/raid1/www/Hosts/bankrupt/TCRAP_Public/020306.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

            Wednesday, March 6, 2002, Vol. 5, No. 46

                         Headlines

A U S T R A L I A

ANSETT AIRLINES: ASIC Shifts Probe to AIZ Financial Disclosures
ANSETT AIRLINE: Ends 66-Year Service With Last Flight to Sydney
ANSETT AIRLINES: Immediate Profit To Competition Unlikely
AQUARIUS PLATINUM: Releases Progress Report
AUSTRALIAN MAGNESIUM: Shareholders OK Option Issue to Normandy

ENVESTRA LIMITED: Macquarie to Underwrite $79M Equity Issue
ESTAR ONLINE: Bids Goodbye To Ambitious Brokering Service
HORIZON ENERGY: Releases Half-Yearly Report
JOYCE CORPORATION: Releases Half-Yearly Report Ended December 31
NORMANDY MINING: Suspension From Official Quotation Pending

POWERTEL LIMITED: Shareholder Developing Restructuring Plan
SME GROWTH: H-G VENTURES Offers Share Capital Acquisition


C H I N A   &   H O N G  K O N G

FIRST PACIFIC: Chairman Seeks Partner For 49% Escotel Stakes
FIRST PACIFIC: Huge Net Loss Due to Provision Charges


I N D O N E S I A

* Bank Indonesia Tightly Monitors 14 Large Banks


J A P A N

MATSUSHITA ELECTRIC: Signs JV Pact With Sumitomo Trust, Others
MITSUBISHI MOTORS: Transferring Property, Catering Business
SATO KOGYO: Y30-150M "Safety Net" to Related Small Firms
SATO KOGYO: Asahi Bank Loan Exposure No Impact to Earnings
SATO KOGYO: Hazama Corp Denies Management Integration Plan

SATO KOGYO: UFJ Bank May Not Recover Y26M Loans
SUMITOMO HEAVY: To Merge Shipping With Ishikawajima-Harima
TAISEI CORP: Forming Comprehensive Tie-up With Tobishima
TOKYO ELECTRC: Plans to Cut Power Rates by 7% Average in April
YAOHAN: Now Named Maxvalu Tokai After Rehab Process

K O R E A

HYUNDAI MERCHANT: Talks W/ WWL May Include Transport Agreement
HYUNDAI MERCHANT: WWL Under Observation on the Oslo Bourse
KOREA LIFE: Hanwa Group Bids to Buy 51% Stake for W450B
KOOKMIN BANK: To Reduce Executives by Half
SAMSUNG ELECTRONICS: W510K New Price, Strong Buy, Says Analyst


M A L A Y S I A

Arab-Malaysian Finance: Offers Voluntary Separation Scheme
GADEK CAPITAL: New Company Malton Replies To KLSE Query
KELANAMAS INDUSTRIES: Enters RSA With MP Technology Resources
MALAYSIA BUILDING: Incurs Four-Year RM950M Accumulated Loss
SIME DARBY: Issuing RM1-2B in Bonds

TENAGA NASIONAL: In Final Talks To Sell Stake in IPP
TIME DOTCOM: Sharing Infrastructure Would Cut Costs


P H I L I P P I N E S

BAYAN TEL: Cuts Workforce To Take New Business Direction
RFM CORP: San Miguel Still Considers Acquiring Swift Foods


S I N G A P O R E

EASYCALL INTERNATIONAL: Acquires All Issues Shares of CPE
PRESSCRETE HOLDINGS: Signs MoUs to Settle Debts, Obtain Assets


T H A I L A N D

NTS Steel: Explains Operational Results 2001
SIAM SYNTECH: Releases Half-year Financial Statement
SIKARIN PUBLIC: Releases Year 2001 Financial Results
THAI PETROCHEMICAL: Posts Profit, Loss Statement

     -  -  -  -  -  -  -  -

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


ANSETT AIRLINES: ASIC Shifts Probe to AIZ Financial Disclosures
---------------------------------------------------------------
The Australian Securities and Investments Commission says it
investigation into the demise of Ansett Airlines will now focus
on the financial disclosures of parent company, Air New Zealand,
Limited.

According to a statement released by the Commission, it has not
found any evidence that has "realistic prospect for successfully
prosecuting [company] directors...for breach of their general
duties of care under the Corporation Act or for insolvent
trading."

As a result, the investigation will now look into the "adequacy
of disclosures made to the market by AIZ regarding its financial
position in the period prior to September 12, 2001."

"The Commission believes that, depending on the outcome of
further enquiries, the public interest may be served by the
commencement of a representative action for damages against AIZ
in relation to the level of its financial disclosures," the
statement read.

The Commission said it has created a special task force to look
into these various issues before making a final decision:

     (1) Whether or not the disclosures made by AIZ were
         adequate;

     (2) Identification of persons who have suffered damage as a
         consequence of any failure by AIZ to keep the market
         properly informed; and

     (3) Determination of the damages for which a lawful claim
         (if any) may be made under Section 50 of the ASIC Act
         on behalf of such persons.

The task force, which will be headed by Director of Enforcement
Jamie Orchard, is expected to release its report by May.  The
Commission hopes to make a final decision by May 31.

Meanwhile, in deciding to let company officials off the hook, the
Commission noted that Ansett directors took steps to obtain
financial support from parent company Air New Zealand Limited
(AIZ), including a letter of comfort for $400 million for working
capital commitments in August 2001.

"It is considered unlikely that evidence exists which would cause
these conclusions to be reconsidered but ASIC will reserve its
position until all aspects of the investigation are concluded,"
the Commission said.

For more information, contact Kate Harvey, ASIC Media Manager by
Phone: 03 9280 3553 or by Mobile: 0401 985 966


ANSETT AIRLINE: Ends 66-Year Service With Last Flight to Sydney
---------------------------------------------------------------
After 66 years of service, Australia's biggest airline flew its
last passenger flight Tuesday, the Associate Press said.

The plane "soared over the Outback and into aviation history"
with 134 passengers on board flight AN152.  The plane took off
from the Western Australian State capital of Perth and landed in
Sydney.

"It's an end of an era, an end of a great company, a great
Australian company," pilot Geoff McDonald addressed the
passengers during the flight.

Ansett was put into voluntary administration in mid-September
last year and later grounded, throwing most of its 16,000
staffers out of work.

Australian aviation pioneer, Sir Reginald Ansett, founded the
Company in 1936.  By 1969, the small fleet had become Australia's
largest domestic airline.

The Company's woes began when it came under the control of Air
New Zealand.  During this time, Ansett amassed major debts
because of a price war in the Australian market and maintenance
problems that forced it to ground a number of planes early last
year.


ANSETT AIRLINES: Immediate Profit To Competition Unlikely
---------------------------------------------------------
Qantas CEO Geoff Dixon says his company will buy some of the
ground assets of Ansetts, its past rival.

In an interview during the Business Sunday program on Nine
Network, Mr. Dixon admitted his company is eyeing Ansett's ground
equipment.

"We would like to buy some Ansett...ground equipment. We have
some issues with our own terminals at the moment with ground
equipment and we'll look at other things," he said.

Ansett Administrator Mark Korda revealed in the same program that
he and fellow Administrator Mark Mentha will soon set up a
bidding process for the remaining assets of the fallen airline.
Mr. Korda says talks are already underway with discount airline
Virgin Blue and Chris Corrigan.

Meanwhile, Mr. Dixon says Ansett's demise will not likely result
in a quick profit boost.

"It certainly won't have any difference on the bottom line this
financial year because we've factored in the fact that they were
going to be very weak competition for the next three months," he
said.

Qantas posted a 42 percent plunge in first half net profit to
AU$154 million on February 21 as harsh international markets
wiped out the benefits of its domestic dominance.

According to Multex Global Estimates analysts forecast a net
profit before one-off items for the year to June 30, 2002 of
AU$382 million with a range of AU$350 million to AU$401 million.


AQUARIUS PLATINUM: Releases Progress Report
-------------------------------------------
Excellent progress is being made with regard to the restructuring
arrangements of the Aquarius Platinum Limited Group of Companies
(Aquarius or the Company) as outlined in the announcement dated 8
January 2002.

The three parties relevant to the restructuring arrangements,
Aquarius, Impala Platinum Holdings Limited (Implats) and Investec
Bank Limited (IBL) have executed agreements to effectively extend
the Implats guaranteed ZAR504 million facility that Aquarius
Platinum (South Africa) Pty Ltd (AQPSA) was required to settle
with IBL on February 28, 2002 to April 30, 2002.

This extension will allow the Company sufficient time to arrange
for shareholder meetings to consider the restructure.

W Boehm
Company Secretary


AUSTRALIAN MAGNESIUM: Shareholders OK Option Issue to Normandy
--------------------------------------------------------------
Australian Magnesium Corporation Limited (AMC) shareholders, at a
general meeting held on 28 February 2002, approved AMC's funding
arrangements with Normandy Mining Limited (Normandy) and certain
of its subsidiaries.

One of the funding arrangements approved was the Amended and
Restated 2001 Subscription Deed between AMC, Normandy and
Nottacar Investments Pty Ltd (Nottacar), a wholly owned
subsidiary of Normandy.

Pursuant to that deed, AMC issued 3,000,000 options to Nottacar
on February 28, 2002.

The options were issued in satisfaction of AMC's obligation to
pay an establishment fee to Normandy in respect of a finance
facility made available to AMC under another of the Normandy
funding arrangements, being the Normandy 2001 Loan Facility
Agreement.

The main terms of the options are:

* Each option will entitle Nottacar to subscribe for one fully
paid ordinary share in the capital of AMC upon payment of the
exercise price.

* The exercise price of each option is $0.60.

* Each option may be exercised at any time within the next five
years.

* Each share issued pursuant to the exercise of an option will
rank equally in all respects with the ordinary shares then on
issue.

* The options will not be quoted. AMC will apply to Australian
Stock Exchange Limited for quotation of the shares issued upon
exercise of the options.

Enquires concerning this report may be directed to:

Joel Forwood, Manager              Simon Jemison, General Manager
Investor Relations                 Public Affairs
Telephone: +61 7 3837 3400         Telephone: +61 7 3837 3400
Facsimile: +61 7 3837 3423         Facsimile: +61 7 3837 3423


ENVESTRA LIMITED: Macquarie to Underwrite $79M Equity Issue
-----------------------------------------------------------
Envestra Limited, Australia's largest natural gas distribution
company, announced Tuesday that Macquarie Equity Capital Markets
has been engaged to undertake an Excluded Offer Placement of 66.4
million securities on behalf of the Company.

Macquerie has underwritten the placement. It is expected that
trading will resume at the opening of the market today (Wednesday
6 March).

The Company also announced an offer to existing shareholders
under its Security Purchase Plan (SPP).

$79 million will be raised through the placement and SPP. The
capital raised will be used partly to fund Envestra's ongoing
capital expenditure program and to re-finance maturing
convertible notes.

Mr Bob Piper, Chairman of Envestra said, "The price of the new
securities issued under the placement is 87.23 cents. The
placement securities will receive a 2.43 cents distribution for
the period ending March 31, 2002.

"The placement securities will be allotted on March 8 and will
trade as a separate class until the forthcoming distribution,
after which they will rank equally with the Company's existing
securities.

"A number of additional institutional investors are expected to
enter the register as a result of the placement," added Mr Piper.

"It is expected that the issue of these new securities, and those
to be issued under the SPP, will not effect the level of future
distributions to shareholders.

"The issue price under the SPP is 85 cents. This represents a
discount of 6% to the weighted average stapled security price for
the ten day period ended March 1, after adjusting for the 3.8
cents distribution to be paid on existing securities for the
period ending March 31, 2002. The new securities will not qualify
for this distribution.

"The placement is supported by both major shareholders, Cheung
Kong Infrastructure and Origin Energy Ltd, with each committed to
a minimum of 17.4 million securities. Origin and CKI have also
committed to take up to an additional 5 million securities each
in the event of a SPP demand shortfall. Their ultimate holdings
will be within the range of 19.3% and 19.97%".

The offer to existing shareholders follows the Company's
successful introduction of the SPP in 2001, when over 37% of
shareholders participated.

Details of the SPP offer are:

* Shareholders may purchase up to 3,529 additional stapled
securities in the Company through the SPP, subject to a maximum
SPP issue of 25 million securities.

* The new securities will not qualify for the distribution to be
paid on existing securities on April 29, but will qualify for all
future distributions and other entitlements.

* The Record Date for entitlement to the offer is March 5.
Details of the Plan will be posted to shareholders on March 7.
The offer will close on March 25, 2002 and is not transferable.

Mr Piper said, "Based on the current distribution for the year
ended June 30, 2002 of 9.5 cents per security, the yield on the
new securities is expected to be in excess of 11%.

"The forecast distribution of 3.8 cents per existing security,
for the half year ending March 31, will be paid on April 29
instead of late May as in previous years to avoid having a
separate class of shares trading for about a month."

The record date for the payment of the distribution on the
existing securities will be April 15, which means the securities
will trade ex-distribution on April 9.

For further information please contact:

Ian Little, Chief Financial Officer
Des Petherick, Manager, Corporate & Public Affairs

Telephone:       (08) 8227 1500
                  0403 056 540


ESTAR ONLINE: Bids Goodbye To Ambitious Brokering Service
---------------------------------------------------------
Online brokering service firm, Estar Online, announced Monday
that it will radically change its business plan due to tough
market conditions.

The Company, which is presently burning cash at an average of
$80,000 a month due to trading losses, said it will "change
direction" and put remaining capital into new ventures such as
property.

The Sydney Morning Herald quoted CEO Albert Wong as saying that
the firm is still committed to providing an online broking
service, but opportunities for the group's trading technology had
proved limited.

"At the time of its listing some 18 months ago, Estar's strategy,
as an e-commerce company, was to build an online trading platform
and broking business with the infrastructure that would allow its
customers to access financial markets in dynamic real time and
trade instantly in securities listed on the ASX and other
financial markets.

"The stark reality is that the market has changed dramatically
from the time of listing in August 2000 with the online share
trading sector becoming even more dominated by the big bank-
backed operators and commissions continuing to be slashed, Mr.
Wong said.

The Company's trouble became apparent in November when, during
its annual meeting, Chairman Neville Wran warned he could not
predict the Company's short-term prospects.  At the time, he
described the Company's first year as a listed entity as
"trying".

A spin-off from broker Barton Capital Securities, the Company
raised $20 million when it went to the market 18 months ago.  On
Monday, it had $10.4 million left, the newspaper said. It has now
put on hold the development of its TradeMark back-office
settlement system.

"We're now looking at things that are more tangible, investments
in general," said Mr. Wong.  He said when credible investment
opportunities are established, the firm would return to
shareholders for approval.


HORIZON ENERGY: Releases Half-Yearly Report
-------------------------------------------
The Directors of Horizon Energy Investment Management Limited
(HEIML), the manager for Horizon Energy Investment Group
(Horizon), released on February 28 the financial results for the
six months ended December 31, 2001.

The key financial results for Horizon for the period were:

* Loy Yang Power (LYP) recorded a $0.72 million profit for the
period, of which Horizon's 25% interest was a $0.18 million
profit.

* Horizon's Net Loss from Operating Activities after Tax for the
period was $0.05 million.

* Horizon's available cash, after allowance for creditors, at
December 31, 2001 was $1.94 million.

* There were no distributions paid to investors during the
period.

* On December 22, 2001, one of LYP's four units (Unit 4) failed
as a result of an internal electrical fault, which caused
considerable damage to the generator. As the incident occurred
towards the end of the period, it did not have a material impact
on LYP's financial results for the six months ended 31 December
2001. This is discussed in greater detail below.

The carrying value of Horizon's interest in LYP reflects the
Directors' views as to recoverability. The Directors have
determined to maintain the valuation used at 30 June 2001 (after
adjusting for Horizon's share of LYP's result).

The, following table shows the Key Financial Results for Loy Yang
Power.

LOY YANG POWER KEY FINANCIAL RESULTS

$MILLION                    6 MTHS TO             6 MTHS TO
                           31/12/2001            31/12/2000

Generation revenue              272.1                 253.7
Other revenue                    28.3                  25.1
Total revenue                   300.4                 278.8

Finance expenses               (167.5)               (176.3)
Operating costs                 (76.1)                (65.7)
Depreciation                    (56.1)                (54.4)
Total costs                    (299.7)               (296.4)

Net operating Profit/(Loss)       0.7                 (17.6)

Horizon quarter share             0.2                  (4.4)

The key observations to be noted are:

* Loy Yang Power's total revenue for the six months to December
2001 of $300.4 million was 7.7% higher than the previous
corresponding period.

* Generation revenue increased by 7.3% compared to the previous
corresponding period. The increase in generation revenue, in
spite of the forced outage towards the end of December, in part
reflects lower than normal generation revenue for the December
2000 half-year caused by the Latrobe Valley wide industrial
actions in early November 2000.

* Other revenue increased by 12.7%. This reflects coal sales
returning to normal levels in 2001 following the extended outage
of a unit at the Loy Yang B power station during the second half
of 2000.

* Finance expenses decreased by 5.0%. This reflects the interest
expense on LYP's CPI Bonds, which was inflated by the CPI "spike"
upon the introduction of GST in June 2000, returning to normal
levels in 2001.

* Operating costs increased by 15.8%, reflecting an increase in
incidental costs such as ancillary services and insurance, as
well as general labor and materials increases.

LOY YANG POWER UNIT 4 OUTAGE

On December 22, 2001, one of LYP's four units (Unit 4) failed as
a result of an internal electrical fault, which caused
considerable damage to the generator. LYP is proceeding with the
option of utilizing a replacement Siemens generator from a
decommissioned plant in Germany while repair works are undertaken
on the existing generator. Upon the conclusion of these repairs,
it is expected that there will be a scheduled outage to return
the original generator to service.

Shipping (via sea due to weight) of the replacement generator
from Germany commenced in mid-February, following favorable
results on tests undertaken to ensure the unit's integrity. The
generator is expected to arrive in Melbourne in late March for
delivery to the LYP site for installation. This is expected to
return Unit 4 to service towards the end of April 2002.

Insurance maintained by LYP provides coverage for property damage
and business interruption. At the time of this announcement,
insurers have not completed their investigations. However, LYP
management is not aware of any reasons to believe that the
incident is not an insured event. As LYP's insurance policies
incorporate deductibles, which are typical of the industry, LYP's
net operating cashflows during the period of the outage will be
adversely affected.

The actual financial impact of the outage will be sensitive to a
number of factors, some of which cannot be predicted with a high
degree of certainty at this time, including:

* Acceptance of liability by insurers;
* Amount and timing of insurance proceeds;
* Continued reliable operation of remaining plant;
* Finalization of costs and timing of repairs to the damaged
  generating unit; and
* Electricity market conditions.

LYP is subject to Senior Debt lending covenants which are based
on Debt Service Coverage Ratios (DSCR). A DSCR below the
prescribed level for three consecutive quarters constitutes an
Event of Default under the finance documents, which would allow
the Senior Lenders to exercise their right to enforce their
securities.

At the time of this announcement, LYP management expects LYP to
fully service all of its senior debt payment obligations in
accordance with financing documents. However, a small change in
the outcome of some or all of the above factors may adversely
affect LYP's ability to meet the prescribed DSCR for the period
through to the September 2002 quarter.

The market will be kept informed of further developments, as they
become known.

ELECTRICITY MARKET DEVELOPMENTS

Demand weighted average Victorian pool prices for the six months
to December 2001 was $27.62 per MWh, 39.1% below the previous
corresponding period average of $45.38 per MWh, but 33.2% above
the corresponding period average in 1999.

The decrease from the 2000 average reflected, in part, the high
price events during the Latrobe Valley wide industrial actions in
early November 2000 (which served to increase the average price),
as well as the impact of a relatively mild winter in 2001.

Activity in the contract market slowed progressively throughout
the six months to December 31, 2001, and remained relatively
subdued in early 2002. Part of this slow down can be attributed
to retailers having contracted their load requirements for 2002,
with some remaining cautious about locking in longer-term prices.
However, flat load contract prices for the remainder of 2002 and
2003 calendar years have remained around $40 per MWh. It is
anticipated that retailers may look to renew contract
negotiations over the coming months for the second half of 2002
and 2003.

To-date, the unexpected outage of Unit 4 at LYP had not resulted
in any significant increase in market volatility or the
occurrence of VoLL(1). However, HEIML believes this was largely
the result of an exceptionally mild summer where peak electricity
demands were generally below those of previous years.

VALUATION OF LOY YANG POWER

Horizon wrote down its investment in LYP to $0.50 per dollar of
initial investment in its financial statements for the year ended
June 30, 2000. The directors believe that there is no material
adverse change in the recoverable value of LYP since that time.

Notwithstanding the forced outage of Unit 4 and the adverse
impact on net operating cashflows during the period of the
outage, there is no evidence to suggest that LYP's long term
operating cashflows will be affected by the incident.

The directors note and have advised the other LYP partners that
this value is less than the value adopted by LYP in valuing its
assets in the LYP accounts.

OUTLOOK

The key event currently impacting on the financial conditions of
LYP is the forced outage of Unit 4, which will adversely impact
LYP's net operating cashflows until Unit 4 returns to service.
The exact financial impact of the incident is sensitive to a
number of factors, the outcome of which remains uncertain,
including the timing of repairs and receipt of insurance
proceeds.

Notwithstanding the short term financial impact of the outage,
the value of Horizon's LYP investment is ultimately underpinned
by the long life nature of the asset and its competitive position
in the National Electricity Market.

The forced outage has served to emphasise the importance of
capital structure considerations to LYP, including the pending
maturity of the $500 million bullet in May 2003. HEIML believes
this will be a major step towards putting LYP on a stronger
financial footing thereby unlocking the value of Horizon's
investment.

For further information contact:

Ian Kay                                 Dennis Eagar
Managing Director                       Manager, External Affairs
HEIML                                   HEIML
Ph: (02) 8232 4812                      Ph: (02) 8232 6771


JOYCE CORPORATION: Releases Half-Yearly Report Ended December 31
----------------------------------------------------------------
Joyce Corporation Limited released Monday its report for the half
year ended December 31, 2001:

During the period under review the Company was able to arrange
placement finance, retire the Receivers & Managers and the
Administrators, and on Group sales of $38.7m, achieve an
operating profit after tax of $393,000. The profit was ahead of
plan and 47% above that recorded last year.

As the Company was operating under Receivership from the
commencement of the financial year until December 7, 2001, in the
opinion of Directors the result was meritorious outcome
reflecting the strong contribution of Joyce Foam Products over
the period.

The retirement of the Receivers and Managers followed the payment
of nearly $42 million to the Company's previous bankers which was
achieved from the previously reported rationalization of Group
operations. The Administrators retired following the meeting of
the Company's obligations under a Deed of Company Arrangement
with its unsecured creditors.

The Company enters the second half of the year in a sound
financial state and with its core Joyce Foam Products activity
foreshadowing a second half result that will further support a
sustained return to profitability and restoration of shareholder
value.

No interim dividend is declared for this half year, however the
now unfranked 2c interim dividend that was declared last year,
which was deferred as a result of the appointment of Receivers &
Managers, is now expected to be paid before June 2002.

A full copy of this announcement, which includes the Half Yearly
Report, is available for purchase from ASX Customer Service on 1
300 300 279. Charges apply.

Please refer to Half Yearly Report released on 21/02/2002.

R G Swanson
Chairman


NORMANDY MINING: Suspension From Official Quotation Pending
-----------------------------------------------------------
The securities of Normandy Mining Limited (the Company) will be
suspended from quotation from the close of trading on Thursday,
March 7, 2002, in accordance with listing rule 17.4, following
commencement of compulsory acquisition by Delta Acquisition LLC
(a wholly owned subsidiary of Newmont Mining Corporation) on
February 28, 2002 and dispatch of compulsory acquisition notices
to dissenting offerees of the Company on February 28, 2002 in
accordance with the Corporations Act 2001.

Security Code: NDY

J Nelson
Companies Advisor


POWERTEL LIMITED: Shareholder Developing Restructuring Plan
-----------------------------------------------------------
Williams Communications (NYSE:WCG), a leading provider of
broadband services for bandwidth-centric customers, announced
February 26 that it is continuing discussions with its bank group
to develop a restructuring plan as part of ongoing efforts to
strengthen its balance sheet.

Williams Communications is a major shareholder of Powertel
Limited.

"Williams Communications continues to have a productive dialogue
with its banks. We firmly believe that this dialogue will enable
us to meet the current challenges of the telecommunications
marketplace and, ultimately, to thrive," said Howard Janzen,
chairman and CEO for Williams Communications. "As previously
stated, we believe the company has sufficient cash - over $1
billion as of December 31, 2001 - to fund our business plan
through 2003. In addition, we are current on all of our
obligations."

The Company, along with its bank group, is pursuing a
comprehensive resolution to restructure its balance sheet.
Currently, discussions are being expanded to include multiple
restructuring options. In addition, the Company has authorized
its legal and financial advisers to discuss restructuring options
with the holders of certain of its notes. The Company expanded
the options being considered after it concluded on February 22,
2002, that certain institutions other than the banks are not
likely to participate in the restructuring process on terms that
are beneficial to all stakeholders of the Company.

As part of evaluating the expanded options, the Company is
considering the potential benefits of a negotiated Chapter 11
reorganization process, which would support uninterrupted
continuation of the business and minimize any impact to customer
and vendor relationships. The Company may decide to pursue that
alternative if it believes it will allow for a more orderly
process that maximizes enterprise value.

The expanded options now being considered could potentially
result in substantial shareholder dilution. As part of any
restructuring the Company undertakes, it plans to reduce its
current controllable cost structure by approximately 25 percent,
which will include workforce reductions.

Continuing world-class service to customers and business growth
are central to all restructuring options being discussed.
Williams Communications recently announced new contracts with
Verizon, Yahoo! and KDDI America, further strengthening its
customer base of substantial industry players. The Company also
recently announced it had delivered on 99 percent of its Customer
Firm Order Commitments as of the end of 2001, and on 97 percent
of Customer Requested Due Dates. Both statistics significantly
exceed standard industry intervals. As of the fourth quarter of
2001, the company had achieved 16 consecutive quarters of
sequential network services revenue growth.

"We remain committed to providing best-in-class network services
to our customers as we continue to work toward de-leveraging our
balance sheet," said Janzen. "Our customers have come to depend
on our services because of our unyielding attention to their
needs. We look forward to continuing our long-standing tradition
of customer satisfaction and high standards of performance."

ABOUT WILLIAMS COMMUNICATIONS GROUP, INC (NYSE:WCG)

For more information, visit www.williamscommunications.com


SME GROWTH: H-G VENTURES Offers Share Capital Acquisition
----------------------------------------------------------
The Board of H-G Ventures Limited (H-G Ventures) announced its
intention to make a takeover offer (Offer) to acquire the entire
issued share capital of SME Growth Limited (SME Growth).

Under the Offer (which is more fully detailed below), H-G
Ventures will offer 5 H-G Ventures shares for every 9 SME Growth
shares. At the current H-G Ventures share price of $0.67, this
values SME Growth at A$20.1 million. At current share prices,
this represents an approximate 24% premium for SME Growth
shareholders and the Offer represents a premium of approximately
39% over the weighted average price of the SME Growth shares for
the six months preceding the announcement of this Offer.

Mr David Fairfull, Chairman of SME Growth, said, "SME Growth's
largest shareholder, which has a relevant interest in excess of
50% of the issued capital, has indicated to the Board of SME
Growth that, in the absence of a higher offer or a material
deterioration in the share price of H-G Ventures, that it will
accept the Offer.

In light of this, the Board of SME Growth, while acknowledging
that the offer is at a discount to SME Growth's net tangible
assets, believes it is in the best interests of shareholders that
it unanimously recommends acceptance of the Offer in the absence
of a higher offer or a material deterioration in the H-G Ventures
share price."

Upon successful completion of the Offer, there will be
approximately 67.12 million H-G Ventures shares on issue, with
existing H-G Ventures shareholders owning approximately 55.4% of
the enlarged entity and existing SME Growth shareholders owning
approximately 44.6%.

The Offer is subject to these conditions:

* H-G Ventures acquiring a relevant interest in not less than 90%
of all SME Growth shares and receiving acceptances in respect of
not less than 75% of the shares subject to the Offer;

* there being no prescribed occurrences referred to in sections
652C(1) and (2) of the Corporations Act 2001 in relation to SME
Growth;

* there being no material adverse change in relation to SME
Growth's business (including its investment portfolio), financial
or trading position or condition, assets or liabilities,
profitability or prospects; and

* no dividend or other distribution being declared, paid or made
by SME Growth.

These four conditions are set out in full in the Schedule.

Commenting on the Offer, the Chairman of H-G Ventures, Mr Graham
Kelly, said, "H-G Ventures is an investment company with a
diversified underlying portfolio of investments in emerging high-
growth businesses. It is one of Australia's larger and more
diverse listed private equity investment groups and is managed
under contract by Colonial First State Private Equity.

I noted at the H-G Ventures Annual General meeting in November
2001 that the group's small size was one of the major reasons for
the ongoing discount between the H-G Ventures share price and its
net tangible asset backing. Completion of this transaction will
allow H-G Ventures to create a more diverse portfolio, will
improve the likelihood of a re-rating of the H-G Ventures shares
and will also create greater liquidity for all shareholders.

"It is also important to note that the largest H-G Ventures
shareholder, a fund managed by Colonial First State (Colonial),
is fully supportive of this transaction. Although Colonial will
be diluted by this transaction from their current ownership level
of approximately 15% to approximately 8%, they have indicated
that they intend to restore their ownership in H-G Ventures to a
minimum level of 15% over time," Mr Kelly said.

Also commenting on the Offer, Mr David Fairfull, Chairman of SME
Growth said, "In relation to companies involved in private equity
investments a key factor for shareholder value is size and
liquidity. Accordingly, this merger with H-G Ventures affords
shareholders of SME Growth the opportunity to form part of a
larger investment group with a supportive large shareholder in
Colonial. This should lead to the new merged entity trading at a
lesser discount to net assets than SME Growth on a stand alone
basis."

H-G Ventures believes that the Offer will benefit SME Growth
shareholders in two main ways:

* SME Growth is a small listed company with little liquidity for
shareholders. While H-G Ventures is also a small listed company,
its shares have greater liquidity as it has approximately 1,670
shareholders with the 20 largest shareholders holding only 41% of
the company. H-G Ventures' shareholder spread and liquidity will
be further enhanced by the acquisition of SME Growth.

* The enlarged entity will be managed by Colonial First State
Private Equity, one of Australia's most experienced private
equity firms, and existing SME Growth shareholders will benefit
from the greater deal flow which this arrangement will offer. H-G
Ventures is offered co-investment in all new private equity
investment opportunities alongside the Colonial First State
Diversified Private Equity Fund, a larger vehicle with a capital
base in excess of $100 million.

For further information, please contact:

Wayne Longbottom           Chris Photakis
Company Secretary          KPMG Corporate Finance (Aust) Pty Ltd
H-G Ventures Limited       Financial Adviser to SME Growth Ltd
Phone: (02) 8224 6418      Phone: (02) 9335 7930


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


FIRST PACIFIC: Chairman Seeks Partner For 49% Escotel Stakes
------------------------------------------------------------
First Pacific Co Ltd Executive Chairman, Manuel Pangilinan, says
the Company is looking for potential strategic partners for its
49 percent-owned Escotel Mobile Communications Ltd.

"Escotel is an extremely good company. It has secured about 84
percent market share in Haryana (in 2001). Whatever strategic
opportunities (arise), First Pacific will have to take," he told
reporters after announcing the Company's results.

First Pacific reported a 2001 net loss of US$1.797 billion,
compared with a profit of US$51.2 million a year earlier. Sales
amounted to US$1.851 billion, against US$2.299 billion
previously.

Mr. Pangilinan says Escotel's revenues were up 50 percent at
IDR2.5 billion, with Escotel adding an average of 13,000
subscribers per month.

Regarding the Company's restructuring program, he says, "A
substantial portion of the restructuring has been accomplished in
2001."

He says the Company is also considering disposing of its property
assets to reduce debt. He says the sooner this is done, the
better it will be for the Company.


FIRST PACIFIC: Huge Net Loss Due to Provision Charges
------------------------------------------------------
First Pacific Co Ltd says its 2001 net loss was mainly due to
substantial provisions made for its investments in Philippines
and Indonesia, resulting from a decline in the regional
currencies and the associated country risk.

First Pacific reported Monday a net loss of US$1.797 billion for
2001, compared with a profit of US$51.2 million a year earlier.
The Company said it booked a loss of US$2.238 billion on disposal
and dilution of shareholdings and on provision for investments.

The loss charges included an impairment provision of US$1.7
billion and losses of US$108.7 million on disposal of
shareholdings, the Company says. The provision was necessary and
prudent, as it better aligns First Pacific's book value of
holdings with market values, and helps form a basis for sensible
financial performance measures going forward.

"There is still inherent value in the significant shareholdings
that First Pacific holds in these investments, and I believe that
there is still excellent potential for long-term value
development," says Manuel V. Pangilinan, the Company's Chairman.

During the period under review, First Pacific sold stakes in
Savills Plc, Berli Jucker and Darya-Varia.

The sales were part of the Company's fund raising exercise,
helping it to repay US$350 million worth of convertible bonds,
which will mature in 2002.  At the end of 2000, the convertible
bonds had a principal amount of US$267.9 million, with a total
redeemable cost of US$367.3 million. First Pacific started to
cancel its convertible bonds in Oct 2001, and it cancelled all
its convertible bonds in the market in Jan 2002, it said.

In terms of the operation of its units, Indofood reported a net
income of US$72.5 million, up 15 percent year-on-year, helped by
lower foreign exchange losses. Indofood also continued to
generate strong cash flows, recording EBITDA of US$232.9 million
in 2001, it said.

Philippine Long Distance Telephone contributed US$42.8 million to
First Pacific in 2001, 67 percent higher year-on-year, it said.
Philippine Long Distance was able to turn the operating loss of
US$79.2 million in 2000 in its wireless business into an
operating income of US$56.6 million, it said.

Meanwhile, Metro Pacific recorded a loss of US$14.6 million in
2001, reflecting a depressed Philippine real estate market. Metro
Pacific recently announced its intention to implement a debt
reduction plan, which may include the sale of assets, discussions
with creditors to extend the grace period for interest and
principal payment, it said.

As of Monday, none of Metro Pacific's liabilities are guaranteed
by First Pacific, it said, adding that First Pacific will not
infuse any additional funds into Metro Pacific as part of the
latter's proposed debt reduction plan.

Escotel Mobile reported a loss of US$6.2 million, although its
revenue was up 50 percent to US$53.5 million, it said.


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


* Bank Indonesia Tightly Monitors 14 Large Banks
------------------------------------------------
Fourteen large banks with combined assets representing 70 percent
of total bank assets in Indonesia are currently under intensive
supervision by Bank Indonesia, Koran Tempo reported recently,
citing BI Deputy Governor Maman Sumantri.

Mr. Sumantri said any problem with any of these banks could
potentially cause systematic problems for the whole banking
sector. He said Bank Indonesia has to tightly control the 14
banks by checking their capital adequacy ratios every month.

The report said seven of the 14 banks are those currently under
the supervision of the Indonesian Bank Restructuring Agency.

The Investor Indonesian daily identified these banks as among
those 14 under close watch: PT Bank Central Asia, PT Bank
Internasional Indonesia, PT Bank Bali, PT Bank Niaga, PT Bank
Panin, PT Bank Universal, PT Bank Danamon, PT Bank Lipo and state
banks.


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


MATSUSHITA ELECTRIC: Signs JV Pact With Sumitomo Trust, Others
--------------------------------------------------------------
Sumitomo Trust and Banking Co, Matsushita Electric Industrial Co,
Kao Corp and All Nippon Airways Co signed a basic agreement to
set up a joint venture firm capitalized at Y1 billion to manage
administrative works for their employees in March. The Companies
said they are also in talks with SAP Japan, Microsoft Japan unit,
CSK, and Hitachi Software Engineering as possible partners in the
joint venture, PRNewsAsia reported Monday. The shareholding
structure of the joint venture firm will still be decided by the
companies involved.


MITSUBISHI MOTORS: Transferring Property, Catering Business
-----------------------------------------------------------
As part of its Mitsubishi Motors Corp's ongoing restructuring
program, the Company will transfer its property management
business, which currently belongs to seven affiliated companies,
to Nippon Kanzai Co Ltd. Its catering services, which belong to
two affiliated firms, will also be transferred to a wholly owned
company of Green House Co Ltd. No financial terms on the transfer
deals were disclosed, PRNewsAsia reported Tuesday.


SATO KOGYO: Y30-150M "Safety Net" to Related Small Firms
--------------------------------------------------------
The Ministry of Economy, Trade and Economy (METI) said Monday the
government will apply its "safety net" financial facilities to
small and medium size companies that have had business relations
with Sato Kogyo Co. These companies will be allowed to borrow
additional loans of up to Y150 million yen from the state-run
Japan Finance Corp for Small Business and Shoko Chukin Bank, and
up to Y30 million from National Life Finance Corp, Japan Today
reported Tuesday, which cited Kyodo News.


SATO KOGYO: Asahi Bank Loan Exposure No Impact to Earnings
----------------------------------------------------------
Daiwa Bank Holdings, in a statement, said its unit Asahi Bank
sees no impact from its Y14.9 billion loan exposure to Sato Kogyo
Co Ltd on its earnings as the loan has been provided for in the
year to March 2002, PRNewsAsia reported Monday.

Daiwa bank said, "Asahi Bank has already booked the risk of the
loans to Sato Kogyo turning sour in the year to March 2002,
therefore there is no impact on earnings. But Daiwa Holdings'
overall outlook on earnings is now being scrutinized."


SATO KOGYO: Hazama Corp Denies Management Integration Plan
----------------------------------------------------------
Construction firm Hazama Corp., which has strong financial ties
with Mizuho Holdings Inc, issued a statement rejecting reports
suggesting that the company is considering integrating its
management with Sato Kogyo Co., or that it is seeking additional
financial aid from its creditor banks, Japan Times reported
Tuesday. Sato Kogy's main bank is Dai-Ichi Kangyo Bank, a
component bank of Mizuho Holdings.

"We are not considering integrating our management with that of
another company, so we will seek to rebuild our business
conditions on our own. Although our order environment, such as
the public works project shrinkage, is very harsh . . . our
situation does not warrant any concern, as our main bank supports
us as it has done," Hazama Corp said.


SATO KOGYO: UFJ Bank May Not Recover Y26M Loans
--------------------------------------------------
UFJ Holdings Inc said Monday UFJ Bank will likely fail to collect
or face a delay in collecting Y26,005 million in loans to Sato
Kogyo Co, Japan Today News reported Tuesday, which cited Kyodo
News. While the bank will set aside necessary loan-loss reserves
for the bad loans in fiscal 2001 through March 31, there is no
change in the bank's earnings forecast for the fiscal year.


SUMITOMO HEAVY: To Merge Shipping With Ishikawajima-Harima
----------------------------------------------------------
Ishikawajima-Harima Heavy Industries Co Ltd and Sumitomo Heavy
Industries Ltd, which were previously joined in building naval
vessels, will again team up in the commercial shipping business
to cut costs and weather intensifying competition from Chinese
and South Korean companies, PRNewsAsia reported Tuesday, which
cited the Nihon Keizai Shimbun. Sumitomo Heavy will take about a
5 percent stake in the new firm and plans to spin off its
commercial ship business in April 2003.

IHI President Mototsugu Ito and Sumitomo Heavy Industries
President, Yoshio Hino, reached a basic agreement in October,
which is expected to include cooperative materials procurement as
well as joint development of ships such as small bulk IHI
shipbuilding business into a new firm, IHI Marine United.


TAISEI CORP: Forming Comprehensive Tie-up With Tobishima
--------------------------------------------------------
Tobishima Corp has reached a basic agreement to form a
comprehensive tie-up with Taisei Corp in materials procurement,
research and development, and sales efforts. Capital tie-up is
also being considered, under which Taisei will provide Tobishima
with capital as well as management executives, PRNewsAsia
reported Tuesday.

Tobishima, which plans to accelerate its downsizing efforts and
reduce its payroll from the current 2,200 to 1,800 by end March
2006, will ask Fuji Bank to forgive most of the Y23.7 billion
owed to it and ask 32 other banks to waive or reduce the
remaining Y64.9 billion.


TOKYO ELECTRC: Plans to Cut Power Rates by 7% Average in April
--------------------------------------------------------------
Under Tokyo Electric Power Co's new three-year business plan,
electricity rates will be cut by an average of 7.02% in April,
reducing the average monthly electricity bill for a standard
household by Y346 yen, or 5.1 percent, to Y6,418. Electricity
rates for office buildings will also be cut by a margin of 12.8%,
Japan Today reported Monday, which cited Kyodo News. The move is
aimed to bolster its competitiveness and financial strength.


YAOHAN: Now Named Maxvalu Tokai After Rehab Process
---------------------------------------------------
After completing its rehabilitation process and becoming
affiliated with nationwide retail chain Aeon Co, supermarket
chain Yaohan Co. changed its name to Maxvalu Tokai. The Company
plans to open 35 stores and post sales of Y200 billion by the end
of fiscal 2006, Japan Times reported Tuesday. Aeon, formerly
Jusco Co, used to operate a retail chain named Maxvalu.

With Y160 billion debts, Yaohan filed for court protection under
the Corporate Rehabilitation Law on September 1997. The Company
said Friday it has repaid its Y22.8 billion debts one year ahead
of the February 2003 deadline. The Shizuoka District Court,
reportedly, has declared that Yaohan has graduated from the
rehabilitation process.


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


HYUNDAI MERCHANT: Talks W/ WWL May Include Transport Agreement
--------------------------------------------------------------
Wilhelm Wilhelmsen Ltd ASA spokesman Hans Christian Bangsmoen
said Wllenius Wilhelmsen Lines AS (WWL)' negotiations with
Hyundai Merchant Marine Co will include a possible car transport
agreement with Hyundai Motors, but declined to comment on whether
the acquisition of Hyundai Merchant Marine's car carrying fleet
was dependent on such an agreement, PRNewsAsia reported Monday.

Bangsmoen said, "There is still a lot to clarify and it could
last a few months at least." Wallenius Wihelmsen Lines, a 50:50
venture with Wallenius Lines AB, said Monday it signed a letter
of intent to possibly purchase the 70 vessels of Hyundai Merchant
Marine, which together with WWL's 60 vessels would become the
largest car carrying group in the world, Bangsmoen added.


HYUNDAI MERCHANT: WWL Under Observation on the Oslo Bourse
----------------------------------------------------------
Following the Hyundai announcement, shares in Wilhelm Wilhelmsen
Ltd ASA (WWL) will be placed under special observation on the
Oslo bourse. The observation will not impose any restriction on
trading in the security, but simply is a signal to the market
that there is some particular uncertainty over the pricing of the
share, PRNewsAsia reported Monday, which quoted the Stock
Exchange.

The Stock Exchange will keep price quotation under special
observation until the situation is clarified. The Stock Exchange
removed the share from suspension imposed on March 1, and
restored shares to listing as of 10.05 am, with pre-trade set to
begin at 10.08 am.


KOREA LIFE: Hanwa Group Bids to Buy 51% Stake for W450B
-------------------------------------------------------
Hanwha Group offered to buy a 51 percent stake for W450 billion
in Korea Life Insurance Co, to which the government has injected
about W3.5 trillion in public funds, PRNewsAsia reported Tuesday,
which cited Dong-a Ilbo Daily.

MetLife, which also offered to buy Korea Life, has also asked the
government to compensate it in full for losses it might incur
following the acquisition. The government, which sees MetLife's
condition as unacceptable, reportedly asked Hanwha to raise its
bid for Korea Life.


KOOKMIN BANK: To Reduce Executives by Half
------------------------------------------
Koreas largest domestic bank Kookmin Bank plans to reduce its
management staff after a merger between the former Kookmin and
Housing and Commercial Bank in November last year. The downsizing
plan was postponed as it had been busy consolidating the two
banks' operations, Digital Chosun reported on March 3. The bank
reportedly plans to propose at its annual general meeting of
shareholders in March 22 to halve its current 30 directors on the
board.

The Board is made up of a total of eight in-house executives,
including its President Kim Jung-tae, Board of Directors Chair
Kim Sang-hun, two auditors and four vice-presidents, and 22
outside directors, of which four have already resigned. In its
executive trimming plan, the bank will shrink the number of in-
house executives to four to five and that of outside directors to
about 10. The bank also plans to reduce its current 14 vice-
president level executives that are not on the Board.


SAMSUNG ELECTRONICS: W510K New Price, Strong Buy, Says Analyst
--------------------------------------------------------------
Hyundai Securities upgraded its fair price for Samsung
Electronics to W510,000 won from W470,000 with a `strong buy'
recommendation in anticipation of `remarkable' 2002 results,
PRNewsAsia reported Tuesday, which quoted brokerage industry
analyst Simon Woo.

According to Woo's forecast, Samsung Electronics will post an
operating profit of W5.2 trillion this year, up 126 percent, as
prices of DRAM chips and TFT-LCDs have significantly improved,
surpassing production cost. In 2003, Samsung Electronics is
projected to outperform the year 2000, with an operating profit
of 7.0 trillion and a net profit of 6.3 trillion, he said.


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


Arab-Malaysian Finance: Offers Voluntary Separation Scheme
----------------------------------------------------------
Arab-Malaysian Finance Bhd (AMFB) and its newly acquired MBf
Finance Bhd are putting in place a voluntary separation scheme
for their employees following their merger, PRNewsAsia reported
Monday.

AMFB Managing Director and MBf Finance Chief Executive Officer
Mohamed Azmi Mahmood said the exercise is part of the merged
entity's business strategy to enhance productivity and
efficiency. The scheme involves payment of 1.25 (for executives)
to 1.75 (for non-executives) times the length of service of
employees multiplied by their basic salary, or the number of
months to retirement multiplied by the basic salary, whichever is
lower.


GADEK CAPITAL: New Company Malton Replies To KLSE Query
-------------------------------------------------------
Malton Berhad (Malton or the Company), formerly known as Gadek
Capital Berhad, made a reply to a KLSE query regarding the
proposed acquisition of 1,544,003 ordinary shares of RM1.00 each
representing approximately 30.88 percent of the equity interest
in Bukit Rimau Development Sdn Bhd (BRD) (proposed 30.88 percent
acquisition)

Reference is made to the announcement made by Arab-Malaysian
Merchant Bank Berhad (Arab-Malaysian) on behalf of Malton on
February 26, 2002 and the letter dated February 28, 2002 (Ref.:
MM-020228-35132) from the Kuala Lumpur Stock Exchange addressed
to Arab-Malaysian in relation to the above-captioned. The Board
of Directors of Malton, wish to respond as follows:

(a) Item 1
No liabilities are known to be assumed by Malton pursuant to the
Proposed 30.88% Acquisition.

(b) Item 2

(a) Prospects

BRD is the owner of a parcel of land measuring approximately
358.198 acres, which is currently being developed into a major
township called "Bukit Rimau" in Section 32, southern part of
Shah Alam Municipal.

The development is strategically located in the vicinity of fast
growing major towns such as Shah Alam, Subang Jaya, Klang, Bandar
Sunway and Petaling Jaya. The development also adjoins Kota
Kemuning, Kemuning Greenville, Rimau Indah, and Berjaya Park
townships. Bukit Rimau is accessible by an integrated system of
highways made up of the Shah Alam Expressway (KESAS), North Klang
Valley Expressway (NKVE), North-South Highway (ELITE), Federal
Highway (via Shah Alam) and the proposed South Klang Valley
Expressway. It is approximately 30 kilometers from Kuala Lumpur
and KL International Airport, and 20 kilometers from Petaling
Jaya by the KESAS. Major destinations such as West Port, Klang
and Putrajaya are about 15 kilometers away via KESAS.

The Company views that Bukit Rimau holds good potential in view
of the development's strategic location and well planned layout.

(ii) Risk Factors

The risk associated with the Proposed 30.88% Acquisitions include
but not limited to the following :

Despite various approvals have been obtained, commencement of the
development projects are subject to the building plan being
approved. The timely completion of a contract or development
projects are dependent on many factors such as obtaining
approvals as scheduled, securing construction materials in
adequate amounts, favorable credit terms and satisfactory
performance of sub-contractors.

There is a time lag between costs for such development being
incurred and the receipt of revenue from property sales. Property
sales and their demand depend on various factors, including the
location and accessibility, the level of economic growth
generally, level of economic activity in the vicinity, interest
rates, government policies towards home ownership and market
perception of the development. Some of such factors are beyond
the control of the companies.

In addition, BRD faces competition from other property managers
and developers which include private and public listed companies
which may affect their market share.

Malton and subsidiaries has within its management team, well
qualified and experienced personnel from diverse disciplines, who
are able to plan, mitigate and minimize the business risk
inherent in the property and construction sector.

(c) Item 3

The market value of the land owned by BRD is approximately
RM130,300,000 based on the valuation report dated March 26, 2001
prepared by Messrs Colliers Jordan Lee & Jaafar.

(d) Item 4

As at December 31, 2001, approximately 19.5% of the Bukit Rimau
land area has been developed and handed over. The balance 80.5%
of the land is currently being developed.

(e) Item 5

The source of funds to finance the development cost comprises
share capital, internally generated funds, borrowings of BRD and
advances from Malton, the holding company, vide the assignment of
debts announced on March 13, 2001.

(f) Item 6

The net book value of the land (based on Land and development
expenditure and development expenditure) as shown in the audited
accounts as at September 30, 2001 is approximately RM90.7
million.

This announcement is dated March 4, 2002.

Query Letter content:

We refer to your announcement date 26 February 2002, in respect
of the  aforesaid matter. In this connection, kindly furnish the
Exchange with the following additional  information for public
release :

1. Particulars of all liabilities to be assumed by Malton Berhad,
arising from the transaction.
2. The prospects and risk factors in respect of the Proposed
Acquisition.
3. The value of the land as appraised by Colliers Jordan Lee &
Jaafar.
4. The percentage of completion todate of Bukit Rimau mixed
development project.
5. The sources of funds to finance the development cost.
6. The net book value of the land based on the latest audited
accounts.

Please furnish the Exchange with your reply within two (2) market
days from the date hereof.

Yours faithfully

CHONG FUI TZY
Manager, Listing Operations
HTH/mzm


KELANAMAS INDUSTRIES: Enters RSA With MP Technology Resources
-------------------------------------------------------------
With reference to the announcement dated November 26, 2001
whereby Kelanamas Industries Berhad (KIB) entered into a
Memorandum of Understanding with Taiseng Plastic Industries Sdn
Bhd and other companies for the Company's Proposed Restructuring,
Arab-Malaysian Merchant Bank Berhad (Arab-Malaysian) announced
March 4 on behalf of the Board of Directors of KIB, that KIB had
on February 28, 2002 entered into a Restructuring Scheme
Agreement (RSA) with MP Technology Resources Berhad (MPTR),
pursuant to the Proposed Restructuring.

Under the RSA, KIB and the New Business agreed to undertake and
implement a restructuring scheme consisting of the following
exercises:

a) Proposed acquisition of KIB;
b) Proposed acquisition of SBM;
c) Proposed scheme of arrangement;
d) Proposed acquisition of New Business;
e) Proposed special issue;
f) Proposed offer for sale;
g) Proposed acquisition of MPR;
h) Proposed acquisition of Plastronic;
i) Proposed transfer of listing status;
j) Proposed disposal/liquidation; and
k) Proposed General Offer Waiver (GO Waiver).

(Collectively referred to herein as Proposed Restructuring)

The transactions contemplated above are inter-conditional to each
other save for the Proposed Acquisition of MPR, Plastronic and
Disposal/Liquidation. The Proposed Acquisition of MPR, Plastronic
and Disposal/Liquidation are conditional upon the completion of
the other proposals under the Proposed Restructuring but not vice
versa.

The Proposed Restructuring essentially involves the injection of
the following companies into MPTR.
a) Taiseng Plastic Industries Sdn Bhd (Taiseng)
b) Eng Zan Machinery & Trading Sdn Bhd (Eng Zan)
c) Highlight Plastic Machinery Sdn Bhd (HL)
d) VCM Precision Sdn Bhd (VCM)
e) Tralvest (M) Sdn Bhd (Tralvest)
f) MP Plastic Industries Sdn Bhd (MPPI)

(Collectively referred to herein as New Business)

The New Business is a group of companies involved in the
manufacturing of plastic related products. Pursuant to the
Proposed Restructuring, MPTR would assume the listing status of
KIB.

PROPOSED ACQUISITION OF KIB

   MPTR will acquire KIB through the issue of 5.18 million new
MPTR shares to the existing shareholders of KIB on the basis of
one (1) new MPTR Share credited as fully paid-up for every twenty
(20) KIB Shares held ("Proposed Issue to KIB shareholders")

   Concurrently, the entire issued and paid up capital of KIB is
proposed to be cancelled pursuant to Section 64(1) of the
Companies Act 1965 and KIB will issue two (2) new Shares to MPTR
(Proposed Capital Cancellation).

   The above represents in effect to a capital reduction of
RM0.95 for each existing Share in KIB.

   MPTR will be the new holding company of KIB, the New Business,
MPR and Plastronic. The principal activity of MPTR will be that
of an investment holding company.

   It is the intention of MPTR to acquire and hold KIB
exclusively for the implementation of the Proposed Restructuring
with a view to its subsequent disposal, winding up or
liquidation, save for SBM which is to be acquired by MPTR under
the Proposed Acquisition of SBM.

PROPOSED ACQUISITION OF SBM

   The Proposed Acquisition of SBM will principally involve the
following:

   a) capitalization of all inter company loan after the
crystallization of all corporate guarantees by KIB;
   b) debt reduction of 75% for all creditors, save for those
falling within the Proposed Scheme of Arrangement as detailed in
Section 4; and
   c) proposed acquisition of 100% equity interest in SBM by MPTR
at a consideration of RM1.00 to be satisfied by cash.

   SBM was incorporated in Malaysia on October 20, 1992. It is
principally involved in the manufacture and sale of carbonated
and non-carbonated drinks. Its present authorized share capital
is RM5,000,000 comprising 5,000,000 Shares, of which 2,500,000
Shares have been issued and fully paid up. It does not have any
associated or subsidiary companies. Based on its audited accounts
as at April 30, 2001, its loss after taxation amounts to RM0.441
million, while its net tangible liability is RM10.019 million.

PROPOSED SCHEME OF ARRANGEMENT

   The Proposed Scheme of Arrangement pursuant to Section 176 of
the Companies Act, 1965 will involve a scheme of arrangement and
compromise repayment with secured and unsecured creditors. As at
the cut-off date October 31, 1998, the amount of debts owing in
the KIB Group amounts to approximately RM277.52 million, after
the netting off of secured assets, subject to a proof of debt.

   The settlement with KIB's creditors will be effected through a
court-convened creditor's meeting. The Proposed Scheme of
Arrangement will involve:

   a) The assumption by KIB of contingent liabilities arising
under corporate guarantees and other security arrangements
provided by KIB (if any);
   b) A waiver by all creditors of all interest accrued after the
cut-off date of 31 October 1998;
   c) A proposed issue of 69.38 million new MPTR Shares on the
basis of 0.25 Share for every one (1) ringgit of debt to the
secured and unsecured creditors at an issue price of RM1.00 per
Share as full and final settlement;
   d) Cash settlement of debts amounting to less than RM10,000
after the debt waiver (as in (c) above); and
   e) The creditors shall unconditionally release and discharge
all corporate guarantees (including indemnities and/or
undertaking, if any) issued by KIB and, where applicable,
withdraw and/or discontinue all legal proceedings whatsoever with
no order as to costs against KIB in its capacity as defendant or
respondent.

PROPOSED ACQUISITION OF NEW BUSINESS

   An integral part of the Proposed Restructuring is the Proposed
Acquisition of New Business. MPTR had on 28 February 2002 entered
into agreements with the vendors of the New Business (CSPA) for
the Proposed Acquisition of New Business as follows:

   a) The entire issued and paid up share capital of Taiseng for
a purchase consideration of RM41.989 million to be satisfied by
the issuance of 41.989 million MPTR shares at an issue price of
RM1.00.
   b) The entire issued and paid up share capital of Eng Zan for
a purchase consideration of RM12.983 million to be satisfied by
the issuance of 12.983 million MPTR shares at an issue price of
RM1.00.
   c) The entire issued and paid up share capital of HL for a
purchase consideration of RM13.641 million to be satisfied by the
issuance of 13.641 million MPTR shares at an issue price of
RM1.00.
   d) The entire issued and paid up share capital of VCM for a
purchase consideration of RM11.387 million to be satisfied by the
issuance of 11.387 million MPTR shares at an issue price of
RM1.00.
   e) The entire issued and paid up share capital of Tralvest for
a purchase consideration of RM8.8 million to be satisfied by the
issuance of 8.8 million MPTR shares at an issue price of RM1.00.
   f) The entire issued and paid up share capital of MPPI for a
purchase consideration of RM12.8 million to be satisfied by the
issuance of 12.8 million MPTR shares at an issue price of RM1.00.

   Pursuant to the CSPA, MPTR shall acquire the entire issued and
paid-up share capital of the New Business, free from all liens,
pledges, charges and other encumbrances whatsoever, for a total
aggregate purchase consideration of RM101.6 million to be
satisfied by the issue of 101.6 million new MPTR Shares issued at
par value (Consideration Shares). No other liabilities shall be
assumed by MPTR pursuant to the Proposed Acquisition of New
Business.

The details about the companies involved in the Proposed
Acquisition of New Business are:

MPTR

   MPTR was incorporated in Malaysia on January 5, 1999. It is
currently dormant and is intended to be used as a vehicle to
assume the listing status of KIB. Its present authorized share
capital is RM100,000 comprising 100,000 Shares, of which 2 Shares
have been issued and fully paid up. It does not have any
associated or subsidiary companies.

   Taiseng

      Tai Seng was incorporated in Malaysia on September 17,
1994. It is principally involved in the manufacturing and export
of plastic carrier bags. Its present authorized share capital is
RM5,000,000 comprising 5,000,000 Shares, of which 4,888,888
Shares have been issued and fully paid up. Based on the audited
accounts as at 30 November 2000, its profit after taxation
amounts to RM2.808 million while its NTA is RM9.521 million. The
vendors of Taiseng has undertaken to guarantee that its adjusted
NTA as at 30 November 2001 to be RM15.195 million. Based on the
management accounts as at 30 November 2001, its profit after tax
is RM4.187 million. It does not have any associated or subsidiary
companies.

   Eng Zan

      Eng Zan was incorporated in Malaysia on August 1, 1996. It
is principally involved in the manufacture and reconditioning of
plastic blowing and other plastic related machinery, equipment
and replacement parts. Its present authorized share capital is
RM500,000 comprising 500,000 Shares, of which 500,000 Shares have
been issued and fully paid up. Based on the audited accounts as
at 31 October 2000, its profit after taxation amounts to RM1.134
million while its NTA is RM2.441 million. The vendors of Eng Zan
has undertaken to guarantee that its adjusted NTA as at November
30, 2001 to be RM4.607 million. Based on the management accounts
as at November 30, 2001, its profit after tax is RM1.387 million.
It does not have any associated or subsidiary companies.

   HL

      HL was incorporated in Malaysia on January 8, 1999. It is
principally involved in the manufacturing of plastic blowing
machines, reconditioning and supply of spare parts. Its present
authorized share capital is RM500,000 comprising 500,000 Shares,
of which 300,000 Shares have been issued and fully paid up. Based
on the audited accounts as at November 30, 2000, its profit after
taxation amounts to RM1.029 million while its NTA is RM2.277
million. The vendors of HL has undertaken to guarantee that its
adjusted NTA as at November 30, 2001 to be RM4.709 million. Based
on the management accounts as at November 30, 2001, its profit
after tax is RM1.352 million. It does not have any associated or
subsidiary companies.

   VCM

      VCM was incorporated in Malaysia on March 17, 1995. It is
principally involved in the manufacturing of all types of
printing drums primarily for the plastics and packaging industry.
Its present authorized share capital is RM500,000 comprising
500,000 Shares, of which 500,000 Shares have been issued and
fully paid up. Based on the audited accounts as at August 31,
2000, its profit after taxation amounts to RM0.7 million while
its NTA is RM1.936 million. The vendors of VCM has undertaken to
guarantee that its adjusted NTA as at November 30, 2001 to be
RM5.827 million. Based on the management accounts as at November
30, 2001, its profit after tax is RM1.229 million. It does not
have any associated or subsidiary companies.

   Tralvest

       Tralvest was incorporated in Malaysia on May 17, 1994. It
is principally involved in the manufacture of plastic components
using injection machines and mould making for plastic injection
machines. Its present authorized share capital is RM1,000,000
comprising 1,000,000 Shares, of which 879,417 Shares have been
issued and fully paid up. Based on the audited accounts as at
December 31, 2000, its profit after taxation amounts to RM0.17
million while its NTA is RM1.36 million. The vendors of Tralvest
has undertaken to guarantee that its adjusted NTA as at December
31, 2001 to be RM1.883 million. Based on the management accounts
as at December 31, 2001, its profit after tax is RM0.542 million.
It does not have any associated or subsidiary companies.

   MPPI

      MPPI was incorporated in Malaysia on September 14, 1999 but
only commenced operations only in 2000. It is principally
involved in the trading of plastic raw materials, recycling of
plastic resins and manufacturing of plastic bags and related
products. Its present authorized share capital is RM5,000,000
comprising 5,000,000 Shares, of which 1,000,000 Shares have been
issued and fully paid up. Based on the audited accounts as at 31
October 2000, its loss after taxation amounts to RM0.079 million
while its NTA is RM0.921 million. The vendors of MPPI has
undertaken to guarantee that its adjusted NTA as at November 30,
2001 to be RM4.33 million. Based on the management accounts as at
November 30, 2001, its profit after tax is RM0.399 million. It
does not have any associated or subsidiary companies.

   Guaranteed Profit After Tax (PAT)

      Pursuant to the CSPA for the Proposed Acquisition of New
Business, the vendors of each of the New Business will guarantee
their individual companies' PAT.

      (a) Conditions Precedent
      The obligation of MPTR to complete the sale and purchase of
the entire issued and paid-up share capital of the New Business
under the CSPA are conditional upon:

      £ the execution of the RSA;
      £ approvals of the relevant authorities;
      £ MPTR being satisfied with the results of its
investigation into the legal, financial, contractual, tax and
trading position and prospects of the New Business and the New
Business's rights to their assets;
      £ such other consents, approvals and/ or waivers as may be
required of any third party or any governmental or regulatory
body or component or authority having jurisdiction over the sale
and purchase of the New Business or any transactions contemplated
under the CSPA;
      £ the total net tangible assets of the New Business as
certified by independent firm of auditors as at November 30 and
December 31, 2001, where applicable, being not less than RM50
million and adjusted to incorporate any subsequent cash or asset
injection (the individual Minimum NTA of the New Business is
detailed in Section 2 above);
      £ Notwithstanding of the above, MPTR and the Vendors may
through mutual agreement waive the fulfillment of one or more of
the conditions stated above save in respect of such conditions
precedent which are required by law or pursuant to any
governmental regulation or guidelines; and
      £ If any of such conditions precedent is not fulfilled by
the date falling eighteen (18) months from the date of the CSPA
or such later date as the parties to the CSPA may agree in
writing (the Last Date), the CSPA shall ipso facto cease and
determine and all obligations and liabilities of the parties to
the CSPA shall cease to have effect and none of the parties shall
have any claim against the other for costs, damages,
compensations or otherwise.

      (b) Moratorium

      The Vendors expressly acknowledge that 50% of the
Consideration Shares to be issued pursuant to the Proposed
Acquisition of New Business shall be subject to moratorium in
accordance with the SC Guidelines.

PROPOSED SPECIAL ISSUE

   MPTR proposes to issue up to 30 million new MPTR Shares to
nominated bumiputra investors at an issue price of RM1.00 per
Share.

   The issue price of RM1.00 per Share has been set in view of
the issue price of the Consideration Shares pursuant to the
Proposed Acquisitions of New Business. It is also set based on
the par value of MPTR Shares.

   The Proposed Special Issue Shares, upon issue and allotment,
will rank pari passu in all respects with the then MPTR Shares
except that they will not be entitled to any dividends, rights,
allotments and/or other distributions, the entitlement date of
which is prior to the date of allotment of the Proposed Special
Issue Shares.

    The estimated proceeds to be raised from the Proposed Special
Issue of RM30,000,000 will be utilized as working capital for the
MPTR Group.

PROPOSED OFFER FOR SALE

   In order for MPTR to meet the public shareholding requirements
and to enable odd lot shareholders to increase their
shareholdings to a board lot of 1,000 Shares, it is proposed that
an offer for sale of 20,000,000 MPTR Shares be made by the
creditors of KIB which was acquired pursuant to the Proposed
Scheme of Arrangement. The Proposed Offer for Sale is to
shareholders and public. The proceeds from the Proposed Offer for
Sale will accrue entirely to the various creditors.

PROPOSED ACQUISITION OF MPR

   MPTR will be acquiring MPR to be used as a vehicle for the
acquisition of the assets and business of Hock. The Proposed
Acquisition of MPR, entails the following:-

   a) Proposed acquisition of the assets and business of Hock for
a total purchase consideration of RM17 million (Proposed
Acquisition of Hock) to be satisfied by the issuance of 8.5
million MPTR Shares and 8.5 million ICULS by MPTR, both at an
issue price of RM1.00; and

   b) Proposed restructuring of an existing loan of Hock
amounting to approximately RM14.7 million to be satisfied by an
issuance of 14 million RCSLS at 100% its nominal value by MPTR.
Any balance will be settled by Hock and its vendors (Proposed
Restructuring of Hock).

   (Collectively known as "Proposed Acquisition of Hock")

   MPR was incorporated in Malaysia on July 10, 2001. It is
currently dormant and its intended activity is to assume the
business of Hock. Its present authorized share capital is
RM100,000 comprising 100,000 Shares, of which 2 Shares have been
issued and fully paid up.

   Hock was incorporated in Malaysia on April 19, 1979. It is
principally involved in the supply of raw materials and the
compounding and recycling of plastic materials. Its present
authorized share capital is RM25,000,000 comprising 25,000,000
Shares, of which RM12,000,000 have been issued and fully paid up.
Based on the audited accounts as at 31 December 2000, its profit
after taxation amounts to RM0.918 million while its NTA is RM11
million. The vendors of Hock has undertaken to guarantee that its
adjusted NTA as at December 31, 2001 to be RM14.09 million. Based
on the management accounts as at December 31, 2001, its profit
after tax is RM3.059 million.

PROPOSED ACQUISITION OF PLASTRONIC

   MPTR proposes to acquire Plastronic for a total purchase
consideration of RM16 million to be satisfied by the issuance of
8.0 million MPTR Shares and 8.0 million ICULS, both at an issue
price of RM1.00.

   Plastronic was incorporated in Malaysia on February 16, 1989.
It is principally involved in the trading of plastic raw
materials, recycling of plastic resins and manufacturing of
plastic bags and related products. Its present authorized share
capital is RM5,000,000 comprising 5,000,000 Shares, of which
2,500,000 Shares have been issued and fully paid up. Based on the
audited accounts as at 31 December 2000, its loss after taxation
amounts to RM0.125 million while its NTA is RM1.925 million. The
vendors of Plastronic has undertaken to guarantee that its
adjusted NTA as at 31 December 2001 to be RM8 million. It does
not have any associated or subsidiary companies. Based on the
management accounts as at 31 December 2001, its profit after tax
is RM1 million.

PROPOSED TRANSFER OF LISTING STATUS

   The Proposed Transfer of Listing Status shall involve the
transfer of KIB's listing status to MPTR whereby KIB Shares be
de-listed from the Official List of the Main Board of the Kuala
Lumpur Stock Exchange (KLSE) (Official List) and that MPTR Shares
be admitted to the Official List.

PROPOSED DISPOSAL/LIQUIDATION OF ASSETS

   The Proposed Disposal/Liquidation of Assets entails the
liquidation, winding up and or disposal of various assets of KIB,
save for SBM which is to be acquired by MPTR under the Proposed
Acquisition of SBM.

PROPOSED GO WAIVER

   After the Proposed Acquisition of New Business, MPR and
Plastronic, the vendors will own 118.1 million MPTR Shares
representing 52.89% of the issued and paid-up share capital of
MPTR. By virtue of 6.1(a), Part II of the Malaysian Code on Take-
overs and Mergers 1998 (the Code), the Vendors will be required
to make a mandatory take-over offer for all the remaining shares
in MPTR not already owned by the Vendors (MGO).

   The CSPA is conditional upon the SC granting a waiver to the
Vendors and parties acting in concert from having to undertake
the MGO. The Vendors will be seeking a waiver from the
requirements of the Code, under Practice Note 2.9.3.

BASIS FOR THE PURCHASE CONSIDERATION FOR NEW BUSINESS, MPR AND
PLASTRONIC

   In the Proposed Restructuring, MPTR proposes to issue its
Shares at a price of RM1.00 per Share. This price has been
arrived at after taking into consideration that it is a newly
incorporated company and KIB's distressed financial position,
with audited negative shareholders fund of RM236.4 million as at
30 April 2001 as well as its inability to carry on as a going
concern. The unaudited consolidated accumulated losses of KIB as
at October 31, 2001 stood at RM493.2 million.

   The considerations for the Proposed Acquisition of the New
Business, MPR and Plastronic were arrived at on a willing-buyer
willing-seller basis after taking into consideration the
Guaranteed PAT and the guaranteed, unaudited NTA of the
respective companies as at the end of financial year 2001 as well
as their future prospects.

RAKING OF THE CONSIDERATION SHARES

   All new Shares of MPTR issued pursuant to the Proposed
Restructuring shall rank pari passu in all respects with the then
existing Shares in issue of MPTR, except that they shall not be
entitled to any rights, dividends, allotments and/or other
distributions declared on or before the issue of the said shares.

OTHER SALIENT TERMS OF THE RSA

   The other salient terms of the RSA are as follows:

   (a) KIB shall upon execution of the RSA enter into fresh
negotiations with the Creditors for the purpose of reaching an
agreement with the Creditors on the Proposed Restructuring within
three (3) months from the date of the RSA or such other period as
KIB and MPTR may agree (Settlement Period);
   (b) KIB and MPTR agree that upon completion of the court
convened creditor's meeting and the CSPA, they shall use their
respective best endeavors to procure and obtain the necessary
consents, approvals and/ or waivers as may be required of any
third party or governmental or regulatory body or authority
having jurisdiction of the Proposed Restructuring as detailed in
Section 22 below; and
   (c) KIB and MPTR undertake that each party shall do all things
necessary to complete and fully implement the Proposed
Restructuring upon the fulfillment of the following conditions:
   £ all conditions precedent stipulated in the CSPA being
satisfied; and
   £ all the approvals detailed in Section 22 below being
obtained,

   In the event that the conditions above are not fulfilled
within a period of eighteen (18) months from the date of the RSA
or such other period as the parties to the RSA may agree, either
party may terminate the RSA by giving written notice to the other
party and upon such termination, neither party shall have any
claim against the other for costs, damages, compensation or
otherwise save in respect of an antecedent breach.

RATIONALE FOR THE PROPOSED RESTRUCTURING

   As at April 30, 2001, KIB on a consolidated basis has a net
current liabilities position of RM241.4 million and shareholders'
fund deficit of RM236.4 million. The audited consolidated
accumulated losses of KIB stood at RM352.6 million. As a result,
it has been classified as a PN4/2001 company on February 20,
2000.

   The Proposed Restructuring will alleviate KIB's current debt
burden through converting part of the debts to ordinary shares
and writing off of certain debts. KIB's ability to continue as a
going concern is dependent on the outcome of the restructuring of
its financial position as the Group is presently not capable of
servicing the repayment of the principal or interest of its
borrowings. In the event of liquidation, the existing
shareholders of KIB who rank last in the distribution of assets
would not be able to recoup any part of their investments due to
its large debt burden. Under the Proposed Restructuring, the
shareholders of KIB would receive 5.81 million MPTR Shares and
the creditors of KIB would receive 69.38 million MPTR Shares,
which is more than their estimated share of the distribution in
the event of a liquidation of KIB.

  Pursuant to the Proposed Acquisition of KIB and Transfer of
Listing Status, MPTR would assume the listing status from KIB and
be principally involved in the manufacturing of plastics and
related products. The Proposed Restructuring would assist the
restructured Group to turnaround with a stronger financial
position and enable KIB to continue as a going concern.

The Proposed Special Issue to bumiputra investors would also
improve the Group's shareholders' fund position as well as
strengthen its cash flow. Further, the Proposed Offer for Sale
would enable the Group to comply with the public shareholding
spread requirements as well as give odd lot shareholders the
opportunity to increase their shareholdings to marketable lots of
at least 1,000 Shares each.

EFFECTS OF THE PROPOSED RESTRUCTURING

   Share Capital

      The Proposed Restructuring will increase the issued and
paid up share capital of MPTR to RM253.79 million comprising
253.79 million ordinary shares of RM1.00 each, assuming full
conversion of the ICULS and RCSLS.

   NTA and Gearing

      MPTR is not expected to have any borrowings prior to its
participation in the Proposed Restructuring. Save for the ICULS
and RCSLS to be issued pursuant to the Proposed Acquisition of
Hock and Proposed Acquisition of Plastronic respectively, the
Proposed Restructuring would not result in the creation of
further borrowings in MPTR, save for those already in the New
Business.

   Earnings

     Barring any unforeseen circumstances, the Proposed
Restructuring is expected to be completed by the end of the
financial year ending December 31, 2002. The Board of Directors
of KIB and the vendors of the New Business, Hock and Plastronic
believe that the injection of the various assets would contribute
positively to the earnings of MPTR Group in the future.
17.5 Dividends

      The Board of Directors of KIB and the vendors of the New
Business, Hock and Plastronic do not expect MPTR to pay any
dividends in the initial years post restructuring. The decision
to declare and pay dividends in the future would depend on the
performance, cash flow position and funding requirements of MPTR.

   Group Structure Post Restructuring

      After the Proposed Restructuring, the Group structure of
MPTR will comprise the following companies:

      a) 100% of Taiseng;
      b) 100% of Eng Zan;
      c) 100% of HL;
      d) 100% of VCM;
      e) 100% of Tralvest;
      f) 100% of MPPI;
      g) 100% of MPR;
      h) 100% of Plastronic; and
      i) 100% of SBM Food.

PROSPECTS OF THE MPTR GROUP PURSUANT TO THE COMPLETION OF THE
PROPOSED RESTRUCTURING

   The New Business is an integrated group of companies actively
involved in the production of plastic related products. This
ranges broadly from the procurement of machinery parts, assembly
of machineries, supplying of plastic blowing machines to the
manufacture and trading of plastic related products. With the
Proposed Restructuring the MPTR Group will be able to provide,
via the vertical integration, marketable products throughout the
production cycle of the plastic related products. Consequently,
it will play an active and complete role in the plastic industry.
Its presence in the production process of plastic related
products from the supplying of machineries to the conversion of
the raw materials to the manufactured goods represents an
advantage in consolidating its position within this industry. As
long as plastic products remain an integral part of the daily
consumer and industrial use, the Board of Directors of the
Vendors believes there will be demand for its products and thus
provide good prospects for the Group in general.

RISK FACTORS

   The Board of Directors of KIB does not foresee any
extraordinary material risk factor associated with the Proposed
Restructuring except that the approvals of the relevant
regulatory authorities is required, ownership and control of MPTR
Group, competitive risk, business risks (including but not
limited to risks of changes in tariffs, fraudulent claims,
compliance risk, etc.), economic risk, investment risks (arising
from factors such as interest rate fluctuations, and debt and
equity market conditions), risks arising from changes in
government policies/legislation, etc., normally associated with
the plastic industry.

   No assurance can be given that any adverse developments in
such risk areas would not affect the business and/or financial
position/performance of MPTR Group. Further information on the
risk areas will be set out in the circular to shareholders.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

   None of the Directors and substantial shareholders or persons
connected to the Directors and/or substantial shareholders of KIB
have any other interest, direct or indirect, in the Proposed
Restructuring.

DIRECTORS' RECOMMENDATION

   The Directors of KIB, after careful deliberation, are of the
opinion that the Proposed Restructuring are in the best interest
of KIB.

APPOINTMENT OF ADVISORS

   Arab-Malaysian has been appointed as Advisor to KIB for the
Proposed Restructuring.

CONDITIONS OF THE PROPOSED RESTRUCTURING

   The Proposed Restructuring, of which completion is expected by
end-2002, is conditional upon approvals being obtained from the
following:

   a) the SC;
   b) the Foreign Investment Committee;
   c) the Ministry of International Trade and Industry;
   d) the KLSE, for the admission of and the listing of and
quotation for the MPTR Shares to be issued pursuant to the
Proposed Restructuring;
   e) the creditors at a creditors' meeting to be convened;
   f) the shareholders of KIB;
   g) the High Court of Malaya; and
   h) other relevant authorities and/or parties

SUBMISSION TO THE SC

   The submission to the SC with respect to the Proposed
Restructuring will be made within four (4) months from the date
of securing Creditors' approval for the Proposed Scheme of
Arrangement.

   The Directors or KIB are also of the opinion that the Proposed
Restructuring have not departed from the SC's Policies and
Guidelines on the Issue/Offer of Securities.

DOCUMENTS AVAILABLE FOR INSPECTION

   Copies of the RSA and CSPA are available for inspection at the
Registered Office of the Company during normal office hours from
Monday to Friday (except public holidays) for a period of two
weeks commencing from the date of this announcement.


MALAYSIA BUILDING: Incurs Four-Year RM950M Accumulated Loss
-----------------------------------------------------------
Malaysia Building Society Bhd (MBSB), a home mortgage provider
and developer, has accumulated losses of almost RM950 million
over the last four years. The Employees Provident Fund (EPF)
subsidiary announced a net loss of RM491.9 million for the year
ended December 31, 2001, up from its third quarter loss last year
of RM76 million for the nine months, The Edge Daily reported
Monday. Due to these losses, MBSB's net tangible asset has been
eroded to just 57 sen from RM3.08 in 1998 and its share price
dropped 3 sen to 64 sen on March 1.

MBSB said the year's loss was caused by "a higher provision for
doubtful debts and provision for diminution in the value of
properties held for development, and impairment loss of fixed
asset."


SIME DARBY: Issuing RM1-2B in Bonds
-----------------------------------
Sime Darby Bhd plans to issue RM1.0-2.0 billion worth of bonds to
refinance the group's existing debt and to acquire assets from
the Corporate Debt Restructuring Committee, PRNewsAsia reported
Monday, which cited the Edge Daily. Sime Darby had short-term
borrowings of RM390 million, term loans of RM608 million and cash
on hand of RM1.16 billion at the end of last year.


TENAGA NASIONAL: In Final Talks To Sell Stake in IPP
----------------------------------------------------
Tenaga Nasional Bhd' chairman, Jamaludin Mohd Jarjis, said the
Company is now in its final talks to sell its stake in one of six
independent power producers (IPPs) and expects to make an
announcement later this month, PRNewsAsia reported Tuesday, which
cited the Malay daily Berita Harian.

The Company is also in talks with buyers who are interested in
it's other assets in which Tenaga has a less than 20 percent
stake. Tenaga will first sell one of its assets before looking
into selling other assets in which it has stakes of below 20
percent, he added.

The Chairman added that, although the Company is not facing
problems meeting its debt obligations, it would like to reduce
its burden and be prudent in its financial management; its debt
ratio has been cut to 1:6 from 1:9 previously and Tenaga aims to
reduce the debt ratio to 1:1 in five years.


TIME DOTCOM: Sharing Infrastructure Would Cut Costs
---------------------------------------------------
Time dotCom Bhd, in a statement, said it has no immediate plans
to divest some of its mobile telecommunications infrastructure
requirements to an independent network facilities provider, but
is interested to seek ways to reduce costs by sharing
infrastructure with other operators.

The Company said its unit TimeCel Sdn Bhd is currently sharing
tower infrastructure with other operators and has signed a
memorandum of understanding with the other mobile operators on
the sharing of certain new telecom infrastructures. TimeCel has
also been approached by Asiaspace Dot Com Sdn Bhd to explore
possible means of infrastructure sharing and has indicated its
willingness to consider the possible sharing of infrastructure
for new deployments, it added. Collaboration on infrastructure
sharing may be made via the MoU that TimeCel has signed with the
other industry players, through cost sharing of common antennae
systems for indoor coverage, or through willingness to explore
new possibilities with non-telco owners.


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


BAYAN TEL: Cuts Workforce To Take New Business Direction
--------------------------------------------------------
Lopez-owned Bayan Telecommunications Inc. (BayanTel) cut its
workforce in line with its new business direction veering away
from the traditional wireline business to data services, ABS CBN
News reported Monday.

BayanTel Chief Finance Officer, Gary Olivar, said the move is a
"rightsizing program wherein certain positions or skills are no
longer needed given the new approach that we are trying to
undertake. It is not a retrenchment program. We are merely
looking at reskilling and rightsizing. What we have just done
prepares us for a foreseeable new business direction."

"We will be affecting 90 positions which we refer to as redundant
ones. At the same time, we have identified new positions that
need to be filled out. However, the net effect of the headcount
is only about a dozen or about 12 to 15 people."

Olivar said the exercise would result in a total of 14,000
employees of BayanTel. BayanTel is not eyeing that much financial
savings from the exercise since only a dozen or so people will be
affected, he added.

"The move will definitely strengthen the Company's Internet and
data skills, also in the sales and marketing divisions."


RFM CORP: San Miguel Still Considers Acquiring Swift Foods
----------------------------------------------------------
San Miguel Corp continues to consider acquiring RFM Corp's unit
Swift Foods Inc. In a disclosure to the stock exchange, San
Miguel said its interest in Swift is part of its "continuing
corporate planning process," PRNewsAsia reported Tuesday. San
Miguel reportedly has US$1.0 billion, which it can use for
acquisitions this year.

"The Company evaluates possible businesses for acquisitions,
strategic alliances or joint ventures in the Philippines or
abroad. The Company clarifies that what Vice Chairman, Ramon Ang,
received from the Concepcion family was a proposal for the
acquisition of Swift and not RFM Corp."


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


EASYCALL INTERNATIONAL: Acquires All Issues Shares of CPE
---------------------------------------------------------
EasyCall International Limited (EasyCall) announced March 4 that,
pursuant to the shareholder approval granted in a Special General
Meeting held on February 28, 2002, it has on March 1, 2002,
through its newly-incorporated and wholly owned British Virgin
Islands company, New Advance Holdings Limited, acquired all of
the issued share capital of CPE International Pte Ltd (CPE), a
Singapore incorporated company. The purchase consideration paid
to the vendors of CPE, Messrs Ravindran Govindan and Kua Sei
Peng, was S$10,000 (approximately A$10,600).

It is intended that CPE's wholly owned Chinese incorporated
subsidiary, Tianjin Morgan Educational Management and
Consultation Co., Ltd (Tianjin Morgan), subsequently acquires the
land use rights and buildings in the city of Tianjin, China and
operate the education business as described in the Circular to
Shareholders dated February 22, 2002.

EasyCall has made an initial capital injection of US$ 2.5 million
(approximately A$ 4.8 million) into Tianjin Morgan to fund its
operating and capital expenditures.

EasyCall is listed in Australia (EZY), Singapore (EasyCall) and
the Philippines (ECP).

For further information or queries, please contact Loh Kai Keong
or Alvin Kok at (65) 6742 7789, or via email at
kk.loh@easycall.com.sg or alvin.kok@easycall.com.sg


PRESSCRETE HOLDINGS: Signs MoUs to Settle Debts, Obtain Assets
--------------------------------------------------------------
Presscrete Holdings Ltd signed a memorandum of understanding with
Bedeschi SpA to settle S$2.067 million in liabilities, and a
separate MoU with Neo Corp Pte Ltd to acquire certain businesses
and assets from Neo, PRNewsAsia reported Monday. Presscrete said
Bedechi supplied certain plant and equipment to its 56.3 percent
subsidiary Ceramic Technologies Pte Ltd, payment for which was
guaranteed by Presscrete.

Terms of the deal with Bedeschi provide for Presscrete's payment
of S$2.067 million to settle the Company's liability under
guarantee, which amount to S$12.978 million as of end-December
2001.

On the MoU with Neo, Presscrete said it will undertake a capital
reduction exercise to reduce the par value of ordinary shares to
S$0.06 from 0.10, after which it will acquire certain businesses
and assets from Neo with an aggregate net value of S$20 million.
The purchase price will be paid through the issuance of 333.33
million new ordinary shares. When completed, the acquisition will
result in Neo holding 73.8 percent of the enlarged share capital
of Presscrete.

Necessary approvals required to complete the transactions
contemplated in the Neo MoU are being worked out.


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


NTS Steel: Explains Operational Results 2001
--------------------------------------------
N.T.S. Steel Group Public Company Limited incurred a net loss of
Bt1,083 million compared to net loss in the  year 2000 of Bt3,259
million. The explanation for the 2001 operational results:

1. The Company has been under the rehabilitation proceedings with
the creditors since 1998. The Company filed the petition under
the rehabilitation proceeding to the Central Bankruptcy court on
September 4, 2000 and on October 2,2001, the Court issued an
order that the company be rehabilitated. 331 Planner Co., Ltd.
was appointed as planner.

2. Later on March 26,2001, the planner submitted the
rehabilitation plan (the Plan) to the official receiver and the
official receiver convened the meeting of the Company's creditors
to consider the Plan on April 27, 2001, which on this date, the
Company's creditors approved the Plan. On June 6,2001, the
Court approved the Plan of the Company and appointed the 331
Planners Company Limited as Plan Administrator together with its
right and duties.

Presently, the Company is in the process of meeting conditions in
the Plan, including proposing the merger plan and sourcing of new
working capital.

3. The Company has incurred losses in the year 2001 amounting to
Bt166 million Baht, compared to the loss of 1,003 million in the
year 2000 due to the fluctuation of exchange rate.

4. The Company has recorded interest expense in the year 2001
amounted to Bt535 million Baht, compared to the interest expense
in the year 2000 amounting to Bt1,793 million Baht. In the year
2001, the Company has stopped recording interest expense since
April 27, 2001, which on this date the Company's creditors had
approved the Plan, which provides that accrued interest expenses
will be given up.


SIAM SYNTECH: Releases Half-year Financial Statement
----------------------------------------------------
Information for six month period as of December 31st, 2001 and
2000

(A) The Progression of Business Reorganization Plan

As reported the progression of Business Reorganization Plan No.1
as of August 8, 2001 and No.2 as of November 23, 2001 can be
summarized as follows:

1. Changed of Capitalization

   - No.1 - On June 7, 2001, Syntec decreased its non paid-up
capital and registered its paid-up capital amounting to
Bt397,056,950

   - No. 2 - On June 10, 2001, Syntec decreased its registered
and paid-up capital to Bht.3,970,570

   - No. 3 - On June 11, 2001, Syntec increased its registered
capital to Bht. 400,000,000, but paid-up capital was still at
Bht. 3,970,570 to Bht. 346,833,670 by the issuance of new shares
to Richee Venture Holding Co.,Ltd for creditors group 6, 7 and 9

   - No. 5 - On January 28, 2002, Syntec increased its paid-up
capital to Bt. 350,393,960 by converting debt to equity partially
for creditors group 6, 7 and 9

2. Early Retirement Project

   - On June 30, 2001, Syntec has retrenched 68 employees, saving
its expenses of around Bt1.2 million per month.

3. Rescinded Contracts

   - On May 11, 2001, Syntec has rescinded Guarantees and Rights
on the requested Guarantee Agreement, details as shown in the
Business Reorganization Plan

   - On 18 May 2001, Syntec has rescinded Leasing Agreements,
which were not utilized, details as shown in the Business
Reorganization Plan

4. Debt Repayment

   - On April 5, 2001, Syntec had made the first repayment of
Bt100,000 from the debt of creditors group 4(Employees) amounting
to Bt565,952 and reserved for non court order.

   - On May 2, 2001, Syntec has repaid Bt7,992 to Transportation
Department and creditor group 2

   - Syntec has made the first payment on December 21, 2001, and
first installment on December 31, 2001 for all creditors, but
creditors group 5, 8 and 10. Details as shown in the Business
Reorganization Plan

(B) Potential Contingent and Future Liabilities

Since Siam Syntech Construction Pcl. has been under the
Rehabilitation Plan, all liabilities occurred before June 21,
2000 had been claimed through the Receiver Officer within July
21, 2000. These liabilities are theated in the Business
Reorganization Plan details.

(C) Financial and Operation Analysis

Summary of Financial Ratio for six month period as of  31
December

          Ratio                               The Company Only
                                2544         2543         2542
  Liquidity Ratio
Current Ratio (Time)            0.89         0.05         0.13
Quick Ratio (Time)              0.43         0.01        (0.01)
Cash Turnover Ratio (Time)     (0.07)        0.02         0.01
Receivable Turnover
   Ratio (Time)                 0.33         0.30         0.18
Average Collection
   Period  (Day)               1,081        1,209        2,005
Inventory Turnover Ratio
   (Time)                      73.81       135.88        47.16
Average Inventory
    Turnover Period (Day)       4.88         2.65         7.63
Payable Turnover Ratio (Time)   1.01         0.99         0.82
Payable Payment Period(Day)      357          363          438
Cash Cycle  (Day)                729          849        1,574

  Profitability Ratio
Gross Profit Margin%           49.94         8.58        (4.31)
Net Profit Margin%          2,494.48      (176.08)       33.96
Return on Common
    Stock Equity%             (51.17)        2.71        (1.44)

  Efficiency Ratio
Return on Asset%              330.68       (17.60)        2.41
Return on Fixed Asset%      1,460.82       (98.04)       28.95
Asset Turnover Ratio (Time)     0.13         0.10         0.07

  Financial policy Ratio
Debt to Net Worth Ratio(Time)   4.25        (1.08)       (1.25)
Interest Coverage Ratio(Time)  (6.00)       (1.67)        3.11
Contingent Coverage Ratio
     (accrual basis) (Time)    (0.09)       (0.14)        0.06
Contingent Coverage Ratio
Dividend Payout Ratio%           -            -            -

  Per Share Ratio
Book Value Per Share(Baht)      0.32       (21.32)      (16.55)
Net Profit Per Share (Baht)   244.02       (20.51)        7.13
Dividend Per Share (Baht)        -            -            -

  Growth Ratio
Total Assets%                 (15.13)      (56.67)      (62.14)
Total Liabilities%            (94.76)       11.99         8.79
Sale and Service
Revenues%                     (18.99)       14.51       122.70
Operating Expense%             (0.36)      (15.29)       78.26
Net Profit%                 1,149.82      (387.72)     (165.63)

          RELATED PARTY TRANSACTIONS
During the periods, the Company had significant business
transactions with its subsidiary, associated and related
companies (related by way of common shareholders and/or
directors), are summarized as follows:

                                           (Unit : Million Baht)
                                31 December            30 June
                                   2001                  2001
1) Trade accounts receivable
Associated company :               4.2                   4.2
Related companies :              196.1                 200.8

Total                            200.3                 205.0

2) Retention payments under construction contracts
Associated company :              18.5                  18.5
Related companies :               22.9                  23.0

Total                             41.4                  41.5

3.1)  Subsidiary companies       855.6                 845.9
3.2)  Related companies           26.6                  25
Total                            882.2                 870.9
Less : Allowance for doubtful
accounts                        (873.4)               (803.8)
                                   8.8                  67.1

4)  Loans and advances to related parties
Subsidiary companies             212.1                 256.1
Associated company :             110.7                 110.7
Related companies :               17.1                  17.1
Total                            339.9                 383.9
Less : Allowance for doubtful
accounts                        (339.9)               (311.2)
Total loans and advances to
related parties - net              0                   72.7


SIKARIN PUBLIC: Releases Year 2001 Financial Performance
--------------------------------------------------------
For the year 2001, Sikarin Public Company Limted's revenue from
sale amounted to Bt618.14 million, which increased from year
2000's Bt114.75 million, or 22.80 percent increase. The increase
was due to excellent service to customers.

Company net profit for 2001 totaled Bt92.73 millions, or a
decrease from year 2000

1. Year 2001, the company recorded gain on compromise of debt
amounting to Bt26.93 million. Year 2000, the company recorded
gain on compromise of debt amounting to Bt180.31 million.

Year 2001, the company has restructured its debts with financial
institutions and two banks. The company recorded gain on
compromise of debt amounting to Bt26.93 million.

Year 2000, the company has restructured its debts with
two banks, a financial institution and a fund. The company
recorded gain on compromise of debt amounting to Bt180.31
million.

2. Year 2000, the company recorded other income from reversal of
allowance for compensation of lawsuit by Bt93.60 million. The
compensation claimed by former management as remuneration for
management services provided and for litigation. Such legal case
was finalized on November 1, 2000 and the company was required to
pay a total compensation amount of Bt 5.12, which was recorded as
other income in the statements of earnings for the year 2000.

On November 3, 2000 the same former management filed a legal case
against the company for Bt498.03 million for the accrued
management remuneration due from May 17 to October 2000. This is
addition to the above compensation case, and as it is still
in the legal process, the company has not yet therefore set aside
any provision.

Mr.Viranart Viravaidhaya
Acting Managing Director


THAI PETROCHEMICAL: Posts Profit, Loss Statement
------------------------------------------------
Thai Petrochemical Plc posted a 2001 net profit of Bt8.64
billion, reversing from a loss of Bt39.27 billion on a series of
gains resulting from its corporate rehabilitation plan,
PRNewsAsia reported Monday. From Sept 2001, TPI changed its
accounting for TPI Polene Plc under the supervision of its Plan
Administrator to reflect market values, which resulted in Bt2.20
billion being recognized as other income for the year.

Its Plan Administrator said the company posted a gain of Bt3.64
billion in 2001 as a result of adjustments to its accrued
interest expenses at default rates and other gains of some
Bt12.82 billion on the conversion of unpaid interest into shares.
Interest expenses totalled Bt8.60 billion, compared with some
Bt14.12 billion in 2000, reflecting primarily a decrease in
average debt levels and lower interest rates.

The Company's 2001 forex loss narrowed to Bt1.26 billion from the
year earlier loss of Bt8.95 billion. Losses on revaluation and
impaired assets fell to Bt1.21 billion from Bt8.95 billion.
Provisions for bad and doubtful debt fell to Bt299 million from
Bt9.85 billion in 2000.



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