Major Shareholder:

• KMB Holdings (0062) ¡V 75.0% interests (Assume no exercise of Over-allotment)

Company Subsidiaries:

• RSG Resources Ltd. (100%): Engages in providing employment agency and management services for the Group
• RoadVision Holdings (China) Ltd (100%): Holds interests in seven subsidiaries which shall enter into joint ventures with PRC joint venture partners to conduct primarily be multi-media on-board business.
• RoadVision Holdings Ltd. (100%): Holds interest in multi-media on-board joint ventures with KMB, LWB, sun Bus and Citybus
• RoadShow Media Ltd. (100%): Engages in media sales agency and management and administrative services for the multi-media on-board and transit network businesses
• Bus Focus Ltd. (60%): Engages in transit vehicle shelter media sales agency and management and administrative services.
• Roadshow Production Ltd. (100%): Produces content for the multi-media on-board system.
• Roadshow Creations Ltd. (100%): Operates the merchandising business.

The Group is a leading out-of-home media sales company that primarily markets advertising to captive transit vehicle audiences in Hong Kong by providing audio-video programming through multi-media on-board system on transit vehicles in Hong Kong. The Group also manages or markets advertising spaces on the exterior of transit vehicles and advertising displays transit vehicle shelters and engages in a merchandising business in Hong Kong.

The Group currently operates the multi-media on-board business in Hong Kong and has made preliminary steps for operating the multi-media on-board business in eight major cities in China. Subject to establishing joint ventures with the PRC transit vehicle operators with it has entered into contractual strategic alliances and meeting and obtaining all relevant PRC governmental requirements and approvals, the Group expects to commence operation of the multi-media on-board system in the PRC during the second half of 2001.

As of 31 May 2001, the Group had the sole exclusive right under contract to operate the multi-media on-board system in Hong Kong on approximately 5,743 transit vehicles, serving an average of approximately four million daily passenger journeys, and had signed legally binding memoranda of agreement and had secured non-legally binding memoranda of understanding requirements and approvals, the multi-media on-board system in the PRC on approximately 16,626 transit vehicles, serving an average of approximately 10.5 million daily passenger journeys.

As of 31 May 2001, the Group has the sole and exclusive right under contract to operate the multi-media on-board system for five transit vehicle operators in Hong Kong and had signed legally binding memoranda of agreement and had secured non-legally binding memoranda of understanding to operate, subject to meeting and obtaining all relevant PRC governmental requirements and approvals, the multi-media on-board system for eight transit vehicles operators in China in the markets of Beijing, Shanghai, Chendu, Tianjin, Shenyang, Yantai, Dalian and Jilin, which include four of the 10 largest cities in China.

The multi-media on-board system consists of LCD monitors and VCD video players mounted inside transit vehicles. The LCD monitors transmit a mix of advertisements, information, and educational and entertainment programs, specifically tailored to transit vehicle passengers on transit vehicle passengers on transit vehicles. The Group's multi-media on-board services include installing, operating and maintaining the system, obtaining programming content and marketing and selling advertisements on the system. Approximately 2000 transit vehicles, serving an average of approximately two million daily passenger journeys, carried the Group's multi-media on-board system as of 31 May 2001.

The Group will continue to pursue and strengthen strategic alliances with transit vehicle operators to offer its multi-media on-board system and other media sales agency services. in doing so, the Group will seek to expand into the greater china region and other jurisdictions, in areas where transit ruder demographics and density levels are similar to those in Hong Kong and where attractive growth opportunities exist. The Directors believe that, by obtaining additional media sales agreements, the Group will increase its operating efficiencies, revenues, geographic diversity and its ability to penetrate additional markets.

The Group will increase the applications and services available for its product offerings. For example, the Group intends to install a transit vehicle tracking system, which will consist of GPS receivers and CPU units, on each transit vehicle equipped with the Group's multi-media on-board system.

The Group intends to develop the capability of producing its own programming content and programs for its multi-media on-board system. Producing its own programming content and programs will enable the Group to increase its revenues and expand its assets and revenues base. in addition, this capability will enable the Group to supplement the content provided by third party content providers with its own content, which will reduce its reliance on third-party content providers.

The Group intends to diversify its out-of-home media sales business from its current focus on transit vehicle operations to other businesses that offer a similar potential audience, such as shopping malls, restaurants and convenience stores. The Directors believe that expanding the delivery channels of its out-of-home media sales products and services into other business settings will diversify and increase its revenue base and increase its operating efficiency.

The net proceeds from the Share, after deduction of expenses payable by the Company, are estimated to amount to approximately HK$488.7 million (Based on the Issue Price HK$2.25). The Group at present intends to apply the net proceeds as follows: