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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                   A S I A   P A C I F I C

           Monday, August 6, 2001, Vol. 4, No. 152


                         Headlines


A U S T R A L I A

131 SHOP.COM: Extends Capital Raising Closing Date
AUSTRALIAN PLANTATION: Negotiating For Rescue Package
COLES MYER: Unit Issues Proceedings Re ALQ Takeover
GENERAL GOLD: New Directors Appointed
GENERAL GOLD: Shareholders OK Proposed Capital Reorg
ISIS COMMUNICATIONS: Share Issue Planned To Raise Capital
JOYCE CORP: Sells Assets To Nufarm
KEYCORP LIMITED: NAB Orders Additional Payment Terminals
MTM ENTERTAIMENT: Babcock & Brown Ups Stake to 55.48%
ONE.TEL LIMITED: Apple Communications Bids On HK Assets
PASMINCO LIMITED: Director Brydon Retires


C H I N A   &   H O N G  K O N G

CHEDER LIMITED: Winding Up Petition Hearing Slated
FAR EAST STRUCTURAL: Winding Up Petition Hearing Set
FOURSEAS.COM: Dispatches Composite Documents To Shareholders
ICG ASIA: Directors Resign; New C-Chairman Named
KANGARTEC COMPANY: Faces Winding Up Petition
LEARNING CONCEPTS: To Change Shares Board Lot
POLYELEGANCE ENTERPRISES: Winding Up Sought
RAFFLES INTL: Enters Supplemental Deal With FT Holdings
TEAMLUCK INVESTMENT: Winding Up Petition Set For Hearing


I N D O N E S I A

ASTRA INTL: Unnamed Investor Bids To Buy Govt's Stake


J A P A N

MYCAL CORP: Moody's Downgrades Ratings To B2 From Ba3
MYCAL CORP: Revised Workout Plan Expected Soon
SUMITOMO CORP: Net Profit Down To Y8.59B


K O R E A

DAEWOO GROUP: Begins Talks With Creditors Over Debt Settlement
DAEWOO HEAVY: Posts H1 Net Profit Of W50.9B
DAEWOO MOTOR: Talks On Sale With GM Resume
HANBO IRON: H1 Sales Climb To W175.4M
HANBO IRON: INI Steel Interested To Take Over
HYNIX SEMICON: Completes Repayment On W600B Bonds
POHANG IRON: To Retire 4% Of Shares


M A L A Y S I A

CONSTRUCTION & SUPPLIES: Negotiations With Creditors Ongoing
HOTLINE FURNITURE: Adviser Seeks Six-Month Extension
L&M CORP: Fine-Tunes Terms For Stakeholder Deal
MBF HOLDINGS: Seeks Authorities' Approval Of Plan
NAUTICALINK BERHAD: Investigating Regularization Options
NCK CORP: Plan to Regularize Condition Unchanged
PAN MALAYSIAN: Peak Meadow Buys Shares in MUIB
PARIT PERAK: Only Four Creditors Reply To Workout Proposal
SPORTMA CORP: Working Out Info Circular with Affin Bank
TECHNOLOGY RESOURCES: Naluri Accepts New Shares Issue Invitation
TRANS CAPITAL: Unit Sells RTI Shares For RM2.8M


P H I L I P P I N E S

NATIONAL BANK: Govt Offers Low, Says Tan
NATIONAL POWER: Appoints Credit Suisse As Adviser


S I N G A P O R E

KEPPEL CAPITAL: OCBC Bank Receives 89% Acceptances
NOBEL DESIGN: Appoints Provisional Liquidator To Unit


T H A I L A N D

BUMRUNGRAD HOSPITAL: Executes MOU With Auriga
TANAYONG PUBLIC: Prepare A Rehab Plan, SET Orders

     -  -  -  -  -  -  -  -

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A U S T R A L I A
=================


131 SHOP.COM: Extends Capital Raising Closing Date
--------------------------------------------------
Focus Technologies Limited, formerly 131 Shop.com.au Limited,
has extended the closing date for the capital raising. The
prospectus will be open until 5:00 pm Friday, 17 August 2001.


AUSTRALIAN PLANTATION: Negotiating For Rescue Package
-----------------------------------------------------
Australian Plantation Timber (APT) administrator Mervyn Kitay is
currently undertaking negotiations with the company's current
shareholders and prospective investors for a rescue package,
Sydney Morning Herald reported late last week.

Kitay is also urging the company's investors to participate in a
planned restructuring program for the investment scheme
management group, the report says.

The decision to negotiate for restructuring was made after
receivers from PPB Ashton Read sought to take over the company's
assets. Ashton Read was appointed Tuesday by Commonwealth Bank
to the group.

The bank has a $40-million exposure to the group.


COLES MYER: Unit Issues Proceedings Re ALQ Takeover
---------------------------------------------------
Coles Myer Limited (CML) subsidiary, Liquorland, filed
proceedings Wednesday in the Victorian Supreme Court in relation
to its takeover of Australian Liquor Group Limited (ALQ).

The following is the Takeovers Panel's reasons issued Tuesday
last week for its decision to make an interim order in relation
to the takeover. The Panel writes:

IN THE MATTER OF AUSTRALIAN LIQUOR GROUP LTD

"On 17 July 2001, we made an interim order restraining, for 14
days, the payment by Liquorland to the ex-directors of
Australian Liquor Group Ltd (ALQ), and their associates, of
consideration for ALQ shares sold into Liquorland's takeover
bid. It made no order concerning the payments to other ALQ
shareholders, which were due to commence on 18 July 2001.

REASONS FOR DECISION

"These are our reasons for our decision to make an interim order
requiring Liquorland Pty Ltd to delay payment of the
consideration for some of the shares in Australian Liquor Group
Ltd for which it received acceptances, but not delaying payment
to other shareholders.

Background

   1. The Panel in this matter is constituted of Alice McCleary
(sitting President), David Gonski (sitting Deputy President) and
Carol Buys.

   2. Liquorland Pty Ltd is a subsidiary of Coles Myer Limited.
It applied on 12 July 2001 for interim and final orders and a
declaration concerning its bid for Australian Liquor Group
Limited (ALQ). The application related to ALQ's financial
position and operating result for the financial year 2000-2001.
Liquorland alleges they were substantially worse than it was led
to believe by public and private statements by ALQ.

Australian Liquor Group

   3. ALQ was floated and listed in June 2000, to operate a
chain of 35 bottleshops, expanding to 42 and with plans to
expand further. The bottleshops had previously been several
separate chains and some independent retailers. The float raised
$20 million, much of it for the purchase of bottleshops and
chains. The prospectus forecast a profit of $6.1 million after
tax for the financial year to 30 June 2001, on revenue of $153
million. ALQ did not buy as many additional bottleshops as it
had planned.

   4. ALQ on 16 March 2001 issued its half-yearly results to 31
December 2000. These showed a trading profit of $3.95 million
before tax ($1.72 million after tax) on revenue of $57.7 million
($36.4 million in the quarter to 31 December 2000). The board
revised their revenue forecast for the full year to $130 million
and their profit forecast to $5.0 million before tax, citing
difficulty in acquiring as many bottleshops as they had planned.
The auditors' review stated that they had not become aware of
any matter that made them believe that the accounts were not in
accordance with the Corporations Law, including the requirement
to provide a true and fair view of ALQ's financial performance
and position.

   5. ALQ shares always traded below its issue price, which was
$1.00, and they were trading at about 65c when Liquorland
commenced its bid.

Liquorland's Bid

   6. Liquorland states that at a meeting with two of the
directors of ALQ on 13 April ALQ said that it could not provide
to Liquorland information which it had not provided to the
market, but assured Liquorland that ALQ's revised forecasts
could be relied on and that ALQ complied and would continue to
comply with its obligations under ASX Listing Rule 3.1.

   7. On 17 April 2001 Liquorland bought 18 percent of the
shares in ALQ for $1.20 each from Quadrant Capital Fund No. 2,
which is managed by Westpac Development Capital Pty Ltd. It then
announced a bid for all of the shares in ALQ it did not then
hold. That bid was at $1.20 cash, conditional on 90 percent
acceptances, prescribed occurrences and material adverse
changes.

   8. In the target's statement dated 4 May, ALQ's directors
noted the revised profit forecast but did not qualify it. The
ALQ's directors recommended acceptance of the bid.

   9. On 19 June 2001, Liquorland waived all of the conditions
in its bid and announced that it would commence compulsory
acquisition of the outstanding shares in ALQ. At that stage, it
had relevant interests in 91.5 percent of the shares in ALQ. On
the same day, the ALQ directors appointed Liquorland's nominees
to the board and resigned.

   10. Liquorland's bid closed on 29 June 2001, when Liquorland
had acquired 97.6 percent of the shares in ALQ. Under paragraph
620(2)(a)(i), payment for shares for which acceptances were
received on or before 19 June (about 74 percent of the shares in
ALQ) was due to be made no later than 18 July.

   11. Since Liquorland's application was made on 12 July, the
Panel was required to make a quick decision whether to make
interim orders holding back payment of part or all of that
consideration.

ALQ's Books

   12. Upon taking control, Liquorland commenced a review of
ALQ's finances and operations. Liquorland say that ALQ staff
explained to them that ALQ's sales had been below budget, that
its accounting systems had not been providing reliable
information, that its profit for the half-year to 31 December
2000 had been overstated and might actually be a loss, as might
the result for the full year. Liquorland then brought in its own
accountants, who have been reconstructing ALQ's books and
accounts. Although that exercise is still not complete,
Liquorland's view is that the full year result will be a loss,
which may be as high as $6 million before interest and tax.

   13. Liquorland has submitted copies of certain ALQ internal
memoranda, board minutes and other papers and statutory
declarations by the chief financial officer of ALQ and the
managing director of Liquorland. The evidentiary worth and
meaning of those papers have not been tested, and we make no
concluded findings on them. If they are fully to be relied upon,
however, they show that from March to June 2001, the accounting
staff of ALQ were addressing serious deficiencies in the
company's bookkeeping, stocktaking, past accounts, and
information systems and that these problems were brought to the
attention of the board, as early as 18 December 2000.

   14. If we take these papers at face value, ALQ's accounts for
the half-year to 31 December 2000 were probably seriously in
error, and ALQ appeared to have made a loss instead of the
reported profit. We say "probably" and "appeared", as the papers
indicate that the problems had not been sufficiently resolved to
allow the result to be restated with confidence. ALQ's chief
financial officer and managing director appear to have taken
widely different views on material items as late as 19 June. By
June, however, these papers state that sufficient of the current
problems had been resolved that current sales revenue could be
determined with fair confidence: it was materially below budget
and published forecasts. In addition, they say that the current
year's loss could be estimated, and the chief financial officer
estimated it at nearly $5 million (before tax), as against a
revised forecast profit of $5 million. (Between the chief
financial officer and the managing director of ALQ, however,
there was approximately $2 to $4 million worth of items in
dispute.)

Application

   15. Liquorland applied for the following relief:

       "1.2 Interim remedy and orders sought:

            (a) The time for payment by Liquorland to
shareholders of ALG under the takeover contracts be extended to
7 days after the determination and publication of reasons by the
Panel of Liquorland's application for final orders as set out
below;

            (b) A letter be written by Liquorland by 18 July
2001 to shareholders to whom it is obliged to make payment
informing them that an application has been made to the Panel
for the variation of the terms of the takeover contracts, the
granting of an interim order and the future conduct of
Liquorland's application before the Panel;

            (c) An order under section 194 of the Australian
Securities and Investments Commission Act 1989 (Cth) (ASIC Act)
granting leave to Liquorland to be legally represented in
proceedings before the Panel;

            (d) An order under section 192(1) of the ASIC Act
and Corporations and Securities Panel Draft Rule 7.5 for the
issue of each of the Summons to Witness contained in Annexure
"A" to this Application;

            (e) Alternatively to paragraphs (a) and (b) an
interim order that the former directors of the ALG (excluding Mr
Oakley) and their related entities (referred to in paragraph 1.5
below) pay the proceeds of the sale of shares of ALG (the
Proceeds) to the credit of an interest bearing account to be
established or operated in the joint names of Liquorland and the
former directors of ALG (excluding Mr Oakley) until the
determination by the Panel of a hearing of Liquorland's
application for a declaration of unacceptable circumstances
pursuant to s.657A of the Corporations Law;

Liquorland undertakes that if interim order 1.2(a) is made:

     ú it will apply to ASIC for relief to suspend the
compulsory acquisition procedure currently under way so that all
shareholders are treated equally or alternatively Liquorland
invites the Panel to make an order suspending the compulsory
acquisition process;

     ú it will pay interest at the rate of 5.05% on the amounts
payable under the takeover contracts (either at $1.20 or as
varied).
1.3 Final remedy and orders sought:

        (a) A declaration that ALG and its former directors,
Messrs Oakley, Murphy, Anghie, Pelly and Higgs engaged in
conduct or caused circumstances to exist in relation to the
affairs of ALG that were unacceptable circumstances (the details
of which are set out in section 4);

        (b) Restorative orders to vary the term of the takeovers
contracts in terms to be ordered by the Panel. For example, a
restorative order to vary the price Liquorland pays for ALG
shares;

        (c) Alternatively to paragraphs (a) and (b), and if the
Panel grants interim relief in the terms of paragraph 1.2(e), an
order under s.657D(2) that the Proceeds and any interest on the
Proceeds be held in an interest bearing account until:

           (i) further order by the Panel;

           (ii) the determination of a proposed proceeding by
Liquorland against the former directors of ALG and their related
entities (which Liquorland undertakes to commence in the Supreme
Court of Victoria within 30 days and prosecute with reasonable
expedition); or

           (iii) further order by the Supreme Court of
Victoria."

   16. Liquorland subsequently offered to pay 65c per share (the
price of ALQ shares immediately before Liquorland's purchase of
the Quadrant parcel) of the consideration to all of the
accepting shareholders on the due dates, but sought to hold back
the remainder.

Proceedings

   17. The Panel met on 15 July. It decided to conduct
proceedings in relation to the application for interim orders,
at least. We issued a brief that day under regulation 20 which
was confined to the issues concerning interim relief and which
sought submissions on 16 July and rebuttals on the morning of 17
July. That brief was provided to ASIC, Liquorland, ALQ itself,
the previous directors of ALQ and several persons who had
accepted the Liquorland bid for large parcels of ALQ shares. We
received submissions and rebuttals from all of those parties
(other than ALQ itself) and from several accepting shareholders
who had read of the application in the press (we accepted these
submissions under regulation 24). We met again on 17 July and
made the present decision.

Jurisdiction

   18. Liquorland sought interim relief, essentially to preserve
aspects of the status quo, so that final relief might be
effective, when and if it was granted. Accordingly, in assessing
the application for interim relief, we looked forward to see
what were the possible outcomes of the application for final
relief. Submissions from the former directors and from
shareholders were confined to this issue and were provided in
less than two business days. The former directors denied the
facts alleged in Liquorland's application. We make no finding
that those facts are made out, or that unacceptable
circumstances existed in relation to Liquorland's bid for ALQ.
In the following paragraphs, however, we explore the
consequences which would follow if we were satisfied of those
conclusions.

   19. Liquorland has made out a prima facie case that
unacceptable circumstances existed. That is, if Liquorland
proved its allegations and if no offsetting facts were made out,
Liquorland would have shown that unacceptable circumstances
existed in relation to the acquisition of control of ALQ,
because it happened in a market which was not efficient,
competitive and informed.

   20. This application is unusual, in that the party which
claims to have suffered because a bid took place in an
uninformed market is the bidder, but we have power to make a
declaration and orders in relation to these circumstances. Our
powers are not limited to protecting shareholders other than a
bidder, and unacceptable circumstances may exist, although the
only person adversely affected by a lack of information in
relation to a bid is the bidder. The issue is whether the market
is informed, not whether any particular participant is informed.
Under paragraph 657D(2)(a), we are empowered to make an order to
protect the rights of any person affected by unacceptable
circumstances. Equality of opportunity to participate in benefit
must be a two-way street.

   21. The Panel's jurisdiction is not limited to bids which are
still current and it extends to setting aside contracts6. It can
also be invoked up to 2 months after unacceptable circumstances
have occurred7. Given the view we have taken of the merits of
the matter, we may have the power to amend the contracts which
resulted from acceptances of Liquorland's bid, despite the
seriousness of such orders and the fact that the bid has closed.
However, it has not been necessary to decide to use that power.

   22. In these circumstances, we are justified in making
interim orders if:

      (a) the orders prevent some of the harm which might result
from unacceptable circumstances, while it is determined whether
such circumstances exist and what relief (if any) should be
given in relation to the circumstances;

      (b) the detriment suffered by those adversely affected by
the orders is less than the detriment which would be suffered if
no orders were made; and

     (c) reasonable precautions are taken to reduce or eliminate
the detriment to those adversely affected by the orders.

Balance of Convenience

   23. If Liquorland is entitled to the final relief it seeks
against the previous directors of ALQ, it might be very
adversely affected by the payment out of the consideration owing
to them, in the absence of any alternative security. No
alternative security has been suggested. The detriment to the
directors of the interim order is that their funds are
inaccessible to them. When we made the interim order, we had
received no submission that suggested that directors would
suffer any special detriment from the funds being held back for
a short period. That detriment can be adequately covered by
interest on the consideration, to offset the cost of any
borrowings the directors might need to make in the short period.
Liquorland volunteered suitable arrangements to secure the
consideration and interest, which we have adopted.

Relation to Final Orders

   24. Accordingly, we need to look forward to the possible
final outcomes of these proceedings. The principal final orders
which it would be open for the Panel on the application are:

       - orders reducing the consideration payable under the bid
to all accepting shareholders and possibly requiring Liquorland
to allow accepting offerees to rescind their acceptances of the
bid;

      - orders reducing the consideration payable to directors
who accepted the bid (and their related parties mentioned in the
application, referred to here as "associates");

      - orders canceling bid contracts.

   25. We do not think that orders canceling bid contracts or
requiring Liquorland to allow accepting offerees to rescind
their acceptances would be viable. ALQ has ceased to exist as an
independent entity:

       - compulsory acquisition notices have been issued,

       - ALQ shares are suspended from trading,

       - the previous board has resigned and

       - suppliers are relying on letters of comfort issued by
Liquorland or its parent.

       These events appear to be irreversible. At present our
view is that it would not be practicable to give ALQ back to its
previous shareholders, and Liquorland did not suggest that we
should do so.

   26. If Liquorland proved all it alleges, both Liquorland and
the other shareholders (some of whom bought shares during the
bid) would have dealt in the shares in an uninformed market, and
both were affected by unacceptable circumstances. It appears to
us that in this case it would be inappropriate to make an order
reducing the consideration to be paid to shareholders other than
directors and their associates. If there is any difference in
degree, Liquorland had better opportunities than other
shareholders to assess ALQ's performance, because it has expert
knowledge of the retail liquor trade. ALQ also provided
Liquorland with private confirmation of the published forecasts
prior to its bid. Liquorland says it was given no confidential
financial information and was in fact further misled by
assertions made by ALQ that the profit forecasts remained valid.

   27. By choosing to waive its conditions, Liquorland accepted
the risk that a material adverse change in relation to ALQ might
occur between that point and the end of the bid. It also
voluntarily assumed from the accepting shareholders the risk
that such a change had already occurred but had not been
disclosed by ALQ. Assuming without deciding that such a change
in fact occurred, unless we or the Court make orders with the
effect of shifting the burden of that adverse change, it will
remain with Liquorland. For the reasons set out below we do not
see a sufficient basis to shift the burden of that change to
shareholders (other than the directors and their associates, who
are discussed separately).

   28. We do not believe that Liquorland would have any civil
remedy at law or in equity against shareholders other than the
directors and their associates, unless it sought to set aside
the bid contracts for mistake or misrepresentation. Liquorland
has informed us it has no interest in doing so.

   29. Liquorland's argument to us for a reduction in the bid
price was that the shareholders of ALQ should not receive a
windfall gain from the false statements of its directors, and at
Liquorland's expense. There may be some merit in this argument,
but we see no practical way of giving effect to it in the facts
of this matter. The fact that Liquorland chose to waive its
conditions did not deter us from making interim orders, as we
have the power to set aside bid contracts, even after the bid
has closed and they have become unconditional.

   30. An order reducing the bid price would need to be founded
on paragraph 657D(2)(b): ensuring that a bid proceeds (as far as
possible) in a way that it would have proceeded if unacceptable
circumstances had not occurred. If we were unable to ascertain
that price with confidence, it would be unfair to impose a price
reduction on ALQ shareholders without offering them the choice
of withdrawing their acceptances of the bid. However, as we have
noted before, returning the shares to the previous holders does
not appear to be a viable option.

   31. In addition, it would be difficult or impossible to
decide what price Liquorland would have offered, and the ALQ
shareholders would have accepted, had the market been adequately
informed. While ALQ's profit and turnover would have been
relevant to the price, so would its strategic value to
Liquorland or a competitor as an opportunity to secure part of
the retail liquor market.

Conclusion as regards Non-Associated Shareholders

   32. We have decided to make no final orders with the effect
of reducing the price payable by Liquorland to the non-
associated shareholders i.e. the shareholders other than the
directors and their associates. There is no point in requiring
the consideration payable to the non-associated shareholders to
be held back to be available to satisfy a Court order: as
mentioned above, there is no prospect of Liquorland suing the
non-associated shareholders. Accordingly, we make no interim
order restraining payment of the consideration payable by
Liquorland to non-associated shareholders. The interim orders
leave in place the obligation to pay that consideration on the
due dates under the bid contracts, the first of which is on 18
July.

Conclusion as regards Directors

   33. The position as regards directors is less clear-cut.
Again assuming without deciding that Liquorland's allegations
are substantiated and that some or all of the directors of ALQ
knew or should have known the information which was not provided
to the market, it would be open to us to make a declaration and
orders in favour of Liquorland and against such a director under
paragraph 657D(2)(a).

   34. On the same assumptions and on the further assumption
that it can show that it suffered loss or damage as a result,
however, it seems likely that Liquorland has remedies in damages
against some or all of the directors for contraventions of some
or all of sections 670A, 995, 999 and 1001A. The elements of
those causes of action would largely overlap with the matters we
would have to decide in order to be justified in making a
declaration or orders against the directors. The bid having
closed, section 659B no longer inhibits Liquorland from taking
action against the directors.

   35. The dispute between Liquorland and the previous directors
of ALQ is likely to be prolonged and to involve the
consideration of a great deal of documentary and oral evidence.
It is most unlikely that it could be concluded within a period
commensurate with the short time frames contemplated in Part
6.10. This dispute is best submitted to the Court, because of
this time factor and the availability of precisely defined
causes of action, measures of loss and procedural powers and
remedies. Accordingly, our present view is that it would be
preferable that the Panel declined to attempt to make those
orders, leaving Liquorland to its remedies in the Courts.

   36. While we believe that the Panel is not the appropriate
forum for those remedies, we accept that if Liquorland's
allegations are made out it may well have remedies against the
directors. We also accept that those remedies would arise out of
what we have identified as possible unacceptable circumstances
and that a Court may be prepared to order that the consideration
for shares beneficially owned or controlled by the directors
should be held back, pending the outcome of such an action.
Accordingly, we have ordered Liquorland to hold back payment of
the consideration for shares sold under the bid by the
directors, for fourteen days from 17 July 2001, to give
Liquorland an opportunity to apply to the Court. After those
fourteen days, our order will lapse. If no Court order has been
made by then, Liquorland will have to pay the consideration to
the directors.

   37. We have dealt in the same way with the consideration for
certain shareholders who appear to be associated with some of
the directors. Those shareholders may apply for variations of
the order to release those funds, if they show that the relevant
directors have no interests in the shares.

   38. To minimize the prejudice which our order causes to the
directors (and associates), we have ordered Liquorland (with its
consent) to hold the consideration for their shares in a trust
account, bearing interest at trading bank rates. When and if the
consideration is paid to the directors, the interest will also
be paid to them. In view of the protection afforded by this
arrangement and the short time for which the orders will
continue, we did not require Liquorland to give an undertaking
for damages.

Matters not yet Resolved

   39. To date, we have made no decisions whether to make a
declaration of unacceptable circumstances or any final orders.

   40. As we have indicated above, on the information we now
have, we believe that the Panel is not a suitable forum for
proceedings concerning the amounts to be paid by Liquorland to
the directors, or vice versa. If Liquorland instead institutes
proceedings in Court, we propose to dismiss its application for
final orders adjusting the consideration.

   41. In this context, a declaration is significant, not only
as a basis for final orders, but also for its effect on the
judicial remedies which are open to Liquorland. Briefly, under
section 659C, if the Panel refuses to make a declaration in
relation to conduct on Liquorland's application, Liquorland
cannot obtain civil remedies under the Corporations Act in
relation to that conduct, other than orders to pay amounts of
money. A declaration may be justified in the public interest,
but if the substantive action is to be conducted in the Court,
it may be preferable that parallel proceedings in the Panel be
discontinued.

   42. Accordingly, we have invited the parties to indicate
whether it would be in the public interest for these proceedings
to be continued. It would be appropriate to wait until
Liquorland has instituted (or decided not to institute) Court
proceedings to make that decision.

Developments

   43. Since the above paragraphs were written, we have amended
our interim order:

      (a) so that it operates for a total of 21 days, from 17
July to 7 August. The Panel accepted submissions that 14 days
did not allow Liquorland sufficient time to commence an action
in court, and to reasonably seek interim orders from the Court
extending the hold on the moneys held on account of the former
ALQ directors and their associates;

     (b) to release from it money held on account of one of the
former directors' associates, on receipt of submissions that the
"associate" did not hold their shares on account of the relevant
director; and

     (c) to require interest on part of the consideration to be
paid to the director on whose account it was held, and an
associated company.

Alice McCleary
President
30 July 2001

1 The application was made under the Corporations Law, but
decided under the Corporations Act 2001. Statutory references
are to those statutes.

2 Except where otherwise indicated, findings of fact are based
on announcements and notices lodged with Australian Stock
Exchange Ltd and on the bidder's and target's statements and
annexures.

3 Quadrant had a director on the ALQ board until 16 February:
Chris Hadley who is copied in on some of the minutes.

4 The statement in our media release of 17 July that it was
probable that unacceptable circumstances had occurred should be
read in the light of this fuller explanation.

5 Paragraph 657D(2)(a).

6 Paragraph (k) of the definition of a remedial order in section
9.

7 Subsection 657C(3).

8 In particular, section 657B requires a declaration to be made
within 3 months from the occurrence of unacceptable
circumstances or one month from the application, whichever ends
last, subject to extension by the Court.

9 Some of that money has already been released, because we were
satisfied that the relevant director did not control the
relevant shares or have a beneficial interest in them.


GENERAL GOLD: New Directors Appointed
-------------------------------------
General Gold Resources NL announced Friday the company's Deed
Administrators advise that during the period of the
Administration the following directors submitted their
resignations:

   * Dr John Chappell

   * Mr Clifford George Harding; and

   * Mr William Ross Mackenzie (alternate for Mr Barry Casson).

As a result of the general meeting of shareholders of the
Company held on Tuesday, 24 July 2001, the Company wishes to
advise that:

   * Mr Barry John Casson; and

   * Mr Christopher Michael Wiggins

have resigned as directors of the Company and have been replaced
by:

   * Mr Peter Reynold Ironside

   * Mr Christopher John Barker; and

   * Mr Michael van Rens.

Last year, TCR-AP reported that Multiplex Constructions Pty
Ltd's deed of company arrangement was accepted by creditors of
General Gold Operations (GCO) Pty Ltd (GGO), the collapsed
operator of the Yimuyn Manjerr gold project.


GENERAL GOLD: Shareholders OK Proposed Capital Reorg
----------------------------------------------------
The Deed Administrators of General Gold Resources NL advise that
shareholders of the company approved the proposed capital
reconstruction and all of the proposed resolutions as detailed
in the Notice of General Meeting dated 22 June 2001 were passed
at a meeting of shareholders held on Tuesday, 24 July 2001.

The passing of these resolutions completes an important stage in
the reconstruction of the affairs of the Company since the
appointment of Mr Vincent Smith and B Hughes as Joint and
Several Voluntary Administrators of the Company on 12 July 2000.

The Deed Administrators have worked extensively during the past
twelve months and had obtained expressions of interest from over
eighty interested parties.

These proposals were then short listed and the final proposal
was selected after discussions were held with the members on the
Committee of Inspection. The Shareholders subsequently voted
overwhelming in favor of this proposal at the recent meeting of
shareholders.

The Company's Mauritanian assets have been excised from GGR and
the Deed Administrators will continue to realize these assets
for the benefit of the remaining creditors and pre-existing
shareholders of the Company.

The new board of directors will now prepare the required
documentation to enable the reconstruction of the Company to be
finalized which will include the issuing of a prospectus.

The Company anticipates that it will seek to re-quote on the
Australian Stock Exchange on or around 3 September 2001.

The following is the letter deed administrator's letter to
shareholders, with the attached list of proposals passed:

"A meeting of shareholders of General Gold Resources NL ("GGR")
will be held on 24 July 2001 at 10.00am in the Freshwater Bay
Room, Hyatt Regency Hotel, 99 Adelaide Terrace, Perth WA. As
most shareholders will be aware, GGR was suspended from trading
on the Australian Stock Exchange ("ASX") on 4 July 2000. I was
appointed Joint and Several Administrator of the Company on 12
July 2000. The Company's financial position was such that the
Directors at that time had serious concerns about the solvency
of the Company.

"Since that time the Company has gone through an extensive
restructuring process, the objective of which was to maximize
the return to creditors and shareholders and to provide a better
outcome than under a liquidation.

"At this time there are still some outstanding creditor claims.
However, these claims are quarantined under a Deed of Company
Arrangement ("DOCA") and will not trouble GGR in the future.

"The terms of the DOCA allow for certain assets to be excised
from GGR and realized for the benefit of creditors and existing
shareholders.  These assets include the Mauritania assets, which
are in the process of being realized. It is expected that the
value of these assets will allow the remaining creditors to be
paid and a distribution to be made to current shareholders. The
timing and amount of this distribution are uncertain. However,
negotiations for the sale of the Mauritania assets are well
progressed.

"One possible outcome is that current shareholders with more
than 20,000 shares ("major shareholders") may receive shares in
a company listed in Australia or overseas as a result of the
sale of the Mauritania assets. In this event, shareholders would
be given two opportunities to improve their outcome. Firstly,
under the attached reconstruction proposal they will retain an
interest in the recapitalized GGR. Subject to shareholders
passing the resolutions necessary to implement the
reconstruction proposal, an underwritten rights issue will
follow which will give current shareholders the opportunity to
retain over 50% ownership of the recapitalized GGR. Secondly,
major shareholders would receive shares in the listed company
just referred to. Current shareholders with less than 20,000
shares in GGR (minor shareholders) may receive a cash equivalent
because the number and value of the shares they would otherwise
have received may be uncommercial.

"Annexure B to the attached Explanatory Memorandum details the
timeframe within which your shares are expected to be requoted
on the ASX. I encourage you to attend the shareholders' meeting
in person or by proxy, and to vote in favor of all resolutions.
If the resolutions are not approved the Company is at risk of
liquidation. Liquidation might be avoided if a further
restructuring proposal is put forward, but this may be on terms
less favorable to shareholders than the current proposal and in
any event is likely to involve significant delay.

"Past reconstructions in which I have been involved include
Sumich Group Limited (now Psivda Limited) and Formulab
Neuronetics Corporation Limited (now Foundation Healthcare
Limited). These reconstructions have resulted in significant
value being achieved for the pre-existing shareholders.
Obviously no guarantees or predictions are or can be made or
implied by this letter, but I point to these examples to give
you comfort that in the past this process has been very
beneficial for shareholders in a similar position to that in
which GGR shareholders now find themselves.

"It is important for you to read the attached documentation in
full. If after reading this letter, the Notice of Meeting and
the Explanatory Memorandum, you have any questions about the
proposals, you should consult with your stockbroker, solicitor,
accountant or other professional adviser without delay.

B Hughes
JOINT AND SEVERAL DEED ADMINISTRATOR

At the meeting the following resolutions were proposed and
passed by shareholders.

RESOLUTION 1 - ELECTION OF DIRECTOR

"That, subject to the passing of resolutions 4, 6, 7, 8, and 9
set out in the notice convening this meeting, Peter Reynold
Ironside be appointed as a director of the Company."

Proposed: Mr C Barker
Seconded: Mr C Strickland

Valid proxies had been received with 78,451,014 votes directed
in favor, 2,320,000 votes directed against, and 11,971,477 votes
giving discretion to the proxyholder.

The resolution was carried on the show of hands.

RESOLUTION 2 - ELECTION OF DIRECTOR

"That subject to the passing of resolutions 4, 6, 7, 8, and 9
set out in the notice convening this meeting, Christopher John
Barker be appointed as a director of the Company."

Proposed: Mr C Stewart-Robinson
Seconded: Mr C Strickland

Valid proxies had been received with 78,451,014 votes directed
in favor, 2,320,000 votes directed against, and 11,971,477 votes
giving discretion to the proxyholder.

The resolution was carried on the show of hands.

RESOLUTION 3 - ELECTION OF DIRECTOR

"That, subject to the passing of resolution 4, 6, 7, 8, and 9
set out in the notice convening this meeting, Michael van Rens
be appointed as a director of the Company."

Proposed: Mr C Stewart-Robinson
Seconded: Mr C Strickland

Valid proxies had been received with 78,411,014 votes directed
in favor, 2,360,000 votes directed against, and 11,971,477 votes
giving discretion to the proxyholder.

The resolution was carried on the show of hands.

RESOLUTION 4 - RECONSTRUCTION OF CAPITAL

"That, pursuant to and in accordance with sections 254H and 256C
of the Corporations Law and rule 40 of the Company's
Constitution, and subject to the passing of resolutions 1, 2, 3,
6, 7, 8, and 9 set out in the notice convening this meeting,
with effect from the business day immediately following the date
of this meeting:

   (a) the paid-up share capital of the Company be reduced from
$48,137,791 to $158,433 by canceling capital which has been lost
or is no longer represented by available assets to the extent of
$47,979,358;

   (b) the share capital of the Company be consolidated and
divided into 5,054,029 fully paid ordinary shares; and

   (c) where the number of shares held by a member of the
Company as a result of the consolidation and division effected
by paragraph (b) of this resolution includes any fraction of a
share, that fraction be cancelled and extinguished."

Proposed: Mr C Stewart-Robinson
Seconded: Mr C Strickland

Valid proxies had been received with 78,411,014 votes directed
in favor, 2,360,000 votes directed against, and 11,971,477 votes
giving discretion to the proxyholder.

The resolution was carried on the show of hands.

RESOLUTION 5 - ISSUE OF OPTIONS TO AUSVAAL PROJECTS PTY LTD

"That for the purpose of ASX Listing Rule 7.1, section 208 of
the Corporations Law, and all other purposes, the directors be
authorized to issue up to 2,000,000 options to subscribe for
shares in the Company to Ausvaal Projects Pty Ltd. The Chairman
read the notes to the resolution."

Proposed: Mr C Strickland
Seconded: Mr C Stewart-Robinson

Valid proxies had been received with 78,411,014 votes directed
it favor, 2,360,000 votes directed against, and 11,971,477 votes
giving discretion to the proxyholder.

The resolution was carried on the show of hands.

RESOLUTION 6 - ISSUE OF SHARES TO PROMOTERS

"That for the purpose of ASX Listing Rule 7.1, section 208 of
the Corporations Law, and all other purposes, and subject to the
passing of resolutions 1, 2, 3, 4, 7, 8, and 9 set out in the
notice convening this meeting, the directors be authorized to
issue a total of 6,000,000 fully paid ordinary shares in the
Company at a price of not less than 1 cent per share to the
following persons in the following proportions:

Ausvaal Limited (and/or its nominees)       3,000,000
D&D-Tolhurst Limited (and/or its nominees)  3,000,000"

Proposed: Mr C Strickland
Seconded: Mr C Stewart-Robinson

Valid proxies had been received with 74,859,467 votes directed
in favor, 2,360,000 votes directed against, 11,971,477 votes
giving discretion to the proxyholder, and 3,551,547 votes
abstained.

The resolution was carried on the show of hands.

RESOLUTION 7 - ISSUE OF SHARES TO CREDITORS

"That for the purpose of ASX Listing Rule 7.1, section 208 of
the Corporations Law, and all other purposes, and subject to the
passing of resolutions 1, 2, 3, 4, 6, 8, and 9 set out in the
notice convening this meeting, the directors be authorized to
issue a total of 5,000,000 fully paid ordinary shares in the
Company at a price of 5 cents per share to General Gold
Operations Pty Ltd (Subject to Deed of Company Arrangement),
Multiplex Constructions Pty Ltd, and Yimuyn Manjerr
(Investments) Pty Ltd (Subject to Deed of Company
Arrangement)(Controller Appointed)."

Proposed:  Mr C Strickland
Seconded:  Mr C Stewart-Robinson

Valid proxies had been received with 74,859,467 votes directed
in favor, 4,560,547 votes directed against, 11,971,477 votes
giving discretion to the proxyholder, and 1,351,000 votes
abstained.

The resolution was carried on the show of hands.

RESOLUTION 8 - PLACEMENT OF SHARES

"That for the purpose of ASX Listing Rule 7.1 and all other
purposes, and subject to the passing of resolutions 1, 2, 3, 4,
6, 7, and 9 set out in the notice convening this meeting, the
directors be authorized to issue up to 12,000,000 fully paid
ordinary shares in the Company at a price of 5 cents per share
to clients of D& D-Tolhurst Limited."

Proposed:  Mr C Strickland
Seconded: Mr C Stewart-Robinson

Valid proxies had been received with 74,859,467 votes directed
in favor, 2,360,000 votes directed against, 11,971,477 votes
giving discretion to the proxyholder, and 3,551,547 votes
abstained.

The resolution was carried on the show of hands.

RESOLUTION 9 - RETURN OF CAPITAL

"That pursuant to and in accordance with section 256C(1) of the
Corporations Law and rule 40 of the Company's Constitution, and
subject to the passing of resolutions 1, 2, 3, 4, 6, 7 and 8 set
out in the notice convening this meeting, the share capital of
the Company be reduced by an amount equal to the balance (if
any) of the Assets remaining after payment of the amounts
referred to in clause 14.1(1)(a), (b) and (c) of the DOCA, and
that such reduction be effected by distributing the benefit of
the Assets in a manner to be determined by the Administrators in
their discretion to the holders of Ordinary Shares registered as
such on the Record Date in proportion to the numbers of Ordinary
Shares held by them respectively on the Record Date.

For the purposes of this resolution:

Administrators and Assets have the meanings given to those terms
respectively in the explanatory memorandum which accompanied the
notice convening this meeting;

DOCA means the Deed of Company Arrangement dated 26 December
2000 between Bryan Kevin Hughes and Vincent Anthony Smith, the
Company, Great Southern Mines NL (ACN 009 266 737), General Gold
Operations Pty Ltd (Subject to Deed of Company Arrangement)(ACN
086 085 878), Multiplex Constructions Pty Ltd (ACN 008 687 063),
and Yimuyn Manjerr (Investments) Pty Ltd (Subject to Deed of
Company Arrangement) (Controller Appointed)(ACN 009 362 958);

Ordinary Shares means fully paid ordinary shares in the Company;
and

Record Date means 5.00pm (Perth time) on the date which is 5
business days after the date on which this resolution is
passed."

Proposed: Mr C Strickland
Seconded: Mr C Stewart-Robinson

Valid proxies had been received with 78,451,014 votes directed
in favor, 2,320,000 votes directed against, and 11,971,477 votes
giving discretion to the proxyholder.

The resolution was carried on the show of hands.

SPECIAL RESOLUTION 10 - ADOPTION OF A NEW CONSTITUTION

"That pursuant to section 136 of the Corporations Law, the
constitution contained in the draft produced to this meeting and
signed by the Chairman for identification be and is hereby
approved and adopted as the constitution of the Company in
substitution for, and to the exclusion of, the existing
constitution of the Company."

Proposed: Mr C Strickland
Seconded: Mr C Stewart-Robinson

Valid proxies had been received with 78,451,014 votes directed
in favor, 2,320,000 votes directed against, and 11,971,477 votes
giving discretion to the proxyholder.

The resolution was carried on the show of hands.


ISIS COMMUNICATIONS: Share Issue Planned To Raise Capital
---------------------------------------------------------
Isis Communications announced Friday that it would issue a total
of 1.26 million shares for additional operations and working
capital. The new issue announcement is as follows:

                        NEW ISSUE ANNOUNCEMENT

   APPLICATION FOR QUOTATION OF ADDITIONAL SECURITIES AND
AGREEMENT

Name of Entity
Isis Communications Limited

ACN or ARBN
083 269 701

PART 1 - ALL ISSUES

1. Class of securities issued       Ordinary fully paid (ISC)
   or to be issued                  Options (ISCOA)

2. Number of securities issued      ISC
   or to be issued (if known)
   or maximum number which          1,264,452 (Total ISC)
   may be issued

3. Principal terms of the securities  ISC - Ordinary fully paid
   (eg, if options, exercise price    shares
   and expiry date; if partly paid    Equal to existing shares
   securities, the amount             from date of allotment
   outstanding and due dates for
   payment; if convertible securities,
   the conversion price and dates
   for conversion)

4. Do the securities rank equally      Yes
   in all respects from the date       Ordinary shares ISC
   of allotment with an existing
   class of quoted securities

   If the additional securities        -
   do not rank equally, please
   state:
   * the date from which they do
   * the extent to which they
     participate for the next
     dividend, (in the case of
     a trust, distribution) or
     interest payment
   * the extent to which they do
     not rank equally, other than
     in relation to the next
     dividend, distribution or
     interest payment

5. Issue price or consideration        1,264,452 (Allotment)
                                    20 Jul 2001 - $0.0697


6. Purpose of the issue (if            For the purposes of
   issued as consideration for         operational and working
   the acquisition of assets,          capital
   clearly identify those
   assets)

7. Dates of entering securities        02 August 2001
   into uncertified holdings
   or despatch of certificates

                                 NUMBER  CLASS
8. Number and class of all   92,434,982  ISC Ordinary fully paid
   securities quoted on
   ASX (including the            406,377  ISCOA
   securities in clause
   2 if applicable)


9. Number and class of all securities not quoted
   on ASX (including the securities in clause 2
   if applicable)

   75,615,933   ISCAI restricted fully paid
       52,400   ISCAW restricted fully paid
      295,125   ISCAY Employees fully paid
   22,833,578   ISCAM Restricted Options expiring 22/07/2001
                exercisable at $1.50
    8,353,575   ISCAO Restricted Options expiring 22/07/2002
                exercisable at $2.00
    7,712,687   ISCAQ Restricted Options expiring 22/07/2003
                exercisable at $2.50
    5,068,000   ISCAZ Restricted Options expiring various dates
                exercisable at $1.00

10.Dividend policy (in the case        N/A
   of a trust, distribution
   policy) on the increased
   capital (interests)

PART 2 - BONUS ISSUE OR PRO RATA ISSUE

Items 11 to 33 are Not Applicable

PART 3 - QUOTATION OF SECURITIES
You need only complete this section if you are applying for
quotation of securities


34. Type of securities (tick one)

    (a) X  Securities described in Part 1

    (b)    All other securities

Example: restricted securities at the end of the escrowed
period, partly paid securities that become fully paid, employee
incentive  share securities when restriction ends, securities
issued on expiry or conversion of convertible securities

    Entities that have Ticked Box 34(a)

    Additional Securities Forming a New Class of Securities
    (If the additional securities do not form a new class, go to
43)

    Tick to indicate you are providing the information or
documents

35.    The names of the 20 largest holders of the additional
         securities, and the number and percentage of
         additional securities held by those holders

36.    A distribution schedule of the additional securities
         setting out the number of holders in the categories
         1 - 1,000
         1,001 - 5,000
         5,001 - 10,000
         10,001 - 100,000
         100,001 - and over

37.    A copy of any trust deed for the additional securities
(now go to 43)

    Entities that have Ticked Box 34 (b)

    Items 38 to 42 are Not Applicable

ALL ENTITIES

Fees

43. Payment method (tick one)

       Cheque attached

       Electronic payment made
       Note: Payment may be made electronically if Appendix 3B
is
             given to ASX electronically at the same time.

    X  Periodic payment as agreed with the home branch has been
       arranged
       Note: Arrangements can be made for employee incentive
             schemes that involve frequent issues of securities.


JOYCE CORP: Sells Assets To Nufarm
----------------------------------
Joyce Corporation has sold its herbicide and pesticide crop
operations, the Davison Industries, to Nufarm Limited, an
agricultural chemical making giant, The Press reported late last
week.

In May, creditor banks appointed a receiver to Joyce after the
banks refused to extend any more loans, the report said.


KEYCORP LIMITED: NAB Orders Additional Payment Terminals
--------------------------------------------------------
Secure electronic transaction solutions provider, Keycorp
Limited, announced Friday it had received an order from the
National Australia Bank for the supply of an additional 5,000
K23 advanced point-of-service payment terminals, valued at more
than $3 million.

The K23 is an advanced terminal that allows for applications to
be downloaded in the field. This allows the National to update
applications and continually develop value-added services during
the life of the terminal.

Michael Thomes, CEO of Keycorp, said, "We are delighted to
continue our relationship with the National for the supply of
merchant terminals. This is the second order for Keycorp payment
terminals from the National, adding credence to our position as
the leading secure payments provider.

"The K23 is part of Keycorp's new generation terminal series
thatprovides merchants with innovative and industry leading
technology."

The K23 series terminals are smartcard-capable and support
credit and debit transactions that are delivered through an
intuitive user interface. The K23 series is capable of
delivering TCP/IP Internet connectivity options, which provide
the opportunity to introduce value-adding merchant solutions.

For further information please contact:

Justine Burke
CORPORATE COMMUNICATIONS
Keycorp Limited Australia
Tel: +61 2 9414 5314
Fax: +61 2 9415 1363
Email: jburke@keycorp.net


MTM ENTERTAIMENT: Babcock & Brown Ups Stake to 55.48%
-----------------------------------------------------
MTM Entertainment Trust announced Thursday that Babcock & Brown
Group increased its relevant interest in the company on August
1, 2001 from 40,371,937 ordinary units (50.46 percent) to
41,938,243 ordinary units (52.42 percent).

Babcock & Brown Group subsequently increased its relevant
interest in MTM on August 02, 2001 from 41,938,243 ordinary
units (52.42 percent) to 44,381,488 ordinary units (55.48
percent).


ONE.TEL LIMITED: Apple Communications Bids On HK Assets
-------------------------------------------------------
Australian firm Apple Communications Limited is now considered
the frontrunner in its bid to acquire One.Tel Limited's Hong
Kong operations, Graham Morgan of Dow Jones Newswires reported
Thursday, citing an industry source.

Ferrier Hodgson, the creditor-appointed liquidator, has yet to
decide on bids for One.Tel's Australian spectrum assets due to
the weak demand at Australia's spectrum auctions in March.

Both the Hong Kong assets and the spectrum assets are valued at
up to A$100 million.


PASMINCO LIMITED: Director Brydon Retires
-----------------------------------------
Pasminco Limited announces that David Brydon has retired from
the Board of Directors, effective today. David Macfarlane has
also advised of his intention to retire as a Director with
effect from the conclusion of the company's annual general
meeting on 31 October 2001.

For further information contact:

Trevor Shard - GROUP MANAGER INVESTOR RELATIONS
+61 (3) 9288 9186 or 0419 584 515

Peter Griffin - GROUP MANAGER PUBLIC AFFAIRS
+61 (3) 9288 0463 or 0419 314 265


================================
C H I N A   &   H O N G  K O N G
================================


CHEDER LIMITED: Winding Up Petition Hearing Slated
--------------------------------------------------
Cheder Limited is facing a winding up petition, set for hearing
before the High Court of Hong Kong on October 17, 2001. The
petition was filed July 16, 2001, by Kincheng Banking
Corporation, a banking corporation duly incorporated in The
People's Republic of China and having a branch office at No. 55
Des Voeux Road Central, Hong Kong.


FAR EAST STRUCTURAL: Winding Up Petition Hearing Set
----------------------------------------------------
The winding up petition against Far East Structural Steelwork
Engineering Limited will be heard before the High Court of Hong
Kong on August 8, 2001. The petition was filed July 4, 2001 by
Lam Tat Wai trading as Accurate Survey Civil Engineering Company
of Shop G28, U-Town, No. 3 Tsing Ling Path, Tuen Mun, New
Territories, Hong Kong.


FOURSEAS.COM: Dispatches Composite Documents To Shareholders
------------------------------------------------------------
Copies of the Composite Document issued jointly by Fourseas.com
Limited and Giant Glory dated 2 August 2001 in relation to the
Financial Restructuring Proposal and a notice convening the
Special General Meeting to approve, among others, the Financial
Restructuring Proposal, are dispatched to the Shareholders
today.

A letter from the Independent Board Committee setting out its
advice to the Independent Shareholders and a letter of advice
from an independent financial adviser setting out its opinion to
the Independent Board Committee regarding, amongst others, the
Financial Restructuring Proposal and the grant of the Whitewash
Waiver are also contained therein.

Further information

The directors of Fourseas.com wish to provide the investing
public with the latest financial information of the Fourseas.com
Group adjusted to reflect the financial effect of the Financial
Restructuring Proposal.

Shareholders are recommended to consider the contents of the
Composite Document before deciding as to how to vote at the
Special General Meeting.

Unless the context otherwise requires, terms used herein shall
have the same meanings as those defined in the Composite
Document (as defined below).

The directors of Fourseas.com wish to remind the Shareholders of
the expected timetable as to the arrangements for trading of
shares in Fourseas.com as follows:

2001
Latest time for the Shareholders to lodge forms
of proxy for the Special General Meeting ........ 9:00 a.m. on
Monday, 27 August

Special General Meeting ............... 9:00 a.m. on Wednesday,
29 August

Effective Date of Capital Reorganization ...... after 4:00 p.m.
Wednesday, 29 August

Closure of original counter for trading
in Existing Shares in board lots of 5,000
(represented by certificates for the Existing Shares) .....
10:00 a.m. Thursday, 30 August

Establishment of temporary counter for trading
in New Shares in board lots of 500
(represented by certificates for the Existing Shares) .....
10:00 a.m. Thursday, 30 August

First day for free exchange of certificates for the
Existing Shares for certificates for the New Shares .........
Thursday, 30 August

Date of completion of the Subscription Agreement
and the Disposal Agreement .................. Monday, 3
September

Original counter for trading in New Shares
in board lots of 5,000 re-opens
(represented by certificates for the New Shares) ..... 10:00
a.m. Thursday, 13 September

Parallel trading commences ............. 10:00 a.m. Thursday, 13
September

First day of operation of odd lot trading facility .........
Thursday, 13 September

Closure of temporary counter for trading
in New Shares in board lots of 500
(represented by certificates for the Existing Share) .......
4:00 p.m. Monday, 8 October

Parallel trading ends ................... 4:00 p.m. Monday, 8th
October
Last day of operation of odd lot trading facility ...........
Monday, 8 October

Last day for free exchange of certificates for
the Existing Shares for certificates for the New Shares ........
Thursday, 11 October

Share certificates and trading arrangements

   (a) Parallel trading

Subject to the Capital Reorganization becoming effective,
dealings in the New Shares are expected to commence on 30 August
2001. Upon the Capital Reorganization becoming effective, all
certificates for the Existing Shares will be replaced with
certificates for the New Shares for the purposes of trading in
the market. It is intended that the board lot for trading in the
New Shares on the Stock Exchange will remain unchanged at 5,000
New Shares.

Under the Financial Restructuring Proposal, certificates for the
Existing Shares in issue before the Effective Date will continue
to be effective as documents of title and continue (up to
Monday, 8 October, 2001) to be valid for trading, settlement and
delivery purposes, for one tenth of that number of New Shares.

Parallel trading arrangements have been established with the
Stock Exchange and parallel trading will be permitted from 10:00
a.m. on Thursday, 13 September, 2001 to 4:00 p.m. on Monday, 8
October, 2001, both dates inclusive, at the counters detailed in
(i) and (ii) below:

   (i) At 10:00 a.m. on Thursday, 30 August, 2001, a temporary
counter for trading in New Shares in board lots of 500
(represented by certificates for the Existing Shares) will be
established. Certificates for the Existing Shares can only be
traded at this counter as from that date. Every certificate for
the Existing Shares will be valid for trading, settlement
registration and delivery purposes for trading transacted at
this counter for one tenth of that number of the New Shares. The
original counter for trading in the Existing Shares in board
lots of 5,000 will be temporarily closed with effect from 10:00
a.m. on Thursday, 30 August 2001; and

   (ii) with effect from 10:00 a.m. on Thursday, 13 September
2001, the original counter for trading in the Existing Shares in
board lots of 5,000 will be re-established as a counter for
trading in the New Shares in board lots of 5,000. Only
certificates for the New Shares can be traded at this counter.

       The temporary counter for trading in the New Shares in
board lots of 500 (represented by certificates for the Existing
Shares) will be removed after the close of business on 8 October
2001. Thereafter trading will only be in the New Shares in board
lots of 5,000 and certificates for the Existing Shares will
cease to be valid for trading and settlement purposes but will
remain effective as documents of title.

       After Wednesday, 29 August 2001, only certificates for
the New Shares will be issued. Shareholders may from 9:00 a.m.
on Thursday, 30 August 2001 to 4:00 p.m. on Thursday, 11 October
2001 submit the certificates for the Existing Shares to
Fourseas.com's branch share registrar in Hong Kong, Secretaries
Limited, at 5th Floor, Wing On Centre, 111 Connaught Road
Central, Hong Kong, in respect of the Existing Shares in
exchange, free of charge, for certificates for the New Shares.

       During this period, it is expected that certificates for
the New Shares will be ready within ten working days from the
submission of certificates for the Existing Shares.

       After 11 October 2001, certificates for the Existing
Shares will be accepted for exchange for certificates for the
New Shares only on payment of a fee of HK$2.50 for each
certificate (or such higher amount as may from time to time be
allowed by the Stock Exchange). It is expected that certificates
for the New Shares will be available to the Shareholders within
ten working days from the submission of certificates for the
Existing Shares.

   (b) Arrangement for odd lot trading

       In order to alleviate the difficulties of trading in odd
lots of New Shares as a result of the Share Consolidation,
Fourseas.com has appointed Dao Heng Securities to provide
matching services to Shareholders who wish to dispose of or top
up their odd lots of the New Shares to board lots of 5,000, at
their own cost, during the period from Thursday, 13 September
2001 to Monday, 8 October 2001.

       Shareholders who wish to take advantage of this facility
may through their broker contact Ms. Priscilla Cheung at Dao
Heng Securities at 12/F., The Center, 99 Queen's Road Central,
Hong Kong (Tel: 2218 2910) during such period. Holders of the
New Shares in odd lots should note that successful matching of
the sale and purchase of odd lots of the New Shares is not
guaranteed.

       Shareholders are recommended to consult their own
professional advisers if they are in any doubt about the
facility described above.

Further information

The following statement of proforma adjusted consolidated net
tangible assets of the Fourseas.com Group upon completion of the
Financial Restructuring Proposal is based on the audited
consolidated net tangible assets of the Fourseas.com Group as at
31 December 2000 and adjusted to reflected the financial effects
of the Financial Restructuring Proposal:

                                                 HK$'000

Audited consolidated net tangible
assets as at 31st December, 2000:               20,319

Add: Indemnity against potential losses
of an associate (Note 1)                        4,445

Add: Gross proceeds from the issue of the Subscription Shares
pursuant to the Financial Restructuring Proposal        70,000

Less: Deficit on revaluation of investment properties and
leasehold land and buildings (Notes 2 and 3)           (92,700)

Less:  Loss on disposal of subsidiaries (Note 3) (4,943)

Proforma adjusted consolidated net tangible assets upon
completion of the Financial Restructuring Proposal
(2,879)

Notes:

   1. In accordance with the Subscription Agreement, SCIT
unconditionally and irrevocably undertakes with Fourseas.com
that it will assume and be responsible for and indemnify
Fourseas.com for all the liabilities of Fourseas.com as at the
completion of the Subscription Agreement (other than the
Shareholders' Loan) which SCIT has undertaken to be responsible
under the Subscription Agreement. As a result, the provision for
losses in respect of a guarantee for the banking facility
granted to an associate of Fourseas.com is reversed pursuant to
the undertaking of Guarantees given by SCIT in the Subscription
Agreement.

   2. The deficit on revaluation of property interests is based
on the valuation carried out by an independent property valuer,
Sallmanns, chartered surveyor on the Fourseas.com Group's
investment properties and leasehold land and buildings as at 30
June 2001, the report of which is set out in Appendix II to the
Composite Document.

   3. The sum of loss on disposal of subsidiaries of
approximately HK$4.9 million and the deficit on revaluation of
investment properties and leasehold land and buildings of
approximately HK$92.7 million is equivalent to the deficit of
approximately HK$97.6 million arising from the revaluation of
property interests and the Disposal based on the preliminary
valuation as stated in sub-section headed "Effect on the income
statement of the Fourseas.com Group" in the letter from the
Board contained in the Composite Document.


ICG ASIA: Directors Resign; New C-Chairman Named
------------------------------------------------
The board of directors of ICG Asia Limited (the Company)
revealed Kenneth A. Fox, Joseph J. Kim, Sam Jadallah, Henry N.
Nassau and Bruce W. Armstrong have resigned as directors of the
Company, effective 2 August 2001. The Board would like to take
this opportunity to thank such directors for their contributions
to the Company during their tenure.

The Board also announces the appointment of Fok Kin-ning,
Canning and Dr. Luk Chung Lam as Co-Chairmen of the Company and
Lai Kai Ming, Dominic as Deputy Chairman of the Company with
effect from 2nd August, 2001.

Earlier, ICG Asia Limited (the Company) entered into a
Restructuring Agreement with its subsidiary, MegaVillage.com
Holdings Limited, pursuant to which MegaVillage agrees to waive
in full the Milestone Payment in consideration for the sale of
the Repurchase Shares held by the Company to MegaVillage.

As the consideration for the transaction represents less than 3
percent of the consolidated net tangible assets of the Company
as disclosed in its audited accounts for the year ended 31
December 2000, the Restructuring Agreement falls within the de
minimus rule under Rule 14.25(1) of the Listing Rules.

Accordingly, the Restructuring Agreement is only subject to
disclosure requirements and no independent shareholders'
approval is required. The Company will include details of the
Restructuring Agreement in its next published annual report in
accordance with the Listing Rules.

The Directors announce that the Company has entered into the
Restructuring Agreement pursuant to which MegaVillage agrees to
waive in full the Milestone Payment in consideration for the
sale to MegaVillage of the Repurchase Shares held by the
Company.

The Milestone Payment was payable by the Company to MegaVillage
after certain operational milestones were met by MegaVillage
pursuant to the terms of the Subscription Agreement.

Those operational milestones have been met by MegaVillage.


KANGARTEC COMPANY: Faces Winding Up Petition
--------------------------------------------
Kangartec Company Limited is facing a winding up petition
scheduled to be heard before the High Court of Hong Kong on
September 12, 2001. The petition was filed on June 26, 2001 by
Lei Zi Qing whose address is at Flat E, 9th Floor, Kwai Wah
Building, 11 Tai Loong Street, Kwai Chung, New Territories, Hong
Kong.


LEARNING CONCEPTS: To Change Shares Board Lot
---------------------------------------------
Learning Concepts Holdings Limited announces to change the board
lot of the shares of the Company from 2,000 shares to 10,000
shares for trading of shares of HK$10, with effect from 24
August 2001 for the purpose of reducing the transaction and
registration costs incurred by the shareholders of the Company.

The Directors consider that such change of board lot size is in
the best interest of the Company and its shareholders.

In order to alleviate the difficulties in trading odd lots of
Shares represented by the existing share certificates arising as
a result of the consolidation of board lots, the Company has
appointed Sanfull Securities Limited as an agent to provide
matching services to those shareholders who wish to top up or
sell their holding of odd lots of Shares during the period from
Friday, 24 August 2001 to Monday, 24 September 2001 (both days
inclusive).

Holders of Shares in odd lots represented by the existing share
certificates who wish to take advantage of this facility either
to dispose of their odd lots or to round them up to a full board
lot may contact Sanfull Securities Limited during the aforesaid
period as follows:

Contact Person  Address                                  Tel No.
Ms. Yvonne Law  20th Floor, Far East Consortium Building 2853
2127
                121 Des Voeux Road, Central, Hong Kong

The appointed agent, Sanfull Securities Limited, is an
independent third party not connected with any of the directors,
chief executive, or substantial shareholders of the Company or
any of its subsidiaries or associates.

Holders of Shares in odd lots should note that the matching of
odd lots is not guaranteed. The shareholders of the Company are
advised to consult their professional advisers if they are in
doubt about the facilities described above.

Existing share certificates in board lots of 2,000 Shares will
continue to be evidence of entitlement to Shares and be valid
for delivery and settlement. There will be no new share
certificate issued as at result of the change in the board lot
size and, therefore, no arrangement for free exchange of
existing share certificates in board lots of 2,000 Shares for
new certificates in board lots of 10,000 Shares.

As from Friday, 24 August 2001, any new certificates of Shares
will be issued in board lot size of 10,000 Shares (except for
odd lots or where the Company's share registrars are otherwise
instructed). Save and except for the change in the number of
Shares for each board lot, new certificates of Shares will have
the same format and color as the existing certificates of
Shares.

A circular setting out relevant details of the aforesaid change
in board lot size will be dispatched to the Company's
shareholders for information as soon as practicable.

On August 1, TCR-AP reported the company is undergoing a series
of cost cutting exercises and debt restructuring projects.


POLYELEGANCE ENTERPRISES: Winding Up Sought
-------------------------------------------
The Kwangtung Provincial Bank, a banking corporation duly
incorporated in The People's Republic of China, is seeking the
winding up of PolyElegance Enterprises Limited. The petition was
filed on July 19, 2001, and will be heard before the High Court
of Hong Kong on October 17, 2001.

The Kwangtung Provincial Bank has a branch office at 12t-3rd
Floors, Euro Trade Centre, Nos. 13-14 Connaught Road Central,
Hong Kong.


RAFFLES INTL: Enters Supplemental Deal With FT Holdings
-------------------------------------------------------
On 2 August 2001, Raffles International Holdings Limited (the
Vendor), FT Holdings International Limited (the Company) and the
Placing Agent entered into the Supplemental Agreement to amend
the terms of the Placing Agreement and the Subscription
Agreement.

Pursuant to the Supplemental Agreement, the relevant parties
agreed that the number of shares comprised in the Subscription
Shares shall be reduced from 58,000,000 Shares (as stated in the
Subscription Agreement) to 54,500,000 Shares.

The 54,500,000 Shares represent about 18.73 percent of the
existing issued capital of the Company and 15.77 percent of the
issued share capital of the Company as enlarged by the
Subscription (as amended by the Supplemental Agreement).

As stated in the Announcement date June 11, completion of the
Subscription Agreement would trigger the Vendor holding more
than 35% of the issued share capital of the Company as enlarged
by the Placing and the Subscription. The Vendor has applied to
the Executive for a waiver (the Waiver) to waive its obligation
to make a general offer under Rule 26 of the Takeovers Code
arising from the Subscription Agreement.

Completion of the Subscription Agreement is conditional on the
Executive granting this Waiver. The Executive has not been given
enough evidence to assess the placees' independence and has
therefore indicated that the Waiver would not be granted.

Accordingly, the Vendor decided to reduce the number of
Subscription Shares so that the Vendor will hold less than 35
percent of the issued share capital of the Company upon
completion of the Subscription Agreement. To accomplish the
aforesaid, the Vendor, the Company and the Placing Agent entered
into a supplemental agreement dated 2 August 2001 (the
Supplemental Agreement) to amend the terms set out in the
Placing Agreement and the Subscription Agreement.

According to the Supplemental Agreement, the Vendor, the Company
and the Placing Agent agreed, acknowledged and confirmed the
number of Shares comprised in the Subscription Shares shall be
reduced from 58,000,000 Shares to 54,500,000 Shares.

The 54,500,000 Shares represent about 18.73 percent of the
existing issued capital of the Company and 15.77 percent of the
issued share capital of the Company as enlarged by the
Subscription (as amended by the Supplemental Agreement).

The shareholding of the public in the Company after the Placing
and the Subscription (as amended by the Supplemental Agreement)
will approximately be 65.01 percent, of which the placees will
hold about 16.79 percent.

Save as the amendments as set out in the Supplemental Agreement,
there is no other change to the terms of the Placing Agreement
and the Subscription Agreement.

The Directors hereby announce that the Placing Shares have been
placed to seven placees. These placees and their ultimate
beneficial owners are independent of and not connected with the
Company or the Vendor or their associates, nor with the
directors, chief executive or substantial shareholders of the
Company, and any of their subsidiaries or any of their
associates (as defined in the Listing Rules).

Based on the confirmation from each of the individual placee,
the Directors have confirmed that all the placees are not funded
or backed by the Company or the Vendor or their associates, nor
with the directors, chief executive or substantial shareholders
of the Company, and any of their subsidiaries or any of their
associates (as defined in the Listing Rules).

The net proceeds from the Subscription Agreement (as amended by
the Supplemental Agreement) amounts to about HK$15.70 million
which will be used as general working capital for the Group.

The Directors have confirmed that no plan has been formulated
regarding the utilization of such net proceeds. As stated in the
Announcement, the net proceeds from the Subscription Agreement
amounted to about HK$16.75 million. The Directors are of the
view that the reduction in net proceeds (as amended by the
Supplemental Agreement) will not have any adverse effect on the
Company.

Pursuant to Rule 14.24(6)(a) of the Listing Rules, the
Subscription has to be completed within 14 days from the date of
the Subscription Agreement (which would originally fall on 22
June 2001 as stated in the Announcement) in order to exempt from
independent Shareholders approval and the disclosure
requirements applicable to connected transactions and the
compliance with other requirements under the Listing Rules.

As the Waiver is a condition to the completion of the
Subscription Agreement and could not be obtained on or before 22
June 2001, the Company has made two applications to the Stock
Exchange for an extension of time from strict compliance with
the requirements of Rules 14.24(6)(a) of the Listing Rules.

The Stock Exchange has granted the extension to the Company to 3
August 2001. Accordingly, completion of the Subscription
Agreement (as amended by the Supplemental Agreement) must take
place on or before 3 August 2001.

Completion of the Subscription Agreement (as amended by the
Supplemental Agreement) is conditional upon (i) the Stock
Exchange granting the listing of and permission to deal in the
abovementioned 54,500,000 Shares; and (ii) if required, the
Bermuda Monetary Authority consenting to the issue of new Shares
pursuant to the Subscription.


TEAMLUCK INVESTMENT: Winding Up Petition Set For Hearing
--------------------------------------------------------
The petition to wind up TeamLuck Investment Limited is scheduled
to be heard before the High Court of Hong Kong on October 10,
2001. It was filed July 17, 2001 by Kincheng Banking
Corporation, a banking corporation duly incorporated in The
People's Republic of China and having a branch office at No. 55
Des Voeux Road Central, Hong Kong.


=================
I N D O N E S I A
=================


ASTRA INTL: Unnamed Investor Bids To Buy Govt's Stake
-----------------------------------------------------
An unnamed "blue-chip financial investor"  has expressed
interest in acquiring the government's 40 percent stake in
automaking giant Astra International, The Asian Wall Street
Journal reported Thursday last week.

In a letter to the Indonesian Bank Restructuring Agency (IBRA),
Credit Lyonnais Securities (Asia) said the investor is offering
to pay IBRA a premium asking price of Rp3,750 per share.

In July, IBRA announced its preferred negotiating partner, a
consortium led by American firms Newbridge Capital and Gilbert
Global Equity Partners.


=========
J A P A N
=========


MYCAL CORP: Moody's Downgrades Ratings To B2 From Ba3
----------------------------------------------------
Moody's Investors Service downgraded Mycal Corporation's senior
unsecured long-term debt ratings and issuer rating to B2 from
Ba3.

According to Moody's, the rating outlook is negative.

Moody's says, "This action is based on Moody's concern that in
the current climate of weaker-than-expected consumer confidence
and fierce competition, the company's recovery of earnings in
the retail business may be restrained, and that the company will
need to execute more significant measures to advance its
restructuring plan. This rating action concludes the review
initiated on July 6, 2001."

"MYCAL's same-store sales have shown a stable recovery since the
beginning of the fiscal year in February 2001. However, Moody's
is concerned that consumer spending in Japan will further weaken
over the short- to medium-term. Competition among retailers in
Japan will further intensify, as they battle to capture share of
a pie that does not grow. Thus, Moody's is concerned that the
company will need to execute more significant restructuring
measures to restore earnings and to achieve debt reduction
targets," Moody's continues.

In Moody's ratings standard, the B2 ratings incorporate a
reasonable level of financial support from financial
institutions. "Moody's believes that strong financial support is
essential to Mycal's carrying out its fundamental structural
reform and to the company's ratings going forward."

Retail giant Mycal Corporation, headquartered in Osaka, Japan,
operates four main retail formats composed of Saty and Vivre
stores, Mycal Town complexes, as well as Pororoca food
retailers.

The company's consolidated revenues for the fiscal year ended
February 2001 were Y1.72 trillion (approximately US$14.4
billion).


MYCAL CORP: Revised Workout Plan Expected Soon
----------------------------------------------
Troubled retailer Mycal Corporation may release its revised
restructuring plan as early as this week. The plan is primarily
aimed at easing its debt problems, Kyodo News reported Friday,
citing company sources.

The revised plan is currently being prepared in alliance with
the company's major creditor Dai-Ichi Kangyo Bank. It is
expected to entail the "front-loading of plans" to cease
operations in loss-making stores, and management restructuring.


SUMITOMO CORP: Net Profit Down To Y8.59B
----------------------------------------
Trading house Sumitomo Corporation posted for the quarter ended
June 30 a net profit of Y8.59 billion, down 21.3 percent from
the net profit made in the same period last year, Kyodo News
reported Thursday.

The drop in gains was largely attributed to sluggish sales, the
report said.

In May, the company promised to make payouts of Y11 billion in
an out-of-court settlement of compensation lawsuits filed by 51
American companies whose huge losses were incurred due to
illegal futures trading on the London Metal Exchange.

Former Sumitomo copper trader Yasuo Hamanaka, who made the
trades, is in prison serving an 8-year sentence.



=========
K O R E A
=========


DAEWOO GROUP: Begins Talks With Creditors Over Debt Settlement
--------------------------------------------------------------
Financially troubled Daewoo Group went back to the negotiating
table with its creditors last Thursday, resuming talks in Hong
Kong over settlement of the group's debts amounting to over US$5
billion, according to a report by The Asian Wall Street Journal.

Finance and Economy Minister Lee Hun Jai said the talks were
expected to reach a compromise by last weekend.

Two weeks ago, the foreign creditors' steering committee was
expecting a recovery rate of 45 percent on the total debt owed
by the Daewoo Group companies, as opposed to the previous
recovery rate sought in December, pegged at 59 percent, the
report said.


DAEWOO HEAVY: Posts H1 Net Profit Of W50.9B
-------------------------------------------
Daewoo Heavy Industries & Machinery Limited recorded a net
profit of W50.9 billion for the first half of the year, owing
largely to weaker won, which poised the company at an advantage,
The Asian Wall Street Journal reports Thursday last week.

The gains were made on sales revenue of W803.2 billion, climbing
9 percent from the year-ago period.

Last year, the company completed its separation from Daewoo
Heavy Industries Company.


DAEWOO MOTOR: Talks On Sale With GM Resume
------------------------------------------
The negotiations on the sale of insolvent Daewoo Motor Company
between the Korean automaker's creditors and General Motors
Corporation (GM) resumed Monday last week, The Korea Herald
reported Thursday, citing major creditor Korea Development Bank
(KDB) Governor Jung Keun-yong.

Jung told Herald, "Right at this moment, the negotiations are
underway. I presume the negotiations must have found some common
ground because working- level officials have been in talks with
each other."

However, Jung did not expound on the progress of the latest
talks, the report said.


HANBO IRON: H1 Sales Climb To W175.4M
-------------------------------------
Hanbo Iron and Steel posted sales of W175.4 million for the
first half, climbing 5 percent from the sales figure recorded in
the year-ago period, Asia Pulse reported Thursday last week.

With the increased sales, the company hauled in an operating
profit of W8.2 billion, swinging from a loss of W25.4 billion in
the same period last year, the report said.

The company's improved business performance, as shown in the
first half results, stemmed from the company's extensive
restructuring programs after it was declared bankrupt.

The company has already made repayments on debts totaling W122.6
billion, the report said.


HANBO IRON: INI Steel Interested To Take Over
---------------------------------------------
INI Steel, formerly Inchon Iron and Steel, has expressed its
interest in acquiring Hanbo Iron and Steel, The Korea Herald
reported late last week, citing Chairman Park Se-yong.

Park was quoted as saying, "Like us, Hanbo is a electric furnace
mill. We are considering participating in the auction for
Hanbo."

INI Steel is one of the five companies reportedly interested in
taking over Hanbo, the newspaper said.


HYNIX SEMICON: Completes Repayment On W600B Bonds
-------------------------------------------------
Hynix Semiconductor Inc has completed its repayment on corporate
bonds worth W600 billion due next year, The Asian Wall Street
Journal reported Thursday last week.

The repayment was made with funds raised via the company's
convertible bonds issue in June, the report says, citing an
executive at Korea Exchange Bank, the ailing chipmaker's largest
creditor.

Meanwhile, creditor banks have consulted financial advisor
Salomon Smith Barney for the revision of Hynix's funding plan
vis-.-vis the slump in the semiconductor sector, the report
says.


POHANG IRON: To Retire 4% Of Shares
-----------------------------------
Pohang Iron & Steel Company (POSCO) is seeking to retire 3
percent of its shares, or 2.89 million shares, late this month,
as part of the company's privatization plan prepared by major
creditor Korea Development Bank, Dow Jones reported late last
week.

The company is scheduled to convene a board meeting late this
month, once the revised share-retirement regulations have been
implemented this month, the report said, citing a company
spokesman.


===============
M A L A Y S I A
===============


CONSTRUCTION & SUPPLIES: Negotiations With Creditors Ongoing
------------------------------------------------------------
Construction And Supplies House Berhad (CASH) announced
Wednesday the company is still negotiating with the creditors
involved under the Debt Restructuring Scheme, with the objective
of regularizing the financial condition of the company.

Background

The Group is in the midst of securing a new business and
formalizing a restructuring proposal to put it back on a
stronger financial and operational footing.

On 15 August 2000, the Company entered into a MOU with vendors
of Kurnia Padu Sdn Bhd (KPSB), to acquire the entire paid-up
share capital of KPSB. KPSB owns 70 percent of HVD Holdings Sdn
Bhd which is primarily engaged in TV program production. The
proposed acquisition amounts to a back door listing of the KPSB
Group.

The Company originally owned oil palm and rubber plantations,
which were sold in May 1971 when it ventured into the field of
commerce and industry. It diversified into property development
in 1982, supply and distribution of petroleum and petroleum-
based products and services in 1985, hotel business and the
financial services sector also in 1985, and the garment/textile
business in 1989/1990.

In 1993, the Company embarked upon a rationalization and
restructuring program to trim operations and place its business
on a profitable path, beginning with cessation of the petroleum-
based and garments/textile business.

The property development and construction businesses were
streamlined in 1996 under then subsidiary Cash Builders Sdn Bhd
(subsequently disposed of in 1999).

In 1998, the current exercise was formulated to restructure
borrowings, dispose of investments and assets, issue new shares,
and inject new business that led to the KPSB proposal of August
2000.


HOTLINE FURNITURE: Adviser Seeks Six-Month Extension
----------------------------------------------------
The board of directors of Hotline Furniture Berhad announced
Wednesday there is no change in the monthly status plan in
regularizing the financial conditions of Hotline since the last
announcement made on 2 July 2001. However, Hotline's adviser
wrote to the Securities Commission on 27 July 2001 to request a
further 6 months extension to implement the Proposals, as
mentioned in the company announcement on 23 February 2001.


L&M CORP: Fine-Tunes Terms For Stakeholder Deal
-----------------------------------------------
The board of directors of L & M Corporation (M) Bhd (LMCM)
announced Wednesday, pursuant to its monthly status plan in
regularizing financial conditions (July 2001), that the terms
and conditions for the profit guarantee and stakeholder
agreement have yet been finalized.

The company said, as announced on 2 July 2001, LMCM had applied
for a deadline extension for submission of all necessary
documents to Securities Commission and other relevant
authorities. LMCM is still waiting for a response from the
Exchange.


MBF HOLDINGS: Seeks Authorities' Approval Of Plan
--------------------------------------------------
Alliance Merchant Bank Berhad, for and on behalf of the board of
directors of MBf Holdings Berhad (MBf-H or the company),
announced Wednesday that there is no further development on the
status of MBf-H's plan to regularize its financial condition
pursuant to Practice Note No. 4/2001 issued by the Kuala Lumpur
Stock Exchange, subsequent to the company's announcement dated 2
July 2001.

The Proposed Scheme of Arrangement is subject to the following
approvals:

   (i) Securities Commission, an application of which was
submitted on 26 June 2001;

   (ii) Foreign Investment Committee, an application of which
was submitted on 26 June 2001; and

   (iii) Bank Negara Malaysia, an application of which will be
submitted shortly.

Background

The Group began as Island Hotels & Properties, a developer of
hotels, holiday resorts and other landed properties. It later
diversified into financial services and manufacturing and bought
a substantial stake in Malaysia Borneo Finance Corporation (M)
Bhd (now MBf Finance Bhd), which was floated in 1983.

The Group ventured into insurance, credit cards and countertrade
businesses between 1983 and 1985. By 1987, the Group began
venturing overseas.

A restructuring and rationalization saw the Group transferring
its interests in financial services-related companies to MBf
Capital Bhd in 1992. MBf Capital was subsequently listed on KLSE
in place of MBf Finance following a share exchange.

In July 1998, the Company and some of its subsidiaries proposed
to restructure operations. All local lenders have given their
approvals-in-principal to a Scheme of Arrangement (SOA). The
proposed SOA, which includes the restructuring of the Group's
borrowings, involves MBf Holdings Bhd (MBfH) and selected
subsidiaries. It was anticipated to be completed by 1Q2001.

A major thrust is to reorganize the Group to focus on three core
businesses, i.e. credit card and related services, property
development, and trading. Meanwhile, operations of MBf Finance
have been completely taken over by BNM since January 1999.


NAUTICALINK BERHAD: Investigating Regularization Options
--------------------------------------------------------
Nauticalink Berhad (NLB or the company) announced Wednesday that
since the last monthly status announcement dated 02 July 2001,
the company is still exploring various options to address and
regularize its financial position.

NLB is still in the midst of formulating a new restructuring
scheme and is currently in discussion with prospective investors
and financiers.

The company is expected to make an announcement on a new
restructuring scheme once finalized; in any event by 23 August
2001, being the six months period from the date of NLB's first
Announcement dated 23 February 2001.

Profile

Ferry service provider Nauticalink's main subsidiary, Kuala
Perlis-Langkawi Ferry Services Sdn Bhd (KPLFS), commenced
operations in April 1961. It currently plys nine routes:
Langkawi-Kuala Perlis, Langkawi-Kuala Kedah, Langkawi-Penang,
Langkawi-Satun (Thailand), Penang-Belawan (Indonesia), Langkawi-
Belawan-Lumut, Pulau Paya Marin Park, Tanjung Gemok-Tioman and
to Kuala Terengganu-Pulau Redang.

In March 2000, the Company unveiled a proposed debt
restructuring and schemes of arrangement. The restructuring
involves the acquisition of Teluk Ramunia fabrication yard and
related yard structures as well as a company involved in steel
fabricating of offshore platforms.

These acquisitions mark a change in core business under KPLFS to
steel fabrication of offshore structures, marine and allied
equipment and support services for the oil and gas industry.

The proposals are still pending the Securities Commission's (SC)
full approval which had in August, stipulated a downward
revision in the purchase consideration for the fabrication yard.

Currently, Nauticalink is looking into hiving off its ferry
operation in the medium term.

Services: Ferry services; maintenance services for barges,
vessels and ships; transportation, haulage and integrated
logistics services.


NCK CORP: Plan to Regularize Condition Unchanged
------------------------------------------------
NCK Corporation Berhad (Special Administrators Appointed)
announced Wednesday that there is no change to the company's
plan to regularize its financial condition since the company's
previous monthly announcement made on 2 July 2001.

As announced earlier on 16 April 2001, Pengurusan Danaharta
Nasional Berhad (Danaharta) had appointed the Special
Administrators (SA) to assume control of the assets and affairs
of NCK and to prepare a workout proposal, which must be examined
by an Independent Adviser and approved by Danaharta. After which
a meeting of secured creditors will be called to consider and to
vote on the proposal.

The company has applied for an extension of six (6) months to
release the Requisite Announcement to the Exchange in view of
the moratorium period of one (1) year given to the SA to
complete their task and to come out with a workout proposal.


PAN MALAYSIAN: Peak Meadow Buys Shares in MUIB
----------------------------------------------
Pan Malaysian Industries Berhad announced Thursday, further to
its announcement on 25 July 2001, that Peak Meadow Sdn Bhd, a
wholly-owned subsidiary of Pan Malaysian Industries Berhad, had
purchased the ordinary shares of Malayan United Industries
Berhad (MUIB) as follows:

   1) Date of dealing - 02 August 2001

   2) Consideration of dealing - RM54,460.00

   3) Number of shares acquired - 100,000 ordinary shares of
RM1.00 each

   4) Percentage of issued share capital of MUIB - 0.005 percent


PARIT PERAK: Only Four Creditors Reply To Workout Proposal
----------------------------------------------------------
Parit Perak Holdings Berhad announced Wednesday that only four
creditor banks replied in writing to the debt restructuring
proposal by 2 July 2001, the expiry date of the Master
Agreement.

The remaining creditor banks failed to respond in writing within
the deadline despite being given ample time to decide.

Consequently, the Master Agreement dated 3 April 2001 is
considered to have lapsed 2 July 2001.

Background

Initially the Company carried out rubber planting activities,
but its business has changed to that of an investment holding
concern. Via a restructuring scheme undertaken in 1994, the
Company divested its plantation interests and re-invested
principally into property development activities. Its main
development is the Kemayan City project in Johor Bahru, where
the Kemayan City Shopping Complex was completed in February
1999.

In February 2000, the Company sought the assistance of the CDRC
in mediating a scheme to restructure the Group's debts and
borrowings. On 8 August 2000, a restructuring scheme was
unveiled which comprises a proposed capital reduction and
consolidation, rights issue, acquisition of a shopping complex
in Seremban and a debt restructuring scheme. The proposals were
expected to be submitted to the SC within six months from 30
November 2000.

Meanwhile, the Company has been appointed the main turnkey
contractor to complete construction of the podium block of the
largest shopping center in Seremban, known as Kemayan Square
Shopping Mall. The shopping center is targeted to reach
practical completion by the end of 2001.

The Group also plans to re-position itself in the property
development sector by constructing apartments on top of the
Kemayan City shopping podium in Johor Bahru instead of the
present approved plans for three office towers and a hotel.


SPORTMA CORP: Working Out Info Circular with Affin Bank
-------------------------------------------------------
Sportma Corporation Berhad (Special Administrators Appointed)
(Sportma or the company), pursuant to Paragraph 4.1(b) of
Practice Note 4/2001 of the Kuala Lumpur Stock Exchange's
Listing Requirements whereby the affected listed issuer is
required to announce the status of its plan to regularize
financial condition on a monthly basis, announced Wednesday that
the company and Affin Merchant Bank is in the midst of preparing
an Information Circular to the shareholders of Sportma that will
be dispatched to the shareholders in due course.

Background

On 9 September 1999, Pengurusan Danaharta Nasional Bhd appointed
the Special Administrators (SA) to manage the affairs of the
Company. Production activities were reduced to the minimum
during the Receiver & Manager's period and during the
appointment of the SA.

Subsequently the Company ceased operations following a Lease
Agreement which was executed on 3 December 1999 between the
Company and Amalgamated Composite Technologies Sdn Bhd (ACT) for
the lease of fixed and hire purchase assets of the Company and
Silkprint Industries Sdn Bhd.

On 15 March 2000, the secured creditor of the Company approved a
scheme as proposed by the SA. The proposed restructuring scheme
involves cancellation of the entire share premium reserves of
Sportma, transfer of Sportma's listing status of Harn Len
Corporation Bhd (Harn Len) by way of exchanging 10 existing
Sportma shares for one new share in Harn Len, rights issue,
injection of profit generating assets, disposal of non-
synergistic business and liquidation of existing non-viable and
defunct businesses.

As a result, shareholders of Sportma will become shareholders of
Harn Len; and Sportma will become a wholly-owned subsidiary of
Harn Len. Harn Len will thus become the new ultimate holding
company of Sportma.

Sportma had commenced operations in 1990 producing tennis,
badminton, squash and racquetball racquets for leading brands
such as Wilson, Spalding, Rossignol, Kneissl and Adidas


TECHNOLOGY RESOURCES: Naluri Accepts New Shares Issue Invitation
----------------------------------------------------------------
The board of directors of Technology Resources Industries Berhad
(TRI board) announced that TRI has received a letter dated 1
August 2001 from Naluri Berhad accepting TRI's invitation to
participate in the proposed restricted issue by TRI of up to
724,138,000 new ordinary shares of RM1.00 each at an issue price
of RM1.45 per share (Proposed Restricted Issue), subject to:

   (a) TRI implementing the proposed rights issue of up to
840,907,661 new ordinary shares of RM1.00 in TRI (Rights Shares)
to the shareholders of TRI at an issue price of RM1.00 per share
on the basis of one (1) Rights Share for every one (1) existing
share held in TRI.

   (b) TRI implementing the proposed early redemption option of
its restructured US$375 million bonds due 2004 (now US$ variable
rates bonds due 2002), and the restructured RM50 million
overdraft and revolving credit facility with Danaharta Urus Sdn
Bhd.

   (c) Naluri obtaining the approvals of the Securities
Commission, its shareholders at an extraordinary general meeting
to be convened and any other relevant authorities.


TRANS CAPITAL: Unit Sells RTI Shares For RM2.8M
-----------------------------------------------
The board of directors of Trans Capital Holdings Berhad (TCHB)
announced Thursday that Trans Capital Sdn. Bhd. (TCSB), a
wholly-owned subsidiary of TCHB, had over a period of four
months between May 2001 and 30 July 2001 disposed of 1,375,300
shares held in Repeat Technologies, Inc (RTI) (The RTI Disposal)
for a total cash consideration of about RM2,267,831.25.

RTI is a company listed on the NASDAQ, USA and is in the
business of developing, marketing and selling wireless network
equipment primarily to providers of code division, multiple
access of CDMA-based wireless services.

Trans Capital Holding Berhad advised Thursday that trading in
the company's shares was suspended with effect from 9.00 a.m.,
Thursday, 2 August 2001 until further notice.


Background

The Trans Capital Group is currently in the midst of finalizing
a financial restructuring scheme. On 3 October 2000, the Company
obtained the SC's approval for its debt restructuring exercise
with its financial institution creditors and, capital raising
exercise via rights issue.

The core activity of the Group is the provision of electronic
contract manufacturing services such as printed and flex circuit
board assembly, and total box-built products for the computer,
telecommunications and electronic products. The bulk of these
services and complete end-products, such as removable hard disk
drive and related products, are marketed to MNCs in Malaysia and
overseas, notably to the US, Europe and Asia Pacific.

A significant portion of its raw materials such as integrated
circuits, components, flexible circuits, are sourced from more
than 400 Malaysian and overseas suppliers. Manufacturing
activities are based at Bandar Seberang Jaya, Prai, Penang.

Current annual production capacity and production output are
approx. (i) 2.4 million pieces and 2.1 million pieces of printed
circuit assemblies for computers respectively; (ii) 2 million
pieces and 1.72 million pieces of flex circuit assemblies for
computers respectively; and (iii) 3.5 million pieces and 2.4
million pieces of printed and flex circuit assemblies for
telecommunication and electrical products respectively.

Annual production capacity and production output amounts to
500,000 pieces and 450,000 pieces for assembly of complete end-
products respectively. Current annual production capacity of
hard disk drive and removable cartridge are 1.44 million and 0.5
million respectively.

Subsidiary, Trans Capital (TCSB) had on 24 November 2000,
entered into an MOU with Optics Storage Pte Ltd (OSPL), Edwin
Long and Chew Juan, shareholder of OSPL and Ashburton Minerals
Ltd (AML) for the subscription of OSPL shares. These shares will
subsequently be converted to AMC shares at a deemed issue price
of AU$0.10.

This agreement is pursuant to the proposed listing of OSPL on
the Australian Stock Exchange, of which as a condition
precedent, OSPL has to retire its outstanding debt with major
creditors, i.e. TCSB. The principal activities of OSPL and its
subsidiaries are research and development, manufacture and sale
of optical storage devices for the computer and electronics
industry and distribution of computer peripherals.


=====================
P H I L I P P I N E S
=====================


NATIONAL BANK: Govt Offers Low, Says Tan
----------------------------------------
Philippine National Bank (PNB) majority shareholder Lucio Tan
considered the government's offers to buy his 67 percent stake
in the bank are very low, Dow Jones reports.

The government, in its "reverse privatization" plan for PNB,
offered Tan up to P45 per share, or about P11.4 billion, the
report says. According to the report, a price offer of P60 per
share, or a total sum of P15.2 billion, would have been fair
enough.


NATIONAL POWER: Appoints Credit Suisse As Adviser
-------------------------------------------------
Credit Suisse First Boston has been named one of the two
financial advisers to state-owned National Power Corporation
(Napocor) in its privatization exercises, Business World reports
late last week, citing Energy Secretary Vincent Perez Jr.

Credit Suisse was selected by a committee of the Private Sector
Assets and Liabilities Management Corporation (PSALM), the local
business paper says.

"Credit Suisse has a very relevant experience in the
privatization of the power sector in similar emerging markets
such as Argentina, Peru, Ukraine, Australia, Czech Republic and
Columbia...There is also a firm commitment from them to do this
(privatization)," Perez was quoted as saying.

Credit Suisse was selected from the eight investment banks that
vied to act as advisers in Napocor's privatization program. The
other investment firms are BPI Capital, Salomon Smith Barney-
Citigroup, ING Barings-PricewaterhouseCoopers, JP Morgan Chase
Manhattan, Lehman Brothers, Macquarie Bank group of Australia
and NM Rothschild and Sons.


=================
S I N G A P O R E
=================


KEPPEL CAPITAL: OCBC Bank Receives 89% Acceptances
--------------------------------------------------
Oversea-Chinese Banking Corporation Limited (OCBC Bank)
announced Friday that, further to its Offer Document of 3 July
2001 and its revised offers of 14 July 2001, acceptances
received for its offer for all outstanding shares of Keppel
Capital Holdings (KCH) have reached approximately 89 percent.

This equates to approximately 65 percent of the maximum
potential issued share capital of KCH.

As of 5:00pm, 2 August 2001, OCBC Bank has received acceptances
for a total of 1,226 million shares, representing approximately
89 percent of KCH's issued and paid-up share capital and 65
percent of KCH's maximum potential issued share capital, and 43
million listed warrants, representing approximately 86 percent
of the outstanding listed warrants issued by KCH.

OCBC Bank's vice-chairman and CEO, Alex Au, said OCBC Bank is
not able to declare the offers unconditional in all respects
until it receives all relevant regulatory approvals.

"OCBC Bank is presently awaiting certain foreign regulatory
approvals in order to declare the offers unconditional in all
respects and is making every effort to obtain these as quickly
as possible," Au said.

KCH shareholders and warrantholders who have already accepted
the offers or who accept the offers before they are declared
unconditional in all respects, will receive payment within 21
days of the date the offers are declared unconditional in all
respects.

KCH shareholders or warrantholders who accept the offers after
they have been declared unconditional in all respects but before
the closing date of 17 August 2001 (3:30pm) will receive payment
within 21 days of the date of receipt of their acceptance forms.

OCBC Bank is offering S$3.65 in cash for each KCH share and
S$1.28 in cash for each KCH listed warrant.

UBS Warburg, a business group of UBS AG, is acting as sole
financial adviser to OCBC Bank for the offers.

Note: Maximum potential issued share capital of KCH means the
total number of shares which would be in issue had all the
employee options, the listed warrants and the AIB warrants been
validly exercised as at 16 July 2001.


NOBEL DESIGN: Appoints Provisional Liquidator To Unit
-----------------------------------------------------
The Board of Directors of Nobel Design Holdings Ltd (the
Company) wishes to announce that in line with the Company's
efforts to rationalize and consolidate the business units of the
Group due to the slow economic conditions, the following
transactions have taken place:

   Bel Projects Pte Ltd

   The Company has disposed of its entire shareholding interest
in Bel Projects Pte Ltd ("Bel Projects") comprising 110,000
ordinary shares of S$1.00 each, representing 55 percent of the
total issued share capital of Bel Projects, for a consideration
of S$136,417.70.

   The consideration was arrived at based on the unaudited net
tangible assets of Bel Projects as at 31 May 2001. Pursuant to
the transaction, a net interim dividend amounting to S$430,000
(after deduction of Singapore income tax at the rate of 24.5
percent) was paid out of the retained profits of Bel Projects
for the financial year ended 31 December 2000 to the
shareholders of Bel Projects.

   The transaction is not expected to have a material impact on
the net tangible assets per share and earnings per share of the
Company and of the Group for the financial year ending 31
December 2001.

   None of the directors or substantial shareholders of the
Company has any interest, direct or indirect, in the
transaction.

   Kitchencraft Manufacturers Pte Ltd

   The Company has disposed of its entire shareholding interest
of 21,000 ordinary shares of S$1.00 each in its associated
company, Kitchencraft Manufacturers Pte Ltd ("Kitchencraft") for
a nominal consideration of S$1.00.

   The consideration was arrived at on a willing buyer, willing
seller basis after taking into account the negative audited net
tangible assets of Kitchencraft as at 31 December 2000.

   Full provision for diminution in value of investment in
Kitchencraft has already been made in the accounts of the
Company and the disposal is therefore not expected to have any
material effect on the net tangible assets per share and
earnings per share of the Company and of the Group for the
financial year ending 31 December 2001.

   None of the directors or substantial shareholders of the
Company has any interest, direct or indirect, in the
transaction.

   Westplan Marketing Pte Ltd

   The Board of Directors of Westplan Marketing Pte Ltd
(Westplan), a 70 percent owned subsidiary of the Nobel Design
Holdings Limited, has appointed Mr. Don M Ho of Messrs. Don Ho &
Associates as Provisional Liquidator for voluntary winding up of
Westplan.

   Westplan was incorporated in Singapore on 3 January 1997 and
its principal activities are to manufacture and sell office
furniture systems and to provide general contracting services.

   In the event that Westplan is to be wound up, the Group will
have to write off the post-acquisition losses amounting to
S$658,477 and reversal of goodwill amortized to date amounting
to S$377,344, as it is unlikely that the Company would be able
to recover the said amounts due to the financial difficulties
faced by Westplan's customers.

   Having considered the above and based on the audited accounts
of the Company and of the Group for the financial year ended 31
December 2000, the winding up of Westplan is expected to have a
material effect of more than 5 percent on the net tangible
assets per share of the Group for the financial year ending 31
December 2001.

   Apart from the above transactions, as part of the Company's
efforts to rationalize and consolidate the business units of the
Group, the Group has undergone an across-the-board wage
adjustment exercise, implemented cost-cutting measures, frozen
headcount, merged business divisions to reduce fixed costs and
terminated unprofitable businesses that have no prospects of
turning around in the medium term.

   The Group will focus its efforts on generating positive
cashflow to ride out the slow economic conditions, and will
continue to maintain its market presence in order to take
advantage of any turnaround in the economy.


===============
T H A I L A N D
===============


BUMRUNGRAD HOSPITAL: Executes MOU With Auriga
-----------------------------------------------
Bumrungrad Hospital Public Co Ltd announced Thursday the
company's board of directors, in its August 1, 2001 meeting,
approved the execution of a Memorandum of Understanding with
Auriga S.A. The agreement creates the joint operation of the
business of VitalLife Co Ltd, a subsidiary company rendering
preventive healthcare services.

The board also resolved and authorized managing director Linda
Lisahapanya to sign the shareholders agreement and other
related agreement purported by the aforementioned Memorandum of
Understanding.


TANAYONG PUBLIC: Prepare A Rehab Plan, SET Orders
-------------------------------------------------
The Stock Exchange of Thailand (SET), in its letter dated July
10, 2001, told Tanayong Public Co., Ltd. (TYONG) to prepare a
rehabilitation plan.

The request was sparked by TYONG's audited financial statements
of March 31, 2001 showing negative value of shareholders'
equity. The company has fallen under the SET delisting
criteria for listed companies' securities.

SET policies in delisting of a listed company allow TYONG to
choose from preparing a rehabilitation plan for the shareholders
to consider, voluntary delisting, and other choices that could
benefit the company.

The board of director has decided to prepare a rehabilitation
plan to propose to the shareholders. The company will then
inform the SET about the progress of the rehabilitation plan.


S U B S C R I P T I O N  I N F O R M A T I O N

Troubled Company Reporter -- Asia Pacific is a daily newsletter
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Copyright 2000.  All rights reserved.  ISSN: 1520-9482.

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