Major Shareholder:

• Mr. Hung Hon Man ¡V 63.09 interest

Company Subsidiaries:

• Get Nice Investment (100%): Stock broking and margin financing
• Get Nice Futures (100%): Futures and options broking
• Get Nice Capital (100%): Corporate finance services
• Quality Champion Ltd (100%): Property holding
• Get Nice Asset Management (100%): Broking service in mutual funds and insurance products
• Allex International Ltd (100%): Holdings of motor vehicles registration mark

The Group is engaged principally in the provision of a wide range of financial services including brokerage services for securities, futures and options and margin financing, and advisory service in corporate finance in Hong Kong. In addition, the Group also provides brokerage services for mutual funds, unit trusts, and insurance-linked investment plans and products.

As at 28th February 2002, the Group had around 2,853 clients and 655 active margin financing clients who maintained active trading accounts with the Group, being clients whose accounts recorded activities for purchase and/or sale of securities in the past 12 months. In addition, the Group is also engaged in the brokerage service for trading in HSI futures and options contracts. As at 28th February 2002, the Group's clients maintained 59 open HSI futures and options contracts through Get Nice Futures.

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

• the Group's well established relationship with its clients, a majority of whom have two to three years' relationship with the Group, which result in strong customer loyalty thereby allowing it to maintain a solid and stable client base;
• the Group's ability to maintain a trustful an harmonious relationship with its accounts executives;
• the Group's streamlined management structure which facilities efficient execution and settlement of client's orders;
• the substantial experience and expertise of the Group's management in monitoring and controlling credit risks and, in particular, risks arising from market fluctuations;
• the Group's creditworthiness and well-established position in the market, which allows the Group to obtain credit facilities for its margin financing business from various banks and other institutions; and
• the Group's capability to provide its clients with brokerage services for wide a range of financial products which include securities, futures and options, mutual funds, unit trusts and insurance-linked investment plans and products.

• Reliance on major clients;
• Risk of compliance failure;
• Reliance on stockbroking commission and securities margin financing;
• Exceptional gain on disposal of HKEC Shares;
• Competition in the securities industry;

A substantial portion of the Group's earnings is derived from the provision of brokerage services in securities that are listed on the Stock Exchange and the margin finance business. As such , the Group's prospects will be directly influenced by the columns of trading and the rates of fees and commissions which prevail in the Stock Exchange and the Futures Exchange. Prevailing interest rates and the credit facilities to the Group may in addition to the factors outlined above, affect the Group's margin financing activities.

Under a consultation paper issued by the SFC in March 2002 on the proposed amendments to the current Financial Resources Rules (the ¡§FRR Amendments¡¨), securities brokerage firms wold need to provide more capital to support their lending to clients to trade thinly traded securities. Upon the implementation of the FRR Amendments (if adopted), the Group intends to apply HK$13 million and HK$10 million, to strengthen its margin financing business and reduce its bank borrowings respectively.

The Directors consider the securities industry to be extremely competitive, and believe that it is important for the Group to have the capability to provide full service in order to compete effectively in the market. The Group has set up Get Nice Capital with the intention to provide financial advisory services and engage in corporate finance activities. Under the consultation paper issued by the Stock Exchange in May 2000 on the introduction of a new Chapter 3A to the Listings Rules. The Group intends to apply to total of HK$12 million of the net proceeds of the Shares Offer as working capital to develop its corporate finance business.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$63.8 million (based on the offer price HK$1.00 per share). The Group at present intends to apply the net proceeds as follows: