/raid1/www/Hosts/bankrupt/TCRAP_Public/010814.mbx
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
Tuesday, August 14, 2001, Vol. 4, No. 158
Headlines
A U S T R A L I A
COLES MYER: Posts Daily Buy-back Notice
DIGITAL NOW: Seeking Prospective Buyer
DIGITAL NOW: Will Not Achieve Results Forecast
MTM ENTERTAINMENT: Babcock & Brown Raises Stake
MTM ENTERTAINMENT: Sunderton Takes 66.3% Voting Power
PASMINCO LIMITED: Director Herron Posts Notice of Interest
PMP LIMITED: Alliance With Seven Network Confirmed
C H I N A & H O N G K O N G
COMPANION BUILDING: September 7 AGM Scheduled
FULBOND HOLDING: Trading Suspended
GIANT STATE: Faces Winding Up Petition
HKSTC WARRINGTON: Winding Up Sought
HI SUN HOLDINGS: Dispatches Scheme Document to Shareholders
HINET HOLDINGS: Shareholders Approve Subdivision Of Shares
INNOVATIVE INTERNATIONAL: AGM on September 3
INNOVATIVE INTL: Seeks Circular Dispatch Extension
KIN DON: Incurs H1 Net Loss of HK$17.43M
KING PACIFIC: Dispatch of Report Delayed
KING PACIFIC: Whirlwind Sells Stake to Global Bridge
I N D O N E S I A
BANK NEGARA: Pefindo assigns BBB+, Outlook Stable
GOLDEN AGRI: Call Option Agreement with Indofood Failed
SINAR MAS: Pefindo Downgrades Credit Ratings to `idD'
J A P A N
BRIDGESTONE CORP: Posts Midyear Group Net Loss Of Y30.57B
K O R E A
BYUCKSAN CONSTRUCTION: Creditor Banks Assume Workout Measure
DINER'S CARD: Creditor Banks Plan Sale Via CRV
DAEWOO CORP: Creditor Banks Decide to Liquidate
DAEWOO ELECTRONICS: Foreign Firms May Participate In Bidding
DAEWOO HEAVY: Liquidation Scheduled
DAEWOO MOTOR: GM Takeover Nears
DAEWOO SHIPBUILDING: Graduating From Workout Program
DAEWOO TELECOM: Creditors Plan Split Sale
DONGWHA DUTY: Creditor Banks to Undertake Workout Measure
HYNIX SEMICON: Needs W1.5 Trillion to Stay Alive, SSB Says
HYUNDAI SECURITIES: Union Opposes Hyundai Trust Reinvestment
KOHAP: Creditors Plan Split Sale
KOREA ELECTRIC: Three Firms Vie for Powercomm
ORION ELECTRIC: Creditor Banks Plan Sale Via CRV
SAMPYO INDUSTRIES: Creditor Banks to Undertake Workout Measure
SSANGYONG MOTOR: Recalls New Korando Jeeps for Defective Belts
SHINWOO: Creditor Banks Plan Sale Via CRV
M A L A Y S I A
ABRAR CORP: Gets Judgment In Default Vs. Bangsar Properties
CYGAL BERHAD: Divests CTA Stake
MYCOM BERHAD: In Talks With Creditors Over Default Settlement
PAN MALAYSIA: Soo Lay Buys Shares During Closed Period
SPORTMA CORP: Default In Principal Payment Stands At RM159.5M
TIME DOTCOM: Units Apply For Capital Reduction
P H I L I P P I N E S
NATIONAL POWER: Fours Firms Show Interest In Transmission Assets
NATIONAL STEEL: Reopening Likely
WESTMONT INVESTMENT: SEC Seeks Prosecution Of Officials
S I N G A P O R E
GIKEN HOLDINGS: Gives Up Stake In Giken Sakata
L&M Group: Tay, Lee Appointed As Independent Directors
THAKRAL CORP: Aug 27 AGM, Agenda Scheduled
T H A I L A N D
NEP REALTY: Posts Net Loss of Bt32.498M
SAMAKKHISAN: Business Reorganization Filed in Bankruptcy Court
SINO-THAI: Clarifies 2Q Financial Statement
THAI-QUALITY: EGM Approves Capital Reduction
- - - - - - - -
=================
A U S T R A L I A
=================
COLES MYER: Posts Daily Buy-back Notice
---------------------------------------
Coles Myer Limited posted the following notice:
APPENDIX 3E
DAILY SHARE BUY-BACK NOTICE
(EXCEPT MINIMUM HOLDING BUY-BACK AND
SELECTIVE BUY-BACK)
Name of Entity
Coles Myer Ltd
ACN or ARBN
004 089 936
INFORMATION ABOUT BUY-BACK
1. Type of buy-back On market within 10/12 limit
2. Date Appendix 3C was given to 12/October/2000
to ASX
TOTAL OF ALL SHARES BOUGHT BACK, OR IN RELATION TO WHICH
ACCEPTANCES HAVE BEEN RECEIVED, BEFORE, AND ON, PREVIOUS DAY
BEFORE PREVIOUS
PREVIOUS DAY
DAY
3. Number of shares bought 1,577,540 19,500
back or if buy-back is
an equal access scheme,
in relation to which
acceptances have been
received
$ $
4. Total consideration paid 9,899,203 128,025
or payable for the shares
Note: The above figures "Before previous day" include an
adjustment for 10,000 shares purchased on 25/07/2001 for
consideration $60,767 omitted from the 26 July daily share buy-
back notice.
5. If buy-back is an on-market
buy-back
Highest price paid Highest price paid
$6.63 $6.57
Date: 07/08/2001
Lowest price paid Lowest price paid
$5.99 $6.55
Date: 24/07/2001
Highest price
allowed under rule
7.33:
$7.01
PARTICIPATION BY DIRECTORS
6. If buy-back is an on-market Nil
buy-back - name of each
director and related party
of a director from whom the
company bought back shares
on the previous day, the
number of shares which the
company bought back from
each named director or
related party, and the
consideration payable for
those shares.
HOW MANY SHARES MAY STILL BE BOUGHT BACK.
7. If the company has disclosed 28,402,960
an intention to buy back a
maximum number of shares - the
remaining number of shares to
be bought back
COMPLIANCE STATEMENT
1. The Company is in compliance with all Corporations Law
requirements relevant to this buy-back.
2. There is no information that the listing rules require to be
disclosed that has not already been disclosed, or is not
contained in, or attached to, this form.
DIGITAL NOW: Seeking Prospective Buyer
--------------------------------------
At the Annual General Meeting held in May this year, Digital Now
Incorporated indicated revenue projections of US$12 million for
the fiscal year ending 31 December 2001. Since then, market
conditions have weakened and continue to deteriorate.
As a result, the company has seen delays and deferrals of
customer purchases and orders for Digital Now equipment.
Because of these factors, the company cannot predict its future
sales and its revenue collections. While the company is making
substantial reductions in its expenses, the Board was
accordingly concerned that market conditions would not improve
and customer purchases and orders would not increase in the
immediate future and that the Company's cash reserves would be
depleted.
In such circumstances, the Board considered that it was in the
best interests of creditors and shareholders that it seek a
purchaser for the business, believing that the company has
assets which are of value and would be attractive to certain
market participants.
The Board considered that by taking this decision at this time,
the Company has an opportunity to effect an orderly sale and to
maximize value for both creditors and shareholders.
The company is continuing to conduct business during the sale
process and will continue to seek additional sales of its
products. However, in light of the continuing and increasing
deterioration in the market, and the recent announcement of the
Board's intention to sell the business of the company, the
company cannot predict what its revenue and operating results
may be for the remainder of the year.
There are a number of factors that may affect the company's
ability to continue operating while it seeks a purchaser of its
business. These factors include the company's ability to make
additional sales in light of its recent announcement, to collect
outstanding amounts due from customers, to maintain credit terms
with its vendors and other factors.
As of 31 July 2001, the company had approximately US$930,000 in
cash, US$940,000 in accounts receivable, US$1,400,000 in
inventory, and US$3,200,000 in accounts payable, accrued
expenses and other current obligations, of which US$1,900,000 is
trade payables. (Note that the figures set forth are preliminary
and unaudited).
With this announcement, the Company is also attaching an
unaudited balance sheet for the half year ended 30 June 2001.
The Company is now seeking expressions of interest for the
business and its assets. Assets being offered for sale include
the assets set out in the attachment to this notice.
ABOUT DIGITAL NOW
For more information, please call +1-703-902-0600 or visit the
company's web site at www.digitalnow.com
IMPORTANT NOTE
The Digital Now securities traded on the Australian Stock
Exchange (ASX) have not been registered with the securities laws
of the United States. As of March 9, 2001, certain restrictions
prohibiting the offer or sale of these securities within the
United States, or to or for the account or benefit of, any US
Person, as such terms are defined in Regulation S promulgated
under the US Securities Act of 1933, have expired.
LIST OF SELECTED ASSETS
1.Large Lab Film Scanning and Digitizing Equipment (E-Scanner
and other related equipment)
2. Mid-size Lab Scanning and Digitizing Equipment (P-Scanner
and other related equipment)
3. Mini-Lab Scanning Software Systems
4. Print to Print Scanner
5. Patented Lamphouse Process for Film Illumination
6. Film Notching and Order Tracking Equipment
7. Color correction technology for film scanning process
8. Digital Photo Factory production software
9. Photo Web Hosting and Reprinting Application
(MyPhotosNow.com)
10. Image CD-Presenter and Multimedia Organizing Software
11. Dry Film Development (patent pending)
12. Single Use Digital camera (patent pending)
13. Automatic Image Rotation technology (patent pending)
14. Global Customer Base
15. Significant Market Share in Scanning and Digitizing
Equipment
DIGITAL NOW, INC
CONSOLIDATED BALANCE SHEET
JUNE 30,2000
UNAUDITED
JUNE 30,2000
US$
ASSETS
Current Assets:
Cash and cash equivalents 1,213,752
Accounts receivable, net 1,268,602
Inventory, net 1,608,626
Prepaid and other current assets 170,226
Total current assets 4,261,206
Property and equipment, net 954,898
Other assets 80,128
Deferred financing costs 123,029
Goodwill, net 14,899,037
Total assets 20,318,298
LIABILITIES AND SHAREHOLDERS' EQUITY/DEFICIT)
Current liabilities;
Accounts payable and accrued expenses 2,863,413
Accrued restructuring expense 526,261
Amounts payable to shareholder 741,980
Deferred rent 25,997
Deferred revenue 605,689
Total current liabilities 4,763,340
Long term portion of accrued restructuring expense 235,484
Convertible notes 2,345,904
Total liabilities 7,344,728
Total shareholders' equity/ (deficit) 12,973,570
Total liabilities and shareholders'
equity/(deficit) 20,318,298
DIGITAL NOW: Will Not Achieve Results Forecast
----------------------------------------------
The directors of Digital Now, Inc (ASX Code DNI) announced
Thursday that due to a general weakening in the markets in which
they operate, particularly in the photo developing business in
the USA, the company will not be able to achieve its results
forecast presented at the Annual General Meeting held in May
this year.
The company had previously forecast expected revenue for the
remaining three quarters of the fiscal year ending 31 December
2001 to be approximately US$9 million and that EBITDA would be
at break even levels. For the full year it forecast revenues
would be US$12 million and there would be an EBTTDA loss of
about US$0.9 million.
The company further forecast that it would achieve positive
cashflow from operations by the end of May 2002.
The Board now believes that the projected revenues will not be
achieved and that the markets in which it operates will continue
to weaken for the foreseeable future. Despite the fact that the
Board has achieved a substantial reduction in costs, the Board
does not believe that it will return to positive cashflow from
operations in the foreseeable future and in such circumstances
has resolved that it is in the interests of both creditors and
shareholders that the business of the company be sold.
The Board has accordingly taken immediate steps to further
reduce expenses and to seek expressions of interest for its
business with a view to an immediate sale. The sale process will
be expedited and will be subject to shareholder approval.
The Board further believes that in view of this decision, it is
in the interests of shareholders that there be a trading halt
and has accordingly requested trading in its shares be halted
until 13 August 2001.
Sam Quigley, as an Australian resident director has noted there
is little assistance he can provide in that sale process and
accordingly he has resigned as a director of the company. The
Board thanks Mr Quigley for the contribution he has made in the
short time he has been a director of the company.
MTM ENTERTAINMENT: Babcock & Brown Raises Stake
-----------------------------------------------
Babcock & Brown increased its relevant interest in MTM
Entertainment Trust on 10 August 2001, from 52,163,526 ordinary
units (65.20 percent) to 53,273,496 ordinary units (66.59
percent).
MTM ENTERTAINMENT: Sunderton Takes 66.3% Voting Power
-----------------------------------------------------
MTM Entertainment Trust announces the status of conditions in
relation to the Sunderton Pty Ltd takeover offer. The offer
period closes on 17 August 2001.
NOTICE OF STATUS OF CONDITIONS
PURSUANT TO SECTION 630(3) OF THE CORPORATIONS LAW
To: MTM Entertainment Trust
In accordance with section 630(3) of the Corporations Law and in
relation to the takeover offers made by Sunderton Pty Limited
(ACN089 353 300) (Bidder) for all of the issued units in MTM
(other than those beneficially held by Bidder immediately before
the date of the Offers) made pursuant to offers dated 8 June
2001 (Offers), Bidder hereby gives notice that:
(a) the Offers are free of the conditions contained in
clause 9.1 of the Offer; or those conditions have been
satisfied;
(b) the Bidder's voting power in MTM at the date of this
notice is
66.3 percent.
PASMINCO LIMITED: Director Herron Posts Notice of Interest
----------------------------------------------------------
Pasminco Limited Director Ross Marshall Herron posts the
following notice:
NOTICE OF DIRECTOR'S INTERESTS
Section 205G of the Corporations Law
UPDATING NOTICE
Name of Director Ross Marshall Herron
Name of Company Pasminco Limited
Date of Last
Notification to ASX 04/June/2001
Date Director's
Interest Changed 27/July/2001
"I have a relevant interest in the following securities of the
company or related bodies corporate:
"On 27 July 2001 my family investment company, Thirty Second
Vilmar Pty Ltd purchased 30,000 ordinary shares. This increased
the number of shares in which I have a relevant interest to
60,000.
"I have an interest in the following contracts to which I am
entitled to a benefit that confers a right to call for or
deliver shares in, debentures of, interests in a collective
investment scheme made available by, the company or a body
corporate: Nil."
PMP LIMITED: Alliance With Seven Network Confirmed
--------------------------------------------------
PMP Limited and Seven Network Limited announced the completion
of negotiations for the creation of an alliance between the two
companies.
Commenting, the Executive Chairman of Seven Network Limited,
Kerry Stokes said: "We are pleased to be forming this alliance
with PMP. We are confident that our agreement will deliver
significant and strategic long-term benefits to our company, as
we build on our strengths in broadcast television, our plans for
development in subscription television, and our development in
new media technologies."
Stokes will be the initial Chairman of the new business.
PMP Chairman, James Donnelley, said: "The successful completion
of the joint venture agreement with Seven signals the beginning
of a new phase of growth for Pacific Publications supported by
the significant strategic advantages offered by this
partnership. PMP will also benefit through improved stability in
the company's share register, increased financial flexibility
and enhanced investor confidence."
Under the agreement, and as previously agreed, Seven will
acquire for $65.0 million, a 50 percent interest in PMP's
Australian and New Zealand magazines businesses - including
titles such as New Idea, TV Week, Girlfriend, B, That's Life,
For Me and Home Beautiful.
The terms of the proposed equity placement also remain
unchanged. Seven will acquire a strategic shareholding in PMP
Limited (subscribing for a placement of 37.0 million new shares
at 55 cents per share, representing 12.7 percent of PMP's
expanded capital) providing the company with a fresh capital
injection of $20.35 million. Seven intends to build this
shareholding to 20 percent through on-market acquisitions of
further shares.
As announced to the market on 1 August 2001, Gordon & Gotch has
not been included in the joint venture and remains wholly owned
by PMP. Importantly, both PMP Print and Gordon and Gotch have
secured 10-year contracts with Pacific Publications at
commercial rates for the print and distribution of the
publishing operation's magazines.
Based on the current performance of the magazine business, and
with the exclusion of Gordon and Gotch, it is anticipated that
the joint venture's earnings before interest and taxation will
be approximately $16 million in FY2002.
PMP and Seven have agreed to a profit sharing arrangement
whereby, for FY2002 and FY2003 only:
* Seven will be entitled to the first $8 million of EBIT;
* PMP the second $8 million of EBIT; and
* Additional earnings will be evenly divided.
In addition, the terms of the put option in favor of PMP
granting it a right to sell its interest in the joint venture to
Seven has been adjusted, such that the value PMP would receive
in the event the option was exercised, has been reduced from $75
million to $65 million. The put option is exercisable in one
year.
================================
C H I N A & H O N G K O N G
================================
COMPANION BUILDING: September 7 AGM Scheduled
---------------------------------------------
Companion Internation Holdings Limited says the Annual General
Meeting of the Company will be held at Suite 2901, 29th Floor,
Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong at 10:30
a.m. on 7th September, 2001 for the following purposes:
(1) To receive and adopt the audited consolidated financial
statement of accounts and the reports of the directors and
auditors for the year ended 31st March, 2001.
(2) To re-elect retiring directors, determine a maximum
number of directors, authorize the board of directors to appoint
additional directors up to the maximum number and fix the
directors' remuneration.
(3) To re-appoint auditors and authorize the board of
directors to fix their remuneration.
As Special Business, to consider and, if thought fit, pass each
of the following resolutions 4, 5 and 6 as an Ordinary
Resolution of the Company:
ORDINARY RESOLUTIONS
(4) "THAT:
(a) subject to paragraph (c) of this Resolution, the
exercise by the directors of the Company (the "Directors")
during the Relevant Period (as hereinafter defined) of all the
powers of the Company to allot, issue and deal with additional
shares in the capital of the Company and to make or grant
offers, agreements and options, including warrants to subscribe
for shares, which would or might require the exercise of such
powers, subject to and in accordance with all applicable laws,
be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this Resolution shall
be in addition to any other authorization given to the Directors
and shall authorize the Directors during the Relevant Period to
make or grant offers, agreements and options which would or
might require the exercise of such powers after the end of the
Relevant Period;
(c) the aggregate nominal amount of share capital allotted
or agreed conditionally or unconditionally to be allotted and
issued (whether pursuant to an option or otherwise) by the
Directors pursuant to the approval in paragraph (a) of this
Resolution otherwise than pursuant to (i) a Rights Issue (as
defined below); (ii) the exercise of warrants in the Company or
the exercise of options granted under any share option scheme
adopted by the Company; (iii) an issue of shares in lieu of the
whole or part of a dividend on shares in accordance with the
Company's bye-laws; or (iv) any offer of any class of securities
of the Company made pro rata (apart from fractional
entitlements) by the Company to holders of such class of
securities (excluding for that purpose any holder whose
registered addresses as shown in the register of members of the
Company on the relevant record date are outside Hong Kong),
shall not exceed 20 per cent. of the aggregate nominal amount of
the share capital of the Company in issue as at the time of
passing this Resolution and to be issued pursuant to the Deed
(as defined in the circular of the Company dated 13th August,
2001), and the said approval shall be limited accordingly; and
(d) for the purpose of this Resolution:-
"Relevant Period" means the period from the passing of this
Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by any
applicable law or the bye-laws of the Company to be held; and
(iii) the revocation or variation of this Resolution by an
ordinary resolution of the shareholders of the Company in
general meeting.
"Rights Issue" means an offer of shares open for a period fixed
by the Directors to holders of shares on the register of members
on a fixed record date in proportion to their then holdings of
such shares (subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient in relation to
fractional entitlements or having regard to any restrictions or
obligations under the laws of any relevant jurisdiction, or the
requirements of any recognized regulatory body or any stock
exchange)."
(5) "THAT:
(a) subject to paragraphs (c) and (d) of this Resolution,
the exercise by the directors of the Company (the "Directors")
during the Relevant Period (as hereinafter defined) of all
powers of the Company to (i) repurchase issued shares in the
capital of the Company and (ii) repurchase warrants or other
rights to subscribe for shares in the capital of the Company in
each case on The Stock Exchange of Hong Kong Limited (the "Stock
Exchange") or any other stock exchange on which the securities
of the Company may be listed and recognized by the Securities
and Futures Commission of Hong Kong and the Stock Exchange for
this purpose ("Recognized Stock Exchange"), subject to and in
accordance with all applicable laws and the requirements of the
Rules Governing the Listing of Securities on the Stock Exchange
as amended from time to time or those of any other Recognized
Stock Exchange, be and is hereby generally and unconditionally
approved;
(b) the approval in paragraph (a) of this Resolution shall
be in addition to any other authorization given to the Directors
and shall authorize the Directors on behalf of the Company
during the Relevant Period to procure the Company to purchase
its shares and warrants at a price determined by the Directors;
(c) the aggregate nominal amount of share capital of the
Company repurchased or agreed conditionally or unconditionally
to be repurchased by the Company pursuant to the approval in
paragraph (a) of this Resolution during the Relevant Period
shall not exceed 10 per cent. of the aggregate nominal amount of
the share capital of the Company in issue as at the time of
passing this Resolution and to be issued pursuant to the Deed
(as defined in the circular of the Company dated 13th August,
2001), and the said approval shall be limited accordingly;
(d) the aggregate subscription rights attaching to the
warrants of the Company repurchased or agreed conditionally or
unconditionally to be repurchased by the Company pursuant to the
approval in paragraph (a) of this Resolution during the Relevant
Period shall not exceed 10 per cent. of the aggregate
subscription rights attaching to the warrants in issue or
outstanding as at the time of passing this Resolution, and the
said approval shall be limited accordingly; and
(e) for the purpose of this Resolution:-
"Relevant Period" means the period from the passing of this
Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by any
applicable law or the bye-laws of the Company to be held; and
(iii) the revocation or variation of this Resolution by an
ordinary resolution of the shareholders of the Company in
general meeting."
6. "THAT conditional upon the passing of the Ordinary
Resolutions numbered 4 and 5 as set out in the notice of the
meeting of which this Resolution forms part, the aggregate
nominal amount of the shares in the capital of the Company which
are repurchased by the Company pursuant to and in accordance
with the said Ordinary Resolution numbered 5 shall be added to
the aggregate nominal amount of the share capital of the Company
that may be allotted or agreed conditionally or unconditionally
to be allotted by the directors of the Company pursuant to and
in accordance with the said Ordinary Resolution numbered 4."
7. To transact any other ordinary business of the Company.
Companion Building Material International Holdings Limited
posted for the year ended 31 March 2001 a net loss of HK$731.31
million, swinging from a net profit of HK$100.167 million
recorded in the previous year.
The Company's operating loss of HK$406.205 million was made on
turnover of HK$524.334 million, down from HK$838.971 in turnover
in the year 2000.
The Group fails to repay certain part of its convertible loan of
HK$92,302,049.
Accordingly, such convertible loan has become technically
repayable on demand and has been reclassified as a current
liability. Also, the Group is in breach of a covenant in respect
of certain banking facilities; the amount utilized was
HK$34,900,040 as of 31 March 2001.
Against this background, the Group is currently negotiating with
the convertible note holder and the relevant banks to
restructure these borrowings. Provided that such negotiations
can be successfully completed, the directors are satisfied that
the Group will be able to meet in full its financial obligations
as they fall due in the foreseeable future.
FULBOND HOLDING: Trading Suspended
----------------------------------
Trading in Fulbond Holdings Limited's (the Company) securities
will be suspended, effective 10:00 a.m. Monday (13/August/2001),
pending an announcement. The announcement is in relation to
clarification of price-sensitive issues (including the initial
stage of the discussion of possible placing and possible
disposal of the Company's interests in an associated company).
Fulbond Holdings Limited posted for the year 2000 a net loss of
US$10.349 million as opposed to a net loss of US$30.505 million
incurred in 1999. This was made on sales totaling US$74.533
million, which fell from US$98.537 million incurred in the
previous year.
In addition, the company's loss from operations stood at
US$2.830 million, while pre-tax loss dropped to US$9.397 million
from US$29.089 million.
Fulbond Holdings was formerly known as Ta Fu International
Holdings Limited.
GIANT STATE: Faces Winding Up Petition
--------------------------------------
Giant State Investment Limited is facing a winding up petition,
which is slated for hearing before the High Court of Hong Kong
on August 29, 2001. The petition was filed on June 18, 2001 by
Sin Hua Bank Limited, Hong Kong Branch whose principal place of
business is situated at 2A Des Voeux Road Central, Hong Kong.
HKSTC WARRINGTON: Winding Up Sought
-----------------------------------
The Hong Kong Standards and Testing Centre Limited, of 10 Dai
Wang Street, Tai Po Industrial Estate, New Territories, Hong
Kong, is seeking the winding up of HKSTC Warrington Fire
Research Limited. The petition was filed on July 5, 2001,
scheduled to be heard before the High Court of Hong Kong on
September 26, 2001.
HI SUN HOLDINGS: Dispatches Scheme Document to Shareholders
-----------------------------------------------------------
Hi Sun Group Limited, a new holding company incorporated in
Bermuda with limited liability and shares of which will be
listed on The Stock Exchange of Hong Kong Limited by way of
introduction, pursuant to a SCHEME OF ARRANGEMENT, under Section
166 of the Companies Ordinance, Chapter 32 of the Laws of Hong
Kong.
DESPATCH OF THE SCHEME DOCUMENT
A scheme document containing, among other things, the Proposal,
together with the expected timetable and notice convening the
Court Meeting to approve the Proposal, will be dispatched to the
Shareholders on 9th August, 2001.
The Scheme Document contains certain financial information of
the Group not been previously released to the public. Such
information is reproduced in this announcement.
Reference is made to the Company's announcement (the
Announcement) dated 4 June, 2001 relating to the reorganization
proposal of the Company by way of a scheme of arrangement under
Section 166 of the Companies Ordinance. Unless otherwise stated,
capitalized terms used herein shall have the same meanings as
those defined in the Announcement.
(A) DESPATCH OF THE SCHEME DOCUMENT
A scheme document containing, among other things, the Proposal,
together with the expected timetable and notice convening the
Court Meeting to approve the Proposal, will be dispatched to the
Shareholders on 9th August, 2001 (the Scheme Document).
Expected timetable for the reorganization proposal
The expected timetable for the reorganization proposal is set
out as follows:
2001
Latest time for lodging forms of proxy in respect to the Court
Meeting
(Notes 1 and 2) 10:30 a.m. on Tuesday, 25th September
Court Meeting 10:30 a.m. on Thursday, 27th September
Court hearing of petition to sanction the Scheme Tuesday, 9th
October
Record Time 4:00 p.m. on Tuesday, 9th October
Last day of dealings in the Shares Tuesday, 9th October
Withdrawal of listing of the Shares close of business on
Tuesday, 9th October
Effective Date (Note 3) Wednesday, 10th October
Dealings in the HSGL Shares commence 10:00 a.m. on Wednesday,
10th October
First day for exchange of existing certificates for the Shares
for new certificates for the HSGL Shares free of charge:
Wednesday, 10th October
Last day for exchange of existing certificates for the Shares
for new certificates for the HSGL Shares free of charge:
Friday, 9th November
Notes:
1. The pink form of proxy for use at the Court Meeting should
be lodged at the registered office of the Company at 1801-1804,
Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong
Kong not less than 48 hours before the time appointed for the
holding of the Court Meeting. Alternatively, it may be handed to
the chairman of the Court Meeting at that meeting. A proxy need
not be a member of the Company.
2. Completion and return of a form of proxy will not preclude
a Shareholder from attending the Court Meeting and voting in
person if he so desires. In such event, his form of proxy will
be deemed revoked.
3. The Scheme will become effective when it is sanctioned,
with or without modification, by the Court and an office copy of
the order of the Court is delivered to the Registrar of
Companies in Hong Kong for registration.
(B) FINANCIAL INFORMATION OF THE GROUP
The Scheme Document contains certain financial information of
the Group which has not been previously released to the public.
Such information is reproduced in this announcement below:
Set out below is a statement of the unaudited pro forma adjusted
consolidated net tangible assets of the Group based on the
audited consolidated net liabilities of the Group as at 31st
December, 2000 and adjusted as follows:
Audited consolidated net liabilities of the Group as at 31st
December, 2000: HK$341,516,000
Unaudited net profit attributable to the Shareholders for the
five months ended 31st May, 2001 (Note 1): HK$350,556,000
Provisions for impairment in values of property interests
as of 31st May, 2001 attributable to the Group (Note 2):
HK$380,000
Less: Estimated expenses to be incurred in respect to the
Scheme: HK$2,300,000
Unaudited pro forma adjusted consolidated net tangible assets
prior to and upon the Effective Date: HK$6,360,000
Unaudited pro forma adjusted consolidated net tangible assets
per Share prior to the Effective Date (Note 3): HK$0.08
Unaudited pro forma adjusted consolidated net tangible assets
per HSGL Share upon the Effective Date (Note 4): HK$0.08
Notes:
1. According to the unaudited consolidated profit and loss
account of the Group for the five months ended 31st May, 2001, a
profit of approximately HK$357.5 million arose as a result of
the waiver by the GDI Group of loans owed by the Group to the
GDI Group as at 3rd March, 2001 upon completion of the
acquisition by Hi Sun from GDI of a controlling interest in the
Company as at that date, as further explained in the offeree
document issued by the Company on 23rd March, 2001.
2. Details of the valuation of the Group's properties and the
basis of such valuation are set out in Appendix IV to the Scheme
Document.
3. The unaudited pro forma adjusted consolidated net tangible
asset per Share prior to the Effective Date is based on
84,218,010 Shares in issue as at the Latest Practicable Date.
4. The unaudited pro forma adjusted consolidated net tangible
asset per HSGL Share upon the Effective Date is based on
84,218,010 HSGL Shares in issue upon completion of the Scheme.
As disclosed in the offeree document issued by the Company on
23rd March, 2001, upon completion of the acquisition of a
controlling interest in the Company by Hi Sun from GDI on 3rd
March, 2001, the amount owed by the Group to the GDI Group of
approximately HK$357.5 million was waived by the GDI Group. The
corresponding amount as at 31st December, 2000 was approximately
HK$353 million (the "GDI Indebtedness"). The above unaudited
pro forma balance sheet of the Company as at 31st December, 2000
was prepared on the basis as if the GDI Indebtedness had been
waived on 31st December, 2000, which would have resulted in a
write-back of provisions for amounts due from subsidiaries of
approximately HK$13,613,000.
(C) GENERAL
The Group is principally engaged in the design, supply and
installation of curtain wall systems, architectural aluminum
panel systems, industrial claddings, granite and stainless steel
cladding systems, aluminum windows, doors and shop fronts,
skylights and other building-related products for commercial
buildings and residential apartment blocks, and the wholesale
supply of sanitary-ware and kitchen cabinets in Hong Kong and
the PRC.
As stated in the Company's annual report for the financial year
ended 31st December, 2000, since the acquisition of a
controlling stake in the Company by Hi Sun in March 2001, it has
been the intention of Hi Sun that the Group, whilst continuing
its existing businesses, should explore other suitable business
opportunities elsewhere in order to broaden the revenue basis of
the Group. Business opportunities being explored by the Group
include, but are not limited to, areas in the provision of
information technology solutions such as mobile commerce
transaction platform, video distribution and subscription
service system and software development for the securities
industry. The Directors are currently reviewing the relevant
business plans and are evaluating the potential for investing in
such business opportunities with high growth potential. Since
North America and Europe are the forerunners in such areas, it
is intended that the Group's potential new investments will
include ventures into those markets.
Please note that the Scheme may or may not proceed. Shareholders
should exercise caution when dealing in the Shares. The Company
will make a further announcement about the Scheme if and when
appropriate.
(D) DEFINITIONS
"GDI" Guangdong Investment Limited, a company incorporated in
Hong Kong with limited liability and is the former controlling
Shareholder
"GDI Group" GDI and its subsidiaries (other than the Group)
"Hi Sun" Hi Sun Limited, a company incorporated in the
British Virgin Islands and the ultimate holding company of the
Group
"Latest Practicable Date" Monday, 6th August, 2001, being the
latest practicable date prior to the printing of the Scheme
Document for the purpose of ascertaining certain information for
inclusion in the Scheme Document.
HINET HOLDINGS: Shareholders Approve Subdivision Of Shares
----------------------------------------------------------
Market participants are asked to note the shareholders of HiNet
Holdings Limited (HiNet Hold) have approved the subdivision of
shares on the basis of 1 then-existing ordinary shares (Old
Shares) of HiNet Hold into 2 new ordinary shares (New Shares).
Effective 13/August/2001), a temporary counter under stock code
2972 and stock short name "HINET HOLDINGS" will be established
for trading in board lots of 4,000 New Shares each to replace
the previous counter (stock code: 155) for trading in boards
lots of 2,000 Old Shares each.
On 12 June 2001, HiNet Holdings Limited and Kingfair Company
Limited entered into the Subscription Agreement.
Under the Subscription Agreement, the Company issued and the
Subscriber subscribed the Notes in an aggregate principal amount
of HK$100,000,000. Each Note bears interest at the rate of 5
percent per annum and is due on the third anniversary of the
date of issue of the relevant Note, being the Maturity Date.
The whole of the principal amount of each Note (being
HK$1,000,000) may be converted into Conversion Shares on any
business day at the Conversion Price.
The net proceeds of approximately HK$100,000,000 derived from
the issue of the Notes shall be used for the purpose of
repayment of the Group's existing liabilities of HK$100,000,000.
INNOVATIVE INTERNATIONAL: AGM on September 3
--------------------------------------------
Innovative International (Holdings) Limited will have its
Annual General Meeting at Salon II First Floor, Harbour Plaza,
20 Tak Fung Street, Hunghom, Kowloon, Hong Kong on Monday, 3
September 2001 at 4:00 p.m. to transact the following ordinary
business:
(1) To receive and consider the audited consolidated
financial statements and the reports of the directors and
auditors for the year ended 31 March, 2001.
(2) To determine the maximum number of directors at no more
than 15 and to authorize the directors of the Company to appoint
additional directors up to such maximum number in addition to
those in office at the close of the meeting.
(3) To re-elect the retiring directors and authorize the
board of directors to fix the remuneration of the directors.
(4) To appoint auditors and authorize the board of
directors to fix their remuneration.
The Group's turnover for the year was HK$156 million,
representing a decrease of 31 percent. Loss per share was
narrowed to HK$39.15 cents compared with HK$50.36 cents in 2000,
representing an overall improvement in performance of 22
percent.
This was the third year of the Group's operational and financial
restructuring spanning the years 1999 to 2001.
Although the restructuring were in favor of the long term
development of the Group taken as a whole, the short-term
adverse effects immediately after the implementation of the
restructuring processes were unavoidable which were subsequently
reflected in the financial statements of the Group in the last
three consecutive years.
Subsequent to the entering into the debt restructuring agreement
(Debt Restructuring Agreement) with the financial creditors of
the Group recently and the implementation of various internal
restructuring processes in the past few years, the Group is now
in a position to start a new chapter.
Notes:
(1) The register of members and the Hong Kong branch register
of members will be closed from 30 August, 2001 to 3 September,
2001 (both days inclusive), during which period no transfers of
shares will be registered. In order to be eligible to attend and
vote at the Annual General Meeting of the Company to be held on
Monday, 3 September, 2001, all transfers accompanied by the
relevant share certificates must be lodged with branch share
registrar of the Company in Hong Kong, Central Registration Hong
Kong Limited, at Units 1712-1716, 17th Floor, Hopewell Center,
183 Queen's Road East, Hong Kong, not later than 4:00 p.m. on
Wednesday, 29 August, 2001.
(2) A member who is a holder of two or more shares, and who
is entitled to attend and vote at the Annual General Meeting is
entitled to appoint one or more than one proxy or a duly
authorized corporate representative to attend and vote in his
stead. A proxy need not be a member of the Company. Completion
and return of the form of proxy will not preclude a member from
attending the Annual General Meeting and voting in person. In
such event, his form of proxy will be deemed revoked.
(3) A form of proxy for the Annual General Meeting is
enclosed. In order to be valid, the form of proxy together with
the power of attorney or other authority, if any, under which it
is signed, or a notary-certified copy of such power or
authority, must be deposited at the principal place of business
of the Company in Hong Kong at Units 10-13, 4/F., Harbour
Centre, Tower 1, 1 Hok Cheung Street, Hunghom, Kowloon, Hong
Kong not less than 48 hours before the time for holding the
Annual General Meeting or any adjournment.
INNOVATIVE INTL: Seeks Circular Dispatch Extension
--------------------------------------------------
The directors of Innovative International (Holdings) Limited
announce that, as additional time is needed to finalize the
information to be contained in the Circular--such as certain
financial information in relation to the financial analysis,
there will be a delay in the posting of the Circular.
Application has been made to the Hong Kong Stock Exchange for an
extension of time for dispatch of the Circular from 10th August,
2001 to 17th August, 2001.
The Circular is in relation to a connected transaction involving
the Proposed Debt Restructuring, which includes the Debt
Restructuring, Issue of Convertible Notes and Increase in
Authorized Share Capital.
Dao Heng Securities Limited is acting as Financial Adviser of
the company in the transaction.
KIN DON: Incurs H1 Net Loss of HK$17.43M
----------------------------------------
Kin Don Holdings Limited (the Company) incurred a net loss of
HK$17.43 million in the first six months ended May 31, 2001.
The company posted a turnover of HK$1.16 million down from
HK$8.9 million in the same period last year.
Operating losses stand at HK$10.039 million sliding down from
HK$45.692 million in the year-ago period.
1. Turnover
The Group's turnover is derived predominantly from the sale of
men's apparel. All the Group's turnover is principally derived
in the People's Republic of China.
2. Tax
No tax has been provided for the six months ended 31 May 2001
(2000: Nil) as the Group did not derive any assessable profits
during the period.
Deferred tax has not been provided for the six months ended 31
May 2001 (2000: Nil), as the Group has no material timing
difference in the recognition of revenue and expenses for tax
and for financial reporting purposes.
3. Loss per share
The calculation of basic loss per share for the six months ended
31 May 2001 is based on the net loss from ordinary activities
attributable to shareholders for the period of HK$17,430,000
(2000: HK$94,391,000) and 940,661,976 (2000: weighted average of
747,197,556) ordinary shares in issue during the period.
There were no potential diluted ordinary shares during the six
months ended 31 May 2000 and 2001 and, therefore, no dilutive
loss per share is presented.
4. Interim dividends
The Directors do not recommend the payment of any interim
dividend in respect of the period ended 31 May 2001 (2000: Nil).
Management discussion and analysis
Business review
Due to the limitation of available financial resources for the
Group's business, the Group had substantially scaled down its
level of core business of the manufacturing, marketing and
distribution of men's apparel in fiscal 2000 and has further
scaled down its level of core business for the six months ended
31 May 2001. Accordingly, turnover for the first half of fiscal
2001 decreased by 87 percent as compared with that of last year.
Net loss from ordinary activities attributable to shareholders
was recorded at HK$17,430,000, due mainly to interest expense
and other operating expenses and costs.
Liquidity and financial resources
As a result of the continued loss operation of the Group,
working capital and net liabilities positions have further
deteriorated. As at 31 May 2001, the Group had net current
liabilities of approximately HK$178,257,000 and deficiency in
assets of approximately HK$170,619,000.
In December 2000, a winding up petition against the Company was
served by a creditor, Stone Church LLC ("Stone Church"). In
March and June 2001, legal actions against the Group for debt
recovery were taken by the China State Bank Limited.
After prolonged discussion with Stone Church, other major
creditors of the Group and Marble King International Limited
("Marble King"), the Group has entered into conditional
compromise agreements with Stone Church and other major
creditors in the settlement of the debts owed by the Group and a
conditional subscription agreement with Marble King for
subscription of shares in the Company to strengthen the Group's
capital base (collectively the "Restructuring Proposal").
Concurrently, the Company further announced a proposed rights
issue on the basis of one new ordinary share for every ordinary
share held on the date immediately upon the Restructuring
Proposal becoming effective. Details of the Restructuring
Proposal and proposed rights issue were set out in the Company's
announcement dated 4 August 2001.
Pledge of assets
As at 31 May 2001, certain assets of the Group with an aggregate
net book value of approximately HK$12,110,000 were pledged to
secure credit facilities granted to the Group.
Significant investment
As at 31 May 2001, the Group's major investment is its 48
percent equity interest in Li Yang Broadcasting & Advertising
(HK) Limited ("Li Yang"), a jointly-controlled entity of the
Group. Since the last annual balance sheet date, Li Yang has no
improvement in its operations and has continued to suffer
losses.
As the Group has already made full provision against the entire
investment in and loan advanced to Li Yang in the last audited
annual financial statements, no further provision is required
for any losses in the current period.
Employees
As of 31 May 2001, the total number of employees of the Group
was about 30. The Group remunerates its employees based on their
performance, working experience and degree of hardship of work.
Staff benefits include a share option scheme and bonus.
Prospects
Under current adverse financial position, the Directors consider
that it is crucial for the Group to complete the aforesaid
Restructuring Proposal and proposed rights issue so that core
business of the Group can be revived and reactivated in the not
so distant future.
In order to explore more business opportunities to restore its
profitability and to strengthen the shareholders' value, the
Group has commenced preliminary discussions and negotiations
with some independent third parties with a view to acquiring
distribution rights for apparel and accessories under several
international brand names in the PRC market.
Audit committee
The audit committee has reviewed the unaudited interim financial
statements of the Group for the six months ended 31 May 2001 and
discussed with the Directors internal control and financial
reporting matters.
Publication of financial information
The interim report of the Group for the six months ended 31 May
2001 containing all the information required by paragraphs 46(1)
to 46(6) of Appendix 16 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the
"Stock Exchange") will be published on the website of the Stock
Exchange in due course.
KING PACIFIC: Dispatch of Report Delayed
----------------------------------------
King Pacific International Holdings Ltd announces the results
for the financial year ended 31 March, 2001 and dispatch of the
reports for the same period of the Company and its subsidiaries
will be delayed, for the reasons set out below.
Such delay will constitute a breach of rules 8(1) and 11(1) of
Appendix 7 of the Listing Rules of The Stock Exchange of Hong
Kong Limited. The Stock Exchange reserves the right to take any
appropriate action against the Company or its directors in this
regard.
Resignation of Director
Mr. Thomas CHAN Chun Hong resigned as executive director of the
Company effective from 24 July, 2001.
Appointments of Directors and Alternate Director
Ms. FONG Yuk Lan has been appointed as executive director of the
Company, Mr. GAO Zong Ze has been re-appointed as independent
non-executive director of the Company both effective from 27
July 2001 and Ms. CHEUNG Lai Na has been appointed as the
alternate director to Mr. CHENG Chao Ming, the managing director
of the Company, effective from 27 July 2001.
Suspension of trading
At the request of the Company, trading of the shares of the
Company on the Stock Exchange was suspended with effect from
10:00 a.m. on 6th November 2000 and will continue to be
suspended until further clarification has been made on the
latest financial and operational positions of the Group
Delay in Announcement of Audited Financial Statements
The Board wishes to advise the shareholders that the
announcement of audited financial statements ("Financial
Statements") for the year ended 31 March, 2001 ("Relevant
Period") and dispatch of the annual report of the Company and
its subsidiaries (the "Group") for 2000-2001 ("Annual Report")
have to be delayed to 15 October 2001 and 22 October 2001
respectively 2001 (collectively "Delay").
The Delay is primarily caused by the disputes between two
substantial shareholders of the Company, one of whom is the
executive director of the Company and the other manages the
Company's Kowloon Office. As separate books of accounts of the
Company are being kept in the Company's Kowloon Office thus
requiring the accounting staff of the Company's Hong Kong Head
Office to travel to the Kowloon Office to consolidate the
accounts as a whole.
The disputes between the said two substantial shareholders of
the Company causes difficulties in consolidating the accounts of
the Group since February 2000. Further, resignation of a few
accounting clerks since around May 2001 have also resulted in
more workload on the staff of the accounting team, which result
in delay in finalizing the management accounts for the Company
for the year ended 31 March, 2001. In addition, the Company is
still in the process of obtaining the related
documents/information from the relevant entities in PRC in
respect of certain investment projects which include, inter
alia, the management accounts and relevant financial information
of a jointly controlled entity and a long term investment in PRC
with carrying values of approximately HK$168.3 million and
HK$148.5 million as to 30 September 2000 for finalizing the
management accounts for the Company and for audit the Financial
Statements for the Relevant Period.
The Board wishes to further advise the shareholders that the
Board has used its best endeavor to take all the necessary
actions, including but not limited to solving the disputes
between the said two substantial shareholders of the Company,
negotiating with our auditors for the preparation of the audit
of the Company's account before finalizing the unaudited
financial results for the year ended 31 March, 2001 to announce
the Financial Statements as soon as possible.
The auditors of the Group (the "Auditors") will formally
commence the audit within the next week and recently advised the
Board that they expect to finalize the audit of the Financial
Statements for the Relevant Period on or about early of October
2001. The Board expects to be able to announce the Financial
Statements for the Relevant Period in the press on or about 15
October 2001 and to dispatch the Annual Report to the
shareholders on or about 22 October 2001.
Having worked closely with the auditors of the Company, the
Board and the auditors believe the two target dates mentioned
above are achievable and realistic. The Company's Delay does not
violate any provisions of the Companies Act 1981 of Bermuda (as
amended) or its Bye-laws.
The Delay, however, constitutes a breach of rules 8(1) and 11(1)
of Part B of Appendix 7 of the Listing Rules of the Stock
Exchange of Hong Kong Limited (the "Stock Exchange"). The Stock
Exchange reserves the right to take any appropriate action
against the Company and/or its directors in this regard.
Each member of the Board is aware of and will comply with rule
A.3 of Appendix 10 of the Listing Rules. Rule A.3 requires that
during the period of one month immediately preceding the
publication of the Company's Financial Statements, a director
should not purchase any securities of the Company nor should he
sell any such securities unless the circumstances are
exceptional.
The Directors have confirmed that they have not dealt any
securities of the Company since 1 July, 2001 and have undertaken
that they will not deal in any securities of the Company until
announcement of the Financial Statements for the Relevant Period
has been made.
KING PACIFIC: Whirlwind Sells Stake to Global Bridge
----------------------------------------------------
King Pacific International Holdings Ltd. has been informed by
one of its substantial shareholders, namely Whirlwind Holdings
Limited, a company wholly owned by Ms. Gao Jie as Vendor, that
on 3 August, 2001, it entered into an agreement with Global
Bridge Assets Limited as Purchaser for sale and purchase of the
Vendor's entire interest in the Company of 169,500,000 Shares in
the Company at a total cash consideration of HK$33,900,000.00,
representing HK$0.20 per share.
The conditions for completion of the Agreement are:
(1) cash payment of HK$5 million to be paid at the date of
the Agreement;
(2) cash payment of HK$10 million to be paid within 72
hours after the resumption of the trading of the shares of the
Company in the Hong Kong Stock Exchange (the amount to be
settled on or before the expected completion date (i.e. 1
September, 2001) of the Agreement; and
(3) the remaining balance of HK$18.9 million to be paid on
or before 7 September, 2001 the latest time for completion.
The Purchaser has on 3 August 2001 settled the HK$5 million for
initial payment. Should any of conditions (2) and/or (3) cannot
be satisfied or that the trading of the shares of the Company in
Stock Exchange cannot be resumed on or before 1 September, 2001,
the Agreement will lapse accordingly,
The Sale Shares represents about 15.59% of the issued share
capital of the Company. The consideration of HK$0.20 represents
a premium of 64% as compared with the closing price of the
shares in the Company on 5 November, 2000 of HK$0.122 per share
(the last trading day before suspension of the shares of the
Company on 6 November 2000).
Completion of the Agreement will take place on 1 September 2001,
but in any event no later than 7 September 2001.
The Purchaser is a company with limited liability incorporated
and subsisting under the laws of British Virgin Islands and
wholly owned by Mr. Jiang Jianjun. The Purchaser and Mr. Jiang
Jianjun are an independent third party who is not connected with
any director, chief executive or substantial shareholder of the
Company or any of its subsidiaries or any associate (as defined
in the Listing Rules) of any of them.
Suspension of trading
At the request of the Company, trading of the shares of the
Company on the Stock Exchange was suspended with effect from
10:00 a.m. on 6 November 2000 and will continue to be suspended
until further clarification has been made on the latest
financial and operational positions of the Group.
Sale of Shares by Substantial Shareholder
(A) The Agreement
The Directors are informed by one of the substantial
shareholders of the Company, namely Whirlwind Holdings Limited,
a company wholly owned by Ms. Gao Jie, as Vendor, that on 3
August, 2001, it entered into the Agreement with Global Bridge
Assets Limited as Purchaser (the "Purchaser") for sale and
purchase of the Vendor's entire interest in the Company of
169,500,000 Shares (the "Sale Shares") in the Company at a total
cash consideration of HK$33,900,000.00, representing HK$0.20 per
share. The conditions for completion of the Agreement are:
(1) each payment of HK$5 million to be paid at the date of
the Agreement;
(2) cash payment of HK$10 million to be paid within 72
hours after the resumption of the trading of the shares of the
Company in the Stock Exchange (the amount to be settled on or
before the expected completion date (i.e. 1 September, 2001) of
Agreement; and
(3) the remaining balance of HK$18.9 million to be paid on
or before 7 September, 2001 the latest time for completion.
The Purchaser has on 3 August, 2001 settled the HK$5 million for
initial payment. Should any of conditions (2) and /or (3) cannot
be satisfied or that the trading of the shares of the Company in
the Stock Exchange cannot be resumed on or before 1 September,
2001, the Agreement will lapse accordingly. The Sale Shares
represents about 15.59% of the issued share capital of the
Company. The consideration of HK$0.20 represents a premium of
64% as compared with the closing price of the shares in the
Company on 5 November, 2000 of HK$0.122 per share (the last
trading day before suspension of the shares of the Company on 6
November 2000).
The Purchaser is a company with limited liability incorporated
and subsisting under the laws of British Virgin Islands and
wholly owned by Mr. Jiang Jianjun. The business nature of Global
Bridge Assets Limited is investment holding and Mr. Jiang
Jianjun is a merchant and carries on different kinds of
investment business in PRC. Based on the Company's understanding
from the Purchaser, the Purchaser and Mr. Jiang Jianjun are an
independent third party who is not connected with any director,
chief executive or substantial shareholder of the Company or any
of its subsidiaries or an associate (as defined in the Listing
Rules, the Rules Governing the Listing of Securities on the
Stock Exchange) of any of them and other than the said 15.59%
equity interest in the Company to be acquired under the
agreement, the Purchaser and Mr. Jiang Jianjun do not hold any
shares in the Company.
Completion of the Agreement will take place on 1 September 2001,
but in any event no later than 7 September 2001.
The Directors have not contemplated any change or intended
changes to the composition of the board of directors of the
Company or the nature of the business of the Company. Further
announcement will be made by the Company if and when appropriate
of any future appointment of new directors or resignation of
existing directors or any change of the Company's management or
business.
The Agreement may or may not be completed and the Company does
not have direct information on the Agreement for disclosure to
the public because the Company is not a party in the Agreement.
The Directors hereby advise all the shareholders that nothing
herein will be construed as an implication and/ or indication
made by the Company or the Stock Exchange that the trading of
the securities of the Company will be resumed on or before 1
September 2001 or before the completion of the Agreement.
(B) Effects of the Agreement:
As the result of the Completion of the Agreement, the Purchaser
shall hold 15.59% issued share capital of the Company and
becomes a substantial shareholder of the Company.
=================
I N D O N E S I A
=================
BANK NEGARA: Pefindo assigns BBB+, Outlook Stable
-------------------------------------------------
Pefindo assigned a general obligation rating of "idBBB+" for
Bank Negara Indonesia (BBNI). The rating reflects the
improvement in the bank's financial performance after the
government's recapitalization program, which was completed at
end-June 2000.
BBNI is currently the second largest bank in Indonesia (with
total assets of IDR117.9 trillion as of end-2000) after Bank
Mandiri and is majority-owned by the Government of Indonesia
(99.1 percent).
So far, BBNI is the only state-owned bank listed in the Jakarta
(JSX) and Surabaya (SSX) Stock Exchanges.
The bank delivers its services through 637 branches and 970 ATMs
nationwide and through six overseas (London, New York, Cayman
Island, Singapore, Hong Kong and Tokyo) offices.
BBNI remains largely a corporate bank, but plans to raise its
consumer and retail business going forward.
Factors supporting the rating are:
Market position. With total assets of IDR117.9 trillion n
as of December 2000, BBNI is the second largest bank in
Indonesia. The bank's deposits amount to IDR86 trillion and
total loans amount to IDR32 trillion. The bank's branch network
is the second largest after Bank Rakyat Indonesia and covers 32
provinces and 166 cities throughout the country.
Financial flexibility. As BBNI is publicly listed, it has
access to the capital markets, unlike its other government bank
counterparts. And as the second largest bank, Pefindo views that
the Government's support will remain strong, although this is
tempered somewhat, given the Government's limited financial
capacity.
Management and infrastructure. BBNI's management has depth
and experience with the senior managers having an average
working experience at the bank of 20 years. It is the most
internationally exposed among the state banks, given its
international branch network and has been the first to use
international consultants to improve its internal banking
system. Part of the bank's operations focusing on the commercial
side of the business is going through a change from its
traditional system to a hub and spoke branch network concept.
Improving capitalization. Following the government's
recapitalization program, BBNI's Capital Adequacy Ratio (CAR)
improved to 13.3 percent as of end-2000 from minus 10.3 percent
a year ago. The total recapitalization cost amounted to IDR61.8
trillion, which consists of about equal proportions of
government bonds carrying fixed and variable coupon rates.
BBNI's equity turned positive IDR8.6 trillion at end-2000 from a
deficit of IDR978.2 billion a year ago.
Mitigating factors are:
Weak asset quality and limited profitability. As BBNI
focused on the corporate sector (80 percent of total loans as of
December, 2000) and exposed to a high proportion of foreign
currency loans (46.3 percent of total loans), BBNI was badly hit
by the economic crisis. Non performing loans (NPL with category
3-5) over gross loans rose as high as 66 percent by end-1999.
The total amount of bad loans transferred to IBRA totaled
IDR46.1 trillion, which occurred in 1999 and 2000. As a result,
the bank's NPL over Gross loans improved to 24.9 percent as of
end-2000. The bank also wrote-off loans totaling IDR15.7
trillion. BBNI's scaled back its provisions to IDR0.7 billion in
2000 from IDR8.4 trillion a year earlier. As a result, BBNI
posted a net income of IDR295.5 billion from a loss of IDR13.3
trillion the previous year. However, with half of its
government recap bonds carrying fixed coupon rates its net
interest margins are narrowing with the rising interest rates.
Macro economic condition. The continued depreciation of the
IDR and increasing SBI rates as a result of political
instability during the year 2001 may hurt the bank's financial
performance going forward.
Maturity mismatch and relatively high loan concentration.
Currently, 70 percent of its loans are long-term financed by
short-term funding). In addition, the bank's 50 largest debtors
accounted by 46.4 percent of total loans reflect the bank's loan
concentration.
OUTLOOK
A stable outlook is assigned to the above rating. The outlook
reflects that BBNI's improved financial position. However,
domestic political uncertainty and high interest rates will
somewhat dampen the banks' recovery.
GOLDEN AGRI: Call Option Agreement with Indofood Failed
-------------------------------------------------------
The respective Boards of Directors of Golden Agri-Resources Ltd
(GAR) and Asia Food & Properties Ltd (AFP or the Company), wish
to announce that the conditional put and call option agreement
signed with Witty East Holdings Ltd, a wholly-owned subsidiary
of PT Indofood Sukses Makmur Tbk, for the sale by AFP of a 30
percent interest in GAR, has lapsed on its terms. GAR is a 55
percent-owned subsidiary of AFP.
The Company will continue to review the strategic options
available and seek strategic partners and opportunities in all
its businesses, as part of its overall strategy to enhance
shareholder value.
Listed on the Singapore Exchange in 1999, Golden Agri-Resources
Ltd. (GAR) is one of the largest private palm oil plantations in
the world. Its principal operations are located in Indonesia.
GAR holds rights to land totaling over 500,000 hectares and
operates 18 palm-oil processing mills, two refineries and four
kernel crushing mills. The Company's primary activities include
cultivating and harvesting oil palm trees, collecting fresh
fruit bunches and processing these into crude palm oil (CPO) and
palm kernel and refining CPO into value-added products such as
cooking oils, margarine and shortening. GAR's turnover in 2000
was approximately US$388.4 million.
GAR is 55% owned by SGX listed Asia Food & Properties Ltd (AFP),
an investment holding company with operating businesses in agri-
resources, food and properties. Listed on the SGX in 1997, AFP's
principal operations are located in Indonesia, China, Singapore
and Malaysia. The AFP Group of Companies employs more than
60,000 people with strong local, regional and international
knowledge and experience. AFP's turnover in 2000 was S$1.4
billion.
For further information, please contact:
Golden Agri-Resources Ltd - Mee-Wah Tan - Corporate Affairs
Director Tel +65-3295 707, Fax +65-3295 709 , E-mail
corpaff@afp.com.sg
SINAR MAS: Pefindo Downgrades Credit Ratings to `idD'
-----------------------------------------------------
Pefindo has downgraded the bonds credit ratings of PT Sinar Mas
Multi Finance (SMMF) to "idD" from "idB(cg)" and also downgraded
the corporate credit ratings of PT Sinar Mas Multi Artha (SMMA)
to "idSD" from "idB".
This action follows SMMF's defaults in paying their 16th coupon
payment, which came due on April 11th, 2001, of its `Sinar Mas
Multi Finance IDR 500 billion Bond I year 1997 which guaranteed
by PT Sinar Mas Multi Artha (SMMA).
The company failed to fulfill their obligation for 14 working
days after the coupon due date (April 11th, 2001) announced by
its trustee Bank BNI on May 8th, 2001.
=========
J A P A N
=========
BRIDGESTONE CORP: Posts Midyear Group Net Loss Of Y30.57B
---------------------------------------------------------
Bridgestone Corp., top Japanese automobile tire maker, incurred
a consolidated net loss of 30.57 billion yen in the April-June
period compared with a profit of 18.90 billion yen a year
earlier, Kyodo News reported Friday.
=========
K O R E A
=========
BYUCKSAN CONSTRUCTION: Creditor Banks Assume Workout Measure
------------------------------------------------------------
Korea's ten creditor banks, including Korea Asset Management
Corp, decided to undertake their own workout measure for
Byucksan Construction, The Digital Chosun reported Friday.
The disposal plan for the debt-ridden firms included split
sales, liquidation and workouts.
The creditors' plan reportedly matched the agency's principle
that the creditors not drag their feet in dealing with such
firms, one FSC official said.
The FSC will still have the final say on the creditor banks'
disposal plan. FSC has given its go-ahead to the creditors' plan
on 13 firms, but the Service and the banks will have to fine-
tune the measures on 22 others.
DINER'S CARD: Creditor Banks Plan Sale Via CRV
----------------------------------------------
Diner's Card is to be sold through corporate restructuring
vehicles (CRV), The Digital Chosun reported Friday.
The country's ten creditor banks, including Korea Asset
Management Corp, submitted their plan to dispose of a large
number of the 35 ailing firms currently under the workout
program of the FSC.
The disposal plan for the debt-ridden firms included split
sales, liquidation and workouts.
The creditors' plan reportedly matched the agency's principle
that the creditors not drag their feet in dealing with such
firms, one FSC official said.
The FSC will have to approve the creditor banks' disposal plan.
FSC has given the go-ahead to the creditors' plan on 13 firms,
but the Service and the banks will have to fine-tune the
measures on 22 others.
DAEWOO CORP: Creditor Banks Decide to Liquidate
-----------------------------------------------
The Digital Chosun reported Friday Korea's ten creditor banks,
including Korea Asset Management Corp, have decided to liquidate
Daewoo Corp according to the planned disposal of a large number
of the 35 ailing firms currently under the workout program of
the Financial Supervisory Service (FSC).
The disposal plan for the debt-ridden firms included split
sales, liquidation and workouts.
The creditors' plan reportedly matched the agency's principle
that the creditors not drag their feet in dealing with such
firms, one FSC official said.
The FSC will have the final word on the creditor banks' disposal
plan. The FSC has given the go-ahead to the creditors' plan on
13 firms, but the Service and the banks will have to fine-tune
the measures on 22 others.
DAEWOO ELECTRONICS: Foreign Firms May Participate In Bidding
------------------------------------------------------------
Creditor and Industry Sources said five foreign electronics
firms are expected to place bids for Daewoo Electronics by the
end of this month, Asia Pulse reported Thursday.
Two Japanese firms, one United States firm, one firm in the
Netherlands and one firm in France, have shown interest in
Daewoo said KPMG, the lead-manager in the sale of Daewoo
Electronics.
After reviewing all the bidders terms' and purchase offers, the
creditors and KPMG plan to designate two or three priority
negotiating partners.
Creditors plan to arrange the sale by the end of September.
DAEWOO HEAVY: Liquidation Scheduled
-----------------------------------
Korea Asset Management Corp and Korea's ten other creditor
banks, have decided to liquidate Daewoo Heavy Industries, The
Digital Chosun reported Friday.
The disposal plan for the debt-ridden firms includes split
sales, liquidation and workouts.
The liquidation is part of the plan to dispose of a large number
of 35 ailing firms currently under the workout program to the
FSC.
The creditors' plan reportedly matched the agency's principle
that the creditors not drag their feet in dealing with such
firms, one FSC official said.
The FSC will have to give final approval of the creditor banks'
disposal plan. FSC has given its go-ahead to the creditors' plan
on 13 firms, but the Service and the banks will have to fine-
tune the measures on 22 others.
DAEWOO MOTOR: GM Takeover Nears
-------------------------------
General Motors Corp. is planning to purchase Daewoo Motor Co.
from its South Korean creditors in a deal that would exclude the
Bupyung assembly plant, Asian Wall Street reported Friday.
According to officials close to the negotiations, the agreement
will be finalized within a month. However, public outcry in
South Korea could still sour the deal, these officials said.
Unions and politicians have vowed to block any GM takeover that
omits the Bupyung facility, which employs 7,400 people.
The creditors and GM are finding ways to keep the Bupyung plant
running, but outside the U.S. automaker's direct control,
according to the officials.
"Bupyung won't be closed soon," said one official close to the
talks. "Its workers shouldn't be worried."
Rob Leggat, GM's spokesman for its Asian operations, declined to
comment, while Daewoo Motor's main creditor, state-run Korea
Development Bank, denied that a final decision has been made
regarding the Bupyung plant's future.
DAEWOO SHIPBUILDING: Graduating From Workout Program
-----------------------------------------------------
The country's ten creditor banks, including Korea Asset
Management Corp plan a graduation from the workout programs for
Daewoo Shipbuilding and Marine Engineering, The Digital Chosun
reported Friday.
DAEWOO TELECOM: Creditors Plan Split Sale
-----------------------------------------
The country's ten creditor banks, including Korea Asset
Management Corp plan split sales for Daewoo Telecom, said The
Digital Chosun Friday.
The FSC will have final say on the creditor banks' plan. The FSC
has given its go-ahead to the creditors' plan on 13 firms, but
the Service and the banks will have to fine-tune the measures on
22 others.
DONGWHA DUTY: Creditor Banks to Undertake Workout Measure
---------------------------------------------------------
The country's ten creditor banks, including Korea Asset
Management Corp, have decided to assume their own workout
measure for Dongwha Duty Free Shop, The Digital Chosun reported
Friday.
The plan is in accordance with the disposal of a large number of
35 ailing firms currently under the workout program to the
Financial Supervisory Service.
The disposal plan for the debt-ridden firms included split
sales, liquidation and workouts.
The creditors' plan reportedly matched the agency's principle
that the creditors not drag their feet in dealing with such
firms, one FSC official said.
The FSC will have to give final approval of the creditor banks'
disposal plan. FSC has given the go-ahead to the creditors' plan
for 13 firms, but the FSC and the banks will have to fine-tune
the measures on 22 others.
HYNIX SEMICON: Needs W1.5 Trillion to Stay Alive, SSB Says
----------------------------------------------------------
Salomon Smith Barney (SSB), Hynix Semiconductor's financial
advisor, says the company needs W1.5 trillion over the next
eighteen months in order for its plan to work, The Digital
Chosun reported Sunday.
Hynix's cash may run out in the second quarter of next year if
it is not given assistance in addition to the delay on its
debts.
According to SSB, the average price for a single unit in the
third quarter was US$2.70, but they were sold in July at prices
between US$1.10 and US$1.20. It says that DRAM prices will go up
slightly in the forth quarter, but a full recovery will come
only after the third quarter of next year.
SSB forecasts that Hynix will suffer W3.65 trillion in profits
this year, including W470 billion in operating losses.
Creditors have already given Hynix an extension on its loans,
but Salomon Smith Barney believes the company will again have to
call on creditors to negotiate additional financial help.
HYUNDAI SECURITIES: Union Opposes Hyundai Trust Reinvestment
------------------------------------------------------------
Hyundai Securities Co.'s trade union objects the plan to channel
money raised through the sale of new shares into Hyundai
Investment Trust & Securities, Asia Pulse reported Friday.
The brokerage house will become insolvent if the foreign capital
raised is reinvested in Hyundai Investment and Trust and not
kept in house, the union said.
The union noted the company already invested W390.4 billion in
Hyundai Investment Trust. The company's restructuring also led
to about 1,000 employees being laid off in a year.
The union vowed to go to court should large shareholders make
unreasonable decisions to enrich themselves.
KOHAP: Creditors Plan Split Sale
--------------------------------
Korea's ten creditor banks, including Korea Asset Management
Corp planned split sales for Kohap, The Digital Chosun reported
Friday.
The FSC will have the final word on the creditor banks' disposal
plan. FSC has given the go-ahead to the creditors' plan on 13
firms, but the Service and the banks will have to fine-tune the
measures on 22 others.
KOREA ELECTRIC: Three Firms Vie for Powercomm
---------------------------------------------
Powercomm, an electric network subsidiary of Korea Electric
Power Company (KEPCO), has three final bidders for its 30
percent controlling stake sale, The Digital Chosun reported
Friday.
The three companies - Hanaro Telecom, Korea Thrunet, and a
foreign investment bank - submitted a letter of intent Friday
to buy the stake.
Pohang Iron and Steel Corp. (POSCO) and SK Group did not offer
bids as they had earlier announced.
Powercomm operates one of the nation's biggest fiber-optic
backbone networks. It sells capacity to Internet and telecom
providers.
ORION ELECTRIC: Creditor Banks Plan Sale Via CRV
------------------------------------------------
The Digital Chosun reported Friday that Orion Electric is to be
sold off through corporate restructuring vehicles (CRV).
The FSC will have the final word on the creditor banks' disposal
plan. FSC has given its go-ahead to the creditors' plan on 13
firms, but the Service and the banks will have to fine-tune the
measures on 22 others.
SAMPYO INDUSTRIES: Creditor Banks to Undertake Workout Measure
--------------------------------------------------------------
The country's ten creditor banks, including Korea Asset
Management Corp, decided to undertake their own workout measure
for Sampyo Industries as part of the plan to dispose of a large
number of 35 ailing firm currently under the workout program to
the FSC, The Digital Chosun reported Friday.
The FSC will still have to give its final approval on the
creditor banks' disposal plan. FSC has given the go-ahead to the
creditors' plan on 13 firms, but the Service and the banks will
have to fine-tune the measures on 22 others.
SSANGYONG MOTOR: Recalls New Korando Jeeps for Defective Belts
--------------------------------------------------------------
The Ministry of Construction and Transportation announced
Wednesday that Ssangyong Motor Co. would implement a voluntary
recall of its "New Korando" jeeps in order to replace defective
safety belts, Asia Pulse reported.
The safety belts of the model were found to dangle about 20
centimeters without retracting and were therefore in danger of
getting caught in doors, the Ministry added.
SHINWOO: Creditor Banks Plan Sale Via CRV
-----------------------------------------
Shinwoo is to be sold off through corporate restructuring
vehicles (CRV), The Digital Chosun reported Friday.
The country's ten creditor banks, including Korea Asset
Management Corp, submitted their plan to dispose of a large
number of 35 ailing firm currently under the workout program to
the Financial Supervisory Service.
The FSC will have to give its final approval on the creditor
banks' disposal plan. FSC has given the go-ahead to the
creditors' plan on 13 firms, but the Service and the banks will
have to fine-tune the measures on 22 others.
===============
M A L A Y S I A
===============
ABRAR CORP: Gets Judgment In Default Vs. Bangsar Properties
-----------------------------------------------------------
Abrar Corporation Berhad announced Friday that Arab-Malaysian
Bank Berhad (AMBB) had on 27 June 2001 obtained a Judgment In
Default against Bangsar Properties Sdn Bhd (BPSB), a 100 percent
sub-subsidiary of the Company for the sum of RM4,747,680.00 as
at 24 September 1999.
BPSB was served with a copy of the Court Judgment and a letter
from AMBB's Solicitors on 8 August 2001. The letter demanded
payment of the Judgment sum plus interest and costs within seven
days from the date of the Solicitor's letter. AMBB said it would
proceed with execution to recover the sum.
The Company is currently under the administration of Special
Administrators who were appointed by Pengurusan Danaharta
Nasional Berhad. The appointment took effect 27 May 2001 and
there is a moratorium on the Company, which expires 26 May 2002.
A Corporate Guarantee was issued by the Company to AMBB in
respect of this matter.
The Special Administrators of the Company are currently in the
midst of preparing a workout proposal for the Company and they
will assess the implication of the Court Judgment as well as the
Corporate Guarantee with a view of addressing the same
prudently, provided the Company's liability under the Corporate
Guarantee is admitted and captured under the workout proposal.
CYGAL BERHAD: Divests CTA Stake
-------------------------------
Cygal Berhad announces that the Company has disposed of its non-
core investment of 505,000 ordinary shares of RM1.00 each in
C.T.A. Realty Sdn. Bhd. (CTA) representing 50.50 percent equity
interest in CTA for a total cash consideration of RM30,000
(Disposal).
Information On Investments
CTA was incorporated on 21 March 1985 in Malaysia under the
Companies Act, 1965. The present authorized share capital of CTA
is RM1,000,000 divided into 1,000,000 ordinary shares of RM1.00
each of which 1,000,000 ordinary shares of RM1.00 each have been
issued and fully paid.
CTA is principally a driven pile contractor and an investment
holding company with subsidiaries engaging in related
activities.
Details Of The Disposals
Cygal has disposed of its 50.5 percent equity interest in CTA to
Infraselatan Sdn Bhd, an existing shareholders of CTA. The
consideration was arrived at on willing buyer willing seller
basis after considering the negative net tangible asset values
per the management account of CTA.
In entering into agreement for the Disposal, Cygal has also
considered the additional funding requirement to revitalize the
operations of CTA and that Cygal is not prepared to commit to
further working capital requirement as needed by the company.
The Disposal is not subject to any approvals other than that of
the Board of Directors which has been obtained.
Rationale For The Disposals
The Company having taken into consideration the prevailing
adverse operating environment, tight credit supply and the
negative conditions faced by the construction industry, views it
not viable to continue embarking into the driven pile
activities.
The Board's existing emphasis is to reengineer the operations of
the Company and the Company is not prepared to provide
additional working capital support required by the subsidiary.
The Company thus has decided to divest the Investments.
Financial Effects
The abovementioned Disposals will not have any material effect
on the earnings and net tangible assets of the Group for the
year ending 31 December 2001 and have no effect on the share
capital of the Company.
None of the directors and substantial shareholders of the
Company have any interest, direct or indirect, in the
abovementioned Disposal.
Cygal is a Class A contractor registered with the Pusat Khidmat
Kontraktor and a Class 9 Contractor registered with the
Construction Industry Development Board, which allows it to
tender for projects of unlimited size from the government or
statutory authorities.
The Company has, over the years, successfully completed projects
belonging to agencies such as UDA, Jabatan Kerja Raya, state
government bodies and various universities as well as private
projects.
Since its listing, the Company has diversified into property
development activities through the acquisition of subsidiaries.
To further strengthen its position in the construction industry,
the Company has also diversified into other construction-related
activities, such as supply of building materials, and piling and
concrete pump services.
The Company further diversified its income base in May 1997
through investment in United Golden Mile Aviation Ltd (UGMA),
Hong Kong, one of the major players in the supply of aviation
components and materials in China. UGMA assists in supplying OEM
equipment and market repair and overhaul facilities for aircraft
such as Boeing 737s and 747s.
In November 1999, Cygal and three of its subsidiaries, undertook
a debt restructuring exercise with its non-financial institution
creditors via a scheme of arrangement under Section 176(10) of
the Companies Act, 1965. The scheme was subsequently approved in
December.
Presently, the Company is finalizing a debt settlement scheme
with its financial institution creditors under the purview of
the Corporate Debt Restructuring Committee.
MYCOM BERHAD: In Talks With Creditors Over Default Settlement
-------------------------------------------------------------
Mycom Berhad (Mycom) on 12 July 2001, announced the default in
principal payments in respect to Revolving Credit Facilities of
RM15 million each granted to two of its wholly owned
subsidiaries, Tingkayu Plantations Sdn Bhd (Tingkayu) and
Pertama Development Sdn Bhd (Pertama). The RCF's were granted by
the syndicated Lenders RHB Bank Berhad and OCBC Bank (Malaysia)
Berhad and Amanah Merchant Bank Berhad as Agent.
Mycom is still in negotiations with the Lenders for a mutual
settlement on the matter.
As announced before, both RHB Bank Berhad and OCBC Bank
(Malaysia) Berhad are also participants in the Mycom's debt
restructuring scheme led by CDRC which resubmitted the schemed
to the Securities Commission on 20 July 2001.
PAN MALAYSIA: Soo Lay Buys Shares During Closed Period
------------------------------------------------------
Soo Lay Holdings Sdn Bhd informed Pan Malaysia Industries Berhad
(PMIB) that Soo Lay had purchased the ordinary shares of PMIB as
follows:
1) Date of dealing - 10 August 2001
2) Consideration of dealing - RM0.3178 per share
3) Number of shares acquired - 181,000 ordinary shares of
RM0.50 each
4) Percentage of issued share capital of PMIB - 0.009 percent
The PMI Group is involved in a wide range of activities in
Malaysia and overseas through its subsidiaries and associates.
Group operations are located in Malaysia, Singapore, Hong Kong,
China, Australia, the UK, Europe, India and North America.
Among the PMI Group is 44.2 percent owned listed company Malayan
United Industries (MUI), and 61.84 percent owned Metrojaya, also
listed. MUI has interests ranging from, among others, retailing,
hotels, food and confectionery, property, construction,
financial services, manufacturing and trading, travel and
tourism and educational services.
MUI owns 42.88 percent of Laura Ashley Holdings plc, a company
listed on the London Stock Exchange. Metrojaya operates
departmental stores, specialty stores and hypermarkets.
The Group, including its associated company, MUI, is continuing
its efforts to consolidate and rationalize its operations to
strengthen its position. Such efforts include, amongst others,
restructuring undertaken by Pan Malaysia Holdings, Pan Malaysia
Capital and certain of its subsidiaries and the disposal of non-
core assets by the MUI Group.
SPORTMA CORP: Default In Principal Payment Stands At RM159.5M
-------------------------------------------------------------
Sportma Corporation Berhad (Special Administrators Appointed)
(SCB) announce Friday that its default, as of 31 July 2001,
amounted to RM159,472,284.89 made up of a principal sum, plus
RM48,663,523.42 in interest for revolving credit facilities,
trade financing and overdraft.
Chemitech Industries Sdn Bhd, a subsidiary of SCB had, as of 31
May 2001 defaulted on RM470,000.00 made up of a principal sum
plus RM117,748-83 in interest, in respect to its term loan.
TIME DOTCOM: Units Apply For Capital Reduction
----------------------------------------------
TIME dotcom Berahd announced that as part of the restructuring
exercise of the TIME dotCom Group, the subsidiaries of TIME
dotCom namely TT dotCom Sdn Bhd, TIMECel Sdn Bhd, TIME Reach Sdn
Bhd and TIMESat Sdn Bhd had separately, on 10 August 2001
applied to the High Court of Malaya (the Court) to sanction the
Capital Reduction under Section 64 of the Companies Act 1965.
The Capital Reduction represents the final milestone in the
Scheme of Arrangement undertaken by the TIME dotCom Group which
was disclosed in Section 10.2.3 on pages 50 to 53 of the
Prospectus of TIME dotCom dated 22 January 2001.
An appropriate announcement will be made once the outcome of the
abovementioned application to the Court is known.
=====================
P H I L I P P I N E S
=====================
NATIONAL POWER: Fours Firms Show Interest In Transmission Assets
----------------------------------------------------------------
UK-based National Grid started its due diligence on transmission
assets of the National Power Corp. (Napocor), The Philippine
Star reported Monday and according to an unidentified company
official.
Aside from National Grid, the three other foreign firms that
showed interest in transmission assets of Napocor are:
Electricite de France, Electric Development Corporation of Japan
and Kyushu Corp.
The unidentified official said of the four companies which
expressed keen interest in participating in the transmission
assets of the distressed state-owned power firm, only National
Grid has been very aggressive.
The government hopes to raise $2.4 billion to $2.7 billion from
the sale of its transmission assets.
The power firm, with market capitalization of $11 billion, is a
publicly held company listed in London and New York Stock
Exchange.
It has an annual turnover of $5.4 billion as of end-December
2000 delivering an operating profit of $1.04 billion.
NATIONAL STEEL: Reopening Likely
--------------------------------
The government hopes the debt-laden National Steel Corporation
(NSC) will reopen this year. Danaharta is the Malaysian
government entity holding NSC ownership, Business World reported
Monday.
Danaharta, in its meeting with the Philippine government
represented by Trade and Industry Secretary Manuel Roxas II,
vowed to help the troubled company.
Danaharta agreed to find a solution to the problem, particularly
by formulating schemes that may result in agreement with
creditor banks and new investors.
The DTI will wait until September 15 for Malaysian investors to
submit their proposal in rehabilitating the company.
WESTMONT INVESTMENT: SEC Seeks Prosecution Of Officials
-------------------------------------------------------
The Securities and Exchange Commission (SEC) appealed to the
Justice Department to reconsider its dismissal of the case
against officials of Westmont Investment Corp. (Wincorp),
Business World reported Monday.
SEC commissioner Joselia Poblador said the Commission would push
for the prosecution of the Wincorp officials, convinced fraud
was perpetrated against Wincorp investors within the context of
the securities law.
SEC findings showed Wincorp engaged in alleged fraudulent acts
sometime between 1995 and 2000 when it implemented an investment
scheme without registering it as a security with the SEC.
The Department of Justice held the Wincorp transactions were
loans and not securities, therefore, not required to be
registered with the SEC.
However, the SEC is determined to prove the fraudulent schemes
allegedly perpetrated by the investment firm.
=================
S I N G A P O R E
=================
GIKEN HOLDINGS: Gives Up Stake In Giken Sakata
----------------------------------------------
Giken Holdings Pte Ltd, (GHPL) announced that as part of its
voluntary winding-up process, its entire 11,200,000 ordinary
shares in Giken Sakata (S) Limited, (GSS) have been distributed
to its shareholders.
GHPL now does not hold any GSS shares.
L&M Group: Tay, Lee Appointed As Independent Directors
------------------------------------------------------
The Board of Directors of L&M Group Investments Limited (the
Company) wishes to announce that the Company has appointed Tay
Yew Beng Peter as the Company's independent director and as a
member of the Audit Committee with effect from 8 August 2001.
The Company has also appointed Lee Khoon Choy as an independent
director and as a member of the Audit Committee, subject to the
approval of the shareholders to be convened at the Extraordinary
General Meeting of the Company pursuant to Section 153(6) of the
Companies Act (Cap. 50) for persons above the age of 70.
The Board considers Mr Tay Yew Beng Peter and Mr Lee Khoon Choy
to be independent.
The Board has also accepted the resignation of Giam Chin Toon
with immediate effect. Giam has expressed regret that due to his
work and travel commitments, he is unable to continue his duties
as a Director.
The Board would like to record its appreciation to Mr Giam for
his contribution and support to the Company.
On August 7, TCR-AP reported that the Company's Directors were
of the view that there were reasonable grounds for the Company
and its subsidiaries (the L&M Group) to continue as a going
concern.
The Company is currently in discussion with the creditor bank
regarding restructuring its bank facilities.
THAKRAL CORP: Aug 27 AGM, Agenda Scheduled
------------------------------------------
Thakral Corporation Limited announced the Company's Eighth
Annual General Meeting of the Company will be held on 27 August
2001, Monday, at 11.30 am at Ballroom II, Level 2, Grand Plaza
Parkroyal, 10 Coleman Street, Singapore 179809, to transact the
following business:
As Ordinary Business
(1) To receive and adopt the Directors' Report and Audited
Accounts for the financial year ended 31 March 2001 and the
Auditors' Report thereon.
(2) To re-elect the following directors each set out below
retiring under Article 95(2) of the Articles of Association of
the Company:
(a) Kartar Singh Thakral
(b) Prithvi Raj Ahuja
(c) Lee Ying Cheun
(3) To approve directors' fees of S$218,750 for the year ended
31 March 2001 (FY2000: S$190,000).
(4) To re-appoint Messrs Deloitte & Touche as the Auditors of
the Company and to authorize the directors to fix their
remuneration.
(5) To transact any other ordinary business of the Company
As Special Business
(6) To consider and, if thought fit, to pass the following
resolution as ordinary resolution, with or without any
modifications:
"That, in connection with or pursuant to the Thakral
Corporation Employees' Share Option Scheme 1997 ("the 1997
Scheme"), the directors of the Company be and are hereby
authorized to from time to time, during the continuance of this
authority or thereafter, allot and issue such number of ordinary
shares of S$0.10 each in the capital of the Company as may be
required to be issued pursuant to the exercise of options
already granted by the Company pursuant to the 1997 Scheme."
(7) To consider and, if thought fit, to pass the following
ordinary resolution, with or without any modifications:
That approval be and is hereby given:
(i) for the Company, its subsidiaries and its target
associated companies (the "Group") or any of them to enter, in
the ordinary course of business, into the transactions and
arrangements for the sale and purchase of consumer electronic
products and/or textiles (the "Products") as described in the
Company's Circular to Shareholders dated 14 March 1997 ("the
Circular") with Thakral Brothers (Pte) Limited and/or its
subsidiaries ("Thakral Singapore"), provided that all such
transactions and arrangements are: (a) entered into on an arm's
length basis; (b) entered into in accordance with the procedures
contained in the Lock Out Agreement (as defined in the Circular)
and the procedures described in the Circular; (c) in the case of
transactions and arrangements for the sale of the Products by
the Group to Thakral Singapore, entered into on normal
commercial terms; (d) in the case of transactions and
arrangements for the purchase of the Products by the Group from
Thakral Singapore, entered into on acceptable terms; and (e)
subject to review by the Audit Committee of the Company on a
regular basis, and that the directors of the Company be and
hereby authorized to take such steps and exercise such
discretion as the directors of the Company may in their absolute
discretion deem fit, advisable or necessary in connection with
all such transactions and arrangements;
(ii) such approval shall, unless revoked or varied by the
Company in general meeting, continue in force until the next
Annual General Meeting of the Company; and
(iii) the directors of the Company be and are hereby
authorized to complete and do all such acts and things
(including executing all such documents as may be required) as
they may consider expedient or necessary to give effect to this
Resolution."
During FY 2001, the Thakral Group has continued to work with its
financial advisors towards the restructuring of its balance
sheet, reducing its debt and rearranging its borrowings.
===============
T H A I L A N D
===============
NEP REALTY: Posts Net Loss of Bt32.498M
---------------------------------------
NEP Realty and Industry Public Company Limited posted, for this
quarter, a net loss of Bt32.498 million. This result related to
NEP profit directly Bt14.468 million, related from net loss of
the associated company Bt46.965 million and the result from the
subsidiary company by equity method.
The subsidiaries:
Navanakorn Co.,Ltd gain Bt4.621 million
Saraburi Industry Park Co.,Ltd loss Bt35.728 million
NEP Property Co.,Ltd loss Bt15.858 million
The result in the same quarter of last year showed net loss
bt44.545 millon. The result related to NEP profit directly
Bt18.297 million and related from the loss of the associated
company Bt3.353 million and loss from the subsidiary company by
equity method:
Navanakorn Co.,Ltd loss Bt7.086 million
Saraburi Industry Park Co.,Ltd loss Bt37.112 million
NEP Property Co.,Ltd loss Bt15.291 million
NEP Realty and Industry Public Company Limited notifies
additionally that in the subscription of the capital increase
ordinary shares in NEP Property Co.,Ltd. ("NEPP"), which is a
subsidiary of the Company. In the amount of 29,600,000 shares,
par value of Bt10 per share, totaling Bt296 Million, the
subscription is for the purpose of converting the Bt296 Million
debt into the equity of NEPP.
The Company will thereafter sell all ordinary shares in NEPP to
Nava Nakorn Co.,Ltd.
SAMAKKHISAN: Business Reorganization Filed in Bankruptcy Court
--------------------------------------------------------------
The petition for Business Reorganization of Samakkhisan (Dokya)
Public Company Limited (Debtor), which is engaged in sale of
books, was filed to the Central Bankruptcy Court:
Black Case Number Phor. 20/2542
Red Case Number Phor. 4/2543
Petitioner: Samakkhisan (Dokya) Public Company Limited
Planner: South Sathorn Planner Company Limited and Mr. Sarongsak
Tuntipinijwong
Debts Owed to the Petitioning Creditor: Bt810,346,964.85
Date of Court Acceptance of the Petition: December 3,1999
Court Order for Business Reorganization: January 17,2000
Court order for appointing the Planner: March 20, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner: in Matichon Public Company Limited
and Siam Rath Company Limited: January 25, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner: in Government Gazette on March 2,
2000
Deadline for creditors to submit Applications for Payment in
Business Reorganization: April 3, 2000
Deadline to object to any Application for Payment in Business
Reorganization: April 18, 2000
Deadline for the planner to submit the plan to the official
receiver: July 27, 2000
Planner postpones the date of submitting the plan # 1th: August
28, 2000
Appointment Date of the Creditors' Meeting for the Plan
Consideration: October 24, 2000
The Meeting had passed a resolution accepting the Plan
Court had issued an Order accepting the Reorganization Plan:
November 2, 2000 and Appointed Mr. Narongsuk Tontipinitwong
#1st, Mr. Harint Sukawat #2nd, P.S.M. Business Advisor Company
Limited #3rd to be as the Plan Administrator
Contact: Mr. Thanawat, Tel: 6792525 ext. 123
SINO-THAI: Clarifies 2Q Financial Statement
-------------------------------------------
Sino-Thai Engineering & Construction Public Company Limited
provides clarification of their quarterly financial statement
that ended June 30, 2001, which shows a net profit increased by
112.65 percent for the three-month period and 115.50 percent for
the six-month period compared to the same period of the previous
year due to the following reasons:
* The company had gross profit margin of 13.09 percent and
12.58 percent for the three-month period and the six-month
period comparing to the loss of (1.79 percent) and (0.32
percent) in the same period of the previous year due to better
profit margin on the current projects.
* The company did not have loss on currency swap contracts
comparing to Bt155.97 million loss in the six-month period of
the previous year.
* As a result of the debt restructuring process,
* The company recorded interest expense at Bt1.17 and
Bt2.42 million for the three month period and six-month period
comparing to Bt202.27 and Bt321.62 million in the same period of
the previous year.
* The company recorded gain (loss) on exchange at 0.01
and Bt(0.4) million for the three-month period and six-month
period comparing to (Bt122.67) and (Bt146.64) million in the
same period of the previous year.
THAI-QUALITY: EGM Approves Capital Reduction
--------------------------------------------
The Extraordinary General Meeting of Shareholders No. 1/2001 of
Quality Houses Public Company Limited held on 9th August, 2001,
at 10:00 AM, at the Company office, located at M Floor,
Q. House Sathorn Building, 11 South Sathorn Road, Khet Sathorn,
Bangkok, has resolved as follows:
(1) That the Minutes of the Annual General Meeting of
Shareholders No.1/2001, held on 10th April, 2001, be certified.
(2) That the reduction of the Company's registered and
paid-up capital for the purpose of writing off accumulated loss
totaling Bt 4,058,546,820 by reducing the par value from Bt 10
to Bt 5 each shares, be approved.
Consequently, the Company's registered and paid-up capital will
be changed from Bt14,422,791,520 and Bt 8,117,093,640 to Bt
7,211,395,760 and Bt4,058,546,820 respectively.
(3) That the amendment to Clause 4 of the Memorandum of
Association as to reflect the decrease of the registered and
paid-up capital by reducing the par value from Baht 10 to Baht 5
each shares, be approved as follow:
(Clause 4) The registered capital: Bt7,211,395,760
Divided into: 1,442,279,152 shares
At the par value of: Bt5 each
Categorised into Ordinary shares: 1,442,279,152
shares
Preferred shares: - none - "
(4) That Clause 4 and Clause 9 of the Articles of
Association be amended, and Clause 46 of the Article of
Association be inserted as follows: Clause 4
"Clause 4 Shares of the Company are ordinary shares
and specified shareholders. All shares of the Company shall be
paid-up in full by one payment, a subscriber or purchaser shall
not offset any debts with the Company except where the Company
conducts its debt restructuring by way of issuing new shares to
settle its debts to the creditors under the debt-equity swap
scheme with the approval of the three-quarter vote of all
shareholders present and eligible to vote at the shareholders'
meeting.
The issue of new shares for debt settlement and debt-equity
swap scheme under paragraph two shall be subject to the rules
and procedures prescribed in the ministerial regulations."
Clause 9
"Clause 9 The Company shall not own its share or take
them in pledge, except for the following:
(1) the Company may buy back its shares from any
shareholders who, by reason that he/she is unfairly treated,
votes against a shareholders' meeting's resolution to make
amendments to the articles of association concerning the voting
right and dividend entitlement ; and
(2) the Company may buy back its shares for the purpose of
administering its financial affairs when the company has
accumulated profit and surplus liquidity, provided that the
relevant buy-back will not lead the Company to encounter any
financial difficulties.
Such shares held by the Company will neither be counted to
form a quorum of the shareholders' meeting nor be eligible to
vote and receive dividend payments. "
Insert in the Articles of Associations Clause 46
"Clause 46 The Company may reduce its registered capital
either by lowering the par value of each share or by reducing
the number of shares by passing a shareholders' resolution of
not less than three-quarter of all votes of shareholders present
and eligible to vote at the shareholders' meeting.
However, the capital of the Company shall not be reduced to less
than one quarter of its original total amount except the
Company's making compensation for the accumulated losses in the
order as specified by the law but the accumulated losses still
remain.
The reduction of the capital of the Company to less than one
quarter of its original amount under paragraph 2 above, must be
approved by passing a shareholders' resolution of not less than
three-quarter of all votes of shareholders present and eligible
to vote at the shareholders' meeting. "
S U B S C R I P T I O N I N F O R M A T I O N
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Copyright 2000. All rights reserved. ISSN: 1520-9482.
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