Major Shareholder:

• Mr. Fung Yu Hing, Allan ¡V 62.92% interest

Company Subsidiaries:

• Panorama distribution (100%): Distribution of home video products
• Panorama Entertainment (100%): Holding of film rights
• Panorama Singapore (100%): Distribution of home video products

The Group is engaged principally in the distribution of video programmes mainly in VCD and DVD formats for home entertainment in Hong Kong and other Asian countries, including Singapore, Taiwan, South Korea, Indonesia, Malaysia and Thailand through its well-established and extensive distribution network.

The Group's business also includes sub-licensing of distribution rights in the said countries and region. The programmes distributed by the Group are principally motion pictures covering a wide variety of genres including drama, action, comedy, horror, adventure and adult. The Group also distributes other variety of programmes including music, cartoon, sports and documentary.

The Group has been granted exclusive distribution rights of HBO and Playboy videos. For the two years ended 31st March 2001 and the six months ended 30th September 2001, the Group distributed approximately 160,250 and 150 new video programmes. As at 30th September 2001, the Group held distribution rights in respect of over 1700 video programmes in different media.

The Directors believe that the Group has the following competitive advantages:

• Content-rich film library- the Group has built an impressive catalogue of over 1700 titles since its establishment, which covers a wide range of genres, including drama, action, comedy, cartoon, horror, sports, adults, documentaries and music.
• Extensive distribution network ' the Group has a well-established and extensive distribution network for the distribution of home video products, sub-licensing of distribution rights in Hong Kong.
• Well established relationship with prominent licensors ' the Group has maintained well-established and long term relationships with major licensors and producers which has enabled the Group to source exclusive distribution rights continuously in various formats over the past few years.
• Experienced management and technical personnel ' the Group possesses a management team with solid business experience and sound technical expertise in the entertainment industry, which enables the Group to capitalize on the growth of its existing business and to exploit the business opportunities in the Internet.
• Quality products ' the Group is committed to maintain the quality of its products. All VCDs and DCDs distributed by the Group posses quality sound system and most of the DVDs distributed by the Group include fascinating features including audio system selection, menu selection, bonus materials and selection of subtitles in different languages.
• Market recognition ' the Group has earned its market recognition, reputation and customer loyalty through the commitment and experience of its founder and the management team.

• The Group's reliance on key personnel;
• The Group's reliance on licensors;
• The Group's reliance on sub-contractors;
• The Group may not be able to strengthen its brand recognition to maintain its competitiveness
• Risk of sub-licensees failing to release video within the time required under sub-licensing agreement.

The Group will continue to build up its video programme library by acquiring a wide range of popular and quality programmes, including sports, cartoons, music, Chinese language films, educational and special interest from all over the world to cater for different customers' preferences. The Group's acquisition team will actively attend major film festivals or exhibitions in order to keep up with the latest trends and available film titles and to reinforce its relationship with producers.

The Group intends to further expand its distribution network in Hong Kong to include more retail chain stores. The Group also plans to extend its sales coverage regionally by setting up representative offices or branch offices in Asian countries, including south Korea, Indonesia, Malaysia and Thailand and seeking business partnerships in the Greater China region. The Directors believe that such strategies will enable the Group to penetrate into and to take advantage of the growth potential in the home video entertainment market in the Greater China region and other Asian countries.

The Group has always bee looking for various ways to diversify its distribution channels. In view of the growing market demand resulting from the liberation of the TV market and the increasing TV operators in Hong Kong, the Group has been negotiating and will continue to negotiate with TV operators for distributing as well as sub-licensing the Group's video programmes.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$16.70 million (based on the offer price HK$0.33 per share). The Group at present intends to apply the net proceeds as follows: