Section 1

Executive Summary

-   United Securities Public Company Limited was founded on 1 April 1971
    with an initial capital of Baht 500,000 to conduct a securities
    business. The firm was selected as the Stock Exchange of Thailand’s
    member (SET) No. 38 in 1981 and became a member of the Thai Bond
    Dealers’ Club No. 49 in 1994. In 2001, the Company offered its
    Initial Public Offering (IPO) shares and was listed in the Stock
    Exchange of Thailand on 8 August 2001. In 2003, it applied for a
    financial advisory license from the Securities and Exchange
    Commission (SEC). The license was granted effective on 22
    December 2003. The Company used to have 2 subsidiary companies to
    handle the financial advisory business but since Jun. 2005, the two
    subsidiaries were sold to their management, i.e. Mr. Siripong
    Sombutsiri, as management buy-out as the Board of Directors were
    confident that this would not have any adverse effect to the
    Company’s performance as it already had its own Investment Banking
    team. Thus, at present the company does not have any subsidiaries.

-   The Company has a license to operate 4 types of securities business;
    namely, Securities Brokerage, Securities Trading, Investment
    Advisory and Securities Underwriting. Moreover, the Company also
    acquired Financial Advisory License from SEC. In addition, new
    objectives of 2 new types of business, namely Derivatives and
    Securities Borrowing & Lending, were newly registered in the year
    2005 to prepare for the company’s future expansion.

-   In 2005, there were twelve securities service offices or branches at
    Rangsit, Nakhon Sawan, Nakhon Pathom, Had Yai, Chonburi, Baan
    Pong(Rajburi), Udornthani, Sathorn, Ubonrajathani, Khon Kaen,
    Lampoon and Bang Na. However, as the performances of Had Yai and
    Chonburi branches had not performed as expected, both branches were
    closed toward the end of the year. As such,there are 10 branches at
    present.

-   In 2005, the company had restructured the organization suitable for
    future expansion by setting up two additional marketing units
    managed by the new Managing Director, Ms. Sudthida Chirapatsakul.
    However, 2 top management resigned, namely, Mrs. Sasitorn
    Phongsathorn, the President and Mr. Jirayuth Rungsrithong, the
    Managing Director in which Mrs. Wilaiwan Tantitham, the Vice
    Chairman of the Executive Board had temporarily taken up the
    President position.

-   In 2005, the company set up Risk Management Committee and Risk
    Management Department to take care of the various company’s
    operations risks while the Investment Committee scaled down its
    activities to comply with the Board of Director’s policy of Reducing
    investment exposure.

-   The significant risk factors of the Company are the risks arisen
    from the main business such as securities brokerage and underwriting
    businesses which detailed under “Risk factors” in section no. 2.1.

-   The Company’s paid-up capital has been increased to Baht 844 million
    as a result of an exercise of share warrants by both existing
    shareholders and directors and employees (ESOP scheme).

-   As of 31 December 2005, in its consolidated financial statements,
    the Company recorded total assets of Baht 1,289 million, total
    liabilities of Baht 242 million and shareholders’ equity of Baht
    1,046 million, having Baht 860 million registered capital and Baht
    844 million paid-up capital.

-   The Company’s net loss in 2005 was Baht 16.2 million, or Baht 0.12
    net loss per share (weighted average).

-   In early 2006, Wongkusolkit group, the Company’s major shareholder,
    decided to sell its stake in the Company totaling 42,923,520 shares,
    or equal to 25.43% of the Company’s paid-up capital, at Bht 8.04 per
    share to A.P.F. Holdings Company Limited which is a company
    registered in Thailand. The purchase of shares of the Company is
    considered as an acquisition of securities for the purpose of a
    business takeover by A.P.F. Holdings pursuant to the Notification of
    the Securities and Exchange Commission No. KorJor. 53/2545 Re:
    Rules, Conditions, and Procedures for the Acquisition of Securities
    for Business Takeovers dated 18 November 2002 (the “Takeover Rule”).
    Thus, A.P.F. Holdings is required to make a mandatory tender offer
    for all remaining securities of the Company in accordance with the
    Takeover Rule. ( Please see more information in Brief Profile and
    Significant Development Section)

-   In 2006, the Company’s scope of business is to offer services in
    four major businesses in securities brokerage, investment banking,
    securities analysis and other supporting functions. And when it
    comes to income generation based on its income structure, the
    company has four goals ; namely, incomes from securities brokerage
    service, investment banking service, securities investment and
    lending interest. Incomes from each structure are set to be 89 per
    cent, 2 per cent, 2 per cent and 7 per cent, respectively.