/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020814.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, August 14, 2002, Vol. 5, No. 160 Headlines A U S T R A L I A ACMA ENGINEERING: Issues Initial Director`s Interest Notice ANACONDA NICKEL: Answers ASX's Price Query ANACONDA NICKEL: Provides Debt Talks Update With Creditors AUSDOC GROUP: Panel Publishes Reasons for Decision BALLARAT GOLDFIELDS: Proposes Appointment of New Directors CAPRAL ALUMINIUM: Enters Facilities Modernization Agreements DVT HOLDINGS: USC Becomes a Substantial Holder PMP LIMITED: Exits UK, Australian Publishing Business PREHN INSURANCE: Financial Adviser Draws Six-Year Jail Term C H I N A & H O N G K O N G CHINADOTCOM: Q202 Net Loss Narrows by 86% EARNWARD LOGISTICS: Winding Up Sought by Lunmas HONG KONG CONSTRUCTION: Petition to Wind Up Pending LIFETEC GROUP: Cuts Loss to HK$11.9M M W LEE: Hearing of Winding Up Petition Set NORTHEAST ELECTRICAL: Releases 2nd EGM Results SINO ETERNITY: Winding Up Petition Slated for Hearing YANION INTERNATIONAL: Loss Widens to HK$76.2M I N D O N E S I A ASTRA INTERNATIONAL: Unit's Rp300B Bond Issue Set at 18.5% SEMEN GRESIK: Pefindo Places Rating on Alert W/ Neg Implication SEMEN PADANG: Rp500B Loan Never Blocked by State Ministry J A P A N FUJITSU LTD: Shares Fall, Worries Linger on Data Leak NIPPON MEAT: August Sales Drop 40% NIPPON MEAT: Officials Grilled Over Labeling Scam NIPPON TELEGRAPH: Contracts Up 22% For Flat-Rate Net Service TOYAMA CHEMICAL: JCR Places BBB- Rating Under Credit Monitor K O R E A DAEWOO ENGINEERING: Wins Contract to Expand LNG Facility HYNIX SEMICONDUCTOR: Unit Seeks Foreign Capital for Survival HYNIX SEMICONDUCTOR: Sees FY02 Q2 Loss HYUNDAI MERCHANT: President Signs Final US$1.5 BB Sale Contract KOREA LIFE: Sale Negotiations in Final Stretch SEOUL BANK: Government Welcomes Lone Star's Revised Bid SEOUL BANK: Labor Union Finds Price Offers "Too Cheap" M A L A Y S I A DEWINA BERHAD: Updates Corporate Restructuring Exercise Status EMICO HOLDINGS: Awaits Scheme Leaders Extension Decision KUMPULAN FIMA: Provides Financial Regularization Status Update MYCOM BERHAD: Clarifies Malay Mail Report PANGLOBAL BERHAD: Releases Unit's Coal Production Volume PLANTATION & DEVELOPMENT: Enters Conditional Scheme Agreement SASHIP HOLDINGS: Submits Capital Reduction Petition to Court SRIWANI HOLDINGS: Enters Restructuring Agreements TAJO BHD: Modifies Proposed Restructuring Exercise TECHNO ASIA: Administrators Submit Monthly Report to KLSE TIME DOTCOM: Enters Related Party Purchase Transactions * CDRC Shuts Down, Issues Status on Outstanding Accounts P H I L I P P I N E S ALL ASIA: Parent Will Not Block Investors; Union Demands Pay NATIONAL POWER: PEPOA Pledges Support on SPEED Pricing Program NATIONAL STEEL: Rehab Requires Tariff Protection PICOP Resources: Corporate Life Status Update PHILIPPINE LONG: Clarifies Digitel License Report S I N G A P O R E ASIA PULP: Likely to Have Five Financial Controllers CK TANG LTD: Chairman to Acquire Loss-Making Orchard Store TELEDATA LTD: Trims Interim Losses to $0.4M From 2M T H A I L A N D ADVANCE PAINT: Posts Capital Increase Report Form NATURAL PARK: Fixes Share Registration Closing Date SINOBRIT COMPANY: Files Business Reorganization Petition THAI WAH: Explains 2Q02 Profit Increase Variance ================= A U S T R A L I A ================= ACMA ENGINEERING: Issues Initial Director`s Interest Notice ----------------------------------------------------------- Acma Engineering & Construction Group Limited issued this notice: INITIAL DIRECTOR'S INTEREST NOTICE Name of Company Acma Engineering & Construction Group Limited ABN 41 002 737 733 We (the entity) give the ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Sing Hui (Andrew) Quek Date of Appointment 09/08/2002 Part 1 - Director's relevant interests in securities of which the director is the registered holder Number & class of securities Nil Part 2 - Director's relevant interests in securities of which the director is not the registered holder Name of holder & Number & class nature of interest of securities N/A Nil Part 3 - Director's interests in contracts Detail of contract Nil Nature of interest N/A Name of registered holder (if issued securities) N/A No. and class of securities to which interest relates N/A Wrights Investors' Service reports that at the end of 2001, Acma Engineering & Construction Group Li had negative working capital, as current liabilities were A$11.17 million while total current assets were only A$9.60 million. ANACONDA NICKEL: Answers ASX's Price Query ------------------------------------------ Anaconda Nickel Limited, in reference to the query letter of Australia Stock Exchange on 12 August 2002, replied as follows: 1. The Directors of Anaconda Nickel Ltd advised that they are unaware of any new information that has not been disclosed to the market that may have given rise to the movement in the share price on Monday. The senior management and advisors of Anaconda Nickel Ltd are continuing negotiations in New York with representatives of the secured creditors of Murrin Murrin Holdings Pty Ltd (MMH), an indirectly wholly owned subsidiary of Anaconda Nickel Ltd, to progress the restructuring of the MMH debt and the re- capitalization of the Anaconda Group. During the course of negotiations, one of the major secured creditors declined to extend the existing forbearance agreement beyond Wednesday. This position has been adopted notwithstanding earlier indications that secured creditors would extend forbearance until 2 September 2002. MMH and its advisers are continuing discussions with this and other secured creditors to ensure that a satisfactory outcome is reached on behalf of all stakeholders including shareholders, suppliers and employees. In the absence of an agreement by this secured creditor to extend the forbearance Anaconda is not aware of what action will be taken by secured creditors. The Directors of Anaconda Nickel Limited are of the belief that continuing negotiations with representatives of the secured creditors will ultimately conclude in a headline agreement being reached. Following conclusion of negotiations, in the event a headline agreement is reached with secured creditors, it is a condition of the terms thus far discussed that Anaconda implement a rights issue to raise the funds required to repay the secured creditors. 2. On the 28 February 2002 Anaconda announced a consolidated loss of $457,534,000 for the half year period ended 31 December 2001. The company also announced it had initiated debt restructuring negotiations with its US bondholders. In the Directors' Report attached to the Financial Report for the year ended 31 December 2001 the company indicated that a possible outcome of the debt restructuring process is a review of the carrying amounts of non-current assets. Additional provisions/write downs to those made in respect of the period ended 31 December may result from this review and may impact upon the financial accounts for the year ended 30 June 2002. 3. The Company's financial accounts for the year ended 30 June 2002 remain incomplete until these reviews and further work is undertaken. In addition, subsequent financial periods may be materially impacted by the amount of any discount to the face value of debt accepted by unsecured creditors. 4. Anaconda Nickel Ltd believes it is in compliance the listing rules of the ASX and in particular the Continuous Disclosure requirements. ANACONDA NICKEL: Provides Debt Talks Update With Creditors ---------------------------------------------------------- As a result of further discussions with representatives of the secured creditors of Murrin Murrin Holdings Pty Ltd (MMH), an indirectly wholly owned subsidiary of Anaconda Nickel Ltd, all representatives have now agreed to extend the existing forbearance agreement until at least Thursday 15 August 2002 to allow the finalization of negotiations to restructure the debt of MMH. As previously announced, it is contemplated that Anaconda will implement a renounceable rights issue to raise additional capital to enable this restructuring of debt and recapitalization of the Company to proceed. Glencore has put a draft proposal to the Anaconda Board to underwrite a rights issue, however as the discussions continue with the secured creditors and other potential underwriters, any proposal cannot be considered further until these discussions have been completed. Once agreements have been finalized, Anaconda will initiate the process of obtaining the requisite approvals from statutory and regulatory authorities as well as from shareholders at an Extraordinary General Meeting to be held in coming months. Anaconda anticipates that the restructuring of debt and re- capitalization of the Group may not be completed for an extended period of time. AUSDOC GROUP: Panel Publishes Reasons for Decision -------------------------------------------------- The Takeovers Panel advised that it has published the reasons for its decision in relation to the Ausdoc Group Limited proceedings. The Australian Securities & Investments Commission made the application for a declaration of unacceptable circumstances and orders on 14 June 2002. It was in relation to certain lock-up arrangements specified in a deed entered into between Ausdoc and ABN Amro Capital (Belgium) N. V. on 22 May 2002, including various exclusivity, break fee and cost contribution arrangements. The Panel considered the issues and decided that one of the break fees specified in the Deed gave rise to unacceptable circumstances. The relevant fee was $2.5 million in the event that ABN Amro made a takeover bid for Ausdoc on the agreed terms, a 90% minimum acceptance fee in ABN Amro's bid was not satisfied and not waived, and no higher bid for Ausdoc had been made. On 28 June 2002 both Ausdoc and ABN Amro offered to provide an undertaking to the Panel in relation to the Deed. The Panel was satisfied that the undertakings adequately addressed the Panel's concerns in relation to the Deed and, therefore, decided to accept those undertakings. As a result the Panel then declined to make any declarations. The Panel was constituted by Michael Tilley (sitting President), Ian Ramsay and Luise Elsing. The Panel's reasons are available on its website at: http://www.takeovers.gov.au/Content/Decisions/decisions.asp Nigel Morris Director, Takeovers Panel Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000 Ph: +61 3 9655 3501 Email: nigel.morris@takeovers.gov.au BALLARAT GOLDFIELDS: Proposes Appointment of New Directors ---------------------------------------------------------- Ballarat Goldfields NL has been working with its advisers towards refinancing of the Company to the extent necessary to enable it to: * settle all liabilities incurred to date; and * resume exploration and development of the company's gold projects. A number of changes have necessarily been made to the refinancing arrangements announced on 14 June 2002. Specifically it is now proposed that BGF will be refinanced through: * a non renouncable rights issue at 2.3 cents per share, under a prospectus, of one new share for every existing share held to raise approximately $2.8 million (Rights Issue); and * the completion of a public offer of up to 175 million shares at 2.5 cents through the prospectus to shareholders and third party investors to raise up to $4.3 million (Public Issue). The Rights Issue will be fully underwritten by RFC Corporate Finance Ltd (RFC), subject to the same conditions as included in the 14 June announcement plus the issue of a minimum of 140 million shares ($3.5 million) through successful completion of the Public Issue. The Public Issue will not be underwritten, however RFC has undertaken to use best endeavors to ensure success of the Public Issue. The Rights Issue and Public Issue are intended to be inter-conditional with the Public Issue to raise a minimum of $3.3 million or such other amount specified in the prospectus. Should the Public Issue be fully subscribed the Company could receive a total of $7.25 million of new funds (excluding payments for the costs of the issues). Since the financing arrangements announced on 14 June, it has become evident that the original funding proposal would have been insufficient to recapitulate BGF sufficiently for its shares to be readmitted for trading on the Australian Stock Exchange Limited (ASX). The funding difference arose primarily as a consequence of the reduced likelihood of BGF receiving any of the approximate $2.3 million sought through Oztrak's successful legal claim in Germany (see Company announcement of 31 July 2002). Under advice from RFC, the directors concluded it necessary to include the Public Issue in the recapitalization proposal. The need for RFC to act as the single underwriter to the issue arose due to time limitations on Eureka's key executives during July and August. Eureka and RFC separately agreed that Eureka would move from a lead underwriting role to a role as a sub underwriter to RFC so as to enable the recapitalization to progress to completion by the end of September. Eureka has confirmed it will remain firmly committed to the Rights Issue in the role as a substantial sub underwriter to RFC. It is anticipated that the prospectus for both the Rights Issue and Public Issue will be lodged with ASIC in the next 1 - 2 weeks and will close in September 2002. It is anticipated that trading in the Company's shares on the ASX will recommence shortly after the issue of shares offered under the prospectus occurs. Under ASX Listing Rules it is necessary for shareholders to approve the terms of the Public Issue before any shares can be allocated. The board has recognized that the Oztrak technology business does not fit comfortably within the same corporate structure as the exploration and development projects. Consequently, directors are investigating disposal options for the Oztrak business. It is proposed that the following new appointments to the Company's board will be made shortly following completion of the capital raising: * Mr Colin Smith (as designated Chairman); * Mr Richard Laufmann (as designated Managing Director); and * Mr Laurance Shervington (as a designated non-executive director). It is proposed that each of the existing members of BGF's board will stand down from their board positions following successful completion of the capital raising under the prospectus. This will include the termination of Mr Andrew Woskett as Managing Director. Mr Woskett has a contract of employment with the Company that provides for Mr Woskett to be entitled to a termination payment if the Company terminates his employment. Because of the Company's funding need, the Company and Mr Woskett have agreed to a settlement arrangement whereby Mr Woskett will receive cash and shares in the Company in lieu of the termination payment provided for in his employment contract. The issue of shares to Mr Woskett as part of his termination package is required to be approved by shareholders. This approval is also sought in the attached notice of meeting documentation. Mr Woskett has agreed to assist BGF with disposal of the Oztrak business subsequent to the termination of his position as Managing Director. This assistance is to be by way of a consulting arrangement with Mr Woskett's remuneration linked to the proceeds received by BGF for Oztrak. CAPRAL ALUMINIUM: Enters Facilities Modernization Agreements ------------------------------------------------------------ As previously reported it is Capral Aluminium Limited's intention to complete a significant capital expenditure program to modernize the Australian facilities over the coming 12 months. To facilitate this program agreements have been signed with the following companies: (i) Tesrol Holdings Pty Limited. An Australian based private company to assist with land and building development. (ii) Cometal Engineering SpA. An Italian based specialist in extrusion press and handling equipment to develop low cost manufacturing centers. (iii) Trevisan SpA. An Italian based specialist in aluminium coating equipment to assist Capral in developing its capability in this area. This is part of Capral's strategy directed at significantly reducing the current manufacturing cost of its products and delivering higher quality and service. The plans should be completed within three weeks and a more detailed disclosure of the plan will be made with the company's interim results announcement on 26th August 2002. It is planned that the program will be completed in the second half of 2003. DVT HOLDINGS: USC Becomes a Substantial Holder ---------------------------------------------- Utility Services Corporation Limited (USC), in accordance with its Supplementary Share Target's Statement dated 5 August 2002, announced that on 12 August 2002 it acquired on market 222,701 shares in DVT Holdings Limited (DVT) at an average price of 3.1 cents per share. USC now has a relevant interest in 26,916,864 DVT ordinary shares. PMP LIMITED: Exits UK, Australian Publishing Business ----------------------------------------------------- PMP Limited announced Tuesday the sale of its UK publishing business, Attic Futura, to the French publishing group Hachette Filipacchi Medias for (GPB)40 million. Chief Executive Officer, Robert Muscat, confirmed that the sale proceeds are in the target range of fair value for this asset. Further, as previously announced on 12 June 2002, PMP has now given notice to exercise the Put Option over its 50% stake in Pacific Publications, its Australian publishing joint venture with Seven Network Limited, for $65 million. The proceeds from both transactions will be put towards debt reduction, leaving PMP free to focus on leveraging its core business of pre-press, print and distribution. PREHN INSURANCE: Financial Adviser Draws Six-Year Jail Term ----------------------------------------------------------- David Knott, Chairman of the Australian Securities and Investments Commission (ASIC), announced Monday that Joachim Prehn has been sentenced to six years' jail after pleading guilty to 28 counts of fraud. Mr Prehn, a former Burnie-based insurance agent and financial adviser, will serve a non-parole period of four years, and has entered into a recognizance of $10,000 to be of good behavior for two years from the date of his release. Between 30 June 1995 and 13 July 1998, Mr Prehn was knowingly involved in Joachim Prehn Insurance Services Pty Ltd misappropriating client funds of $1,714,229. In passing sentence, His Honor Mr Justice Underwood categorized Mr Prehn's criminal conduct as ". sustained and deliberate. It was entered into and persisted with to satisfy [a] pathological urge to gamble. Each crime was a grave breach of trust committed against those who could ill afford to lose their money". The majority of clients defrauded by Mr Prehn's actions were "retirees, or other people who depended upon their capital for day-to-day living", His Honor said. The insurance company Mr Prehn acted as an agent for has compensated the clients who lost money as a result Mr Prehn's actions. In February 2000, ASIC permanently banned Mr Prehn from acting as an investment adviser or as a representative of a securities dealer. ASIC also obtained Supreme Court orders to appoint a receiver to the property of Joachim Prehn Insurance Services Pty. Ltd and to Mr Prehn's personal assets, in order to secure those assets for the benefit of investors and creditors of his company. The Commonwealth Director of Public Prosecutions prosecuted the matter. ================================ C H I N A & H O N G K O N G ================================ CHINADOTCOM: Q202 Net Loss Narrows by 86% ----------------------------------------- Chinadotcom corporation -- www.corp.china.com -- announced Tuesday its financial results for the second quarter ending June 30, 2002 under US GAAP. Net loss narrowed by 86% from a year ago to US$8.0 million, the same as compared to the previous quarter. Q2 2002 loss per share was US$0.08 versus $0.08 in Q1 2002 and US$0.57 in Q2 2001. Chinadotcom posted revenue of US$15.2 million in Q2 2002, down 7% compared to US$16.4 million in Q1 2002. Previous expectations for Q2 2002 revenues included certain consulting project revenues, which we now expect to record in Q3 2002. Gross margin of 33% was US$5.0 million, down from 35%, or US$5.8 million in Q1 2002, primarily relating to ongoing price pressure in the on-line advertising network business. SG&A expenses for Q2 2002 were US$11.1 million, down 11% compared to US$12.4 million in the previous quarter and 62% lower than US$29.0 million a year ago. The company is working towards further reduction in recurrent quarterly SG&A expenses to single digit levels going forward. As a result of this further improvement in cost control Q2 2002 cash operating loss was US$6.2 million, down from US$6.6 million in Q1 2002 and down 74% from a year ago. "Despite persistent weak market conditions, we have made progress during the quarter in positioning ourselves for an eventual upturn in economic conditions," said Daniel Widdicombe, Chief Financial Officer of chinadotcom. "At the same time as continuing to control operating expenses and maintaining our current cash levels, we have been working to move up the value curve through the introduction of more higher-margin products that we have either developed internally, added through acquisition, or through partnerships." Evolution towards a broader base of higher margin products and services The company has made progress in its strategic re-positioning and continues to push its evolution towards a broader base of higher margin products and services. The company has progressed in the last quarter with several new additions to its current 400 plus installations, including Microsoft, A C Nielsen and Swire Beverage. Its five-year established software development center in China is currently developing products for use on the "Microsoft .Net" platform. chinadotcom views China as a promising base for lower-cost development of software products for distribution, implementation and integration by its own operations across its markets internationally, enabling the company to better scale its costs to make it competitive in the mid-tier software market. In addition, the company is continuing to develop partnerships with major software companies, focusing on securing Greater China and international master distributorships for such companies across various markets. The push up the value curve is also being achieved through securing longer-term contracts with major enterprises as well as governments across our key markets. The integration of the B2B marketing database with the existing marketing offering in Australia has progressed during the quarter. Resultant operational gains include reduced ongoing database maintenance costs and office consolidation. The B2B database offering has been enhanced and sales cross-pollination with the existing marketing services business achieved. Opportunities to work more closely with the technology services business in Australia have also been identified, particularly in the area of e-mail marketing. "Where we see opportunities, we will continue to develop our existing portfolio of enterprise solutions that can strategically broaden our business mix and drive longer term, high margin and recurrent revenue," said Peter Yip, Chief Executive Officer of chinadotcom. "The combination of these products and services provides opportunities for joint sales calls, the sharing of market intelligence and cross platform product developments enabling us to achieve our long-term goal of becoming one of the leading providers of enterprise solutions in Asia-Pacific." Progress in Operations * Technology Services chinadotcom's e-solutions continues to show improvement in building its base of long-term, recurring work derived from its application outsourcing business and government services practice. Further cost savings were achieved in SG&A. Our e- solutions subsidiary signed a second large UK government agency, the Department of Land Registry, to a multi-year relationship while also being named recently to the UK Central Office of Information roster -- a select list of pre-approved service partners that UK government agencies work with. Other major client activity included new work with ING Barings, continuing work with Cathay Pacific and the resumption of projects for Emirates Airlines. * Marketing & Media Services The company continued its efforts during the quarter to better align its e-marketing services with its e-solutions businesses. In several markets, the company's e-marketing operating infrastructure has now been shared with chinadotcom's e- solutions operations, resulting in ongoing cost savings. In China, the company recently accelerated the rescaling of its low-margin on-line advertising network business in order to improve that operation. In certain markets, chinadotcom has ceased its funding of e-marketing units in the past 18 months and will continue to review the prospects of its ongoing operations. Within the segment, the Korean operation posted a strong performance on the back of increased marketing associated with the successful World Cup soccer tournament. The drive to diversify the service offering through increasing non on-line advertising revenues, such as direct-marketing and e-mail technology revenue, saw progress as such revenues increased from 9% to 12%, with higher gross margins of over 60%. New clients include BankWest, Time Inc., and American Express. In addition, our e-marketing entity continued ongoing relationships with Samsung and Johnson & Johnson. hongkong.com introduced Hong Kong's first web-based paid e-mail service during the quarter and an enhanced SMS and e-Coupon service was also launched. Performance at chinadotcom's travel business improved and it was appointed as event organizer/official publication/official daily for several major travel trade events for the rest of the year and into 2003. * Software Products The company has introduced a series of new human resources management products developed along with the existing PowerHRP (Human Resources Payroll) module, including Power ATS (Attendance Tracking System), PowerPay+ and PowerESS (Employee Self Service). Through coordinated sales and marketing efforts the company has secured multiple wins for its PowerHRP management software in China. Since introduction, these products have been licensed to multinational and local enterprises. For instance, the five-star hotel, J.C. Mandarin in Shanghai has licensed the ATS solution that enables it to track all employee rostering and shift information gathered from the digital swipe card machine on the premises of the hotel. chinadotcom's e-solutions arm continues to make progress with its Software Development Center (SDC) in Beijing as part of the company's focus on proprietary enterprise software applications for local enterprises and multinationals particularly in Mainland China. One of the first products from this SDC will be an Internet-based technology platform automating Customer Relationship Management (CRM) processes especially tailored for Mainland China. A number of potential customers have already expressed interest in this product. "What is paramount for us at this stage is to step up our focus on developing and offering a broad base of higher-margin business services and software products that will provide a foundation for our long-term growth," said Raymond Ch'ien, Executive Chairman of chinadotcom. "Current market trends, in addition to the strength of our balance sheet, place us in a favorable position to maintain this strategy, with the aim of becoming the pre-eminent integrated Asian enterprise solutions company." Other Developments With regard to the company's treasury program, as a result of the strong performance of bond prices in the last quarter, the mark to market impact on the company's treasury portfolio recorded on the balance sheet has reduced from a loss of US$10.1 million at the end of Q1 2002 to a gain of US$1.8 million at the end of Q2 2002. The company has also reduced its exposure to market risk by reducing the average term and improving the credit quality of its treasury instruments, recording a realized loss of US$2.6 million in Q2 2002. The company is now engaged in the process of outsourcing some or all of its treasury portfolio to professional outside managers. The company believes that outsourcing its portfolio will provide a greater breadth and depth of resources to be dedicated to the management of its cash. To date, the company has fully repaid its short-term credit facilities, resulting in a strong, unencumbered balance sheet. The company maintains access to two credit facilities that are available for working capital, short-term liquidity issues and acquisitions. "In light of a challenging quarter financially and operationally and a lack of current visibility regarding the timing of a global economic recovery, my team is prepared to take further aggressive steps to achieve profitability and increase shareholder value." Peter Yip, Chief Executive Officer, said, "We will look to build our base of higher-margin software products and services, as well as further rationalize non- performing or low-margin businesses. Loss of revenues on the top line is likely in the near term but we believe that a profitable company will be the eventual result. As such, we believe we are continuing to better position the company, and we look forward to the future with confidence." Conference Call chinadotcom will hold a conference call to review its second quarter 2002 earnings and operations at 4:00 pm on August 13, 2002 Hong Kong time. Investors can call at that time to US Toll Free 888-390-6586, US Toll Number: 712-271-3300, or Hong Kong Number: 852-2258-4100; alternatively the conference call can be heard on the Internet at http://webcast.ibeam.com/starthere.asp?pres=20082. For those unable to listen to call in or listen to the live broadcast via the web, a replay will be available after the call at http://www.corp.china.com/shares.html. * Cash operating loss is defined as gross profit minus selling, general & administrative (SG&A) expenses. EARNWARD LOGISTICS: Winding Up Sought by Lunmas ----------------------------------------------- Lunmas Interior Design Ltd. is seeking the winding up of Earnward Logistics Limited. The petition was filed on July 4, 2002, and will be heard before the High Court of Hong Kong on October 2, 2002. Lunmas Interior holds its registered office at No. 34, Wang Toi Shan Yau Uk Tsuen, Pat Heung, New Territories, Hong Kong. HONG KONG CONSTRUCTION: Petition to Wind Up Pending --------------------------------------------------- The petition to wind up Hong Kong Construction (Works) Limited will be heard before the High Court of Hong Kong on September 18, 2002 at 9:30 am. The petition was filed with the court on June 24, 2002 by Bachy Soletanche Group Ltd. whose principal place of business is situated at 3rd Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong. LIFETEC GROUP: Cuts Loss to HK$11.9M ------------------------------------ Lifetech Group Limited posted its results announcement summary year ending 31 December 2002: Currency: HK$ Auditors' Report: N/A Review of Interim Report by: Audit Committee (Unaudited) (Unaudited) Last Current Corresponding Period Period from 1/1/2002 from 1/1/2001 to 30/6/2002 to 30/6/2001 ('000) ('000) Turnover : 13,338 4,865 Profit/(Loss) from Operations : (8,169) (14,061) Finance cost : (1,272) (2,527) Share of Profit/(Loss) of Associates : (677) (560) Share of Profit/(Loss) of Jointly Controlled Entities : - - Profit/(Loss) after Tax & MI : (11,835) (18,544) % Change over Last Period : N/A EPS/(LPS)-Basic : (0.8 cent) (1.6 cents) -Diluted : - - Extraordinary (ETD) Gain/(Loss) : - - Profit/(Loss) after ETD Items : (11,835) (18,544) Interim Dividend per Share : Nil Nil (Specify if with other options) : - - B/C Dates for Interim Dividend : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for Current Period: Nil B/C Dates for Other Distribution : N/A Remarks: (1) Taxation No provision for taxation has been made for the six months ended 30 June 2002 and for the six months ended 30 June 2001 as the Group incurred a loss in both periods. (2) Loss per share The calculation of basic loss per share is based on the loss attributable to shareholders for the six months ended 30 June 2002 of HK$11,835,000 (2001: loss of HK$18,544,000) and the weighted average number of 1,478,686,277 shares (2001: 1,136,708,377 shares) in issue during the period. The computation of diluted loss per share does not assume the conversion of the company's outstanding share options since their exercise would result in a decrease in loss per share. (3) Loss after taxation and MI Loss from operations has been arrived at after charging: Unaudited Six months ended 30 June 2002 2001 HK$'000 HK$'000 Amortization of patent 588 1,386 Depreciation 3,156 3,455 Loss on disposal of investment property - 141 Loss on disposal of fixed assets 35 213 ========== ======== M W LEE: Hearing of Winding Up Petition Set ------------------------------------------- The petition to wind up M W Lee & Sons Enterprises Limited is scheduled to be heard before the High Court of Hong Kong on October 9, 2002 at 10:00 am. The petition was filed with the court on July 16, 2002 by Samuel Tak Lee (also known as Lee Tak Yee or Li, Tak Yee Samuel or Lee Cheong Yee) of House 1, 24-28 Mount Austin Road, Hong Kong. NORTHEAST ELECTRICAL: Releases 2nd EGM Results ---------------------------------------------- The second extraordinary general meeting of Northeast Electrical Transmission & Transformation Manufacturing Company Limited in 2002 was held at the Conference Room of the Company, 189 Taiyuan South Street, Heping District, Shenyang, Liaoning Province, the People's Republic of China (PRC) at 9:00 a.m. on 12 August 2002. The meeting was attended by eight shareholders and proxies, holding and representing 380,618,660 shares, which constitutes 43.58% of the Company's total share capital of 873,370,000 shares. It complied with the requirements of the Company Law and the Articles of Association of the Company. Beijing Tongshang Law Office had issued a legal opinion. These resolutions were passed at the meeting that affirmative votes were 380,618,660 shares, objected vote was 0 and abstained from voting was 0. Affirmative votes represented 100% of the total number of shares with voting rights: 1. The appointment of Deloitte Touche Tohmatsu Certified Public Accountants and Tohmatu Touche Tohmatsu Hua Yong Certified Public Accountants as overseas auditors and domestic auditors respectively; 2. To consider and approve the Rules of Procedures at General Meeting. SINO ETERNITY: Winding Up Petition Slated for Hearing ----------------------------------------------------- The petition to wind up Sino Eternity Limited is set for hearing before the High Court of Hong Kong on September 4, 2002 at 9:30 am. The petition was filed with the court on June 11, 2002 by Leung Wah Kwan of Room 912, Oi Yung House, Yau Oi Estate, Tuen Mun, New Territories, Hong Kong. YANION INTERNATIONAL: Loss Widens to HK$76.2M ---------------------------------------------- Yanion International Holdings Limited announced on 12 August 2002: (stock code: 82) Year end date: 31/12/2001 Currency: HKD Auditors' Report: Qualified Review of Interim Report by: N/A (Audited) (Audited) Last Current Corresponding Period Period from 1/1/2001 from 1/1/2000 to 31/12/2001 to 31/12/2000 ('000) ('000) Turnover : 175,486 288,913 Profit/(Loss) from Operations : (72,474) (37,158) Finance cost : (3,344) (4,399) Share of Profit/(Loss) of Associates : 0 0 Share of Profit/(Loss) of Jointly Controlled Entities : N/A N/A Profit/(Loss) after Tax & MI : (76,197) (43,714) % Change over Last Period : N/A EPS/(LPS)-Basic : (19.2 cents) (31.9 cents) -Diluted : N/A N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : (76,197) (43,714) Final Dividend per Share : Nil Nil (Specify if with other options) : N/A N/A B/C Dates for Final Dividend : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for Current Period : N/A B/C Dates for Other Distribution : N/A Remarks: 1. ANALYSIS OF TURNOVER AND PROFIT/(LOSS) All turnover and profit/(loss) were arising from continuing operations. 2. LOSS PER SHARE The calculation of basic loss per share is based on the net loss from ordinary activities attributable to shareholders for the year of HK$76,197,000 (2000: HK$43,714,000) and the weighted average of 397,849,029 (2000: 137,237,941) ordinary shares in issue during the year. The diluted loss per share for the year ended 31 December 2001 and 31 December 2000 have not been shown as the share options outstanding during both years had an anti-dilutive effect on the basic loss per share for both years. 3. PROFIT/(LOSS) AFTER TAXATION & MI The loss after taxation and MI is including the Provision for impairment in value of goodwill of HK$21,047,000 (2000: Nil), and amortization of goodwill of HK$5,656,000 (2000: Nil) ================= I N D O N E S I A ================= ASTRA INTERNATIONAL: Unit's Rp300B Bond Issue Set at 18.5% ---------------------------------------------------------- The coupon rate of the Rp300 billion three-year bond issue of PT Federal International Finance, a 99.99 percent-owned motorcycle financing unit of PT Astra International, has been set at 18.5 percent, AFX-Asia reports. "The rate has been set at 18.5 pct fixed for the three years," lead underwriter Bahana Securities' Assistant Vice President for Investment Banking Nelwin Aldriansyah said. Earlier, Federal International said a third "bullet" series worth Rp75 billion will pay the entire principal amount of the bond issue upon maturity in a single 'bullet' payment, rather than in installments over the next three years. According to DebtTraders, Astra Overseas Finance's 4.809% floating rate notes due on 2005 (ASII05IDS1) are trading between 76.5 and 77.5. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=ASII05IDS1 SEMEN GRESIK: Pefindo Places Rating on Alert W/ Neg Implication --------------------------------------------------------------- Pefindo put the rating of PT Semen Gresik (Persero) Tbk. (SMGR) and its Bond I/2001 on RatingAlert with negative implications. This decision was due to the uncertainty of PT Semen Padang's (SMPD) settlement on its Medium Term Notes (MTN) to PT Jamsostek (Persero) amounting to Rp200 billion, due on August 15, 2002. Any default on SMGR's subsidiaries', including SMPD's, financial obligations will lead to a "selective default" status on SMGR's corporate and bond ratings. Currently, both of SMGR's corporate and bond ratings are `idA+' with a "stable" outlook, based on the latest review on May 30, 2002. Pefindo will closely monitor the settlement on this MTN. SEMEN PADANG: Rp500B Loan Never Blocked by State Ministry --------------------------------------------------------- The State Ministry has never tried to block the disbursement of a Rp500 billion loan from PT Bank Mandiri to PT Semen Padang, AFX-Asia reports, quoting State Minister Laksamana Sukardi's restructuring and privatization Assistant Deputy Aloysius Kikro. "Why would we do that? What is the benefit for us? Why should we do something that will be disadvantageous for us?" Kikro said. Semen Padang Lawyer Adnan Buyung Nasution said Monday that the company is considering taking legal action against Bank Mandiri over the delay of its loan disbursement to the company. Semen Padang has signed an investment credit agreement with Bank Mandiri on July 30, under which Bank Mandiri should have gradually disbursed Rp500 billion to starting from Aug 1 to 14 to refinance its Rp200 billion debt to state-run PT Jamsostek and Rp300 billion to ABN Amro Bank. The delay has fueled suspicions from Padang that the government is trying to block the loan as part of its moves to replace Padang's management. Kikro said Sukardi has ordered an investigation into the matter. ========= J A P A N ========= FUJITSU LTD: Shares Fall, Worries Linger on Data Leak ----------------------------------------------------- Fujitsu Ltd's shares fell as low 603 yen on Monday, as worries lingered over a data leak that could threaten its government contracts, Reuters said Monday. The Defence Agency will consider penalties against Fujitsu, including possibly suspending it from bidding for future contracts, after individuals who then tried to blackmail Fujitsu obtained data from an agency network. According to Kyodo news agency, a group of men last week demanded money from Fujitsu and threatened to sell network diagrams and Internet protocol addresses to communist North Korea. Fujitsu complained to the police on August 6 and the Defense Agency said it would carry out an investigation. Analysts noted worries that any penalties could also affect Fujitsu's business with other government entities. Last week, Morgan Stanley cut its investment rating on Fujitsu to "equal weight" from "overweight", citing the Defense Agency news as well as a weaker earnings outlook overall for the current business year. NIPPON MEAT: August Sales Drop 40% ---------------------------------- Nippon Meat Packers Inc. said the Company's processed food products are expected to fall about 40 percent this month, Kyodo News said Tuesday. The scandal tainted firm blamed the projected drop on a series of moves by supermarkets and other retailers to remove its products from their shelves after a beef false labeling scandal involving one of its units. The retailers include major supermarket chain operators Ito- Yokado Co, Seiyu Ltd and Aeon Co. NIPPON MEAT: Officials Grilled Over Labeling Scam ------------------------------------------------- Farm Ministry officials have questioned executives of Nippon Meat Packers Inc. in connection with a beef-mislabeling scam involving its unit Nippon Food Inc., the Japan Times reported Tuesday. The Ministry questioned Motoaki Shoji, Senior Managing Director at Nippon Meat, and Heihachiro Azuma, Vice President of the Company, and carried out a search on its unit for evidence of abuse of a beef-buyback program to obtain government subsidies. Azuma served as President of the unit, which Nippon Meat President Hiroji Okoso has admitted passed off imported beef as domestic and sold it to the buyback program intended to bail out the domestic cattle industry battered by the outbreak of mad cow disease in Japan last September. Nippon Meat claimed that the heads of three sales offices, in Ehime, Tokushima and Hyogo prefectures, are responsible for the deception. Officials at the Agriculture, Forestry and Fisheries Ministry have said the government will consider filing a fraud complaint against the unit. The government will also consider a separate complaint against Nippon Meat for allegedly destroying evidence related to the fraud. NIPPON TELEGRAPH: Contracts Up 22% For Flat-Rate Net Service ------------------------------------------------------------ Nippon Telegraph and Telephone Corp. said that contracts for the Flet's flat-rate high-speed Internet services of its NTT East Corp. and NTT West Corp. regional firms at the end of June were up 22 percent from the end of March, Asia Pulse and Nikkei reported Monday. Total contracts for the Flet's ADSL (asymmetric digital subscriber line) service increased to 1.38 million agreements, up 43.5 percent from the end of March. Contracts for the Flet's ISDN service totaled 1.36 million agreements, up 4.5 per cent. This was the first time that the number of ADSL contracts surpassed the number of ISDN contracts. Contracts for the B-Flet's home-use fiber-optic service came to 41,000 agreements, up 127.8 per cent. TOYAMA CHEMICAL: JCR Places BBB- Rating Under Credit Monitor ------------------------------------------------------------ Japan Credit Rating Agency on Monday has placed Toyama Chemical Co., Ltd's BBB- rating on the following bonds under credit monitor. Issue: Amount(bn) / Issue Date / Due Date / Coupon convertible bonds no.1 Y10 / Apr. 12, 2000 / Mar. 31, 2005 / 1.0 percent Rationale Toyama Chemical and Taisho Pharmaceutical announced on August 9, 2002 that they would tie up in capital, research and development, and marketing. Taisho Pharmaceutical will become the largest shareholder of Toyama Chemical by acquiring 20 percent outstanding shares of it in September 2002. The two companies will collaborate with each other for the research and development of ethical drugs. They will establish a marketing Company for the ethical drugs in Japan in October this year. Toyama Chemical incurred the third consecutive net loss for fiscal 2001 ended March 31, 2002, deteriorating the financial structure. Stoppage of marketing of the mainline drug in October 2000 had adverse impact on the performance. The alliance will increase the owners' equity of Toyama Chemical. Taisho Pharmaceutical will extend support to it in other forms. JCR placed the rating under Credit Monitor to examine the alliance effects on the development of new type quinolone antibacterial agent, T-3811, which was licensed out to Bristol-Myers Squibb, and earnings and financials of Toyama Chemical. ========= K O R E A ========= DAEWOO ENGINEERING: Wins Contract to Expand LNG Facility -------------------------------------------------------- Daewoo Engineering and Construction Co. has won a W180 billion (US$149.12 million) contract from Korea Gas Corp. (KOGAS) to build three liquefied natural gas (LNG) facilities in Tongyong, South Gyeongsang Province, Asia Pulse reported Monday. Daewoo and KOGAS will sign a formal agreement on August 20. TCR-AP reported that Daewoo Engineering has W1.25 trillion in outstanding debt. HYNIX SEMICONDUCTOR: Unit Seeks Foreign Capital for Survival ------------------------------------------------------------ Hynix Semiconductor unit Hydis Display Technology is seeking foreign capital to aid in its independent survival scrapping its original sell-off plan, Maeil Business Newspaper reported Monday. Officials at the unit said negotiations with potential foreign investors are already in progress, but Hydis is not interested in a deal that would require it to relinquish managerial control. An announcement is expected by the end of August. Hydis posted first-half sales of 460 billion won in 2002, with recurring profits of 50 billion won on the due to a booming LCD market. A tentative deal to sell Hydis to Cando Corporation of Taiwan for $400 million has been terminated because of differences on the conditions. DebtTraders reports that Hyundai Semiconductor's 8.625% bond due in 2007 (HYUS07KRA1) trades between 60 and 65. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS07KRA1 HYNIX SEMICONDUCTOR: Sees FY02 Q2 Loss -------------------------------------- Hynix Semiconductor Inc expects a net loss of 197 billion won in second-quarter, as creditors weigh options on how to retrieve their money from the ailing chipmaker, Reuters reported Sunday, citing unnamed analysts. In the January-March period, the chipmaker posted its first net profit of $2.3 million versus a loss of $3.9 billion in 2001. Creditors will decide this week on how to retrieve some $5 billion in loans they have given to the unprofitable firm. Creditors may ask Hynix to dispose of non-memory chip units to secure funds to keep it running and make it more attractive to potential buyers. Hynix shares dropped 84 percent as debts and low investment made it unprofitable. HYUNDAI MERCHANT: President Signs Final US$1.5 BB Sale Contract --------------------------------------------------------------- Hyundai Merchant Marine Co President Jang Chul-soon signed a final accord with Sjur Galtung, vice-chief executive of Wilh.Wilhelmsen ASA and Carl Johan Hagman, President and CEO of Wallenius Lines AB, to sell its auto-shipping operations for USD1.5 billion to the consortium comprised of Wilh. Wilhelmsen Ltd of Norway and Wallenius Lines AB of Sweden, and Hyundai Motor Co and Kia Motors, a statement from the Company said. The deal calls for the Scandinavian companies and Hyundai Motor and Kia Motors to set up a joint venture to take over Hyundai Merchant's 72 auto-shipping vessels and its business rights to transfer automobiles, it said. Hyundai Merchant plans to use the sales proceeds, which it will receive in October, to pay down its short- and long-term debt, which currently stands at KRW2.2 trillion, it said. Of the US$1.5 billion total value of the contract, it will receive net proceeds of US$1.3 billion, with US$200 million being excluded to cover payments for purchased vessels. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 159, August 13, 2002) KOREA LIFE: Sale Negotiations in Final Stretch ---------------------------------------------- Talks to sell off Korea Life Insurance Co. between Hanwha group and the Korea Deposit Insurance Corp. is almost completed, with that the only thing remaining is settling the sales price of the life insurer, Digital Chosun said Monday, citing Deputy Prime Minister Jeon Yun-churl. The Hanwha group is the Company's sole bidder while the Korea Deposit Insurance Corp. is a government bankruptcy agency in charge of selling off the insurance firm. TCR-AP reported that Korea Life incurred net income of 879.4 billion won in the year ended March 31 compared with a year- earlier loss. The government spent 3.5 trillion won rehabilitating the insurer after saving the firm in 1999, is selling assets to recover funds spent rebuilding the economy after the Asian crisis of 1997-1998. SEOUL BANK: Government Welcomes Lone Star's Revised Bid ------------------------------------------------------- Finance and Economy Minister Jeon Yun-churl said the government welcomes the Lone Star Fund's revised bid for Seoulbank as it reflects investors' positive reaction to the bank's restructuring. Jeon said the Public Fund Oversight Committee will hold a session on August 16 to discuss the details on how to proceed with the sale of the bank. He, however, did not elaborate. The MoFE said last week the US investment fund has raised its bid for Seoulbank, intensifying competition with Hana Bank, which is also bidding. Last week, the Korea Economic Daily quoted an unidentified source at Lone Star as saying that it has raised its bid for Seoulbank by proposing a profit-sharing scheme with the government for a period of three years after the acquisition. The official said the government is expected to collect an additional KRW150 billion from the profit-sharing arrangement on top of the KRW850 billion it stands to raise from the sale of Seoulbank. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 159, August 13, 2002) SEOUL BANK: Labor Union Finds Price Offers "Too Cheap" ----------------------------------------------------- Sparking yet another dispute over the sale of SeoulBank, the bank's labor union said that its analysis of the offers made by Hana Bank and the U.S.' Lone Star have been dirt-cheap, the Digital Chosun reported. The offers indicated that Hana is in fact getting paid as much as KRW146 billion by the government for the acquisition. The union said that Hana's offered price of KRW1 trillion for SeoulBank does not include Hana's estimated KRWW899.6 billion in tax savings on the deal, Hana's indemnity from SeoulBank's KRWW118.9 billion exposure to syndicate loans to Russia and bankrupt Dongah Construction Ind., and KRWW127.5 billion in opportunity costs that Hana will earn once Lone Star drops out of the bid. The union also claimed that Hana demanded that the government put pressure on SeoulBank unionists to abide by the Hana- proposed manpower-trimming plan for SeoulBank. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 159, August 13, 2002) =============== M A L A Y S I A =============== DEWINA BERHAD: Updates Corporate Restructuring Exercise Status -------------------------------------------------------------- AmMerchant Bank Berhad, on behalf of Dewina Berhad, in refer to its Circular to Shareholders dated 8 March 2002 for the corporate restructuring exercise, which includes, inter-alia, an internal reorganization of the Company involving the disposal of all its subsidiaries (excluding Dewina Holdings Sdn Bhd (DHSB)) to DHSB, a wholly owned subsidiary of Dewina, announced that the Company has, on 7 August 2002 disposed the following subsidiaries to DHSB: i) Dewina Food Industries Sdn Bhd; ii) Dewina Trading Sdn Bhd; iii) Dewina Food Services Sdn Bhd; iv) Delimar Sdn Bhd; and v) Dewina LSG Sdn Bhd. The disposal of these subsidiaries to DHSB is pending completion: (a) Dewina Host Sdn Bhd; and (b) Dewina Africa (Pty) Ltd. The above internal reorganization is to facilitate, inter-alia, the subscription by Haji Ibrahim bin Haji Ahmad of 99,998 new ordinary shares of RM1.00 each in DHSB (hence resulting in the dilution of the Company's shareholdings in DHSB from the existing 100% to 0.002%), and thereafter, the acquisition by Dewina of the entire issued and paid up share capital of MTD Prime Sdn Bhd from Puncak Sabit Sdn Bhd, a wholly owned subsidiary of MTD Capital Bhd. EMICO HOLDINGS: Awaits Scheme Leaders Extension Decision -------------------------------------------------------- The Board of Directors of Emico Holdings Berhad announced that Arthur Andersen Corporate Advisory Sdn Bhd, on behalf of the Company, wrote to the Scheme lenders for a CUT-OFF DATE (as defined in the DRA) extension for a further two (2) months from 7 August 2002 to 6 October 2002. Presently, the Company is awaiting the Scheme lenders' reply. An announcement will be made when we have obtained written consents from the MAJORITY LENDERS as defined in the DRA dated 8 August 2001. KUMPULAN FIMA: Provides Financial Regularization Status Update -------------------------------------------------------------- The Board of Directors of Kumpulan Fima Berhad, in accordance with Paragraph 4.1 (a) of the Practice Note No. 4/2001(PN4), which addresses the Criteria and Obligations pursuant to Paragraph 8.14 of the KLSE Listing Requirements, announced that the Company is an affected listed issuer. The Company is an affected listed issuer following Paragraph 2.1 (a) of the PN4 whereby there is a deficit in the adjusted shareholders' equity of the Company on a consolidated basis at the present time. Paragraph 2.1(b),(c) and (d) are not applicable at this juncture. OBLIGATIONS OF KUMPULAN FIMA BERHAD AND/OR ITS DIRECTORS Pursuant to PN4 and Paragraph 8.14 of the Listing Requirement and PN4, the Company shall: i . Make an announcement (First Announcement) within seven (7) market days from 30 August 2002 as prescribed in paragraph 4.1(a) of PN4. ii . Announce the status of its plan to regularize its financial condition on a monthly basis until further notice from the Exchange; iii . Announce its compliance or failure to comply with a particular obligation imposed pursuant to PN4, as and when such an obligation becomes due; iv . Submit monthly reports accompanied by statutory declarations to the Exchange as the prescribed format in the Appendix PN4/2001-A; v . Announce to KLSE a plan to regularize its financial condition within 6 months from the date of the First Announcement that fulfill the requisite announcement; vi . Submit its plan to regularize its financial condition to the relevant authorities for approval, including the Securities Commission within two (2) months from the date of the requisite announcement; and vii . Obtain all approvals necessary for the implementation of the plan from relevant authorities within the stipulated time schedule pursuant to Paragraph 5.1 of PN4. However, the Company is not required to appoint a monitoring accountant as it does not fall into the ambit stated under paragraph 6.1(a) (i) (ii) and 6.1 (b) of PN4. CONSEQUENCES OF NON-COMPLIANCE In the event the Company and/or its Directors fails/fail to comply with the obligations set out in PN4, the trading of its ordinary shares on the KLSE may be suspended and/or the Company may be de-listed. However, the Company would be given due process by KLSE before de-listing. STATUS OF THE COMPANY PLAN TO REGULARISE ITS FINANCIAL CONDITION The Company is aware of its obligations pursuant to the Listing Requirements of KLSE and the consequences of its non-compliance. Appropriate actions to address the negative shareholders' fund has been taken as early as September 2001 where the directors of KFIMA have decided to end the activities of stockbroking business of Fima Securities Sdn Bhd (FSSB). Consequently, FSSB enter into an agreement with M&A Securities Sdn Bhd (M&A) for the disposal of its stockbroking business on 13 September 2001. The sequence of events on the progress of the disposal of the FSSB stockbroking business to M&A are as per Table 1 at http://www.bankrupt.com/misc/TCRAP_Kfima0814.pdf. In view of the events as per Table 1, particularly where the dateline for the establishment of M&A Kuala Lumpur branch has been extended to 28 October 2002, the gain of RM45 million which was earlier recognized in the 4th quarter announcement on 28 May 2002 had to be reversed. The explanation for the variation between the 4th quarter result announced on 28 May 2002 and the announcement on the audited result for the year ended 31 March 2002 was made on 31 July 2002. Had the gain been recognized in the financial statements for the year ended 31 March 2002, the Group would have a positive adjusted shareholders' fund as per Table 2 at http://www.bankrupt.com/misc/TCRAP_Kfima0814.pdf. MYCOM BERHAD: Clarifies Malay Mail Report ----------------------------------------- Mycom Berhad, in response to the news report appearing in the Malay Mail on Thursday, 8 August 2002, entitled, "Hope for abandoned Bandar Sentul Utama Project", submitted its press announcement as follows: "The Board of Directors of Mycom Berhad wishes to clarify that its wholly-owned subsidiary, Sentul Murni Sdn Bhd (SMSB) had its representatives attended a meeting with the Ministry of Housing and Local Government on 21 August 2001 together with purchasers' committee members. At the said Meeting, SMSB had emphasized that the Bandar Sentul Utama Project could not be carried out because of squatters problem as the squatters located at the project site had refused to be re-located to the completed low cost units. In addition, the squatters constantly harassed our contractor and workers to the extent that construction work was difficult and could not continue. The Meeting was also informed that there is a pending court case to evict the squatters concerned. Until and unless the eviction is completed, the completion of the construction is impossible. The Housing Ministry did not give the green light to the purchasers' committee to be the receivers and managers as claimed in the news report as it was not the proper procedure." The Board of Directors also announced that there has been no change in status since the last monthly status announcement on 8 July 2002 in respect of the default in principal payments by its wholly-owned subsidiaries, Tingkayu Plantation Sdn Bhd and Pertama Land & Development Sdn Bhd. PANGLOBAL BERHAD: Releases Unit's Coal Production Volume -------------------------------------------------------- PanGlobal Berhad announced that the production volume of coal of its wholly-owned subsidiary, Global Minerals (Sarawak) Sdn Bhd for the month of July 2002 was 46,882.98 mt. TCR-AP reported on May 20 that the Restraining Order under Section 176 of the Companies Act, 1965 dated 21 September 1998 granted to PGB and four (4) of its subsidiaries, namely PanGlobal Properties Sdn. Bhd., Limbang Trading (Limbang) Sdn. Bhd., Global Minerals (Sarawak) Sdn. Bhd. and Menara PanGlobal Sdn. Bhd, which expired on 15 May 2002, has been extended by the High Court of Malaya for a further period of six (6) months to 15 November 2002. PLANTATION & DEVELOPMENT: Enters Conditional Scheme Agreement ------------------------------------------------------------- AmMerchant Bank Berhad, announced on behalf of Plantation & Development (Malaysia) Berhad, that the Company has on 7 August 2002 entered into a conditional Restructuring Scheme Agreement with Fountain View Development Sdn Bhd (FVD), the shareholders of Everange Sdn Bhd (Vendors) and certain creditors of the Everange Sdn Bhd (ESB) Group which comprises: i) Proposed capital reduction and consolidation; ii) Proposed establishment of a new company, FVD; iii) Proposed share swap; iv) Proposed debt compromise; v) Proposed acquisition of ESB; vi) Proposed settlement of debts to creditors of the ESB Group; vii) Proposed transfer of listing status of P&D to FVD; viii) Proposed listing of and quotation for ordinary shares of RM1.00 each (Shares) of FVD and irredeemable convertible unsecured loan stocks (ICULS) of FVD; and ix) Proposed settlement and/or compromise with a contingent unsecured creditor of P&D. The above proposals will be collectively referred to as the "Proposed Restructuring Scheme". All the proposals comprised in the Proposed Restructuring Scheme are inter-conditional upon each other. As announced to the KLSE on 31 July 2002, the High Court of Malaya, in Originating Summons No. MT3-24-1698-02, had on 29 July 2002 granted an order to convene meetings of the Scheme Creditors and the members of the Scheme Companies pursuant to section 176(1) of the Companies Act, 1965. DETAILS OF THE PROPOSED RESTRUCTURING SCHEME Proposed Capital Reduction And Consolidation The Proposed Capital Reduction And Consolidation encompasses a capital reduction exercise pursuant to Section 64 of the Companies Act, 1965 to reduce the existing issued and paid-up share capital of P&D. It is proposed that the existing share capital of P&D of RM159,828,000 comprising 159,828,000 Shares be reduced to RM7,991,400 comprising 159,828,000 ordinary shares of RM0.05 each. The reduction of RM0.95 for every P&D share would give rise to a credit of RM151,836,600 which would be utilized to reduce the audited consolidated accumulated losses of P&D as at 31 December 2001 of approximately RM415,008,900 to approximately RM263,172,300. Forthwith upon the reduction of the share capital taking effect, the Proposed Capital Reduction And Consolidation will entail the consolidation of the issued and paid-up share capital of P&D. The proposed consolidation of the ordinary shares of P&D will be on the basis of every twenty (20) ordinary shares of RM0.05 each being consolidated into one (1) Share, thereby consolidating the 159,828,000 ordinary shares of RM0.05 each in P&D into 7,991,400 Shares credited as fully paid-up. Proposed Establishment Of A New Company FVD has been recently incorporated and is proposed to acquire the entire issued and paid-up share capital of ESB from the Vendors. FVD is also proposed to assume the listing status of P&D. Proposed Share Swap FVD will acquire the entire issued and paid-up share capital of P&D after the Proposed Capital Reduction And Consolidation, comprising 7,991,400 P&D Shares, for a total purchase consideration of RM7,991,400, to be satisfied by the issuance of 7,991,400 new FVD Shares at par and credited as fully paid-up. Proposed Debt Compromise Scheme Companies The companies within the P&D Group involved in the Proposed Debt Compromise are P&D and Redztikah Sdn Bhd (Redztikah). All corporate guarantees given by P&D to the creditors of Invescor Ventures Sdn Bhd (Invescor), a wholly-owned subsidiary of P&D and the subsidiaries of Invescor will also be restructured via the Proposed Debt Compromise. Scheme Amounts The Scheme Amount is the amount of liability (actual or contingent, as the case may be) owing by a Scheme Company to such Scheme Creditor, which is the subject of the Proposed Debt Compromise. The Scheme Amount to each of the Scheme Creditor is generally the principal amount due together with any contractual unpaid interest, at non-default interest rate, on any of such principal amount as at 31 December 1999. The outstanding amount of any contingent unsecured liability is subject to the establishment of the actual liability. The Scheme Amounts for the Scheme Creditors are based on the amounts confirmed by the Scheme Creditors in the proof of debt exercise carried out on 8 November 2000. Scheme Creditors The Scheme Creditors identified in the Proposed Debt Compromise comprise financial institution creditors, Pengurusan Danaharta Nasional Berhad, Danaharta Managers Sdn Bhd, Danaharta Urus Sdn Bhd, and non-financial institution creditors in relation to corporate guarantees provided to creditors of Invescor, and a contingent creditor in relation to a corporate guarantee provided by P&D. The Proposed Restructuring Scheme excludes lease and hire purchase creditors, all preferential creditors and statutory debts, trade and other general unsecured creditors, as these creditors of the Scheme Companies will be paid in full in the ordinary course of business. All other operating expenses, which will continue to be incurred, will also be paid in the ordinary course of business. An outline of the principal terms of the Proposed Debt Compromise is set out in Table 1. The proposed settlement to the Scheme Creditors will be via the issuance of FVD RCSLS and ICULS. The principal terms of the RCSLS and ICULS are set out in Table 2 and Table 3 respectively. A summary of the settlement amounts to the Scheme Creditors is set out in Table 4. The said tables could be found at http://www.bankrupt.com/misc/TCRAP_P&D0814.pdf. Proposed Acquisition Of ESB FVD will acquire the entire issued and paid-up share capital of ESB. The purchase consideration of ESB shall be based on the audited consolidated NTA value of the ESB Group as at 31 December 2001 of RM366,896,240, adjusted for a discount of RM896,240. Alternatively, the purchase consideration shall be based on a value adjusted by the relevant authorities. The purchase consideration of the Proposed Acquisition Of ESB of RM366,000,000 is proposed to be satisfied via the issuance of the following: * 150,000,000 new FVD Shares at an issue price of RM1.00 each, credited as fully paid-up; and * RM216,000,000 nominal amount of 3-year 3.5% FVD ICULS at 100% of its nominal amount. The ESB Group The involvement of the ESB Group in the property development sector began in 1997 with the development of a commercial complex in Pahang, which was successfully completed in 1999. Presently, the ESB Group is involved in property development in Selangor Darul Ehsan. It has a total landbank of 1,692.97 acres located at Bukit Cherakah, Mukim Ijok, Kuala Selangor, Selangor Darul Ehsan, which is within the township of Bandar Alam Perdana. The landbank is located strategically along the new toll-free Shah Alam-Batu Arang Highway. Proposed Settlement Of Debts To Creditors Of The ESB Group Debts to certain creditors of the ESB Group amounting to RM244,000,000 is proposed to be settled via the issuance of the following: * 104,000,000 new FVD Shares at an issue price of RM1.00 each; and * RM140,000,000 nominal amount of 3-year 3.5% FVD ICULS at 100% of its nominal amount. Proposed Transfer Of Listing Status The listing status of P&D on the Main Board of the KLSE will be transferred to FVD upon the completion of the Proposed Restructuring Scheme. With reference to Table 9, which could be found at http://www.bankrupt.com/misc/TCRA_P&D0814.pdf,FVD will not be able to meet the 25% public spread requirement as stipulated by the Securities Commission (SC) upon completion of the Proposed Restructuring Scheme. Sufficient number of FVD Shares will be offered for sale or placed out, by the Vendors or the creditors of the ESB Group to meet the public spread requirement. Proposed Listing Of And Quotation For FVD Shares And ICULS FVD will apply to the KLSE for admission to the Official List and the listing of and quotation for the entire issued and paid- up share capital of FVD, inclusive of all the FVD Shares to be issued pursuant to the Proposed Restructuring Scheme, on the Main Board of the KLSE. FVD will also apply to the KLSE for the listing of and quotation for all FVD ICULS to be issued pursuant to the Proposed Restructuring Scheme and all FVD Shares to be issued upon conversion of the RCSLS and ICULS. Proposed Settlement And/Or Compromise With A Contingent Unsecured Creditor Of P&D There is a contingent unsecured creditor by virtue of a corporate guarantee or indemnity granted by P&D. The amount of the contingent liability is up to but not exceeding the sum of RM5,462,000. It is proposed that the Directors be authorized to enter into, if they so deem fit, a compromise and/or a settlement with the contingent unsecured creditor in respect of such contingent liability, on terms NOT more favorable than those applicable to the Contingent Unsecured Scheme Creditor under Class D. Status Of New FVD Shares All new FVD Shares to be issued pursuant to the Proposed Restructuring Scheme and upon conversion of the RCSLS and ICULS, shall rank pari passu in all respects with the then existing FVD Shares, except that the Shares shall not be entitled to any rights, dividends, allotment and/or other distributions declared before the issuance of the Shares or conversion of the RCSLS and ICULS. Exclusion Of Invescor And Its Subsidiaries Invescor and its subsidiaries are excluded from the Proposed Restructuring Scheme as the Invescor Group is currently insolvent and the liquidation administration of the Group is underway. Previously, Invescor was under the administration of Messrs. KPMG Corporate Recovery Services Sdn Bhd in their capacity as the Receiver and Manager of Invescor. At present, the Official Receiver is acting as the Liquidator of Invescor. RATIONALE FOR THE PROPOSED RESTRUCTURING SCHEME The extent of the P&D Group financial difficulties was made clear when the audited results of the P&D Group for the financial year ended 31 December 1999 were released. For the financial year ended 31 December 1999, the P&D Group suffered an audited consolidated loss, which amounted to RM139.6 million as compared to an audited consolidated loss of RM17.6 million for the financial year ended 31 December 1998. From a surplus of RM10.0 million as at 31 December 1998, the significant loss has resulted in a deficit in shareholders funds of RM134.5 million as at 31 December 1999. Shareholders' deficit as at 31 December 2000 was at RM123.8 million and subsequently, worsens to RM155.8 million as at 31 December 2001. On 26 February 2001, P&D announced to the KLSE that it has been deemed as an Affected Listed Issuer under Practice Note No. 4/2001 due to its negative shareholders' funds based on its audited financial statements for the financial year ended 31 December 1999. As an Affected Listed Issuer, P&D is required to regularize its financial condition by 31 December 2002, failing which, P&D may be de-listed. To regularize its financial condition, P&D had proposed a restructuring scheme, which would enable P&D to restructure and alleviate its current debt burden through debt waiver, and debt conversion into redeemable convertible secured loan stocks (RCSLS) and ICULS of FVD. By restructuring and extending the tenure of the liabilities of the Scheme Companies, it is expected that the Scheme Companies will be in a better position to meet its working capital needs in the near future and service future liabilities. The Proposed Acquisition Of ESB by FVD will provide a new source of earnings and cash flows to the new FVD Group. The Proposed Restructuring Scheme has been prepared with the primary objective of maximizing the amount recoverable to both the shareholders of P&D and the Scheme Creditors. Without the scheme, P&D is likely to face liquidation. In the event of liquidation, the shareholders of P&D, who rank last in the distribution of assets are unlikely to be able to recoup any of their investments. Furthermore, via the Proposed Share Swap, the shareholders of P&D will be able to continue to participate in the new FVD Group. As for the Scheme Creditors, they will receive better returns than they would have, had the Scheme Companies been liquidated. EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME Group Structure The Group Structure before and after the Proposed Restructuring Scheme is set out in Table 5 and Table 6 respectively at http://www.bankrupt.com/misc/TCRA_P&D0814.pdf. Issued And Paid-Up Share Capital The proforma effects of the Proposed Restructuring Scheme on the issued and paid-up share capital of P&D and FVD are set out in Table 7 at http://www.bankrupt.com/misc/TCRA_P&D0814.pdf. Net Tangible Asset The proforma effects of the Proposed Restructuring Scheme on the NTA position of P&D and FVD are set out in Table 8 at http://www.bankrupt.com/misc/TCRA_P&D0814.pdf. Shareholding Structure The effects of the Proposed Restructuring Scheme on the proforma shareholding structure of P&D and FVD, excluding the effects of an offer for sale or placement of FVD Shares by the Vendors or the creditors of the ESB Group to meet the 25% public spread requirement are set out in Table 9 at http://www.bankrupt.com/misc/TCRA_P&D0814.pdf. Earnings Barring unforeseen circumstances, the acquisition of the ESB Group is expected to contribute positively to the earnings of FVD. Gearing The proforma effects of the Proposed Restructuring Scheme on the gearing of P&D and FVD are set out in Table 10 at http://www.bankrupt.com/misc/TCRA_P&D0814.pdf PROPOSED WAIVER FROM UNDERTAKING A GENERAL OFFER Upon completion of the Proposed Restructuring Scheme, before conversion of the RCSLS and ICULS, the combined holding of certain shareholders of FVD will exceed 33%. Pursuant to Part II, Section 6 of the Malaysian Code on Take- Overs and Mergers 1998, these shareholders of FVD will be required to extend a mandatory general offer to the remaining shareholders of FVD to acquire all the remaining shares not already owned by them. In this connection, these shareholders of FVD will apply for a waiver from the SC under Practice Note 2.9.3 of the Malaysian Code on Take-Overs and Mergers 1998 in relation to rescue operations, on their obligations to make a mandatory general offer for the remaining FVD Shares not already owned by them. PROFIT GUARANTEE It is proposed that P&D take the necessary actions, including actions under the laws, on Siam Syntech Construction Public Company Ltd and Rekafina Sdn Bhd (collectively referred to as the "Profit Guarantee Guarantors") for the failure of the Profit Guarantee Guarantors to fulfill their obligations under the Profit Guarantee Agreement dated 12 June 1996. APPROVALS REQUIRED The Proposed Restructuring Scheme is further subject to and conditional upon approvals being obtained from the following: i) SC; ii) FIC; iii) MITI; iv) Bank Negara Malaysia for the settlement of debts due to a foreign creditor pursuant to the Proposed Restructuring Scheme; v) the KLSE for the transfer of listing status of P&D to FVD and the listing of and quotation for FVD Shares and ICULS; vi) the Scheme Creditors at Court Convened Meeting of Creditors to be convened pursuant to an Order of the Court in accordance with section 176(1) of the Companies Act, 1965; vii) the shareholders of P&D in relation to the capital reduction exercise at an Extraordinary General Meeting and Court Convened Meeting of Members pursuant to section 176(1) of the Companies Act, 1965; viii) the High Court of Malaya pursuant to sections 64 and 176(1) of the Companies Act, 1965; ix) the grant of a waiver from the SC to the Vendors and other relevant creditors of the ESB Group in respect of any obligations to carry out a mandatory offer for FVD Shares pursuant to the Malaysian Code of Take-overs and Mergers, 1998 arising from the Proposed Restructuring Scheme; and x) any other relevant authorities. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS' INTEREST None of the Directors have any material interest, direct or indirect in the Proposed Restructuring Scheme. ESTIMATED TIME FRAME FOR THE COMPLETION OF THE PROPOSED RESTRUCTURING SCHEME Barring any unforeseen circumstance and subject to granting of all the required approvals, the Proposed Restructuring Scheme is expected to be completed by the second quarter of 2003. ADVISER AmMerchant Bank has been appointed as the adviser to P&D for the Proposed Restructuring Scheme. DOCUMENTS FOR INSPECTION The conditional Restructuring Scheme Agreement shall be made available for inspection at the registered address of P&D at Suite 1301, 13th Floor City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor during business hours from Monday to Friday (except public holidays) from the date of this announcement up to and including the date of the Extraordinary General Meeting and Court Convened Meetings of Members and Creditors, whichever is later. SASHIP HOLDINGS: Submits Capital Reduction Petition to Court ------------------------------------------------------------ Saship Holdings Berhad submitted a petition to reduce the capital of Sabah Shipyard Sdn Bhd from RM241,250,000.00 to RM12,062,500.00 and its capital from RM233,100,776.00 to RM46,620,155.00. It also resolved to reduce the share premium accounts of Sabah Shipyard Sdn Bhd totaling RM1,131,000.00 and its own account totaling RM206,425,236.00. The petition was presented on June 21, 2002 to the High Court of Malaya at Kuala Lumpur was on the 21st day of June 2002 presented to the High Court of Malaya at Kuala Lumpur and is directed to be heard on September 2, 2002. To see a copy of the Petition Notice of Capital Reduction and Share Premium Accounts Consolidation of Sabah Shipyard Sdn Bhd and SHB, go to http://www.bankrupt.com/misc/TCRAP_SHB0814.pdf SRIWANI HOLDINGS: Enters Restructuring Agreements ------------------------------------------------- On behalf of Sriwani Holdings Berhad, Commerce International Merchant Bankers Berhad, in relation to the debt restructuring agreement (DRA) entered on June 28, 2002, with certain of their respective creditors (Scheme Creditors) in relation to the Proposals, announced that Multi Esprit Sdn. Bhd. (MESB) and the relevant Scheme Creditors have on 8 August 2002 entered into the following agreements pursuant to the DRA: (i) An ICPS-B Call Option Agreement for the proposed call option to be granted to MESB by certain of the Scheme Creditors for the purchase of up to 70% of the total irredeemable convertible preference shares of RM0.10 each in SHB (ICPS)-B1 (Option ICPS-B1) and ICPS-B2 (Option ICPS-B2) to be issued to them as compensation pursuant to the Proposed Creditors Scheme. For the purpose herein, Proposed Creditors Scheme refers to the proposed compromise and settlement arrangement between the Scheme Companies and the Scheme Creditors; (ii) An ICPS-B First Right Arrangement Agreement for the proposed first rights of refusal to be granted to MESB by certain of the Scheme Creditors for the purchase of up to 30% of the Option ICPS-B1 and the Option ICPS-B2; (iii) A Converted SHB Share Call Option Agreement for the proposed call option to be granted to MESB by certain of the Scheme Creditors for the purchase of up to 70% of the ordinary shares of RM1.00 in SHB (SHB Shares) arising from the conversion of the ICPS-D to be issued to them pursuant to the Proposed Creditors Scheme; (iv) A Converted SHB Share First Right Arrangement Agreement for the proposed first rights of refusal to be granted to MESB by certain of the Scheme Creditors for the purchase of up to 30% of SHB Shares arising from the conversion of the ICPS-D to be issued to them pursuant to the Proposed Creditors Scheme; and (v) A SHB Shares Call and Put Option Agreement for the proposed call option (SHB Share Call Option) and put option (SHB Share Put Option) arrangements between MESB and certain of the Scheme Creditors in respect of the SHB Shares to be issued to the Scheme Creditors for settlement of the amount owing to them pursuant to the Proposed Creditors Scheme. Other than the principal terms of SHB Share Call Option and SHB Share Put Option that have been varied, the principal terms of the above agreements are as set out in the announcement dated 28 June 2002. The varied principal terms of the SHB Share Call Option and SHB Share Put Option are as set out in Tables 1 and 2 respectively at http://www.bankrupt.com/misc/TCRAP_Sriwani0814.gif. The Proposals collectively refers to: � Proposed Capital Reduction and Consolidation; � Proposed Restricted Issue; � Proposed Rights Issue; � Proposed Debt Restructuring Scheme; � Proposed Assets Injection; and � Proposed Additional Issue TAJO BHD: Modifies Proposed Restructuring Exercise -------------------------------------------------- Public Merchant Bank Berhad, on behalf of the Board of Directors of Tajo Berhad, had on 10 June 2002, made the Company's requisite announcement detailing its financial regularization plans (Requisite Announcement), in compliance with the requirements of Practice Note 4/2001 of the Listing Requirements of Kuala Lumpur Stock Exchange. Following from the Requisite Announcement, Tajo had continued with discussions and negotiations with its major lenders. In this regard, PMBB, on behalf of the Board of Tajo announced variations to Tajo's Proposed Restructuring Exercise. The variations to the relevant proposals constituting Tajo's Proposed Restructuring Exercise are only in relation to: * Proposed Capital Reconstruction; * Proposed Rights Issue; * Proposed Debt Settlement; * Terms of the Warrants to be issued; and * Supplemental Agreements in respect of the Proposed Acquisitions With regards to the other proposals constituting Tajo's Proposed Restructuring Exercise, there will be no change to the terms as per the announcement dated 10 June 2002. It has also been proposed that upon completion of the Proposed Restructuring Exercise, Tajo/Mithril will establish an employees' share option scheme (Scheme) for the benefit of eligible employees and Executive Directors of Mithril (Proposed ESOS). Further details of the variations to the Proposed Restructuring Exercise and salient terms of the Proposed ESOS as well as the financial effects thereto are set out in the full announcement found at http://www.bankrupt.com/misc/TCRAP_Tajo0814.doc. TECHNO ASIA: Administrators Submit Monthly Report to KLSE --------------------------------------------------------- Techno Asia Holdings Berhad, pursuant to PN 4/2001 in relation to paragraph 8.14 of the Revamped Listing Requirements of the Kuala Lumpur Stock Exchange (KLSE), being an affected listed issuer announced that the monthly report for the month of July 2002 accompanied by the statutory declaration duly executed by the Special Administrators had been submitted to the KLSE on 9th August, 2002. The Company also changed its registrar office. Below is the Change of Registrar Notice: Old registrar : M & C Services Sdn. Bhd. New registrar : Tenaga Koperat Sdn. Bhd. Address : 20th Floor, Plaza Permata, Jalan Kampar, Off Jalan Tun Razak, 50400 Kuala Lumpur Telephone No : 03-40416522 Facsimile No : 03-40426352 Effective date: 06/08/2002 TIME DOTCOM: Enters Related Party Purchase Transactions ------------------------------------------------------- Time Dotcom Berhad is carrying on the business of investment holding, provision of management and marketing/promotional services and retailing of telecommunications products. Pursuant to Paragraph 10.08 (1) of the KLSE Listing Requirements, the Company announced three (3) related party transactions entered into by the Company as set out in the table at http://www.bankrupt.com/misc/TCRAP_Time0814.pdf. These transactions were agreed upon based on terms which are not more favorable to the related party than those generally available to the public and will not have any material financial effect on the Company's earnings, NTA and share capital nor will they result in the change of substantial shareholders' holding in the Company. None of the transactions are subject to the approval of the shareholders or the relevant government authorities. The terms of the transactions were agreed upon on 18 June, 8 June and 23 April 2002 respectively. The purchase considerations were satisfied in cash from internally generated fund. Save as disclosed herein and as far as the Directors are able to ascertain, none of the Directors and/or major shareholders of the Company or its subsidiaries and/or persons connected to them has any interest, direct or indirect, in the said related party transactions. * CDRC Shuts Down, Issues Status on Outstanding Accounts -------------------------------------------------------- The Corporate Debt Restructuring Committee (CDRC) announced its closure as of 31 July 2002. The CDRC, the voluntary body which was set up in 1998 to mediate and assist in the debt restructuring of viable companies, has resolved 57 accounts with a total debt of RM45.8 billion. Only four (4) accounts with a total debt of RM11.14 billion i.e., Lion Group, Land & General Bhd, Metroplex Bhd and Intrakota Komposit Sdn Bhd remained outstanding as at 31 July 2002. Subsequently, on 5 August 2002, Metroplex Bhd withdrew itself from the purview of CDRC while Intrakota Komposit Sdn Bhd was discharged from CDRC. The resolution of their debts totaling RM1.88 billion will take place outside the auspices of the CDRC. The status of the remaining two accounts with a total debt of RM9.3 billion are as follows: Lion Group (RM8.6 billion) An explanatory statement, which sets out details of the proposal and plans for restructuring as approved by both the Creditors Steering Committee of Lion Group and the Securities Commission will be, sent out to all creditors. Creditors are expected to vote on the proposal in end August/early September 2002 after receipt of the explanatory statement. Land & General Bhd (RM668 million) The local creditors have signed the Debt Restructuring Agreement. The company's bondholders are scheduled to vote on the debt restructuring scheme in mid August 2002. Upon the closure of CDRC, the above two outstanding accounts will be monitored by the respective account's Creditors Steering Committee and Pengurusan Danaharta Nasional Berhad. ===================== P H I L I P P I N E S ===================== ALL ASIA: Parent Will Not Block Investors; Union Demands Pay ------------------------------------------------------------ All Asia Capital and Trust Corporation has promised not to block any investors who want to acquire All Asia Bank, Cebu Daily News reported Monday, citing All Asia Bank Davao Branch Manager, Shirley Taquero. Taquero said the bank's employees' union has demanded the parent Company that they will be paid for the month of August or separation pay if necessary. All Asia Bank was put under receivership to the PDIC on August 2 because the mother Company can no longer comply with the new policy of the Bangko Sentral ng Pilipinas (BSP) to increase the capital requirement of all financial institutions. Oscar Lisaw, bank branching head of the bank, estimated that the new capital requirement for the thrift bank outside of Metro Manila could reach about P50-60 million. The present requirement of the Central Bank for provincial thrift bank is about P40 million. According to TCR-AP, as of June 30, the bank has estimated deposit liabilities of P712.84 million and about 35,000 accounts. All Asiabank's head office is located in Davao City with branches in the Buhangin district; Digos City in Davao del Sur, Tagum City in Davao del Norte; Coronadal South Cotabato and General Santos City also in South Cotabato. NATIONAL POWER: PEPOA Pledges Support on SPEED Pricing Program -------------------------------------------------------------- Large commercial and industrial electric users outside the Manila Electric Co. (Meralco) franchise area are also expected to enjoy lower power rates, the Philippine Department of Energy reports. In a meeting with Energy Secretary Vincent S. Perez, Jr., members of the Philippine Electric Plant Owners Association (PEPOA) signified keen interests to also provide pricing incentives to large commercial and industrial electric users in their respective areas where there is an excess power supply. PEPOA is an organization of private electric utilities nationwide. Among its members are: Angeles Electric Corp., Cagayan Electric Power & Light Co. (CEPALCO), Davao Light & Power Co. (DALIGHT), Iligan Light & Power, Inc. Mactan Electric Co., Tarlac Electric Inc., San Fernando Electric Light & Power Co. and Visayan Electric Co. (VECO). "We are very pleased to announce that other utilities led by the PEPOA members have also heeded the call of President Arroyo to stimulate electricity demand and optimize the utilization of the excess power capacity by offering discounts on the incremental consumption of power above the current base load. This in effect will expand the coverage of our SPEED (Special Pricing to Enhance Electricity Demand) program that will be offered to large industrial and commercial consumers in the Meralco franchise area," Secretary Perez said. SPEED, which is a joint initiative by the Department of Energy (DoE) and the Department of Trade and Industry (DTI), will be initially implemented by the National Power Corp. (Napocor) and the Manila Electric Co. (Meralco). It will be recalled that President Arroyo during her State-of-the-Nation-Address (SONA) specifically ordered the two power companies-Meralco and Napocor- "to work together to give price incentives to large users so that excess power can be utilized, economic activity can be encouraged, and jobs can be created." Offering of pricing incentives is one of the President's 10 Point Plan to reduce electricity rates. "The strong interests shown by other distribution utilities boost up the government's impetus to bring down the industrial costs of power in the country and make our industries competitive with the rest of the Asian neighbors. But while various electric utilities they have shown support in the SPEED program, we have to work out a scheme that specifically responds to the market realities in their respective areas," Secretary Perez said. In the Meralco franchise area, SPEED will be implemented in phases. The first phase will allow some 219 large industrial customers with a minimum of 1,000 kW monthly demand and above to avail of the program starting in September. The second phase will allow another 437 industrial customers with a minimum of 500 kW monthly demand to be included by October this year. Meralco and Napocor will give fixed discount of 92-centavos and 80-centavos per kWh respectively for a minimum period of one month or a maximum of 24 months. This will cut the price of electricity to P2.30 per kilowatt hour (kWh) from the present P3.10 for Napocor industrial customers and P2.80 per kWh from the present P3.72 per kWh for Meralco industrial customers. The price discount will be applied on the customer's incremental consumption or above its customer base line (CBL). The SPEED pricing program will have to be approved by the Energy Regulatory Commission (ERC). For more information, go to http://www.doe.gov.ph NATIONAL STEEL: Rehab Requires Tariff Protection ------------------------------------------------ The government must first put in place continued tariff protection for intermediate steel products to attract investors in the National Steel Corporation (NSC), the Philippine Start reported Tuesday, citing an unnamed prospective bidder. NSC had petitioned the Tariff Commission for continued tariff protection for imported steel billets and cold and hot-rolled coils. Steel billets are currently slapped a three-percent tariff. Under the soon to be implemented Common Effective Preferential Tariff (CEPT) program of the Asean Free Trade Agreement (AFTA), ASEAN members are supposed to drop their effective tariff to between zero and five percent starting January 2003. Three parties who submitted formal bids for NSC in 2001 are Allengoal Steel, Cathay Pacific Steel Corp. and Voest Alpine. PICOP Resources: Corporate Life Status Update --------------------------------------------- Picop Resources Corporation, with reference to Circular for Brokers No. 1901-2002 dated July 24, 2002 in connection with the expiration of the Company's corporate life on March 31, 2002. The Philippine Stock Exchange is in receipt of a letter from the Securities and Exchange Commission (SEC) pertaining to the status of the Company's corporate life. In view of the cessation of the corporate life of the Company, as stated in the attached letter of the SEC, the Exchange will impose an indefinite suspension on the trading of the shares of the Company effective August 12, 2002. A copy of the SEC`s letter is located at http://bankrupt.com/misc/TCRAP_Picop0813.pdf According to Wright Investors Service, at the end of 2001, PICOP Resources Incorporated had negative working capital, as current liabilities were 1.71 billion Philippine Pesos while total current assets were only 1.29 billion Philippine Pesos. The Group's principal activity is the manufacturing of wood and paper products. The wood coming from the forests are used to produce veneer, plywood, lumber and paper products consisting of newsprint and kraft. Paper products accounted for 65 percent of 2001 revenues and Timber products, 35 percent. PHILIPPINE LONG: Clarifies Digitel License Report ------------------------------------------------- The Philippine Long Distance & Telephone Co. responded to the news article entitled "Smart asks gov't to cancel Digitel license" published in the August 8, 2002 issue of the Philippine Star. The article reported that, PLDT subsidiary Smart Communications Inc. asked the government to cancel the provisional license of Gokongwei wireless firm Digital Telecommunications Inc. (Digitel). In a petition filed with the National Telecommunications Commission on Friday, a copy of which was obtained by the STAR, Smart said Digitel failed to complete the installation and commence commercial operations of its cellular mobile system within the prescribed period. 'Apparently, Digitel has shifted its strategy. From operating as the third CMTS operator next to Smart and Globe Telecom, Digitel is now seeking to take over the leading position through the acquisition by the Gokongweis of PLDT. This defeats the purpose for which the provisional authority was granted to it, Smart legal affairs division head Rogelio Quevedo told the STAR. It was also alleged in the complaint seeking to cancel Digitel's CMTS license that based on the findings of the NTC common carriers accreditation department itself, Digitel incurred considerable delay in the implementation of phase one of its mobile telephony project, which is to put up 98,696 lines within 18 months from the grant of the provisional authority. According to Smart, failure by Digitel to fulfill the conditions set in its provisional authority is a ground for the cancellation of its provisional authority to engage in the CMTS business. Digital Telecommunications Philippines, Inc. (DGTL), in its letter dated August 8, 2002, clarified that: "Please be informed that there is no truth to the news report that Digitel is holding back on its investments in the cellular network infrastructure. Digitel is proceeding with the implementation of its CMTS network. In fact, Digitel already has a working CMTS network and it had already asked the NTC to intervene in its interconnection negotiation with SMART in view of the latter's refusal to interconnect Digitel's CMTS network. The NTC has scheduled another meeting this Friday in this regard and the present administrative case subject of the press release is merely a dilatory tactic being used by SMART to frustrate the implementation of the government's mandate for the interconnection of all telecommunications network as embodied in Executive Order 59 and Republic Act 7925 of the Public Telecoms Act of 1995. For a copy of the press release, go to http://bankrupt.com/misc/TCRAP_PLDT0813.pdf ================= S I N G A P O R E ================= ASIA PULP: Likely to Have Five Financial Controllers ---------------------------------------------------- Asia Pulp and Paper (APP) may have financial controllers from IBRA to help monitor the Company's cash flow, according to DebtTraders analysts, Daniel Fan (852-2537-4111) and Blythe Berselli (1-212-247-5300), citing the Bloomberg news. IBRA will discuss the details with creditors on Thursday. APP will not be able to pay $100 million to IBRA until the fourth quarter. The Company deposited only $30 million last month and offers to pay $10-20 million per month ahead of the hearing on Wednesday. The Company's debt in China is current. APP suffered from a collapse in pulp prices to $350 per tonne from a peak of $1,000 per tonne in 2000. CK TANG LTD: Chairman to Acquire Loss-Making Orchard Store ---------------------------------------------------------- Tang Wee Sung, Chairman of CK Tang Ltd, may buy the five-story Orchard store of the loss-making firm, the Business Times reported. The sale of the store, which sits on a freehold site, is one way for CK Tang to break away from its loan agreement with United Overseas Bank. According to Tang, the store could be sold to his privately controlled vehicle Tang Choon Keng Realty. The store was valued at S$238 million as of March 31, 2002. The newspaper said a major source of CK Tang's losses in the past is high interest rates. It is paying an interest rate of 7.50 percent a year for a S$110 million loan it took from UOB. UOB had refused to allow CK Tang to refinance the loan but a provision of the loan agreement allows CK Tang to break away from the loan agreement if the store is sold, Tang said. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 159, August 13, 2002) TELEDATA LTD: Trims Interim Losses to $0.4M From 2M --------------------------------------------------- Teledata Limited posted interim losses of $0.4 million versus $2 million in the previous year, GK Goh reports. Turnover grew 14% to $38 million due to completion of two major projects as well as consolidation of Teledatacom Phils Inc, which turned from an associate into a subsidiary in Aug 2001. Gross profit fell 4% to $9.6m due to poorer margins of its completed projects. An exceptional gain of $1.1m (versus $0.5m loss yoy) arising from the divestment of e-Corp.net Pte Ltd helped to cut the bottom line losses. Outlook: Operating environment will continue to be difficult and competitive for the whole of 2002. The group will continue to streamline its operations in fiscal year 2002 to strengthen its market position. Since the half-year result announcement in Aug 2001, the external economic environment for the telecoms services industry has further deteriorated. As a result, the demand for the services of Teledata (Singapore) Limited and its subsidiaries has weakened significantly. In addition, several large domestic and international projects were deferred from 2001 to 2002. The Group expects the full year turnover for the year ending 31 December 2001 to be lower than that of the year ended 31 December 2000. The Group also expects the operating losses for the second half of FY 2001 to be significantly higher than that reported in the first half of FY 2001, resulting in a substantial loss for the full year. In addition, the Group will make substantial write-downs of inventory, trade receivables, and fixed and intangible assets. In view of the above, the Board of Directors of Teledata (Singapore) Limited has appointed KPMG Consulting Pte Ltd to assist them in assessing the performance and cash flow of the Group as well as debt restructuring options, and enter into negotiations with banks and bondholders. The Board has also requested that the Stock Exchange of Singapore suspend the trading of the shares of Teledata (Singapore) Limited for one day on 12 December 2001, in view of the fact that this announcement is made after 7.00pm. =============== T H A I L A N D =============== ADVANCE PAINT: Posts Capital Increase Report Form ------------------------------------------------- Advance Paint Chemical (Thailand) Public Company Limited posted a report, in accordance to its Rehabilitation Plan and with the permission order of the Central Bankruptcy Court of the red case No.1025/2544 as of 17 July 2002 in respect of the increasing of its capital/the allotment of the increasing shares detailed, as follows: 1. Capital increase: The Company has to perform the action according to the article 90/64 of the Bankruptcy Act. The registered capital of the company will be increase from Baht 34,800,250 up to Baht 1,674,800,250 by issuing of the new 164,000,000 ordinary shares at the per value of Baht 10 of each share . The amount of the increased capital will be Baht 1,640,000,000. 2. The Allotment of new shares: In reference to the Rehabilitation Plan and the order of the Central Bankruptcy Court in respect of the provision and the order for the company to allot the new 164,000,000 ordinary shares with Baht 10 per share and the total amount of Baht 1,640,000,000. Details are as follows: 2.1 Details of the Allotment -Private placement not more than 35 groups -The amount of shares 164,000,000 Baht -Sale price per shares 1 Baht -The subscribed & payment date: 7-9 Aug 2002, 14 Aug 2002 The sale offering is offered to limited group, according to the relevant announcements of the Securities and Exchange Commission. There is no the allotment for the existing shareholders. In the case of the allotment for any other persons, the details of such persons are as follows: - There is no any relationship between those persons and the company - The principle of share price setting. 2.2 There is no procedure on how to handle the case of the fragment. In the case that there will be the fragment from the allotment, The Plan Administrator, i.e. BangpaIn Planner Co., Ltd., shall have the authority to allot such unalloted shares to any persons in limited group according to the relevant announcement of the Securities and Exchange Commission at the price of Baht 1 (one) per share. 3. The schedule for the Shareholder Meeting to seek the approval for Capital Increase / Allotment of share. Where the company is in the rehabilitation process and is performing the activities as stipulated in the Rehabilitation Plan, the capital increase is one of the activities as described in the Plan and conformed to the court permission order as of 17 July 2002. In addition, in reference to the article 90/59 of the Bankruptcy Act, only the Plan Administration has its right to conduct the business and asset of the Company including the right of all shareholders except only for the right of shareholder to get the dividend. Therefore, there is no Shareholder meeting for the approval of this Capital Increase. 4. The application for Permission of Capital Increase with the Relevant Authorities and Conditions of such Permission. The Company shall apply for registration of the capital increase and amendment of the Memorandum of Association with Ministry of Commerce. Furthermore, the Company shall submit an application to the Stock Exchange to accept new shares as listed securities. 5. Objectives of Capital Increase and Application of the Increased Funds: The increase of Capital is intended to be paid for the debt of the company to its creditors at the discount rate as described in the Rehabilitation Plan. 6. Benefits to be obtained by the Company from the Capital Increase / Share Allotment The Company will be able to pay all of the debts at the discount rate according to the Plan. 7. Benefits to be obtained by Shareholders from the Capital Increase / Share Allotment - The rehabilitation process will be achieved. - The Company will be able to request for the share trading according to the regulation of the Stock Exchange. 8. Other necessary details for Shareholders in Supporting of their Approval of the Capital Increase / Share Allotment. - None- 9. Action Plan for the Capital Increase / Share Allotment Approved by the Board of Directors. - August 9,2002 Inform the SET. - August 9,2002 Share subscription close date. - August 14,2002 Share payment date. - August 15,2002 Register to the Ministry of Commerce of paid shares. - August 16,2002 Inform the SET of paid shares. NATURAL PARK: Fixes Share Registration Closing Date --------------------------------------------------- The Central Bankruptcy Court issued an order approving the Business Rehabilitation Plan as amended (Plan) of Natural Park Public Company Limited on 26 June 2002. According to the Plan, the Plan Administrator to carry out the increase of the registered capital to offer to the existing shareholders in proportion after the conversion of the creditors' debts into equity. The Plan Administrator therefore proceeds under the Plan, as follows: 1. To fix the closing date of the share registration on 23 August 2002, at 12.00 a.m. whereupon the shareholders whose names appear in the share register during the closing period will be entitled to subscribe for the capital increase shares. 2. To increase the capital of the Company at least 300 Million Baht but not exceeding 2,200 Million Baht, by issuing new ordinary shares to offer to the existing shareholders in proportion after the conversion of the creditors' debts into equity, which definitive details will be further notified to the shareholders after the completion of conversion of the creditors' debts into equity. SINOBRIT COMPANY: Files Business Reorganization Petition -------------------------------------------------------- Sinobrit Company Limited (DEBTOR), engaged in machines and accessories for developing computer programming system, filed its Petition for Business Reorganization was filed at the Central Bankruptcy Court: Black Case Number 558/2543 Red Case Number 605/2543 Petitioner: SINOBRIT COMPANY LIMITED Debts Owed to the Petitioning Creditor : 668,258,833.35 Baht Planner : AsianCapital and Consultant Company Limited Date of Court Acceptance of the Petition : July 20, 2000 Date of Examining the Petition: August 15, 2000 at 9.00 A.M. Court Order for Business Reorganization and Appointment of Planner : August 15, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Matichon Public Company Limited and Siam Rath Company Limited : August 21, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Government Gazette : September 7, 2000 Deadline for Planner to submit the Business Reorganization Plan to Official Receiver : December 7, 2000 Planner Postponed the date to submit the Business Reorganization Plan #1st : January 7, 2001 Planner postponed the Date to submit the Business Reorganization Plan #2nd : February 7, 2001 Appointment Date of the Creditors' meeting for the Plan Consideration : March 14, 2001 at 9.30 am. Convention Room no. 1105, 11th Floor Bangkok Insurance Building, South Sathorn Rd. The Meeting of Creditors had not passed the resolution accepting the plan Court had issued an Order Canceling the Order for Business Reorganization pursuant to Section 90/48 since April 20, 2001 Announcement of Court Order for Canceling the Reorganization : Matichon Public Company Limited and Siam Rath Company Limited : May 2, 2001 Announcement of Court Order for Canceling the Reorganization in Government Gazette : June 7, 2001 Contact : Miss Umaporn Tel, 6792525 ext 142 THAI WAH: Explains 2Q02 Profit Increase Variance ------------------------------------------------ Thai Wah Group Planner Co., Ltd. as the Plan Administrator Of Thai Wah Public Co., Ltd., offered the following explanation for the increase in profit of Bt692 million for the period ended June 30, 2002 as compared to the same period of 2001. 1. Increase in foreign exchange gains of Baht 709 million resulting from a Bt409 million gain in the translation of USD loans as compared to a loss of Bt300 million in the same period in 2001. 2. A Bt165 million reduction in interest expenses. In accordance with Thai Accounting Standard No. 34, "Troubled Debt Restructuring", the interest rate used in the calculation of future interest expenses was revised downwards to reflect the prevailing market interest rate. 3. Gross profit is Bt106 million lower as compared to the same period in 2001. Gains made in higher average selling price, was offset by lower sales volume and higher unit cost of sales. Sales volume dropped 34% resulting in a Bt63 million lower gross profit. Additionally, a strengthening in the average selling price (local and export selling prices increased 32% and 12% respectively) was offset by a 54% increase in unit cost of sales thus lowering the gross profit by another Baht 49 million. The increase in cost of sales is mainly due to a 44% increase in tapioca root prices which is the company's primary raw material. 4. Gain on sale of investment is Bt48 million lower in the current period as no transactions materialized whilst in 2001 the company sold its investment in a subsidiary. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***