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.

-   The Company operates under securities license with 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
    2005, 2 new types of business objectives, namely Derivatives and
    Securities Borrowing & Lending, were registered to prepare for the
    company’s future expansion. However, the Derivatives license has not
    yet been approved by the SEC and since there was still very small
    volume in the market, the Company therefore, decided to suspend the
    re-submission of license for approval.

-   Since June, 2005, the two subsidiaries companies, namely United
    Advisory Service Co., Ltd. and Siam Chai Sri Co., Ltd. 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 was 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 company.

-   In early 2006, Wongkusolkit group, the Company’s major shareholder,
    sold 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 required the A.P.F.
    Holdings to make a mandatory tender offer for all remaining
    securities of the Company in accordance with the Takeover Rule.
    After the tender offer, A.P.F. Holdings had acquired a total of
    132,565,419 shares or equal to 78.53% of the Company’s total paid up
    capital and became the Company’s new major shareholder while the
    Company’s status remains as a listed company in the Stock Exchange
    of Thailand.

-   After the new major shareholder coming in, the Company has
    reorganized its Directors’ structure by which there were 4 Directors
    resigned, namely, Mr. Vitoon Wongkusolkit, Mr. Kulvat Janvatanavit,
    Mrs. Wilaiwan Tantitham and Mr. Verajet Vongkusolkit and the
    replacement were Mr. Mitsuji Konoshita as Chairman of the Board, Mr.
    Tatsuya Konoshita as Chairman of the Executive Board and Mr. Jeremy
    Liau as Managing Director.

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-   In 2006, there were 4 new branches opened of which 2 were full
    branches, namely, Yala, Asoke and the other two were Online
    Branches, namely Bae Tong and Sakonnakorn Branches while Sathorn and
    Baan Pong Branches had been closed. Consequently, as at the end of
    the year 2006, the Company had totaling 12 branches, namely the
    aforementioned 4 branches and the existing branches, i.e. Rangsit,
    Nakhon Sawan, Nakhon Pathom, Udornthani, Ubonrajathani, Khon Kaen,
    Lampoon and Bang Na.

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-   The significant risk factors of the Company are the risks arisen
    from the main business ,i.e. securities brokerage business such as
    the risk from branch opening, the relying on big volume customers,
    the risk from granting loan to customers on credit balance system
    and the risk on being dominant by major shareholder, etc. which
    detailed under “Risk factors” in section no. 2.1. In 2006, the Risk
    Management Department has an important role as a middle office in
    monitoring the risk arisen from the securities business, namely the
    screening of documents for new accounts opening and the evaluating
    for increasing or decreasing of the customers’ credit limit.

-   As at 31 December, 2006, the Company’s capital was registered at
    Baht 860 million and the paid-up capital at Baht 844 million. As of
    31 December 2006, in its financial statements, the Company recorded
    total assets of Baht 1,264 million, total liabilities of Baht 236
    million and shareholders’ equity of Baht 1,028 million.

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-   In 2006, the Company’s net loss was Baht 18.98 million or Baht 0.11
    net loss per share (weighted average).

-   In 2007, the Company’s income structure is targeted to be income
    from securities brokerage 80 percent, from fee and services-based
    incomes 8 percent, from interest incomes and dividends 5 percent and
    income from loan interest 7 percent.

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