiyachantana Board Member and Shareholder 993,400 99.3400%

6. Sakonnakhon education Co. Ltd No. Name Relationship Number of Shares % . Mr. Chirasak Chiyachantana Board Member and Shareholder 1,499,800 99.8667%

World Corporation Public Company Limited (Board of Directors without rights) No. Name Relationship Number of % Shares . Mr. Chirasak Chiyachantana Board Member and Shareholder ,,, 80.77% . Mrs. Sangsri Chiyachantana Board Member and Shareholder 4,550,000000 12.98% Mother of Mr. Chirasak Chiyachantana . Mr. Chiraphol Chiyachantana Board Member and Shareholder 100,000,000 0.29% Brother of Mr. Chirasak Chiyachantana 4. Ms.Pattarawan Prasarnphanich Board Member and Shareholder 10,000 0.000029% Spouse of Mr. Chiraphol Chiyachantana 6. Sources of funds used The company’s source of fund will come from regular cash flow and the borrowing from the financial institution. The company will make a payment of 200 million baht at the time of purchase and at least 50 million baht per quarter thereafter. The total amount will be paid within 18 months. 7. Reasonable and necessary in the transaction 1. At present, the company leased lands and buildings from related parties to use in the normal operation. 2. Purchasing the related parties’ lands and buildings enables the company to reduce rental cost. 3. To add properties used in the operation of the company. 8. The opinions of the Board of Directors The directors who have interests and / or directors who are persons do not attend the meeting and vote are as follows. 1. Mr. Chirasak Chiyachantana 2. Mrs. Sangsri Chiyachantana 3. Mr. Chiraphol Chiyachantana 4. Ms.Pattarawan Prasarnphanich With the remaining directors constitute a quorum are as follows. 1. Mr. Prapakorn Samiti 2. Mr. Kriengkrai Boonlert-U-Thai 3. Col. Phanthip Katipagdeetham 4. Ms. Kusuma Palaprom The directors, who served as connected party and/or board of directors of related companies did not attend the board meeting and did not vote in the meeting. The remaining directors conducted the votes as follow. As notice of Capital Market supervisory board No. Tor Jor. 21/2551 Section 89/1. Topic is the rule to make the parties listed in concern specify for the company who made the parties listed must be setting the financial assistance to show the comment to shareholder in the case that have to consider any approval of the parties listed. As comment of Board of Director and Audit committee considered that the list that made above have reasonably and fair, and appoint JVS Financial Advisory Co., Ltd., an independent financial advisor, to present to the shareholder to consider approval the parties listed as above.

Board of Director already considered that the price to buy the companies’ shares have reasonably. Reference from the estimated price of land by independent velour has been approved by SEC.

9. The opinions of Audit Committee and/or directors different from the opinions of the Board of Directors - NO-

10. Reasons to do list 1. The Company to lease land and buildings of such a transaction. For use in the operation 2. Acquisitions will help keep costs down in rent per month. 3. Enhances the assets used in the operations of the company.

11. of the IFA. And the Property Appraiser to comment on the transaction 1. Features of the IFA. Independent Financial Adviser Shareholders and the The consent of the Commented on relationship of the independent financial independent financial adviser to public adviser to the company opinion

JVS Financial Advisory Limited. - None - consent July

2. Features of the Property Appraiser The Property Appraiser Shareholders and the The consent of the Commented on relationship of the independent evaluation assessed value of the to public opinion company JVS Financial Advisory Limited. - None - consent July

12. Other information that may affect the decision of the shareholders significantly - None –

13. Corporate Profile and Business Operations

1. History

World Corporation Public Company Limited (“the Company" or "WORLD"), formerly known as "Thai-Denmark Swine Breeder Public Company Limited", was founded in 1988 by Sanguan Jantaranukul under the name "Thai-Denmark Swine Breeder Company Limited" to operate a swine farming business. In December 1991, the Jantaranukul group distributed shares to outside parties, employees, and professional management, who had direct experience in the field of raising piglets and the breeding of Danish swine breeds, with the aim to promote and further develop the raising and breeding of swine breeders for distribution to farmers for further breeding.

The Company was registered as a public company on 27 January 1994 and changed its name to "Thai-Denmark Swine Breeder Public Company Limited". Its securities were listed on the Stock Exchange of Thailand on 30 August 1994.

In the year 2005, the Company faced financial difficulties, forcing it to enter the rehabilitation process under the bankruptcy law with Thai-Denmark Swine Breeder Public Company Limited as the plan administrator. During the implementation of the rehabilitation plan, the Company requested to revise the rehabilitation plan and extend the rehabilitation period from time to time until the rehabilitation was completed and the Central Bankruptcy Court ordered the Company to terminate the rehabilitation.

The important changes and developments of the Company can be summarized as follows.

Year Events and Important Developments

1988 Founded the Company under the name "Thai-Denmark Swine Breeder Company Limited"

1994 Registered as a public company and changed the name to "Thai-Denmark Swine Breeder Public Company Limited" with securities listed on the Stock Exchange of Thailand

1996 Invested in Srithai Feed Mill Company Limited at 40% of paid-up capital to set up a modern animal feed factory in Prachinburi province

2005 The Company faced liquidity problems. The Central Bankruptcy Court ordered rehabilitation and appointed the Company as the rehabilitation planner on 26 July 2005.

2006 The Central Bankruptcy Court issued an order approving the rehabilitation plan and appointed the Company as the rehabilitation plan administrator on 27 June 2006.

2013 On 27 March 2013, the plan administrator filed a request to revise the rehabilitation plan with the following main points 1) To repay all creditors in a single payment by calculating the present value of the Company's debts 2) Capital restructuring by increasing the registered capital 3) Transfer of assets in order to successfully settle debts. 4) Change the accounting period to correspond to new business operations.

The Central Bankruptcy Court issued an order approving the revised rehabilitation plan on 23 May 2013. The Company successfully implemented the rehabilitation plan with results as follows: o The Company successfully repaid debts to all creditors. o The Company sold the following notable assets 1) 4 land deeds including structures, which were the locations of swine breeding farms 2) furnished office suites 3) parent breed of swine and other assets to Thai-Denmark Farming Company Limited according to the terms in the asset purchase agreement and the land purchase agreement dated 27 May 2013. All of the money received from the sale of the assets was used to pay debts. o On 27 May 2013, the Company increased its registered capital from 166.50 million baht to 3,712.50 million baht by issuing 354,600,000 new ordinary shares with a par value of 10 baht per share. 330,000,000 shares were allotted by private placement at the par price, and 24,600,000 shares were reserved for the exercise of warrants. o The Company invested in Kanchanaburi Education Company Limited by acquiring 3,300,000 shares at a share price of 1,000 baht per share (par value 100 baht per share) for a total value of 3,300,000,000 baht by method of share swap with a ratio of 1 per 100 with 330,000,000 shares of the Company at a par value of 10 baht for a total value of 3,300,000,000 baht and registered the change in paid-up capital on 13 June 2013. o The Company changed its accounting period from the previous period “beginning on January 1 and ending on December 31 of each year” to “beginning on June 1 and ending May 31 of the next year”. The Director-General of the Revenue Department authorized the Company to change the accounting period on 21 May 2013. The plan administrator had proceeded according to the rehabilitation plan and implemented the plan successfully. Therefore, it filed a request to exit the rehabilitation plan on 2 July 2013. The Central Bankruptcy Court ordered the termination of the rehabilitation of the Company on 18 July 2013. The Extraordinary General Meeting of Shareholders No. 1/2013 held on 21 August 2013 approved for the Company to proceed as follows: o Appoint 8 additional directors for a total of 9 directors o Change the Company name to "World Corporation Public Company Limited" o Move the head office location to No. 4 Moo 11 Hathai Rat Road, Ladsawai Sub- district, Lam Luk Ka District, Pathum Thani Province 12150 o Amend the Memorandum of Association of the Company and Articles of Association of the Company to comply with the changes to the name of the Company and head office location The Annual General Meeting of Shareholders Year 2013 held on 27 September 2556 approved for the Company to change the par value of its shares from 10.00 baht per share to 0.10 baht per share.

2. Overview of the Company's Businesses

Originally, the Company was engaged in the complete lifecycle business of breeding and improving breeds of Denmark swine. However, after rehabilitation by method of swapping shares of the Company with shares of Kanchanaburi Education Company Limited, the business of the Company is now in investing in various businesses as a holding company with Kanchanaburi Education Company Limited as the core company. Kanchanaburi Education Company Limited is engaged in the business of private higher education institutions, being the recipient of the license to establish Western University. The corporate group structure as at 30 September 2013 is as follows:

Original Shareholders of Original Shareholders of World Corporation PCL Kanchanaburi Education Co., Ltd. (Formerly "Thai-Denmark Swine Breeder PCL")

95.20% 4.80%

World Corporation Public Company Limited Registered Capital 3,712,500,000 baht Paid-Up Capital 3,466,500,000 baht

100.00%

Kanchanaburi Education Company Limited Registered Capital 330,000,000 baht Paid-Up Capital 330,000,000 baht

100.00%

Western University

Kanchanaburi Education Company Limited (“Core Company”) was founded by the Chiyachantana family in 1996 under the name Nivadhana Development Company Limited to operate private higher education institutions. It later received a license for the establishment of private higher education institutions on 18 June 1997 and, therefore, established Nivadhana University, a private higher education institution. Nivadhana University, which was established on the occasion of His Majesty King Bhumibol Adulyadej giving royal command to bestow Her Royal Highness Princess Galyani Vadhana a new title, changing her name to "Her Royal Highness Princess Galyani Vadhana Kromma Luang Naradhiwas Rajanagarindra", has the goal to support the growth of Thailand's central region and distribute educational opportunities to other regions of the country in promoting the development of the nation's human resources. It has 4 core missions: producing graduates, conducting research, providing academic service to society, and the fostering and preservation of arts and culture. Nivadhana University is a juristic person under the Private Higher Education Institution Act B.E. 2522 which was amended as the Private Higher Education Institution Act (No. 2) B.E. 2535.

Year Important Events and Developments 1996 Founded under the name “Nivadhana Development Company Limited” with initial registered capital of 5 million baht

1997 Received license No. 2/ 1997 for the establishment of private higher education institutions on 18 June 1997.

1998 Established “Nivadhana University” as a juristic person according to the Private Higher Education Institution Act and received bachelor's and master's degree accreditation from the Office of the Higher Education Commission. It started its operations in teaching programs at the undergraduate and graduate levels, totaling 5 faculties including the Faculty of Business Administration, the Faculty of Law, the Faculty of Political Science, the Faculty of Engineering and Technology, and the Graduate School. The various programs were accredited by organizations such as the Federation of Accounting Professions, the Council of Engineers, the Thai Bar Association, and the Teachers Council of Thailand.

1999 Increased registered capital to 280 million baht

2004 Changed the company name to “Kanchanaburi Education Company Limited” along with changing the university name to “Western University”

2007 The Office of the Higher Education Commission accredited the university at the doctorate degree level according to the university's programs. The university, therefore, opened additional doctorate degree programs in various fields. At the bachelor's degree level, the Faculty of Nursing Kanchanaburi campus was established with programs accredited by the Thailand Nursing and Midwifery Council. Merged the Business Administration and Public Administration programs and integrated the Faculty of Political Sciences to become a part of the Faculty of Business Administration 2008 The Government Savings Bank cooperated with Western University to provide educational loans for the university's students. The University Council Committee approved for the university to conduct programs at external premises at the Western University Watcharapol Campus and Western University Buriram Campus in the Bachelor of Nursing Science Program in compliance with the Private Higher Education Institution Act B.E. 2546 amended (No. 2) B.E. 2550 and the ministerial regulations regarding Establishing Education at External Premises by Private Higher Educational Institutions B.E. 2553. The Faculty of Nursing Watcharapol campus was established first. The Office for National Education Standards and Quality Assessment (ONESQA) certified the university's education standards and quality on its second educational quality assessment with a "good" rating according to the National Education Act B.E. 2542. The University Council Committee approved the renaming of the Faculty of Business Administration to be the "Faculty of Business and Public Administration". Established the Faculty of Liberal Arts and the Faculty of Science to provide fundamental knowledge to year 1 and year 2 students of every faculty. Established the College of Network Education (CNE) to provide education via the Internet.

2009 The University Council Committee approved the opening of additional programs at the doctorate, master's and bachelor's degree levels and the establishment of new faculties consisting of the Faculty of Dentistry, the Faculty of Veterinary Medicine, the Faculty of Medical Technology, the Faculty of Nursing Watcharapol campus, and the Faculty of Public Health.

2010 – 2012 The University Council Committee approved the opening of additional programs. These programs were accredited by organizations such as the Medical Technology Council, the Thailand Nursing and Midwifery Council, the Veterinary Council, and the Dental Council.

2012 The Core Company changed its accounting period from the previous period “beginning on January 1 and ending on December 31 of each year” to “beginning on June 1 and ending on May 31 of the next year”. The university council approved the changing of the Thai name of the "Faculty of Business and Public Administration" and the renaming of the "Faculty of Engineering and Technology" to the "Faculty of Engineering".

2013 World Corporation Public Company Limited acquired 100.00% of the paid- up capital of Kanchanaburi Education Company Limited.

2.3 Kanchanaburi Education Company Limited Business Operations

Kanchanaburi Education Company Limited operates a private higher education institution business. It received a license to establish Western University which has 4 core missions: producing graduates, conducting research, providing academic service to society, and the fostering and preservation of arts and culture. This is to promote the development of the nation's human resources and to meet the national demand for higher education by producing human resources who are equipped with academic excellence, advanced skills in their profession, and commendable morals and ethics. Today the university has programs at 3 levels:

1. Bachelor's Degree Programs are offered in 8 faculties. Instruction can be divided into two types: 1.1 Regular On-Campus Learning: Students attend classes in classrooms in normal hours at locations designated by the university. There are approximately 1,500 students currently studying, whereby faculties offering instruction include the Faculty of Dentistry, the Faculty of Medical Technology, the Faculty of Nursing (Kanchanaburi, Watcharapol, and Buriram), the Faculty of Veterinary Medicine, the Faculty of Public Health, and the Faculty of Engineering. 1.2 Online Distance Learning: Students are not constrained in terms of travel and learning time, providing an opportunity for students who cannot attend classes in regular hours. The university has approximately 3,000 students at the bachelor's degree level who are currently studying in online distance learning programs, whereby faculties offering instruction include the Faculty of Law, the Faculty of Business and Public Administration and the Faculty of Public Health. 2. Master's Degree Programs There are approximately 1,500 students currently studying at this level. These programs are mainly online distance learning programs. The Master of Laws program is the only master's degree program with regular on-campus instruction. There are a total of 6 master's degree programs: 2.1 Master of Laws Program (MLW) in Public Law 2.2 Master of Business Administration Program (MBA) in Accounting and Finance and in Management and Marketing 2.3 Master of Education Program (MED) in Education Administration 2.4 Master of Public Administration Program (MPA) 2.5 Master of Public Health Program (MPH) in Public Health Administration 2.6 Master of Engineering Program (M.Eng.) in Engineering Management 3. Doctorate Degree Programs There are approximately 200 students currently studying at this level. Only regular on-campus instruction is offered. There are a total of 5 programs: 3.1 Doctor of Philosophy Program in Public Administration 3.2 Doctor of Philosophy Program in Education Administration 3.3 Doctor of Business Administration Program 3.4 Doctor of Laws Program 3.5 Doctor of Philosophy Program in Public Health

Income Structure The income structure of Western University for the years 2011 –2013 (accounting period beginning on June 1 and ending on May 31 of the next year): unit: million baht For the 12 months as For the 12 months as For the 12 months as ended May 31 ended May 31 ended May 31 Income from higher education Audited Financial Audited Financial Audited Financial programs Statement Statement Statement 2011 2012 2013 Value % Value % Value % Bachelor's Degree Programs - On- 158.99 47.42 157.17 44.99 203.35 38.68 Campus Bachelor's Degree Programs - 63.99 19.09 57.11 16.35 67.73 12.88 Online Master's Degree Programs 60.80 18.14 101.96 29.19 177.38 33.74 Doctorate Degree Programs 51.47 15.35 19.64 5.62 32.81 6.24 Income from Fees - - 13.47 3.86 44.45 8.46 Total Income 335.25 100.00 349.35 100.00 525.72 100.00

Goals for Business Operations

Due to the restructuring of the business from an agricultural business to a holding company with the core business of the corporate group of companies being the management of a private university which has seen consistently successful operations in the past, the Company has therefore set new goals for business operations, by having the university increase its income by no less than 20 percent per year and create returns to the Company in the form of dividends at an appropriate ratio.

In the preceding period, the university has opened new programs along with improving classroom buildings and has considerably prepared the equipment and tools essential for teaching in fields related to health science, for which management has recognized that health science is essential to the country at large and will become even more important in the future. Producing graduates in these disciplines, which are in demand in the labor market, will also contribute to the development of the community's public health.

In addition, the Company has goals to add other income sources in the future as well as develop its personnel to have the knowledge and capabilities to provide educational services, and to improve the overall quality of the university to gain the acceptance and trust of the general public.

3.2 Marketing, Competition, and Industry Trends 3.2.1 Marketing Characteristics The university's operations involve providing education services to individuals who wish to pursue higher level education. In addition to being prepared in terms of program curriculums, professors, textbooks, teaching materials or laboratory equipment, and classrooms, the university must also create confidence in the program curriculums and the quality of education to make them acceptable to the regulatory organizations and the various related professional associations. The university has prepared well in every aspect that is accepted by the university council, the various related professional associations, and the OHEC. In the offering of programs, there must be readiness in terms of the course content, the number of professors with appropriate academic qualifications and experience, the number and type of related textbooks in each discipline, and the equipment required for learning and for related experiments.

Key Strategies in Business Operations 1. Not producing graduates beyond market demand, but instead focusing on faculties that do not yet have enough graduates to support the needs of the country. For example the fields related to health sciences for which there is a great shortage of personnel in many disciplines. 2. Not competing by reducing tuition fees, but instead focusing on the intensity of the program curriculums which will be continually improved and developed. 3. Controlling the quality of the professors by selecting highly qualified individuals who have great experience, knowledge, and expertise in their respective professional disciplines. 4. The prompt availability of various facilities of the university and learning media which are modern and efficient.

Characteristics of Customers and Target Group

The university's target customer group is individuals who have graduated from high school or equivalent level from institutions that are accredited by the Ministry of Education and are of at least 17 years of age in their year of admission. They must have a healthy mental and physical state with no serious infectious diseases or other diseases which may impede learning in their profession. They must also have good behavior and must never have been sentenced to imprisonment by court or have an active criminal case.

In addition, the university has an online distance learning system in the social science and business administration disciplines. Therefore, it has the capability to service individuals interested in higher level education from almost anywhere in the country.

Industry Overview

Private higher education institutions refer to higher education institutions that operate under the administration of a private organization, which are currently under the regulation of the Office of the Higher Education Commission (OHEC) (formerly called Ministry of University Affairs) under the Ministry of Education. Programs that are allowed to be opened must receive accreditation from OHEC, whereby OHEC submits the programs to the Office of the Civil Service Commission (OCSC) for accreditation so that graduates of the program can enter the civil service with a salary equivalent to that of state-owned higher education institutions.

From past government policies which encouraged the establishment of new universities to support the country's growth, the latest data from OHEC shows that Thailand now has 15 autonomously operated universities and 65 state operated higher level educational institutions (including Rajabhat universities and the Rajamangala universities of technology) for a total of 80 institutions. At the same time, there are 40 private universities, 9 private institutions, 22 private colleges, and 21 community colleges. Therefore, there is quite a high level of competition between higher education institutions, for example aggressive headhunting of professors, executives, and general educational personnel, or competition using pricing policies. This has resulted in a drop in the quality or standards of education at some institutions, partly due to the state-owned regulatory organizations such as OHEC or the Office for National Education Standards and Quality Assessment (Public Organization) (ONESQA) which do not have enough personnel, therefore, possibly hindering thorough overseeing of all higher education institutions.

Today, the government has a policy to not establish any additional state-owned higher education institutions, but to instead encourage the merging of institutions together to reduce budget and reduce duplication of work in education administration, for example, Princess of Naradhiwas University and Nakhon Phanom University. In establishing new higher education institutions, the Office of the Higher Education Commission has defined procedures for the regulation system that includes research to shows the demand for higher education institutions, which must be considered for requests to establish new higher education institutions. This is so that there is no oversupply in each area. The demand or true amount of citizens that wish to enroll must be proven in order to establish the new institution. Thus it is harder to establish new private higher education institutions because almost every province already has a higher education institution existing.

Industry Trends

Entering into the ASEAN Economic Community (AEC) in the year 2015 creates new opportunities and new challenges in multiple dimensions for higher education institutions including the role of producing graduates to the labor market. Meanwhile, it is necessary to strengthen the competitiveness of the organization in the highly competitive market of educational businesses for which competition will only further intensify. Both state and privately owned universities have, therefore, started to adapt to prepare for the opening of the ASEAN Economic Community with a vision focused on producing labor for the ASEAN market and opening more international programs in each field.

Summary of the financial position and results of operations. World Corporation Limited (PCL). Unit: thousand Baht As at December As at December As at December As at December Statement of financial position amount % amount % amount % amount % Assets Cash and bank balances 1,779 0.55 10,379 3.88 1,671 0.75 224 0.45 Investments 125 0.04 17,094 6.39 9,500 4.27 Trade and other receivables 24,195 7.52 5,336 2.00 5,334 2.40 134 0.27 Inventories 112,186 34.85 126,008 47.10 88,230 39.65 Property income receivable 46,128 91.71 Non-current assets held for sale 1,139 2.26 Total current assets 138,285 42.96 158,817 59.37 104,735 47.07 47,625 94.69 Pledged time deposits 38 0.01 38 0.01 38 0.02 38 0.07 Breeders 19,492 6.06 37,563 14.04 30,633 13.77 Property, plant and equipment 163,784 50.88 69,066 25.82 73,996 33.25 Deferred tax assets 11,172 5.02 2,623 5.22 Other assets 283 0.09 2,025 0.76 1,948 0.87 10 0.02 Total assets 321,882 100.00 267,509 100.00 222,522 100.00 50,296 100.00

Unit: thousand Baht

As at December As at December As at December As at December Statement of financial position amount % amount % amount % amount % Current liabilities Accounts and notes payable 43,417 13.49 42,967 16.06 48,304 21.71 Short-term loans from related parties. 350 0.11

Under the plan, due in one year. 117,535 36.51 4,324 1.62 6,324 2.84 Total current liabilities 161,302 50.11 47,291 17.68 54,628 24.55 Under the reorganization plan 405,975 126.13 412,371 154.15 411,732 185.03 60,330 119.95

Employee benefit obligations 2,744 1.03 3,130 1.41 Total liabilities 567,277 176.24 462,406 172.86 469,490 210.99 60,330 119.95

Shareholder Equity Issued and paid up capital @ . Baht . 166,500 331.04 million shares of common stock 166,500 51.73 166,500 62.24 166,500 74.82 Share premium 74,000 22.99 74,000 27.66 74,000 33.25 74,000 147.13 Net income (loss) - statutory 15,548 4.83 15,548 5.81 15,548 6.99 15,548 30.91 Net income (loss) - not yet allocated (501,443) (155.79) (450,945) (168.57) (503,016) (226.05) (266,082) (529.03) Total equity attributable to shareholders (245,395) (76.24) (194,897) (72.86) (246,968) (110.99) (10,034) (19.95) Total liabilities and shareholders 321,882 100.00 267,509 100.00 222,522 100.00 50,296 100.00

Unit: thousand Baht

For the year ended Dec. , For the year ended Dec. , For the year ended Dec. , Statements of Income For the year ended Dec. , amount % amount % amount % amount % Revenue 357,244 59.79 488,005 96.48 400,919 99.33 138,016 33.55 Other income 3,861 0.65 3,937 0.78 2,606 0.64 808 0.20 Gain on debt restructuring 236,365 39.56 10,028 1.98 205,924 50.06 Profit on Sale of Assets 106 0.03 66,575 16.19 Reversal of allowance for impairment of assets 3,819 0.76

Total Income 597,470 100.00 505,789 100.00 403,631 100.00 411,323 100.00 Cost of sales 270,316 45.24 405,537 80.18 424,279 105.12 141,450 34.39 Expenses 4,059 0.68 5,611 1.11 5,145 1.27 1,819 0.44 Administrative expenses 23,071 3.86 29,855 5.90 28,810 7.14 19,676 4.79 Financing costs 4,456 0.75 14,287 2.83 8,641 2.14 2,895 0.70 Total costs and expenses 301,902 50.53 455,290 90.02 466,875 115.67 165,840 40.32 Profit (loss) before tax 295,568 49.47 50,499 9.98 (63,244) (15.67) 245,483 59.68 Tax Income (77.21) (0.02) 8,548 2.08 Profit (loss) Net 295,568 49.47 50,499 9.98 (63,167) (15.65) 236,935 57.60 Earnings (loss) per share 17.75 3.03 (3.80) 14.23

Number of shares (Unit: thousand shares). 16,650 16,650 16,650 16,650

Unit: thousand Baht Statement of Cash Flows 2553 2554 2555 For months of Cash flows from operating activities

Net Profit (loss) 295,568 50,499 (63,243) 245,483

Adjustments to reconcile net income (loss) to net cash provided by (used in) operations Depreciation 10,193 8,971 5,547 2,564 Depreciation of species 3,560 4,863 10,666 4,784 Doubtful Debt 560

The cost of post-employment benefits 2,744 386 (3,130) Reversal of provision for impairment of assets (3,819)

Reversal of provision for diminution in value of the goods 1,235 (315) 1,978 (2,677)

Loss of breeding swine culled 5,371 7,605 11,924 2,853 Gain on disposal of assets (239) (30) (106) (66,575)

Gain on debt restructuring (236,365) (10,028) (205,924)

Interest 3,958 13,678 8,641 2,699 Profit (loss) from operations before changes in working capital 83,281 74,168 (23,647) (19,923)

Operating assets Decrease (increase)

(Increase) decrease in trade accounts and notes receivable - net (21,580) 18,858 (558) (1,778) (Increase) decrease in inventories - net (36,965) (13,507) 35,800 15,889

(Increase) decrease in other assets 44 (1,737) 81

Increase (decrease) in trade and other payables (19,306) (450) 5,338 2,889

Unit: thousand Baht Statement of Cash Flows 2553 2554 2555 For months of Net cash provided by (used in) operating activities 5,474 77,332 17,014 (2,923)

Interest (607) (1,190) (2,307) (913)

Income tax expense (3) (5) (4) (1)

Net cash provided by (used in) operating activities 4,864 76,136 14,703 (3,837)

Net cash provided by (used in) investing activities

Investments increased (1) (16,970) 7,594 9,500

Purchase of fixed assets (1,342) (14,558) (10,477) (1,180)

Sale of fixed assets 400 30 107 143,954 (Increase) decrease in pig breeders (12,153) (30,539) (15,661) (6,304)

Net cash provided by (used in) investing activities (13,096) (62,037) (18,437) 145,970

Cash flows from financing activities

Increase (decrease) in liabilities under the contract (112)

Short-term loans from related parties 350 (350)

Repayment of borrowings from related parties (250)

Repayment of obligation under the plan (517) (5,150) (4,973) (143,580)

Net cash provided by (used in) financing activities (529) (5,500) (4,973) (143,580)

Cash and bank balances increase (decrease) (8,761) 8,599 (8,707) (1,447)

Cash and bank balances at beginning of the period 10,540 1,779 10,378 1,671

Cash and bank balances at end of period 1,779 10,378 1,671 224

Ratios 2553 2554 2555 2556 (January - May) Liquidity Ratio

Current Ratio 0.86 3.36 1.92 0.79

Quick Ratio 0.16 0.69 0.30 0.01

Cash Flow Ratio 0.03 0.73 0.29 (0.16) * Accounts receivable turnover ratio 1.16 1.58 1.29 2.13 * The average collection period (day) 311 228 279 169

Inventory Turnover 2.87 3.41 3.96 7.70 * Average Sales Period (day) 126 106 91 47

Payable Turnover 6.52 9.39 9.30 14.06 * Repayment period (day) 55 38 39 26

Cash Cycle (day) 381 295 331 190

Profitability Ratio The gross margin ( % ) 24.33 16.90 (5.83) (2.49) Gross profit from Operations ( % ) 16.74 9.63 (14.30) (18.06) Other Margin ( % ) 40.21 2.76 0.66 50.26

Cash to Earnings Ratio ( % ) 8.13 161.99 (25.65) 15.39

Net Profit Margin ( % ) 49.47 9.98 (15.65) 57.60 Return on equity ( % ) (75.17) (22.94) 28.59 (442.52) * Efficiency Ratio

Ratios 2553 2554 2555 2556 (January - May) Return on Assets ( % ) 98.35 17.14 (25.78) 416.87 * Return on fixed assets ( % ) 209.92 43.37 (88.31) 1,536.95 * Asset Turnover 1.99 1.72 1.65 7.24 * Financial Policy Ratio Debt to equity shares (2.31) (2.37) (1.90) (6.01)

Interest Coverage Ratio 9.02 64.95 7.38 (3.20)

Note: in the following years. For comparison Discussion and Analysis of Financial Position and Results of Operations

Overview of the Business Operations of World Corporation Public Company Limited (the "Company")

Formerly, the Company was engaged in the business of raising swine and selling swine breeders. Later the Company experienced liquidity problems and the Central Bankruptcy Court ordered the Company to enter rehabilitation. The Company implemented the rehabilitation plan successfully, and the Central Bankruptcy Court ordered the termination of the rehabilitation. The Company then changed its existing business operations to become a holding company by acquiring 100% of the paid-up capital of Kanchanaburi Education Company Limited which operates a higher education institution business, being the recipient of the license to establish the private higher education institute named "Western University".

Results of operations and financial position for the year 2010 as ended 31 May 2013 display the results of operations in the former business, which can be summarized as follows.

Results of Operations

Income from Sales and Net Income

In 2010, the Company received income of 357.24 million baht from selling swine breeders and finishing swine. It increased by 36.60% to 488 million baht in 2011 but decreased by 17.85% in 2012 to 400.92 million baht. The net income in 2010 equaled 295.57 million baht and decreased to 50.50 million baht in 2011 and became a net loss of 63.17 million baht in 2012 due to the following reasons:

1. Swine Production and Market Prices

In 2010, the Company had an increase in the number of swine produced compared to the previous year. At the same time, the average sale price of all types of swine rose due to the state of a swine epidemic in some regions of the country, causing the total output of swine produced in the country to decline. Because the Company's farms were closed systems, they were not affected by the epidemic, which had effects until 2011 causing shortage of swine and swine supply not meeting consumption demand. The continuous rising price of swine led to increased swine farming and a high amount of swine produced in 2012, while consumption stayed at the same level. This caused volatility in the price of swine with a downward trend. The Company therefore reduced its swine production which led to a decline in income from sales compared to the previous year. For the 5 months as ended 31 May 2013, the Company received an income of 138.02 million baht from selling crossbred swine breeders and finishing swine at improved swine sale prices. The improvement in swine sale prices resulted from the slump in sale prices in the previous year causing minor swine farmers to reduce production to avoid losses which lead to the start of a swine shortage in early 2013. 2. Animal Feed Costs

The cost of sales consisted of the costs for animal feed, medicine and vaccine costs, direct labor costs, farm leases, depreciation, and other costs. In 2010, the price of raw materials for animal feed rose by a small margin, except for cassava, for which prices rose by a large margin due to damage from plant disease. In 2011, the price of raw materials for animal feed rose further due to agricultural damage from natural disaster which continued to affect the prices in 2012, resulting in elevated prices for all raw materials for animal feed, especially corn and soybean meal. For example, droughts in the United States of America lead to elevated corn and soybean meal prices with Thailand having to import more than 90% of its soybean and soybean meal demand. This, in addition to the government policy of subsidies, elevated the prices of rice, cassava and corn, resulting in raw materials for animal feed such as rice bran, broken-milled rice, corn, and cassava types, to rise in price.

For the 5 months of 2013, the Company experienced a gross loss ratio of 2.49% due to the cost of raw materials for animal feed still having high prices. However, the Company received a profit of 205.92 million baht from restructuring its debt and a profit of 66.57 million baht from selling its assets, thus leading to a profit of 236.93 million baht for the Company.

Financial Position

1. Liquidity

As at 31 December 2010, the Company had a liquidity ratio of 0.86 which rose to 3.36 in 2011 and fell to 1.92 in 2012 due to the Company having increased inventory of unsold swine during 2010-2011, which decreased in the year 2012. Temporary investments and cash deposits decreased. Current liabilities as at end of year 2011 decreased due to a decrease in delinquent debts under the rehabilitation plan resulting from requests to revise the plan that were approved by the Central Bankruptcy Court. Current liabilities as at end of year 2012 increased by a small margin.

2. Assets

In the year 2010, the net assets of the Company increased by 42.72 million baht from the previous year, but in 2011 and 2012 net assets decreased by 54.37 million baht and 44.99 million baht respectively due to the Company transferring ownership of land, farm structures, and all equipment and tools of its Lat Takhian farm in 2011 in order to repay its debts according to the rehabilitation plan. For the year 2012 the cause of the decrease in net assets was reduced inventory of unsold swine produce by a value of 37.77 million baht and reduced inventory of swine breeders by a value of 6.93 million baht.

As at 31 May 2013, the net assets of the Company totaled 50.29 million baht and consisted of accounts receivable for assets not paid for by debtor Thai-Denmark Farming Company Limited. The remaining unpaid debts are scheduled to be repaid in the next financial quarter. This is due to the Company selling its entire main swine farming assets to Thai-Denmark Farming Company Limited to repay its debts according to the revised rehabilitation plan. Those assets consisted of:  accounts receivable  inventory of unsold produce  crossbred swine breeders, finishing swine, and piglets  4 land deeds with structures located at Pak Chong District, Nakhon Ratchasima Province, which is the location of the Pak Chong Farm for breeding swine breeders and piglets  furnished office suites

The accounts receivable and other assets were sold at book price while the inventories of swine were sold at market price and the Pak Chong farm was sold at a market price appraised by an independent appraiser appointed by the Company.

3. Capital Expenditure

Between the years 2010 – 2012, the Company repaired and renovated farm structures and farm worker accommodation in all 3 of its farms to be appropriate for swine raising, livestock feeding, and pharmaceutical usage. It also improved the environments within the farms to adhere to farm management system standards and was certified as a farm that meets standards by the Department of Livestock Development.

4. Liabilities

After the successful implementation of the rehabilitation plan, the Company has no liabilities other than the liabilities under the rehabilitation plan that are still in the process of repayment, which will be completed within the next month. As of 31 May 2013 the Company has total liabilities of 60.33 million baht. The scheduled payments to creditors will be for the following amounts:

 Group of Creditors 1 49,464,011.27  Group of Creditors 3 9,613,076.58  Group of Creditors 5 449,271.60  Group of Creditors 6 803,758.63

Total Remaining Liabilities according to Rehabilitation Plan 60,330,118.08

5. Shareholders' Equity

After the successful implementation of the rehabilitation plan, as at 31 May 2013 the Company has accumulated deficit of 10.34 million baht, a reduction of 236.63 million baht compared to the previous year. Its registered capital increased from 166.50 million baht to 3,712.50 million baht from the issue of 356.60 million new ordinary shares at a par value of 10 baht to support the investment under the revised rehabilitation plan which includes paying for 330 million shares at a price of 10 baht per share by share swapping with shares of Kanchanaburi Education Company Limited in the next quarter.

6. Key Financial Ratios

Liquidity Ratio In the years 2010 – 2012 the Company had a liquidity ratio of 0.86, 3.36 and 1.92 respectively. As of 31 May 2013 its liquidity ratio is 0.79 which declined from the previous year due to total assets decreasing by 172.23 million baht from the selling of all assets to repay debts under the rehabilitation plan.

Profitability Ratio As of 31 May 2013 the gross loss ratio of the Company is 2.49%. The gross profit margin continued to decline in the last 3 years. The Company has continued to suffer losses and is unable to pay dividends. Despite improvements to increase the swine production output, swine sale prices were extremely volatile due to fluctuating demand and supply, while animal feed and medicine costs have risen.

Debt-to-Equity Ratio In the years 2010 - 2012 the Company had a debt-to-equity ratio of (2.31), (2.37) and (1.90) respectively. The shareholders' equity deficit of the Company decreased in 2011 due to good operating results. But in 2012 the shareholders' equity deficit increased due to the Company suffering a net loss from its operating results. As of 31 May 2013 the debt-to-equity ratio of the Company is (6.01). The liabilities of the Company have decreased by a large amount due to the repaying of debts to creditors according to the revised rehabilitation plan. The shareholders' equity deficit decreased due to the realization of profit from selling assets and debt restructuring.

Additionally, the Company has increased its registered capital by 3,546 million baht for a total registered capital of 3,712.50 million baht. The Company increased its paid-up capital to 3,466.50 million baht in June 2013.

Please kindly be informed accordingly,

Yours Sincerely,

Associate Professor Dr.Chirasak Chiyachantana