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
    Dealing, 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. The Company has acquired Derivatives
    Broker license from the SEC on 31 July, 2008.

-   In early 2006, Wongkusolkit group sold its stake in the Company
    total 42,923,520 shares, or equal to 25.43% of the Company’s paid-up
    capital to A.P.F. Holdings Company Limited which is a company
    registered in Thailand. After the mandatory tender offer in
    accordance with the Takeover Rule completed, 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 remained 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 appointing Mr. Mitsuji
    Konoshita as Chairman of the Board, Mr. Tatsuya Konoshita as
    Chairman of the Executive Board and Mr. Jeremy Liau as Managing
    Director or the highest management.

-   

-   

-   

-   In mid 2008, there was an adjustment of the Company’s structure to
    set up Branch Coordination Division reporting directly to the
    Executive Director – Thai Marketing while the branches used to be
    under Marketing team 3. Moreover, on 19 November, 2008, the Company
    registered a new branch, Wireless Rd. Branch, as its fourth branch
    in addition to its 3 current branches, namely, Rangsit, Nakornpathom
    and Nakornsawan Branches.

-   On 10 September, 2008, Mr. Wichien Wattanakun, the Company’s
    Independent Director and Chairman of the Audit Committee had
    tendered his resignation due to his serious illness. The Company,
    therefore, appointed Mr. Chokechai Tanpoonsinthana to be the
    Chairman of the Audit Committee and appointed Dr. Vorapol
    Socatiyanurak who was the Independent Director to become Audit
    Committee member. Moreover, the Company also appointed a new
    Independent Director and Audit Committee member, Mr. Sirawat
    Wanglee, who was approved by the SEC on 1 December, 2008 and
    registered with the Ministry of Commerce on 4 December, 2008. Hence,
    as of 31 December, 2008, the Company had total members of Director
    of 9 out of which 4 members are Independent Directors and Audit
    Committee members.

-   On 17 January, 2008 the Company had started a joint venture with Mr.
    Verajet Vongkusolkit and his family to open a subsidiary company,
    namely United Asset Management Company Limited to undertake Private
    Fund Management business. The subsidiary company has a registered
    capital of 25,000,000 Baht with the Company’s total investment
    portion of 51%. In October, 2008 the capital was increased to
    40,000,000 Baht. The total size of fund managed was Baht 60-80
    million .

-   As of 6 November, 2008, the Company obtained an approval from the
    SET to execute the Exclusive Cooperation Agreement with Cantor
    Fitzgerald on 20 November, 2008 which is a foreign broker firm under
    the supervision of Financial Service Authority, England as well as
    the member of London Stock Exchange aiming to expand the Company’s
    securities brokerage business base. toward the end of the year,
    there were 10 branches left.

-   

-   

-   

-   The significant risk factors of the Company are the risks arising
    from the main business such as market risk, counter-party risks,
    credit risks, etc. as well as the risk on Derivatives Agent
    business. However, the Company had set up effective internal control
    system and regular improvement of internal operation procedures to
    facilitate and comply with the financial services pattern provided
    to be more efficient and to be able to control the risks within
    acceptable level.

-   As at 31 December, 2008, the Company’s capital was registered at
    Baht 860 million and the paid-up capital at Baht 844 million. The
    Company’s consolidated financial statements ended 31 December 2008
    recorded total assets of Baht 1,429 million, total liabilities of
    Baht 461.6 million and shareholders’ equity of Baht 967.9 million.

-   

-   

-   In 2008, the Company’s consolidated financial statement showed a net
    loss of Baht 76.4 million or Baht 0.45 net loss per share (weighted
    average).

-   

-