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

                   A S I A   P A C I F I C

         Wednesday, November 20, 2002, Vol. 5, No. 230

                         Headlines

A U S T R A L I A

ADULTSHOP.COM LIMITED: ASX to Lift Trading Suspension Soon
ANACONDA NICKEL: Supreme Court OKs Secured Creditors Meeting
COLES MYER: Expect Fireworks in Annual General Meeting Today
OPEN TELECOMMUNICATIONS: Administration Ends, Directors Back


C H I N A   &   H O N G  K O N G

AEMPAC SHIPPING: Wind Up Petition to be Heard December 18
ARTIFICIAL LIFE: Third Quarter Net Losses Balloon to HK$1.3B
CHINA LOGISTICS: Fellow State Enterprise Comes to the Rescue
NEW WORLD: To Negotiate New Terms First, Before Selling Projects
SING LUNG: HK High Court to Hear Wind Up Petition December 4

YU FUNG: Hearing on Winding Up Petition Set for December 11


I N D O N E S I A

ASTRA INTERNATIONAL: Expects US$100 Million from Rights Issue
TEXMACO GROUP: Two Ailing Units Ink Restructuring Deal


J A P A N

DAIWA BANK: Suspends ATM Service With Asahi
DAIWA SECURITES: Clarifies Insider Trading Report
DAIWA SECURITIES: Insider Trading Scandal Hits Shares
EBARA CORPORATION: Widens H102 Net Loss to Y20.82B
FURUKAWA ELECTRIC: Posts FYH1 Net Loss of Y101.54B

NIPPON TELEGRAPH: Returns to Y33.16B Profit in H102
PENTAX CORPORATION: Swings Back Into Y3.93B Profit
SNOW BRAND: 13% Stake in Access Affiliate Sold for JPY1.94 BB


K O R E A

CHOHUNG BANK: Planning to Issue US$250M Bonds in December
GM DAEWOO: Releases First Post-Merger Car Model
DAEWOO SECURITIES: Embezzlement of US$14M Sparks Probe
HYUNDAI MOTOR: Extension of Contract For Treasury Stock Funds
HYUNDAI MOTOR: Equity Investment in Major Shareholder

KOREA ELECTRIC: Inviting Bids For US$250M Yen-Denominated Issue


M A L A Y S I A

LAND & GENERAL: Liquidates Non-performing Subsidiary
LAND & GENERAL: Appoints Liquidator for Three Subsidiaries
MYCOM BERHAD: Foreign Investment Committee OKs Recovery Plan
PARIT PERAK: Posts Proposed Corporate, Debt Restructuring Plans


P H I L I P P I N E S

C&P HOMES: Narrows Net Loss to P394M
GLASGOW CREDIT: Investors Can Claim 80% of Investments Nov 26
MANILA ELECTRIC: Post Notice of Supreme Court's Decision
MANILA ELECTRIC: Legal Arguments May Delay Payouts to Customers
MANILA ELECTRIC: Shares Down 40% After Court Ruling

MANILA ELECTRIC: Responds to PSE Queries
MANILA ELECTRIC: Government Delays 10% Stake Sale
METRO PACIFIC: Posts FY02 Financial Results
METRO PACIFIC: Signs US$90M Deal With Ayala Land
MULTITEL GROUP: May Have Amassed P25B From Pyramid Scam

PHILIPPINE LONG: Aims to Raise US$75-US$100M in 2003
PHILIPPINE LONG: Union Files Strike Notice to Protest Layoffs
UNITRUST DEV'T: Citystate Abandons Joint Bid with PBCom
UNITRUST DEVELOPMENT: CSB Responds to Revival Plan Report


S I N G A P O R E

PARKWAY HOLDINGS: Post Notice of Director's Interest
XPRESS HOLDINGS: Proposes Capital Reduction Exercise

     -  -  -  -  -  -  -  -

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


ADULTSHOP.COM LIMITED: ASX to Lift Trading Suspension Soon
----------------------------------------------------------
Adultshop.com will resume trading soon, says the Australian
Stock Exchange, adding that it only needs "some assurance that
their predictions of future earnings are supported by
management."

The company has been suspended from trading since October 15,
while it revised full-year earning results for 2001/02.  SHAW
Online says the company has come under fire in the last couple
of months for releasing contradictory profit forecasts.

In May, the report says, the company released revenue and profit
forecasts for the remainder of the calendar year 2002 with the
company saying net profits after tax for the full financial year
2001/2002 are forecasted to reach a total of more than AU$5.6
million.

Revenue from ordinary activities for the financial year
2001/2002 was forecasted to reach over AU$118 million, with
revenue set to reach over AU$106 million for the first half of
2002/2003, the company said at the time.  After this
announcement its shares soared 52% higher.

In July it announced a AU$6.3 million operating cash flow for
the fourth quarter. The company announced that receipts from
customers increased by more than AU$9 million to AU$42.3
million, up from AU$32.5 million, while cash reserves at the end
of the quarter also rose, up from AU$11.9 million to AU$17.5
million.

The company, in August, attributed the increase in operating
cash flow to "the continuing successful implementation of
various growth opportunities in the online entertainment
business, Today's Success."  The company also predicted that
revenue for the first half of 2002/2003 was set to reach over
AU$106 million, with net profit expected to more than double to
over AU$11.6 million.

But in September, the company shocked the market when it
revealed that it would not meet its previously projected first
half net profit of AU$11.6 million and will instead slip into
red.  The sex products company warned that based on revenue
results and changes to its operating conditions, financial
forecasts made in May would not be achieved.

The company also flagged a reduction in cash reserves from June
30, 2002, with cash reserves at December 31, 2002 expected to be
between $10-$12 million. It shares were hammered 57%, SHAW
Online said.

Subsequent revelations finally forced the Australian Securities
and Investments Commission (ASIC) to serve a notice to the
company under section 30 of the ASIC Act 2001 for the production
of various company records, including accounting records dealing
with the company's actual operating performance, budgets,
forecasts and projections for the period from 1 July 2001 to
date.

Adultshop.com said it would cooperate "fully" with ASIC.

"ASIC has advised that the notice should not be construed as any
indication that a contravention of the law has occurred,"
Adultshop.com said at the time.


ANACONDA NICKEL: Supreme Court OKs Secured Creditors Meeting
------------------------------------------------------------
The Supreme Court of Western Australia authorized Monday the
convening of a meeting of the secured scheme creditors of
Anaconda's two subsidiaries, Murrin Murrin Holdings Pty Limited
(MMH) and Anaconda Nickel Holdings Pty Ltd (ANH), to consider
and vote on their proposed respective schemes of arrangement.

MMH and ANH will dispatch an explanatory statement to their
secured creditors for consideration prior to voting at the
scheme creditors' meetings to be held on January 8, 2003.
Equivalent orders were made in respect of the parallel schemes
of arrangement proposed by Glencore Nickel Pty Limited and
Glenmurrin Pty Limited in relation to their secured scheme
creditors.

If the secured scheme creditors of MMH and ANH vote to approve
the schemes of arrangement, it is anticipated that the matter
will be retisted in the Supreme Court of Western Australia on
January 15, 2003 for final approval of the schemes.

Based on the current timetable for the schemes of arrangement,
the prospectus for the proposed rights issue is expected to be
lodged with the ASIC and ASX on January 16, 2003 and despatched
to shareholders by January 29, 2003.


COLES MYER: Expect Fireworks in Annual General Meeting Today
------------------------------------------------------------
Solomon Lew is expected to question, if not block, a crucial
chunk of vote during the annual general meeting today of
retailing giant Coles Myer, the Sydney Morning Herald said
yesterday.

Mr. Lew vowed Monday to take legal action, if necessary, against
the Coles Myer Employee Share Plan, which had earlier indicated
it would vote against his re-election.  Mr. Lew claims it was
inappropriate for directors of the share plan to vote against
him without consulting employee members.

The CML Share plan controls 27 million shares or about 2% of the
issued capital, the paper said.

Along with board ally, corporate and taxation lawyer Mark
Leibler, Mr. Lew needs a majority vote to retain his board seat.  
On Monday, the paper said, tens of thousands of yellow proxy
forms, apparently in favor of Mr. Lew's re-election, arrived at
the company's share registry.

The paper says as much as half the 1.2 billion Coles Myer shares
on issue may have been exercised ahead of the retailer's annual
meeting today, a participation rate well above last year's level
when about 30 percent of the shares were voted.   The annual
meeting starts at 10am today and is expected to be a marathon
sitting.  Each of the 11 candidates for the board is expected to
address shareholders.

With the support of Premier Investments, 52 percent owned by the
Lew family, and through other Lew family companies, he controls
about 9.7 percent of all Coles Myer shares on issue.  If he
secured 10 percent from retail shareholders, Mr. Lew would still
fall short of a majority, the paper said.

Eight of Coles Myer's 10 directors and a swathe of private
institutional investors plan to vote against Mr. Lew today.


OPEN TELECOMMUNICATIONS: Administration Ends, Directors Back
------------------------------------------------------------
This is a letter to the Australian Stock Exchange by Deloitte
Touche Tohmatsu in relation to the Deed of Company Arrangement
entered into by Open Telecommunications Limited.

"We refer to our previous announcement to the ASX of October 29,
2002.

"We advise that in accordance with section 444B of the
Corporations Act 2001 the Company and the Voluntary
Administrators executed a DCA prepared under section 444A of the
Act at 11am on November 18, 2002.

"Accordingly, the voluntary administration of the company has
come to an end and (under the terms of the DCA) control of the
company has reverted to its Directors.

"Creditors of the company will be advised of the execution of
the DCA and a copy of the DCA will be available for inspection
from the Australian Securities and Investment Commission upon
payment of the prescribed fee, as soon as practicable.

"Should creditors have any queries in relation to the operation
of the DCA they should contact our office on (02) 9322 7000.

"For future announcements or information regarding the position
of shareholders of the company, shareholders should consult the
company's web site at http://www.ot.com.auor e-mail  
investor@opentelecommunications.com

R W Whitton & P G Yates (SGD)
DEED ADMINISTRATORS

NOTES:

Directors called in Deloitte Touche Tohmatsu in July after
agreeing that the company was insolvent or likely to become
insolvent within the foreseeable future.

The company had previously planned to sell its OSS business, but
this did not materialize, forcing the company to file for
voluntary administration.

According to its Web site, the company is an established
supplier of software for telecommunications carriers.  It
provides innovative solutions that add value to a carrier's
business, while meeting the demands for quality and reliability
expected for their network.



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


AEMPAC SHIPPING: Wind Up Petition to be Heard December 18
---------------------------------------------------------
Aempac Shipping (Hong Kong) Limited faces a winding up petition,
which the High Court of Hong Kong will hear on December 18, 2002
at 9:30 in the morning.

Cheng Yiu Wing of Room 1113, Block 11, Pak Tin Estate, Kowloon,
Hong Kong filed the petition on October 16, 2002.  Tam Lee Po
Lin, Nina represents the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong


ARTIFICIAL LIFE: Third Quarter Net Losses Balloon to HK$1.3B
------------------------------------------------------------
Artificial Life, Inc. (OTC Bulletin Board: ALIF), a provider of
award winning intelligent software robots/intelligent agents and
leading edge life science technology, announced Friday its third
quarter 2002 results.
      
Revenues for the quarter ended September 30, 2002 were $100,000
as compared to $1,085,500 for the quarter ended September 30,
2001. The net loss for the quarter was $1,398,183 as compared to
a profit of $269,687 for the quarter ended September 30, 2001.
$870,000 or 62% of the net loss for the third quarter of 2002
are due to a bad debt allowance incurred for uncollectible
receivables from two insolvent German clients. The operational
expenses for the quarter ended September 30, 2002, include
expenses of $311,000 for new R&D efforts compared to $3,734 for
the third quarter of 2001.
      
The net loss per share for the third quarter of 2002 was $0.12
as compared to a net income of $0.03 for the quarter ended
September 30, 2001.
      
"In the third quarter we have resumed our R&D efforts and
related spending to develop the next generation of our
technology and to build new mobile computing and Asian language
based products and applications. The potential market
opportunities in these areas especially in Greater China are
tremendous," said Eberhard Schoeneburg, CEO of Artificial Life.
      
The Company also announced that it has terminated its contract
with its New York based COO Frank Namyslik. Mr. Namyslik also
resigned as a board member.
      
About Artificial Life, Inc.
      
Founded in 1994, Artificial Life, Inc. (OTC Bulletin Board:
ALIF) develops, markets, and supports intelligent, award winning
software robots and intelligent agents technology and provides
knowledge mining technology for life science applications and
bio-computing solutions.

The company offers a variety of unique products for applications
such as self-help, self-service, consultative selling, e-CRM, e-
Finance, Portfolio Management and Mobile Computing. Major
customers of Artificial Life include, among others, Advance
Bank, Credit Suisse First Boston, Eagle Star, Liechtenstein
Global Trust, MobilCom, PricewaterhouseCoopers, UBS and ZDF.
Artificial Life, Inc. is headquartered in Hong Kong. Detailed
information about Artificial Life, Inc. and its products is
available at http://www.artificial-life.com

For more information, contact E.Schoeneburg by e-mail:
esartificial-life.com


CHINA LOGISTICS: Fellow State Enterprise Comes to the Rescue
------------------------------------------------------------
State-owned China Logistics Group will soon be controlled by
China Chengtong Holdings, which recently came to its rescue,
said the South China Morning Post recently.

According to the paper, Chengtong, through subsidiary World
Gains (Holdings) has conditionally agreed to buy a 41.5 percent
stake in the mainland-backed logistics firm from the Hong Kong
branch of ABN Amro Bank for HK$54.73 million or nine HK cents
per share represents.   The purchase price is 67% below the
closing price of 25.5 HK cents on May 28, when China Logistics
last traded.
      
The transaction, authorized by mainland authorities, would make
Chengtong ultimately the largest shareholder in China Logistics,
which had been marred by controversies and financial trouble,
the report said.  World Gains would also make a mandatory
general offer under the takeover code at 9.04 HK cents per share
to gain control of more than 50 percent of the firm's voting
rights.
      
The paper says Chengtong is one of the largest state-owned
enterprises on the mainland directly supervised by the Central
Enterprise Work Committee.  It is engaged in logistics, metal
distribution, project investment, retail and information
services.  Previously named China Huatong Group, Chengtong
appeared to be linked to China Logistics.
      
China Huatong Distribution & Industry Development, a state-owned
firm being dissolved on the mainland, owns 6.82 percent of China
Logistics through its wholly owned subsidiary, Trade Sense
International.  Huatong Distribution has also put in a claim for
the 34.68 percent stake held by Pan Pacific Traders.  Pan
Pacific is controlled by former China Logistics chairman Yuen
Wai and another director.  But Huatong Distribution said it was
holding the shares in trust on its behalf, the paper said.
      
Pan Pacific and Trade Sense pledged the latest stake to ABN Amro
for a HK$74.1 million loan now in default.
      
In September, the paper says, PricewaterhouseCoopers refused to
audit the company's results for the six months to September last
year.  China Logistics posted hefty losses of HK$1.12 billion
and millions of Hong Kong dollars in provisions for the period.
          
Chengtong intends to hold its stake in China Logistics as a
long-term investment and will not change the listed firm's
principal activities, which are logistics and property and
strategic investment, the paper said.  Chengtong might inject
assets that were related to China Logistics, China Logistics
said.


NEW WORLD: To Negotiate New Terms First, Before Selling Projects
----------------------------------------------------------------
Soon-to-be renamed property developer ,New World Development,
has dropped its plan to sell 'problem' infrastructure projects
and will instead try to negotiate for new terms, The Standard
said yesterday.

New World Infrastructure deputy general manager Tommy Cheung
told the paper in a recent interview that management is
continuing to resolve the problems at 22 of 61 mainland
infrastructure projects to be injected into NWS Holdings, the
new company that will emerge following its present business
reorganization.

The paper said 17 projects are located in Shaoxing, and five in
Guangxi.  Most are toll roads.

"Most of them are now in the final stages and we will fix the
problems in the near future," Mr. Cheung told The Standard,
adding the projects concerned accounted for 23 percent of the
company's total investment, but less than 10 percent of earnings
from all traditional infrastructure investment.

But Mr. Cheung clarified that the idea to sell the projects has
not been abandoned completely.  He said this will only be
revived if new terms could not be worked out.  No projects,
however, will be sold at less than the face value of the
investments, he said.

Under the reorganization plan of the group, Hong Kong-listed
Pacific Ports would pay HK$10.2 billion for the debts and
infrastructure assets of New World Infrastructure and HK$10.9
billion for New World Services, the unlisted unit of New World
Development.

Pacific Ports would then be renamed NWS Holdings with its shares
being consolidated on a 10-for-one basis, the paper said.

The restructured NWS would have a consolidated net operating
cash inflow of HK$1.74 billion contributed from Pacific Ports,
NWS and the infrastructure assets of New World Infrastructure,
along with a consolidated net profit of some HK$1.63 billion.

At the end of June, NWS had consolidated cash on hand of HK$2.25
billion.  The HK$9.5 billion debt borne by NWS would be repaid
with HK$1 billion from the internal resources of NWS and HK$7
billion from bank loans.  The remainder would be repaid step by
step, with a target to settle HK$5 billion over the next three
years.

Standard & Poor's Ratings Services has assigned a preliminary
"BBB-" investment grade corporate credit rating to NWS, pending
the completion of the reorganization.


SING LUNG: HK High Court to Hear Wind Up Petition December 4
------------------------------------------------------------
A petition seeking the wind up of Sing Lung Curtain Wall
Engineering Company Limited is scheduled for hearing before the
High Court of Hong Kong on December 4, 2002 at 9:30 in the
morning.

Cheung Chun Wai of 5th Floor, 106 Ki Lung Street, Shamshuipo,
Kowloon, Hong Kong filed the petition on October 4, 2002.  Tam
Lee Po Lin, Nina represents the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.


YU FUNG: Hearing on Winding Up Petition Set for December 11
-----------------------------------------------------------
The High Court of Hong Kong will hear on December 11, 2002 at
9:30 in the morning the petition seeking the wind up of Yu Fung
Construction Company Limited.

Tang Moon Cheung Simon of Room 3510, Hei Ning House, Yuk Ning
Court, Tseung Kwan O, New Territories, Hong Kong brought the
petition on October 7, 2002.  Tam Lee Po Lin, Nina represents
the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong



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


ASTRA INTERNATIONAL: Expects US$100 Million from Rights Issue
-------------------------------------------------------------
The rights issue of Astra International, which is expected to
fetch at least US$100 million, are priced between 500 and 2,000
rupiah, the IndoExchange said yesterday.

Citing the company's registration statement to the Capital
Market Supervisory Agency (Bapepam), the news agency said
proceeds of the transaction will be used as follows:

(1) 60% to meet repayment of principal and interest of Astra's
    debt.

(2) The balance to be used as working capital, capital
    expenditure, debt buyback and investment on subsidiaries
    and/or associate companies.

Astra has indicated a wide price range to reflect the current
volatility in the equity markets as well as the uncertainty
surroundings Astra's debt restructuring process, the news agency
said.  The final subscription price and the number of rights
issued will be set prior to the Extraordinary Shareholders'
Meeting scheduled for December 16, 2002.

The execution of this rights issue plan will depend on the
result of Astra's ongoing debt restructuring.  If in the full
creditors' meeting, to be held November 26, 2002, a quorum is
not obtained, the rights issue will be postponed.

If the full creditors' meeting does not endorse the company's
recently modified debt-restructuring proposal, this rights issue
plan will be canceled altogether.  So far, Astra has enlisted
the backing of a creditors steering committee, which owns about
40% of its debts.

Astra believes that the debt restructuring combined with the
rights issue will result in stronger capital structure and will
give flexibility to support Astra's businesses now and in the
future.


TEXMACO GROUP: Two Ailing Units Ink Restructuring Deal
------------------------------------------------------
Two subsidiaries of Texmaco Group will be restructured in March
next year, says Asia Pulse, citing an unidentified company
spokesperson.

According to the report, Polysindo, a textile chemical producer,
and Texmaco Jaya, a textile company, have recently signed a
memorandum of understanding with their creditors including the
Indonesian Bank Restructuring Agency (IBRA).

In the first nine months of this year, Texmaco Jaya reported
sales amounting to Rp495 billion (US$55 million) down from Rp632
billion in the same period the previous year.  The report said
the company suffered a net loss of Rp99.7 billion in the period.

Both companies are publicly listed subsidiaries of Texmaco
Group.



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


DAIWA BANK: Suspends ATM Service With Asahi
-------------------------------------------
Daiwa Bank and Asahi Bank will suspend their automated teller
machine (ATMs) services at their branches to ensure a smooth
integration of their ATM networks, the Kyodo News said on
Tuesday.

Both firms will merge on March 1 to be reorganized into Resona
Bank and Saitama Resona Bank.

Daiwa Bank Holdings Inc's combined securities appraisal loss at
its five banks ballooned to 113.6 billion yen as of the end of
June, up from 70.7 billion yen three months earlier, due to a
depressed stock market, TCRAP reports.

The amount of non-performing loans at the five banks namely
Daiwa Bank, Asahi Bank, Kinki Osaka Bank, Nara Bank and Daiwa
Trust & Banking Co declined by 37.4 billion yen to 3,318.6
billion yen in the same period.


DAIWA SECURITES: Clarifies Insider Trading Report
-------------------------------------------------
Daiwa Securities SMBC, a unit of Daiwa Securities Group Inc.,
responds to media reports as follows:

Some sources of media have reported the possibility that a
former employee might have engaged in securities transactions
that could be considered insider trading. Daiwa Securites SMBC
has been investigating this situation in cooperation with the
Securities and Surveillance Committee. Daiwa have come to judge
that the transaction engaged in by the former employee was
against Securities Exchange Regulations. The following are the
facts that the Company has recovered.

The former employee was a General Manager of the Corporate Sales
Department. The former employee traded on corporate non-public
material information that he obtained through his line of
business. The transaction was conducted using accounts under
relatives name. The transaction was entered into before the
material information was made public and closed after it was
made public.

From executing the above transaction the former employee is
suspected of having acted against our Employee Conduct Rules as
well Rules governing fairness and Securities and Exchange Rules.

Disciplinary measures were taken following a Disciplinary Action
Committee held on September 20.

Although the former employee as an individual conducted the
above, nevertheless this individual was in a position to
instruct other people to abide the law. This conduct not only
affects the Daiwa Securities Group but also the publics'
confidence in the securities markets. Final disciplinary action
will be taken after all the details of the transaction are made
clear. The Securities and Surveillance Committee's investigation
is still under way.

To restore the publics' confidence in Daiwa, the Company will
act to reinforce their internal control system and take measures
to increase employee morale to prevent such incidents to reoccur
in the future.


DAIWA SECURITIES: Insider Trading Scandal Hits Shares
-----------------------------------------------------
Shares of Daiwa Securities Group Inc. fell more than 10 percent
to close at 525 yen, its lowest level since February 1999, after
its unit Daiwa Securities SMBC unveiled the dismissal of a
former corporate finance division head for using insider
information to make a trading gain, Reuters reported on Tuesday.

On November 16, 2002, Daiwa SMBC President Akira Kiyota called
an emergency news conference to confirm the insider scandal. He
said he would take management responsibility but indicated he
had no immediate plans to resign.

The Securities and Exchange Surveillance Commission (SESC) is
investigating what happened at Daiwa SMBC, a joint venture owned
60 percent by Daiwa Securities.

Depending on the outcome, Daiwa could face an administrative
penalty.


EBARA CORPORATION: Widens H102 Net Loss to Y20.82B
--------------------------------------------------
Ebara Corporation incurred a group net loss of 20.82 billion yen
in the first half of this year ending September, versus a loss
of 16.65 billion yen a year ago, due to decreased sales and one-
off losses, Kyodo News said on Tuesday.

The leading pump maker said its pretax loss came to 28.28
billion yen, also an increase from a loss of 27.24 billion yen a
year ago, on group sales of 183.32 billion yen, down 5.2
percent, due mainly to slumping corporate capital investments
and the government's public works.


FURUKAWA ELECTRIC: Posts FYH1 Net Loss of Y101.54B
--------------------------------------------------
Furukawa Electric Co. posted a group net loss of 101.54 billion
yen in the first half of this year, primarily due to hefty
appraisal losses linked to subsidiaries in the United States,
Japan Times reports.

The fiber optics maker marks a striking reversal from the group
net profit of 22.46 billion yen recorded in the first half of
last year.

The Company blamed the Company's poor showing on an ongoing
slump in the information technology, which forced it to log an
extraordinary loss and write down 46 billion yen in valuation
losses incurred by its U.S. optical fiber investments.

In fiscal 2001, Furukawa incurred a net loss of 3.38 billion yen
and a pretax profit of 7.64 billion yen on sales of 771.41
billion yen.


NIPPON TELEGRAPH: Returns to Y33.16B Profit in H102
---------------------------------------------------
Nippon Telegraph and Telephone Corporation (NTT) posted a profit
of 33.16 billion yen ($275.5 million) the first half of this
year, versus a loss of 232.07 billion yen in the same period of
last year, due to restructuring efforts, Reuters reported on
Monday.

The Company's sales dipped 1.7 percent from the same period last
year to 5.37 trillion yen.

Sales dropped for the first time since the Company's
privatization in 1985, possibly setting the stage for further
streamlining at the telecom giant.

In a major restructuring earlier this year, NTT's two regional
units, NTT East Corporation and NTT West Corporation,
transferred a total of about 100,000 workers to lower-paid jobs
at subsidiaries, helping improve NTT's profitability.


PENTAX CORPORATION: Swings Back Into Y3.93B Profit
--------------------------------------------------
Pentax Corporation reported a profit of 104 million yen in the
first half of this year to September, a reversal from a net loss
of 3.93 billion yen a year ago, Kyodo News said on Monday.

The manufacturer of Pentax brand cameras attributed the
turnaround to cost cuts as a result of restructuring, foreign
exchange gains and reduced interest expenses.


SNOW BRAND: 13% Stake in Access Affiliate Sold for JPY1.94 BB
-------------------------------------------------------------
Snow Brand Milk Products Co Ltd will sell a 13 percent stake in
its wholesale affiliate Access to Toyoda Automatic Loom Works
Ltd, Mitsui and Co Ltd, Kagome Co Ltd and two other firms for
JPY5.03 billion, a report from the AFX-Asia News said.

Under the deal, Toyota Motor Corp affiliate Toyoda will pay
JPY1.94 billion to acquire a 5 percent stake in Access, Mitsui
JPY969.4 million for 2.5 percent, and Kagome JPY499.5 billion
for 1.29 percent.

Kokubu and Co Ltd will pay JPY1.24 billion for a 3.19 percent
stake and Sapporo Breweries JPY387.8 billion for 1 percent.

The sale is designed to strengthen its financial health and is
part of its ongoing restructuring plan.

After the sale, the Company will hold a 10.24 percent stake in
Access, down from 23.22 percent before.

The transactions will take place between November 22-27. (M&A
REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 229, November 19,
2002)



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K O R E A
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CHOHUNG BANK: Planning to Issue US$250M Bonds in December
---------------------------------------------------------
Chohung Bank is planning to issue US$250 million of hybrid bonds
in December to bolster its capital base, Reuters said on Monday.

The Troubled Company Reporter-Asia Pacific reported that the
planned general strike to protest the government's plan to
privatize Chohung Bank will be delayed to December 4 from the
scheduled November 20, citing the Korea Financial Industry Union
(KFIU).

KFIU decided to put off the strike as the Public Fund Oversight
Committee, which oversees the use of public funds raised to bail
out insolvent financial firms, delayed a meeting on the Chohung
Bank sale from November 20 to December 4.


GM DAEWOO: Releases First Post-Merger Car Model
-----------------------------------------------
GM Daewoo Auto & Technology will showcase an array of cars,
entertainers and advanced technology at this year's 2002 Seoul
Motor Show, Nov. 20-29 at COEX in Samsung-dong, Seoul.

Making its first public appearance, the star of the GM DAEWOO
stand will be the all-new Lacetti. Lacetti is the first new
model from GM Daewoo since the inaugration of the Company three
weeks ago. GM Daewoo's exhibits will feature 17 cars including
two concept cars "Oto" and "Flex" and three models of the new
Lacetti intermediate car in the exhibition area of 1,768aZ­.

In this fourth Seoul Motor Show, GM Daewoo's exhibition theme
will be "Driving Innovation". Visitors will be able to trace the
evolution of the car from its early days to the future, which
includes fuel-cell vehicles that run on hydrogen and emit only a
few drops of water.

Two concept cars will be center stage for GM Daewoo to catch the
eyes of the visitors: First, a unique combination of a sports
car and a sports utility vehicle, called "Oto"; and the second,
called "Flex," a Multi Purpose Vehicle equipped with the latest
information technology.

Additionally, there will be special programs and events provided
to entertain the audience including a performance by pop divas
FinKL, a new Matiz Color commercial and numerous product and
technology narrations.

GM DAEWOO Stand Summary

Exhibition Theme: DRIVING INNOVATION

Dates: Press Day November 20, 2002 (1 day)
        Public Days: November 21-29 (9 days)

GM DAEWOO PRESS CONFERENCE: 11:30, Wednesday, November 20, 2002,
at the GM DAEWOO Stand

Venue: COEX Pacific Hall, Samsung-dong, Seoul

Exhibition Area: 1,768

Targets

Build up GM DAEWOO's new Company image at its first Motor Show
World premiere of the Lacetti for the general public Build up a
distinctive customer-orientated image Concept cars "Oto" and
"Flex" prove high tech approach Exhibition Vehicles

Concept Cars (2)
Oto (1), Flex (1)

Production cars (15)
Lacetti (3), Kalos (4), Magnus 2.5 (2), Matiz (1), Rezzo (1)

Special Models (4): Matiz (2), Rezzo (1), Magnus 2.0 (1)

Others
XK engine, Kalos Cut-away Model, GM Time Zone

GM Daewoo was launched Oct. 17 as a result of GM's takeover of
the bankrupt Daewoo Motor, the Troubled Company Reporter-Asia
Pacific reports. The world's largest automaker acquired 42.1
percent of GM Daewoo, while the state-run Korea Development
Bank, Suzuki Motor and Shanghai Automotive owned 33 percent,
14.9 percent and 10 percent, respectively. Unlike the new
Company name, GM Daewoo vehicles will continue to carry the
Daewoo brand at home and abroad.

For more information, go to
www.gm.com


DAEWOO SECURITIES: Embezzlement of US$14M Sparks Probe
------------------------------------------------------
The Korea Development Bank (KDB) investigated last week an
embezzlement case involving an employee of Daewoo Securities,
reports Asia in Focus.

KDB will look into claims that 17-billion won (US$14.07 million)
was stolen from the securities firm's client funds by an unnamed
employee.

KDB has yet to decide just how the employee will be punished, if
found guilty.

The Financial Supervisory Service (FSS) has also launched an
investigation of its own into the matter.

According to the Troubled Company Reporter-Asia Pacific, shares
of Daewoo Securities Co. fell 130 won, or 2.5 percent, to 5,080
on November 12.

The brokerage, which is up for sale, posted a wider net loss of
36.7 billion won in the three months ending September 30,
compared with 11 billion won loss based on preliminary figures
announced in October.


HYUNDAI MOTOR: Extension of Contract For Treasury Stock Funds
-------------------------------------------------------------
Hyundai Motors Company posted a notice of extension of contract
for its treasury stock funds as follows:

Disclosure date: November 15, 2002
Disclosure title: Extension of Contract for Treasury Stock Funds

1.  Title of contract: Treasury Stock Funds

2.  Purpose of extension: To stabilize price of stocks issued
                          by HMC

3.  Contract amount
    1) Contract amount before extension: KRW 4,000,000,000
    2) Extended contract amount: KRW 4,000,000,000

4.  Names of trust companies:
    Daehan Investment Trust Securities Co., Ltd.
    Korea Investment Trust Management & Securities Co., Ltd
    Hyundai Investment & Securities Co., Ltd.

5.  Date of initial contract: Dec. 2, 1992

6.  Extension period:  Dec. 2, 2002 - Dec. 1, 2007

7.  Date of extension contract: Dec. 2, 2002

8.  Status of treasury stock before extension contract

Acquisition through )Type of shares       Number of shares %

Market              )Common shares                         
                    )Preferred shares      1,950,960 0.69

Trust Contract and  )Common Shares         1,011,070 0.36)
Others              )Preferred shares      1,218,300 0.43

9.  Existing trust contract before extension contract

1) Trust companies:

   Daehan Investment Trust Securities Co., Ltd.
   Korea Investment Trust Management & Securities Co., Ltd
   Hyundai Investment & Securities Co., Ltd

2) Amount of contract: KRW 58,857,000,000

10.   Date of board resolution:  Nov. 15, 2002
    - Four out of four outside directors were present.
    - Three out of three audits were present.

11.   Others

1) This contract is extended due to the expiration of contract
for Treasury Stock Funds

2) The above 8 number includes contract of Trust Cash Funds as    
of Nov. 15, 2002.

3) The above details may be changed according to the concerned    
ordinances.

(Detail of extension contract for Treasury Stock Funds)

Names of        Contract Amount           Date of initial
contract
Trust companies  (KRW)

DITS             1,400,000,000            Dec. 2, 1992
KITMS            1,400,000,000            Dec. 2, 1992
HIS              1,400,000,000            Dec. 2, 1992

DITS : Daehan Investment Trust Securities Co., Ltd.
KITMS : Korea Investment Trust Management & Securities Co., Ltd
HIS : Hyundai Investment & Securities Co., Ltd

According to Wright Investor's Service, at the end of 2001,
Hyundai Motor Company Limited had negative working capital, as
current liabilities were 17.88 trillion Korean Won while total
current assets were only 12.04 trillion Korean Won.


HYUNDAI MOTOR: Equity Investment in Major Shareholder
----------------------------------------------------
Hyundai Motor Company announced its equity investment in major
shareholder Hyunda-Powertech Inc. as follows:

1.  Name of invested company: Hyundai-Powertech Inc.
- Relationship with company: Affiliated company

2.  Contents of investment
- Date of investment: Early in Dec. 2002(expected)
- Object of investment: 6,000,000 registered common shares
- Investment amount: KRW 30,000,000,000
- Total accumulated investment amount: KRW 70,000,000,000

3.  Purpose of investment:
Participation in rights offering

4.  Date of board resolution:  Nov. 15, 2002
- 4 out of 4 outside directors were present.
- 3 out of 3 auditors were present.

5.  Others:
- The above investment amount is as per KRW 5,000 per share.
- Detail matters other than the above are to be delegated to
   the Representative Director.


KOREA ELECTRIC: Inviting Bids For US$250M Yen-Denominated Issue
---------------------------------------------------------------
The Korea Electric Power Corporation (KEPCO) has invited bids
for a US$250 million-equivalent yen-denominated issue and
responses were supposed to have been due on November 13, Reuters
reports.

The five-year deal is targeted for launched in December.

KEPCO issued a $650 million 4.25 percent five-year bond in
September of this year. Deutsche Bank Securities Inc., Goldman
Sachs & Co., Salomon Smith Barney Inc. and UBS Warburg jointly
lead managed the bond offering, The Troubled Company Reporter-
Asia Pacific reported earlier this month.

According to Wright Investor's Service, at the end of 2001,
Hyundai Motor Company Limited had negative working capital, as
current liabilities were 17.88 trillion Korean Won while total
current assets were only 12.04 trillion Korean Won.



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


LAND & GENERAL: Liquidates Non-performing Subsidiary
----------------------------------------------------
Land & General Berhad wish to inform that Lang Sawmills Sdn Bhd
(Lang Sawmills), a wholly owned subsidiary of L&G, has been
placed under Member's Voluntary Winding-Up pursuant to Section
254(1)(b) of the Companies Act, 1965.  Chuah Seong Phaik of
Messrs Paul Chuah & Co., No. 17, Jalan Ipoh Kecil, 50350 Kuala
Lumpur has been appointed as Liquidator of Lang Sawmills. The
appointment of Liquidator is subject to the approval of the
shareholder of Lang Sawmills at an Extraordinary General Meeting
to be convened. The Form of Declaration of Solvency has been
lodged with the Companies Commission of Malaysia on November 18,
2002.

Lang Sawmills has been dormant and there is no future plan to
activate the company.  The Company's total cost of investment in
Lang Sawmills is RM6,803,175.00.

At L&G (Company level), no expected loss is envisaged to be
arising from the voluntary winding-up of Lang Sawmills for the
year ending December 31, 2002 as the cost of investment and
inter-company advances have been fully provided for by the
Company in prior years.

The voluntary winding-up of Lang Sawmills is not expected to
have any material impact on the net tangible assets and earnings
per share of the L&G Group for the financial year ending
December 31, 2002.

COMPANY PROFILE

Originally a sawmiller, trader in sawn timber and also a
manufacturer and trader in timber mouldings, the L & G Group
subsequently expanded its activities to include real estate
development, timber logging and downstream processing,
manufacturing of polyvinyl chloride resins, compound and PVC
products, marine transportation and support services to the oil
and gas sector, education, and high technology.

Currently, the businesses of the L&G Group are divided into
property development and investment. Property development is the
main core business activity.

Among its property development projects are Bandar Sungai Buaya,
Lembah Beringin and Bandar Sri Damansara.

Subsidiary, Sri Damansara Sdn Bhd is the developer of Bandar Sri
Damansara, the Group signature development. Bandar Sri Damansara
is located north west of central Kuala Lumpur and has easy
access to various expressways including the North-South
Expressway and the Damansara-Puchong Expressway. Measuring 1,259
acres, It is substantially developed. As an integrated self-
sufficient township, Bandar Sri Damansara has a comprehensive
development mix of residential, commercial and industrial units
as well as social facilities, schools, a college, a mosque and a
recreation club.

Another subsidiary, Lembah Beringin Sdn Bhd (LBSB) is the
developer of Lembah Beringin. The development is situated in the
northern part of Selangor, and 35 minutes drive from Kuala
Lumpur. Lembah Beringin comprises approx. 2,700 acres, of which
2,000 acres have been opened for development. The township is
serviced by an interchange with the North-South Expressway.
Presently, Lembah Beringin offers residential, commercial and
industrial units, a public golf course and a college. A primary
school is expected to be completed in 2003.

Bandar Sungai Buaya is developed by subsidiary, Bandar Sungai
Buaya Sdn Bhd. The township is in the area of Ulu Selangor,
Selangor. It comprises residential, commercial and industrial
units. Since 1996, Bandar Sungai Buaya has launched over 3,300
units of which 90% have been sold.

The L&G Group also holds various other property interests which
are largely self-funding or currently dormant. Notable interests
include the World Trade Centre, Hidden Valley and Flinders Wharf
all located in Melbourne, Australia, and the Plaza Putra,
Dataran Merdeka, Kuala Lumpur.

The L&G Investment division comprises mainly education, timber
and oil and gas operations.

Education operations provide quality educational facilities and
services from kindergarten to tertiary level. The Group offers a
full range of co-educational schooling through Sekolah Bestari,
a private school, and Manjaria Kindergarten at Bandar Sri
Damansara. In addition, it operates a private higher education
institution, the L&G Twintech Institute of Technology, which has
a branch campus in Kuching, Sarawak.

L&G's forestry and timber interests are represented by sub-
subsidiaries under Overseas & General Limited (OGL), which is
listed on the Australian Stock Exchange. The OGL group holds a
timber concession, sawmill and moulding and kiln-drying plant in
Fiji.

L&G also holds a 17.15% stake in ANSAD Petrol JV, which pursues
oil and gas exploration and production activities in the
Republic of Azerbaijan.

The Group is presently pursuing the restructuring of its
financial obligations to contractors, creditors and bank lenders
as well as its Euro convertible bondholders. On May 20, 2002 L&G
made a Bumi Armada Berhad (BAB) swap offer involving the
settlement of approx. RM207 million owing by the L&G Group to
financial institutions and bondholders in exchange for
29,634,164 shares of BAB owned by the L&G Group. On September 5,
2002, L&G completed the swap. As part of the debt restructuring,
L&G also proposed settlement of its remaining indebtedness due
to financial institutions and bondholders amounting to approx.
RM450 million. Approval from the FIC for the scheme was obtained
on August 8, 2002. The scheme is currently pending approval from
SC, BNM, KLSE and shareholders of L&G.

Meanwhile, the Group is undertaking a program to dispose of its
non-core assets. To-date L&G has disposed its entire equity
interests in Armada Tankers Sdn Bhd, Cakara Alam (PNG) Ltd (held
through subsidiary Overseas & General Ltd), and Perlis
Consolidated Sdn Bhd. Other disposals pending completion are
Industrial Resins (Malaysia) Berhad and Kinley Trading Limited
(ultimately the disposal of PT Wapoga Mutiaria Industries).

On August 20, 2002, L&G successfully completed the termination
of the JV with KL-Kepong Property Holdings Sdn Bhd in relation
to the joint- development of Lembah Beringin. The termination
resulted in L&G holding 100% equity interest in Lembah Beringin
Sdn Bhd and other subsidiaries.

On August 12, 2001, subsidiary Bandar Sungai Buaya Sdn Bhd (BSB)
defaulted on its financial obligation to redeem 41,000
redeemable preference shares amounting to RM41,000 and to settle
a deferred cash payment of RM28,464,264 which represent partial
settlement of the purchase consideration for the acquisition of
3,094.5 acres of land in 1996 by BSB from Murna Jaya Development
Bhd (MJD). On August 9, 2002, the Company and BSB agreed to
terminate the JVA entered with MJD for the development of Bandar
Sungai Buaya township. BSB, as a result, would return land
measuring in aggregate approx. 1,617 acres to MJD. This proposal
is pending approval of KLSE and shareholders of L&G.

CONTACT INFORMATION: 2nd Floor, 7 Persiaran Dagang
                     Bandar Sri Damansara
                     52200 Kuala Lumpur
                     Tel: 03-6275 7788
                     Fax: 03-6277 7061


LAND & GENERAL: Appoints Liquidator for Three Subsidiaries
----------------------------------------------------------
Land & General Berhad wishes to inform that the following
subsidiary companies have been placed under Creditors' Voluntary
Winding-Up pursuant to Section 255(1) of the Companies Act,
1965.

Chuah Seong Phaik of Messrs Paul Chuah & Co., No. 17, Jalan Ipoh
Kecil, 50350 Kuala Lumpur has been appointed as Provisional
Liquidator of the said companies.

"The Statutory Declaration of Inability of Company to Continue
Business, and that Meetings of the Company and its Creditors
Have Been Summoned" forms have been lodged with the Companies
Commission of Malaysia on November 18, 2002.

Name of Companies                     Effective Equity Interest  

(1) Lang Sensor Technology Sdn Bhd               100%

(2) College of Visual Arts Sdn Bhd                65%

(3) Lang Center for Digital Media Sdn Bhd         65%

The aforesaid companies have been dormant and there are no
future plans to activate those companies.

The Company's total cost of investment in each of the aforesaid
companies is as follows:

Name of Companies                     Total Cost of Investment
                                                 RM

(1) Lang Sensor Technology Sdn Bhd            10,000.00  

(2) College of Visual Arts Sdn Bhd           504,671.00

(3) Lang Center for Digital Media Sdn Bhd    650,000.00

At L&G (Company level), no expected losses are envisaged to be
arising from the voluntary winding-up of the aforesaid
subsidiary companies for the year ending December 31, 2002 as
the cost of investment and inter-company advances have been
fully provided for by the Company in prior years.

The voluntary winding-up of the aforesaid companies is not
expected to have any material impact on the net tangible assets
and earnings per share of the L&G Group for the financial year
ending December 31, 2002.


MYCOM BERHAD: Foreign Investment Committee OKs Recovery Plan
------------------------------------------------------------
Further to the announcements made on November 1, 2002, the Board
of Mycom Berhad wishes to announce that Mycom received on Monday
conditional approval from the Foreign Investment Committee in
respect of the Proposed Variations to the Proposed Restructuring
Scheme.  Meanwhile the approvals from the other regulatory
authorities, namely the Securities Commission and Ministry of
International Trade and Industry are still pending.

COMPANY PROFILE

The Company was formed as a JVC between two Japanese companies,
Tokyo Shibaura Electric Co Ltd and Mitsui & Company Ltd, and Kee
Huat Radio Company Sdn Bhd.

Mycom manufactured and sold 'Toshiba' electrical consumer
products under a technical collaboration agreement with Toshiba
Corporation of Japan from 1969 to 1987. Since then, Mycom has
transformed into a diversified investment group with substantial
holdings in Malaysia and globally. In 1994, as a result of the
rationalisation of part of its investments, Mycom acquired a
stake in KLSE-listed Olympia Industries Bhd. Through Olympia,
Mycom diversified its investments into the property and
financial sectors, resource-based industries, manufacturing and
automobiles. In 1995, Mycom expanded its investments into
plantations and, in property, to include hotels. It also
diversified geographically through investments in South Africa.
In 1996 and 1997, the Company increased its presence in the
natural resource-based sector through further investments in
timber and building materials in Malaysia and South Africa.

On May 8, 2000, the Company and certain of its subsidiaries,
Duta Grand Hotels Sdn Bhd, Sentul Murni Sdn Bhd, Pacific Forest
Industries Sdn Bhd, UNP Plywood Sdn Bhd and Mycom Capital (BVI)
Ltd entered into a restructuring and standstill agreement with
its financial institution creditors to undertake a proposed debt
and corporate restructuring entailing a proposed capital
reduction and consolidation, reduction of share premium account,
rights issue with detachable warrants, special issue, debt
novation, debt restructuring, acquisition of property companies
and land, disposal of investment, inter-company settlement
between the Company and Olympia Industries and an offer for
sale.

The Proposed Restructuring Scheme was submitted to the SC in
August 2000. In February 2001, the SC requested for a more
comprehensive restructuring scheme for its consideration.

The Revised Scheme was submitted to the SC in July 2001.
Subsequently, a further amended Revised Scheme was submitted to
the relevant authorities for approval in December 2001. This has
obtained approvals from BNM, FIC and the MITI whilst the
approval from the SC is still pending.The amended Revised Scheme
is also inter-conditional with the proposed restructuring scheme
of Olympia Industries, which is pending SC approval.

CONTACT INFORMATION: Level 23, Menara Olympia
                     8, Jln Raja Chulan,
                     50200 Kuala Lumpur
                     Tel: 03-2323993
                     Fax: 03-2323996


PARIT PERAK: Posts Proposed Corporate, Debt Restructuring Plans
---------------------------------------------------------------
1. INTRODUCTION

On February 23, 2001, Parit Perak Holdings Bhd announced that
PPHB is considered an "affected listed issuer" pursuant to
Practice Note No. 4/2001 (PN4) issued by the Kuala Lumpur Stock
Exchange (KLSE). PN4 companies are given a specific timeframe by
the KLSE to regularize their financial condition in order to
maintain its listed status on the KLSE.

On August 30, 2002, Patrick Chew Kok Bin, Alvin Tee Guan Pian
and Encik Zulkharnain Bin A Rahim of Anuarul Azizan Chew & Co
(AAC) were appointed as the Special Administrators of PPHB
(collectively, the SA or Special Administrators) by Pengurusan
Danaharta Nasional Berhad (Danaharta) pursuant to Section 24 of
the Pengurusan Danaharta Nasional Berhad Act, 1998, as amended
by Pengurusan Danaharta Nasional Berhad (Amendment) Act, 2000
(Danaharta Act).

On October 22, 2002, Alliance had announced on behalf of PPHB
that the Company had on October 21, 2002, entered into a
restructuring agreement with Align Matrix Sdn Bhd (Align
Matrix), Liqua Health (M) Sdn Bhd (Liqua (M)), Chan Wan Cheong,
Teh She Ling, Lim Paik Gaik, Lee Chai Hua, Mohd Fadzil Bin Mohd
Ali, Muhammad Bin Md Ali and Rafizah Binti Abu Hassan
(collectively referred to as the Vendors) (Restructuring
Agreement) to regulate and record the basic understanding of the
key areas of agreement in respect of a proposed corporate and
debt restructuring scheme of PPHB. The above scheme will
ultimately result in the transfer of PPHB's listing status on
the Main Board of the KLSE to Joycity Holdings Sdn Bhd
(Joycity).

On behalf of the Company, Alliance Merchant Bank Berhad
(Alliance) now wishes to announce that, pursuant to the
Restructuring Agreement and a share sale agreement dated
November 18, 2002 entered into between Joycity and the Vendors
(Liqua Sale Agreement) for the proposed acquisition of 100%
equity interest in Liqua Health Marketing (M) Sdn Bhd (Liqua),
the Company has formulated a plan to regularize its financial
condition by the implementation of the following proposals:

     (i) Proposed acquisition of 100% equity interest in PPHB by
         Joycity for a total consideration of RM37,500,000, as
         detailed in Section 2.1 below (Proposed PPHB
         Acquisition);

    (ii) Proposed acquisition of 100% equity interest in Liqua
         Health Marketing (M) Sdn Bhd (Liqua) for a total
         consideration of RM165,000,000, as detailed in Section
         2.2 below (Proposed Liqua Acquisition);

   (iii) Proposed buy back of shares of RM0.50 each in Joycity
         (Joycity Shares) and free 5-year detachable warrants
         (Warrants) by Align Matrix and Liqua (M) (collectively
         referred to as the Promoters) from Danaharta, or in the
         event that Danaharta does not wish to take up the role
         as creditors' agent, any other party as may be
         appointed by Danaharta in accordance with the terms of
         the workout proposal for PPHB (Creditors' Agent) after
         the Proposed PPHB Acquisition, as detailed in Section
         2.3 below (Proposed Buyback);

    (iv) Proposed put and call arrangement between the Promoters
         and the Creditors' Agent, as detailed in Section 2.4
         below (Proposed Put and Call);

     (v) Proposed restricted offer for sale of Joycity Shares,
         together with Warrants attached by the Creditors' Agent
         and the Promoters, as detailed in Section 2.5 below
         (Proposed Restricted Offer for Sale);

    (vi) Proposed debt settlement with all classes of the
         creditors of PPHB, as detailed in Section 2.6 below
         (Proposed Debt Settlement)

   (vii) Proposed disposal of PPHB Group by Joycity to a special
         purpose vehicle to be nominated by the SA, as detailed
         in Section 2.7 below (Proposed Disposal);

  (viii) Proposed placement of such number of Joycity Shares by
         the Promoters as may be necessary in order to ensure
         that the public shareholding spread requirement of 25%
         is met at all times, as detailed in Section 2.8 below
         (Proposed Placement)

    (ix) Proposed transfer of listing status of PPHB to Joycity
         whereby Joycity will be listed in place of PPHB on the
         Main Board of the KLSE, as detailed in Section 2.9
         below (Proposed Transfer of Listing Status); and

     (x) Proposed waiver to the Vendors from the requirement of
         having to make a mandatory general offer for the
         remaining Joycity Shares that they do not already hold
         after the Proposed PPHB Acquisition and the Proposed
         Liqua Acquisition, as detailed in Section 2.10 below
         (Proposed Waiver).

The above proposals are collectively referred to as "the
Proposals."

2. DETAILS OF THE PROPOSALS

The summary of the Proposals is set out below:

2.1 Proposed PPHB Acquisition

Pursuant to the Restructuring Agreement on October 21, 2002,
Joycity proposes to acquire 100% equity interest in PPHB of
RM150,000,000 comprising 150,000,000 ordinary shares of RM1.00
each in PPHB (PPHB Shares), for a total consideration of
RM37,500,000 to be satisfied by the following:

(a) the proposed share exchange between the existing
    shareholders of PPHB and Joycity of 2,000,000 new Joycity
    Shares at an issue price of RM0.75 each, on the basis of one
    (1) new Joycity Share for every seventy-five (75) PPHB
    Shares held, together with the proposed issuance of 400,000  
    free Warrants, on the basis of one (1) free Warrant for
    every five (5) new Joycity Shares issued; and

(b) the proposed issuance of 48,000,000 new Joycity Shares at an
    issue price of RM0.75 each, together with 9,600,000 free
    Warrants to the Creditors' Agent to be held in trust for and
    to be distributed to the creditors of PPHB as it deems fit.

Joycity is the vehicle to be used to be the new investment
holding company of Liqua in order to facilitate the Proposals
and ultimately take over the listing status of PPHB. It is an
investment holding company with an existing issued and paid-up
share capital of two (2) subscribers' shares of RM1.00 each and
was incorporated on 10 August 2000. Such shares will be split
into four (4) Joycity Shares prior to the implementation of the
Proposals. Such share split is to enable the par value of
Joycity Shares to be at RM0.50 instead of RM1.00 presently.

The indicative terms of the Warrants are detailed in Table 1
below.

2.1.1 Basis of arriving at purchase consideration for the
Proposed PPHB Acquisition

The total consideration of RM37,500,000 for the Proposed PPHB
Acquisition was arrived at on a willing-buyer willing-seller
basis between the Promoters and the SA and pursuant to a tender
made by the Promoters for the listing status of PPHB and
accepted by the SA.

2.1.2 Basis of arriving at issue price of Joycity Shares to be
issued pursuant to the Proposed PPHB Acquisition

The Joycity Shares to be issued for the Proposed PPHB
Acquisition are proposed to be priced at RM0.75 per share in
order to boost the net tangible assets (NTA) per share of
Joycity upon the completion of the Proposals. This is to take
into account the Policies and Guidelines on Offer/Issue of
Securities issued by the Securities Commission (SC) (SC
Guidelines) whereby the NTA of a distressed listed issuer (in
this case, PPHB) shall not be less than 33% upon the completion
of its restructuring exercise.

The Joycity Shares to be issued pursuant to the Proposed PPHB
Acquisition shall, upon allotment and issue, rank pari passu in
all respects with the issued and paid-up Joycity Shares (after
share split), save and except that they shall not be entitled to
any dividends, rights, allotment and/or distributions, the
entitlement date for which is prior to the date of allotment.
For the purpose hereof, the entitlement date means the date at
the close of business on which the shareholders must be
registered in order to participate in any dividends, rights,
allotment and/or other distributions.

2.2 Proposed Liqua Acquisition

On November 18, 2002, Joycity had entered into the Liqua Sale
Agreement with the Vendors for the acquisition of 100% equity
interest in Liqua of RM750,000 comprising 750,000 ordinary
shares of RM1.00 each, for a total cash consideration of
RM165,000,000, to be satisfied by the issuance of 220,000,000
new Joycity Shares at an issue price of RM0.75 each, with
44,000,000 free Warrants, to the Vendors, on the basis of one
(1) Warrant for every five (5) new Joycity Shares issued.

Further information on Liqua is detailed in Section 3.1 below.

2.2.1 Salient terms of the Liqua Sale Agreement

The salient terms of the Liqua Sale Agreement are as follows:-

     (i) The Vendors hereby agree to sell and Joycity agrees to
         purchase the entire issued and paid-up share capital of
         Liqua for RM165,000,000, free from all charges, liens
         or any other encumbrances whatsoever and howsoever
         arising and with all rights, benefits and advantages
         now or hereinafter attaching to the Liqua Shares
         including without limitation all dividends and other
         distributions which may be declared, made or paid in
         respect thereof as from the date of execution of the
         Liqua Sale Agreement; and

    (ii) The parties hereto hereby agree that the purchase
         consideration of RM165,000,000 and the number of new
         Joycity Shares and Warrants to be issued as full
         settlement of the purchase consideration shall be
         adjusted accordingly to reflect the purchase
         consideration as may be approved by the SC ("Approved
         Purchase Consideration") PROVIDED ALWAYS THAT the
         Approved Purchase Consideration shall not in any event
         be varied by more than ten percent (10%) from the
         purchase consideration. Should the Approved Purchase
         Consideration be varied by more than ten percent (10%),
         the participation of the Vendors in the Proposals and
         the rights and obligations of the Vendors under the
         Liqua Sale Agreement shall subsist subject to the
         Vendors' right to appeal against the decision of the SC
         in the manner provided in the agreement.

2.2.2 Basis of arriving at purchase consideration of the
Proposed Liqua Acquisition

The total purchase consideration of RM165,000,000 for the
Proposed Liqua Acquisition was arrived at after taking into
account of the following:

     (i) The strong track record of Liqua and its latest audited
         profit after taxation for the financial year ended 31
         December 2001 of RM20,034,285;

    (ii) The good prospective business potential and the
         prospective future earnings of Liqua;

   (iii) The audited net tangible asset position of Liqua as at  
         31 December 2001 of RM26,292,425;

    (iv) The low gearing of less than 1% based on the latest
         audited financial statements as at 31 December 2001;
         and

     (v) The net cash position of RM31.2 million as at 31
         December 2001 based on its latest audited financial
         statements as at that date.

The respective shareholdings of the Vendors in Liqua and the
number of new Joycity Shares to be issued to them respectively
as consideration are detailed in Table 2 below.

2.2.3 Basis of arriving at issue price of new Joycity Shares to
be issued pursuant to the Proposed Liqua Acquisition

The new Joycity Shares to be issued for the Proposed Liqua
Acquisition are proposed to be priced at RM0.75 per share, which
is the same issue price as for the Proposed PPHB Acquisition, in
order to boost the NTA per share of Joycity upon the completion
of the Proposals.

The new Joycity Shares to be issued pursuant to the Proposed
Liqua Acquisition shall, upon allotment and issue, rank pari
passu in all respects with the issued and paid-up Joycity Shares
(after share split), save and except that they shall not be
entitled to any dividends, rights, allotment and/or
distributions, the entitlement date for which is prior to the
date of allotment. For the purpose hereof, the entitlement date
means the date at the close of business on which the
shareholders must be registered in order to participate in any
dividends, rights allotment and/or other distributions.

2.2.4 Cost of Investment

The original dates and cost of investments in Liqua to the
Vendors are set out in Table 3 below.

2.3 Proposed Buyback

Upon the completion of the Proposed PPHB Acquisition and the
Proposed Liqua Acquisition, the Promoters also proposes to
purchase from the Creditors' Agent 18,000,000 Joycity Shares and
3,600,000 Warrants, representing 37.5% of the total Joycity
Shares and Warrants issued by Joycity to the Creditors' Agent to
be held for the benefit of the creditors of PPHB in respect of
the Proposed PPHB Acquisition. The details and the pricing for
the Proposed Buyback are shown in Table 4 below.

In relation to the Proposed Buyback, a Sale of Shares and
Warrants Agreement will be entered into between the Creditors'
Agent and the Promoters at a later date.

The proposed salient terms of the draft Sale of Shares and
Warrants Agreement are detailed below:

     (i) The Creditors' Agent agrees to sell and the Promoters
         hereby agree to purchase the 18,000,000 Joycity Shares
         and 3,600,000 Warrants attached, for the purchase
         consideration of RM13,860,000, free from all charges,
         liens or any other encumbrances whatsoever and
         howsoever arising and with all rights, benefits and
         advantages now or hereinafter attaching to the said
         Joycity Shares and Warrants including without
         limitation all dividends and other distributions which
         may be declared, made or paid in respect thereof after
         the completion of the Sale Shares and Warrants
         Agreement;

    (ii) Unless otherwise agreed by the parties hereto in
         writing and subject to the fulfilment of the conditions
         precedent, the completion of the Sale of Shares and
         Warrants Agreement shall take place 14 days after the
         Sale of Shares and Warrants Agreement becomes
         unconditional;

   (iii) The Sale of Shares and Warrants Agreement shall become
         unconditional upon all the conditions precedent have
         been fulfilled.

The Proposed Buyback will result in an immediate cash
realization of RM13,860,000 to the Creditors' Agent to be
distributed to the creditors of PPHB as it deems fit in
accordance with the Proposed Debt Settlement.

2.4 Proposed Put and Call

Pursuant to the Proposed Put and Call, the Promoters propose to
acquire another 18,000,000 Joycity Shares, with 3,600,000
Warrants attached, representing another 37.5% of the total
Joycity Shares and the Warrants to be issued to the Creditors'
Agent to be held for the benefit of the creditors of PPHB in
respect of Proposed PPHB Acquisition, for a total purchase
consideration of RM13,860,000, which shall be satisfied in cash.

Pursuant to the Proposed Put and Call, a Put and Call Agreement
will be entered into between the Creditors' Agent and the
Promoters at a later date.

The proposed salient terms of the draft Put and Call Agreement
are detailed below:-

     (i) the Creditors' Agent grants to the Promoters the option
         to purchase from the Creditors' Agent 18,000,000
         Joycity Shares, with 3,600,000 Warrants attached, at
         the indicative exercise price of RM0.75 per Joycity
         Share and RM0.10 per Warrant ("Call Option"). On the
         exercise of the Call Option during the Call Option
         Period the Creditors' Agent shall become bound to sell
         and the Promoters shall become bound to complete the
         purchase of all but not part of the said Joycity Shares
         with Warrants stipulated in the option notice given by
         the Promoters to the Creditors' Agent;

    (ii) the Promoters grant the Creditors' Agent the option to
         sell to the Promoters 18,000,000 Joycity Shares, with
         3,600,000 Warrants attached, at the indicative exercise
         price of RM0.75 per Joycity Share and RM0.10 per
         Warrants ("Put Option"). On the exercise of the Put
         Option during the Put Option Period (as defined below)
         the Promoters shall become bound to purchase and the
         Creditors' Agent shall become bound to complete the
         sale of all but not part of the said Joycity Shares and
         Warrants stipulated in the option notice given by the
         Creditors' Agent to the Promoters;

   (iii) the Promoters may exercise the Call Option at any time
         during the period of six (6) months commencing from the
         date of listing of the Joycity Shares on the Main Board
         of the KLSE ("Call Option Period") and the Creditors'
         Agent may exercise the Put Option on behalf of the
         creditors of PPHB during a period of twenty (20) market
         days commencing on the day immediately after the day of
         expiry of the Call Option Period ("Put Option Period")
         in respect of either some or all of the remaining
         18,000,000 Joycity Shares and the 3,600,000 Warrants
         not called by the Promoters at the end of the Call
         Option Period; and

    (iv) Upon the occurrence of an event of default, including,
         inter alia, the Promoters' default in performing any of
         their obligation under the Put and Call Agreement, the
         Creditors' Agent shall forthwith be entitled, inter
         alia, at its sole discretion by notice in writing cause
         the Promoters to immediately purchase all of the
         remaining 18,000,000 Joycity Shares and 3,600,000
         Warrants held by the Creditors' Agent whereupon the  
         aggregate option price shall immediately become
         payable.

Therefore, resulting from the Proposed Buyback and the Proposed
Put and Call, the Creditors' Agent will receive an amount of
RM27,720,000 in cash for distribution among the creditors of
PPHB in accordance with the terms of the Proposed Debt
Settlement, as follows:

     (i) RM13,860,000 immediately after the Proposed PPHB
         Acquisition; and

    (ii) RM13,860,000 no later than six (6) months after the
         Proposed PPHB Acquisition.

2.5 Proposed Restricted Offer for Sale

After the Proposed Liqua Acquisition, both the Promoters and the
Creditors' Agent propose to jointly undertake the Proposed
Restricted Offer for Sale, whereby the Promoters and Creditors'
Agent will each offer for sale 6,000,000 Joycity Shares,
together with 1,200,000 Warrants attached, to the existing
shareholders of PPHB, at an indicative offer price of RM0.75 per
share.

The Proposed Restricted Offer for Sale will involve in a total
of 12,000,000 Joycity Shares, together with 2,400,000 free
Warrants attached, on the basis of one (1) free Warrant for
every five (5) Joycity Shares subscribed, to be offered to the
existing shareholders of PPHB.

The Proposed Restricted Offer for Sale will provide an
opportunity for the existing shareholders of PPHB to participate
in the future direction and growth of Liqua, which will be the
core company in the Joycity Group upon the completion of the
Proposals.

Further, the Proposed Restricted Offer for Sale will result in a
further realisation of cash of RM4,500,000 to the Creditors'
Agent for settlement to the creditors of PPHB.

The Proposed Restricted Offer for Sale will be undertaken by way
of an offer for sale whereby all existing shareholders of PPHB
will be invited to apply for Joycity Shares in board lots of
1,000 Joycity Shares, together with one (1) Warrant attached for
every five (5) Joycity Shares applied, at the offer price of
RM0.75 per Joycity Share. Underwriting arrangements will be
entered into by both the Promoters and the Creditors' Agent with
underwriters to be identified. Should there be an over-
subscription of the Proposed Restricted Offer for Sale, a
balloting exercise will be carried out to determine successful
applicants.

The Proposed Restricted Offer for Sale will also enable Joycity
to ensure that there are at least 1,250 shareholders of Joycity
holding not less than 1,000 Joycity Shares each, in compliance
with the Listing Requirements.

2.5.1 Basis of arriving at the indicative offer price of the
Joycity Shares to be offered for sale pursuant to the Proposed
Restricted Offer for Sale

The Joycity Shares to be offered for sale for the Proposed
Restricted Offer for Sale are proposed to be offered at RM0.75
per share, the same as the issue price for the Proposed PPHB
Acquisition and Proposed Liqua Acquisition.

After the Proposed Buyback, the Proposed Put and Call and the
Proposed Restricted Offer for Sale, the Creditors' Agent will
continue to hold 6,000,000 Joycity Shares and 1,200,000
Warrants, of which can either be distributed to the creditors of
PPHB and/or disposed in the open market to realise further cash
proceeds to be distributed to the creditors of PPHB in
accordance with the terms of the Proposed Debt Settlement.

2.6 Proposed Debt Settlement

The main objective of the Proposed Debt Settlement is to address
the outstanding debts and liabilities (including contingent
liabilities) of PPHB for outstanding debts outstanding as at the
cut-off date (i.e. 31 August 2002) ("Cut-Off Date").

In determining the outstanding debts of PPHB as at the Cut-Off
Date, PPHB had on 19 September 2002 published a notice in The
Star and Utusan Malaysia, inviting the creditors of PPHB to
submit their claims as at 31 August 2002 on or before 3 October
2002. The failure of a creditor to submit a proof of debt claim
to PPHB, may result in the exclusion of such claim from the
Proposed Debt Settlement.

The Proposed Debt Settlement is to address the scheme debts of
PPHB, which comprise all existing debts of PPHB of approximately
RM450 million as at 30 June 2002 based on the latest available
audited financial statements of PPHB, which will be dealt with
under the Proposed Debt Settlement.

In essence, subject to Danaharta's approval, the Special
Administrators propose to address the Scheme Debts in the
following manner:

     (i) pursuant to the completion of the Proposed Buyback,
         Proposed Put and Call Arrangement and the Proposed
         Restricted Offer for Sale as detailed in Sections 2.3,
         2.4 and 2.5 above, the Special Administrators/
         Creditors' Agent propose to distribute the proceeds
         totalling approximately RM32.22 million to the
         creditors of PPHB;

    (ii) unless realised and disposed in the open market,
         settlement by way of distribution of 6,000,000 new
         Joycity Shares at an issue price of RM0.75 per Joycity
         Share with 1,200,000 free Warrants, to be received by
         the Creditors' Agent pursuant to the Proposed PPHB
         Acquisition, to PPHB's creditors; and

   (iii) cash settlement to the PPHB's creditors, to be derived
         from the cash and deposits of PPHB that are available
         as at the Cut-Off Date and to be generated from the
         operations of PPHB up to the date of the termination of
         the appointment of the Special Administrators.

2.7 Proposed Disposal

Joycity proposes to undertake the disposal of 100% equity
interest in PPHB of RM150,000,000 comprising 150,000,000 PPHB
Shares after the completion of the Proposed Liqua Acquisition,
for a nominal consideration amount of RM1.00 cash to a special
purpose vehicle to be nominated by the Special Administrators.
In effect, the Proposed Disposal will result in Joycity
disposing of its entire equity interest in PPHB.

The Proposed Disposal is to further enhance the realisation of
the value of PPHB to the Creditors' Agent, while at the same
time allow Joycity Group to start on a firmer financial footing.

2.8 Proposed Placement

The Promoters propose to undertake to place out such number of
Joycity Shares as may be necessary in order to ensure that the
public shareholding spread requirement of the KLSE of 25% is
met.

2.9 Proposed Transfer of Listing Status

After the completion of the above-mentioned Proposals, Joycity
will be the holding company of Liqua with its principal activity
being investment holding and its subsidiary company being
involved in direct selling of health food products and general
merchandise. It is proposed for Joycity to take over PPHB's
listing status on the Main Board of the KLSE.

The Proposed Listing will involve the transfer of listing status
of PPHB to Joycity. This shall involve the delisting of PPHB
from the Official List of the Main Board of the KLSE and the
admission of Joycity into the Official List of the Main Board of
the KLSE in its place, with the listing of the entire issued and
paid-up share capital of Joycity, Warrants and the new Joycity
Shares arising from the exercise of the Warrants on the Main
Board of the KLSE.

2.10 Proposed Waiver

Upon the completion of the Proposed PPHB Acquisition and
Proposed Liqua Acquisition, the Vendors will collectively hold
approximately 81.5% equity interest in Joycity and gain control
of Joycity. Further, after the Proposed Buyback, Proposed Put
and Call and Proposed Restricted Offer for Sale, the collective
equity interest of the Vendors in Joycity will increase further
to 92.6%. Pursuant to Part II of the Code, there is an
obligation for the Vendors to make a mandatory general offer for
the remaining Joycity Shares, which they do not already hold
after the Proposed PPHB Acquisition and the Proposed Liqua
Acquisition.

In this regard, the Vendors have sought a waiver from the SC
under Practice Note 2.9.3 of the Code from the obligation of a
mandatory general offer.

3. BACKGROUND INFORMATION
3.1 Liqua

Liqua was incorporated in Malaysia on 26 December 1995 under the
Companies Act, 1965 ("Act") as a private limited company. The
present authorised share capital of Liqua is RM1,000,000
comprising 1,000,000 ordinary shares of RM1.00 each in Liqua, of
which 750,000 ordinary shares of RM1.00 each have been issued
and fully paid-up. Liqua is principally involved in the business
of direct selling of health food products and general
merchandise by way of Multi Level Marketing through its
approximately 412,000 registered distributors throughout the
country, of which 177,000 are active distributors.

Liqua primarily markets and sells Liqua Health and Liqua
Spirulina as its core products, which are a storehouse of
nutrients from an aquatic plant that can supply 100% of the Food
and Drug Administration ("FDA") of the USA's Recommended Daily
Intake ("RDI") of nutrients that the human body requires. Apart
from the above products, Liqua also supplies a variety of other
health food products, beverages, toiletries and household
products.

Further financial information on Liqua is shown in Table 14
below.

3.2 Liqua (M)

Liqua (M) was incorporated in Malaysia on 4 July 1995 under the
Act as a private limited company. The present authorised share
capital of Liqua (M) is RM500,000 comprising 500,000 ordinary
shares of RM1.00 each in Liqua (M) of which 200,000 ordinary
shares of RM1.00 each have been issued and fully paid-up. Liqua
(M) is principally involved in general trading.

The directors and the substantial shareholders of Liqua (M) and
their respective shareholdings in Liqua (M) as at the date of
this announcement are shown in Tables 5 and 6 respectively
below.

3.3 Align Matrix

Align Matrix was incorporated in Malaysia on 28 December 1994
under the Act as a private limited company. The present
authorised share capital of Align Matrix is RM500,000 comprising
500,000 ordinary shares of RM1.00 each in Align Matrix of which
300,000 ordinary shares of RM1.00 each have been issued and
fully paid-up. Align Matrix is principally an investment holding
company.

The directors and substantial shareholders of Align Matrix and
their respective shareholdings in Align Matrix as at the date of
this announcement are shown in Tables 7 and 8 respectively
below.

Dato' Haji Mohd Sarit bin Haji Yusoh and Goh Bak Ming are
currently the Chairman and Managing Director of Liqua,
respectively. Dato' Haji Mohd Sarit bin Haji Yusoh, Goh Bak Ming
and Fei Chong Ming are the founders of Liqua.

4. RATIONALE FOR THE PROPOSALS

The Proposed PPHB Acquisition and the Proposed Transfer of
Listing Status are to allow the Special Administrators/
Creditors' Agent to maximise their realisation of the value of
the listing status of PPHB.

The Proposed Buyback is to provide the Creditors' Agent with an
opportunity to have an immediate cash realisation from the sale
of some of Joycity Shares and Warrants held by it after the
Proposed PPHB Acquisition. The Proposed Put and Call is to
provide further opportunity for cash realisation with the added
security of a fixed price for a portion of the Joycity Shares
and Warrants, issued to the Creditors' Agent for the creditors
in respect of the Proposed PPHB Acquisition.

The Proposed Liqua Acquisition is to inject a new core business
into Joycity, one which is expected to provide strong and
immediate future earnings and cashflows to the Joycity Group.

The Proposed Restricted Offer for Sale is for the continued
participation of the existing PPHB shareholders in the future
direction of Joycity and for Joycity to meet the minimum number
of public shareholders in compliance with the Listing
Requirements. It will also enable the Creditors' Agent to have
another source of cash realisation from the offer for sale of
Joycity Shares and Warrants received from the Proposed PPHB
Acquisition.

The Proposed Disposal is to further enhance the realisation of
the value of PPHB to the Creditors' Agent, while at the same
time allow Joycity Group to start on a firmer financial footing.

The Proposed Waiver is to allow the Vendors to inject Liqua into
the restructured Joycity Group, without having to undertake a
mandatory general offer for the remaining Joycity Shares which
the Vendors do not already own upon the completion of the
Proposed Liqua Acquisition.


5. INDUSTRY OVERVIEW AND FUTURE PROSPECTS OF LIQUA

5.1 Overview of the Malaysian Economy

The Malaysian economy remained resilient in 2001 in the face of
a challenging external environment. While the global economic
slowdown in 2001 was more severe than earlier expectations,
Malaysia avoided economic contraction and growth for the year
remained in positive territory. Unemployment was also contained
at a low level.

Given the openness of the Malaysian economy, the negative
effects of the US economic slowdown and global electronics
downturn were felt as early as March 2001. These were manifested
in declining manufacturing production and negative export
growth. Concerted efforts since the crisis to promote domestic
sources of growth and reduce the overdependence on exports
resulted in real Gross Domestic Product ("GDP") expanding by
0.4% in 2001.

(Source: Bank Negara Malaysia, Annual Report 2001)

Malaysia's economy saw stronger growth in the second quarter of
2002, with gross domestic product ("GDP") growing 3.8% from a
year earlier thanks to sustained strength in domestic demand and
a recovery in exports.

The economy clearly did better than in the first quarter of 2002
when it grew by 1.1%. Growth was well within the 3.0% to 4.0%
range anticipated by economists. Compared with the first
quarter, GDP grew by 3.9%.

Domestic demand kept the economy going as demand for Malaysia's
exports is only beginning to recover from the slump last year.
Private consumption rose 5.6%, higher than the 3.0% in the first
quarter and a sign that consumer confidence, and thus spending,
are fuelling economic growth.

Prospects for the Malaysian economy remained favourable with
growth expected to be supported by continued expansion in
domestic and external demand.

The external environment, however, remains a concern, in
particular the US economy, the largest importer of Malaysia's
goods. If the US economy fails to pick up further in the second
half of the year, Malaysia's exports and GDP growth are likely
to be affected.

(Source: The Edge, 26 August 2002)

5.2 Prospects for 2002 and 2003

The Malaysian economy is expected to strengthen in 2002
following a strengthening of external demand. Past trends show
that there is a brief lag between the recovery in the major
economies and recovery in Malaysian exports. As such, the timing
and magnitude of the recovery would have a significant impact on
the Malaysian economy. Current indications suggest that external
demand will not pick up as strongly as in the 1999-2000 period,
where recovery was mainly led by the internet-boom and the Y2K
factor. The current economic upturn is taking place amidst
global excess capacity, particularly in the technology sector.
External demand is, therefore, expected to strengthen gradually.
Against this backdrop, the recovery in the Malaysian economy
would be modest, with real GDP expanding by 3.5% in 2002.

At this juncture, latest indicators show signs of stabilisation
in the Malaysian economy. The index of leading economic
indicators compiled by the Department of Statistics, Malaysia,
which provides early indications on the direction of economic
growth, has already registered five consecutive months of
positive growth since July 2001. Indications are that growth
would strengthen in the second half-year when external demand
improves more significantly.

The growth projection for 2002 is based on stronger growth in
private consumption, a modest recovery in private investment,
sustained public sector expenditure and a moderate growth in
exports. If the positive trend in the latest indicators for the
US economy is sustained, the bias to the growth projection would
be on the upside. On the domestic front, aggressive policy
measures to enhance the role of the services sector,
particularly in the education, tourism and information,
communication and technology sub-sectors, would benefit these
sectors, which in turn could improve further the GDP growth.

While the 2002 Budget announced a fiscal consolidation, the
better-than-expected fiscal out-turn in 2001 arising from
stronger revenue collections would imply that the consolidation
would be less pronounced (fiscal deficit of -5.1% of GDP in 2002
from -5.5% in 2001, compared to earlier estimate of -6.5% of GDP
for 2001). Public investment spending is projected to decline by
3% after a strong increase of 15.5% in 2001. Despite this, the
Federal Government's development expenditure allocation for 2002
remains high at RM28.4 billion, with a large share of
expenditure continuing to be accorded to the economic and social
sectors. Public consumption is projected to increase by 4.1%,
reflecting the 10% salary adjustment for civil servants as well
as higher expenditure on supplies and services.

(Source: Bank Negara Malaysia, Annual Report 2001)

The economy is envisaged to register stronger growth in 2002,
following better export performance and continued pick-up in
domestic demand. Brighter external prospects due to the economic
recovery in the United States of America ("USA") and a rebound
in global electronics demand, especially from the East Asian
countries, have hastened Malaysia's export recovery, beginning
early 2002. Export has somewhat broadened beyond the electronics
sector, aided by the softening of the US dollar, to which the
Ringgit is pegged, against regional currencies.

In the domestic sector, the multiplier effects of the fiscal
stimulus measures have provided the impetus for continued
economic expansion. Rising consumer confidence arising from
improving employment prospects and higher commodity prices are
expected to raise consumer spending further as the year
progresses. The accommodative monetary policy and intensified
efforts to speed up the implementation of public sector projects
as well as increased activity in the construction sector are
expected to result in a stronger domestic demand in 2002.
Overall, with gross domestic product ("GDP") expanding by 2.5%
in the first half of 2002 and expected to strengthen further in
the second half, the full year growth is projected to be in the
range of 4-5%, achieving the forecasted rate in Budget 2002. The
services and manufacturing sectors are the major contributors to
growth.

The Malaysian economy is envisaged to strengthen in 2003, led by
further improvements in both external and domestic demand. On
the supply side, all sectors of the economy are expected to
register positive growth rates. The anticipated growth in the
global economy and world electronics demand will contribute to a
more robust and broad-based growth in the manufacturing sector.
The agriculture sector is expected to expand stronger with
higher palm oil production. Economic expansion will also hasten
the pace of growth in the services sector while underlying
demand for affordable housing and on-going public projects such
as the Bakun Hydroelectric Dam and the double-tracking rail
projects will continue to fuel growth in the construction
sector. Overall, real GDP growth is expected to accelerate to 6-
6.5% in 2003.

(Source: Malaysian Economic Report 2002/2003)

5.3 Multi-level marketing and direct selling industry

Global companies such as Coca Cola, Toyota, Xerox, Oracle, AT&T,
IBM, Cable and Wireless, General Electric, Netscape, Sun
Microsystems, Gillette, Microsoft and Kleeneze distribute
products by Multi Level Marketing ("MLM"). The Wall Street
Journal has predicted that 75 per cent of all goods services by
the end of this decade will be distributed this way.

MLM is just another method of moving products and services from
manufacturers directly to consumers - but with a difference. It
allows the people involved to share the profits. Numerous
business publications have reported that network marketing is
one of the fastest growing merchandising methods in the world
today. It is a form of word-of-mouth direct marketing.

Traditional marketing involves moving a product from the
manufacturer through a hierarchy of middlemen - a chain of
jobbers, wholesalers, retailers - of whom each wants his cut of
the profits. In network marketing, this overhead expense is
reduced. The functions are simplified. The product moves through
a network of distributors directly to the end-users. The company
doesn't have to advertise anymore because its distributors do it
- often through word of mouth. Besides that, network marketing
can quickly target specific products and services to selected
niche customers in a very cost-efficient manner. The amount
saves is distributed by the multi-level marketing companies to
the distributors, in the form of commissions and overrides.

Direct sales revenues have grown over the past decade, to more
than US$80 billion worldwide annually.

Today, legitimate network marketing companies span the globe,
with 370 in Malaysia (as at May 2002) including recognisable
names such as Amway, Nu Skin, Avon, Mary Kay and Neways. The
products they sell range from vitamins and weight-loss plans to
skincare lotions to software and even dental insurance. The
Asian region has direct sales of over US$33 billion each year
and more than 14 million independent representatives or
distributors. In Malaysia alone, network marketing companies
generated some US$420 million in sales through three million
distributors in June last year.

Although Malaysia has more than 300 direct sales companies, the
industry players do not think the market is saturated.

Around the world, direct selling generates more than US$80
billion in sales and with a steady growth of 9.0 per cent
annually, while the traditional retail industry's average growth
rate is only about 3.0 per cent.

The direct selling industry has proven to be resilient in both
good times and bad. During the good times, there is greater
demand for products as consumers have a higher disposable
income. Similarly, during bad times, many people turn to direct
selling as an alternative or secondary source of income.

(Source: The Edge, 12 August 2002)

5.4 Prospects of Liqua

The principal activity of Liqua is the sale of health food
products and general merchandise through the multi level
marketing and direct selling system. This business system
provides opportunities for individuals to join as distributors
and to organise their own business group to market the company's
products. It is a business that is less sensitive to the general
market and economic condition as individuals can run their own
business either on a part time or full time basis without the
need for a huge capital sum or a place of business. The success
of this business hinges upon four principal factors:-

(a) a good principal or core product;
(b) a strong distributor base;
(c) a strong and experienced management team; and
(d) a competitive and well structured reward system.

Currently, Liqua possesses the above four factors which has
resulted in the strong growth of the company since its inception
in 1996. The principal products that Liqua markets and sells are
Liqua Health and Liqua Spirulina. Liqua is the first to
introduce the liquid Spirulina from the USA, which has since
helped to fortify the health of thousands of Malaysians. Liqua
first introduced liquid spirulina in Malaysia in 1996.

Liqua Health and Liqua Spirulina are storehouses of nutrients
from an aquatic plant that can supply 100% of the Food and Drug
Administration ("FDA") of the USA's Recommended Daily Intake
("RDI") of nutrients that the human body requires. Further, the
spirulina that is marketed and sold by Liqua is in molecular
form for maximum and ready absorption. Liqua is also the first
and only company to supply spirulina in liquid form in Malaysia
which can also be taken as a supplement to the daily food
intake.
Other than Liqua Health and Liqua Spirulina, Liqua also markets
and sells a variety of other products. These include other
health products such as Power Juice, a health tablet containing
nutrients such as vitamins, minerals, active enzymes and
photochemicals, Re-vita Probiotics (Enzymes), a health tablet
containing enzymes from 100% vegetable source, Liqua Propolis, a
natural antibiotic that is made by honeybees, Liqua Boclenz
which contains natural soluble and insoluble fibres, Juniper, a
natural colon cleanser and Liqua Balm.

In addition to the above variety of health products, Liqua also
markets and sells ready-to-serve beverages such as cereal,
instant coffee and milk tea, toiletries and household products.

On a macro level, the increasing affluent Malaysian population
has also brought greater awareness and need for healthy living.
This augurs well for Liqua's health care products as such
awareness can only increase the demand for health products as a
whole. It is expected that there will be steady growth of
consumers of Liqua's products year by year as the population
opts for health products to counter-act the negative side
effects of leading increasingly hectic lifestyle.

Further, Liqua has built a strong distributor base since the
beginning of its business in 1996. The distributor base of Liqua
has shown tremendous growth over the years and currently, the
number of distributors of Liqua stands at about 412,000
registered distributors of which approximately 177,000 are
active distributors. The strong growth of distributors has been
the single largest contributing factor to the growth of the
company over the last five years.

Liqua is helmed by a strong and experience management team, led
by its co-founders, Dato' Haji Mohd Sarit bin Haji Yusoh, Mr Goh
Bak Ming and Mr Fei Chong Ming. Through their leadership
qualities, business acumen and foresight, they have been able to
lead the company to the strong growth which it has registered
over the past few years since the inception of its business more
than five years ago.

Further, Mr Franklin Delano Weatherly, the inventor and founder
of Liqua Health and Liqua Spirulina, is also an indirect
substantial shareholder of the company through his interest in
Liqua (M) and lends his expertise in the running of the business
of Liqua.
The reward system of Liqua also supports the effort of
enterprising individuals and provides a rewarding source of
business income for many business leaders, many of whom have
since built large network of distributors under them. Over the
years, Liqua has recruited a team of strong marketers and
trainers to provide continuous training for new distributors to
do well in the business. Experienced administrative and
management information systems ("MIS") teams are in place to
provide timely and uninterrupted hassle free rewards
distribution to well deserved distributors.

The impressive track record of growth is not only evidence of
the company's successful and effective lead products, strong
distributor network, competitive reward system and strong
management, it would also strongly support the expectation of
further growth ahead.

The above factors which already exist are expected to continue
to be major contributing factors in the future growth prospects
of the company. Apart from the above, Liqua is also constantly
on the lookout for ways to further grow its business. This would
include developing new business strategies and approaches,
targeting new market segments and further developing its
distributors to not only remain committed and resilient but also
enable them to develop capable second and third liners which
would enhance the overall business growth prospect of Liqua.

In short, the prospects of Liqua will not only reflect the
expected growth prospects of the multi-level marketing and
direct selling industry resulting from the changes in consumer
trends but will also reflect the committed efforts by the
management of the company to build on the success factors as
stated above as well as continued commitment towards the
achievement of overall business growth.


6. RISKS FACTORS

6.1 No Prior Public Market for Joycity Shares and Warrants

Prior to the listing of Joycity Shares on the Main Board of the
KLSE, there has been no prior public market for Joycity Shares
and Warrants. Therefore, there can be no assurance that an
active market may develop upon the listing of Joycity Shares and
Warrants on the Main Board of the KLSE, or if developed, such
market may be sustained.

The issue price of Joycity Shares for the Proposed PPHB
Acquisition and the Proposed Liqua Acquisition of RM0.75 per
Joycity Share, which is also the same offer price of Joycity
Shares for the Proposed Restricted Offer for Sale, is arrived at
in order to boost the NTA per share of Joycity Group. However,
the future market prices of Joycity Shares and Warrants may
depend on, inter-alia, the prevailing stock market sentiments,
interest rates, future profitability of the Joycity Group and
the industry in which the Joycity Group operates. Thus, there is
no assurance that the above issue/offer price of RM0.75 for each
Joycity Share will correspond to the price at which the Joycity
Shares will be traded on the Main Board of the KLSE upon or
subsequent to its listing or that an active market for Joycity
Shares will develop and continue upon and/or subsequent to its
listing.

6.2 Business Risks

Like all businesses, Liqua is subject to certain risks inherent
in its business. Such business risks would relate to the multi-
level marketing and direct selling sector. These risks would
include changes in the demand for Liqua's products, the
availability of adequate distributors and sales agents, changes
in technology, changes in general economic, business and credit
conditions, changes in government policies, licensing
requirements, taxes and incentives. Although Liqua seeks to
limit these risks, no assurance can be given that any change in
these factors will not have a material effect on Liqua's
business.

6.3 Dependence on principal product

A significant portion of Liqua's revenue is generated from its
principal products, Liqua Health and Liqua Spirulina, which
generated more than 90% of the turnover of Liqua for the
financial year ended 31 December 2001. The high contribution
from these products are due to the fact that these are the most
popular and saleable products marketed and sold by Liqua. Should
there be any adverse development in respect of these products,
especially in terms of demand, these may result in an adverse
development in the future results of Joycity Group.

However, this risk is mitigated by the fact that Liqua is
gradually diversifying its product base to include other types
of health and health food products as well as other consumer
products. These include the various other types of health and
health food products, toiletries and household products that are
currently being marketed and sold by Liqua. Such diversification
will reduce the dependency of Liqua on its principal products.

Further, Liqua Health and Liqua Spirulina are now established
products and Liqua has already established a strong consumer
base to which it markets this product. Currently, these products
are the only liquid based algae health and health food products
available in Malaysia. They also contain various nutrients and
are wholesome health and health food products which are able to
supply most of the nutrients required by the human body in the
daily diet of an average human.

6.4 Principal Products from single source of supply

Liqua Health and Spirulina are supplied by Liqua's principal,
Re-Vita Manufacturing Company ("Re-Vita") in the USA. The
continuous supply of Liqua Health and Liqua Spirulina and other
Re-Vita products is dependent upon the maintenance of the
existing cordial business relationship between the relevant
parties. The company is also subject to certain risks inherent
in the industry which Re-Vita is involved in such as shortage of
materials, fluctuation in cost of production that would
translate to higher cost of imports, as any increases in cost by
Re-Vita may ultimately be passed on to Liqua.

However, the distributor chain for the above products are
strengthened by the fact that the inventor of Liqua's principal
products namely, Liqua Health and Liqua Spirulina, and the
controlling shareholder of Re-Vita, USA, Mr Franklin Delano
Weatherley, is an indirect substantial shareholder of Liqua
through his substantial shareholding in Liqua (M), one of the
Promoters. Liqua also has the exclusive distribution rights to
Re-Vita's products in Malaysia and such rights are perpetual in
nature. Further, Liqua mitigates the risks of fluctuating supply
prices by having sufficient stocks of goods for 3 to 6 months at
any one time.

In addition, the other products marketed and sold by Liqua are
supplied by local Malaysian suppliers. It is also the intention
of Liqua to continuously introduce new products to complement
its existing product base in order to further mitigate its
reliance on its current principal products. Liqua also has plans
to manufacture/source the above products locally in the future
with the support from Re-Vita.

With the company's intention continue to develop its product
range, the dependency on its core products will be further
reduced. As Liqua is a relatively new company (which only
started operations in 1996), it had started off with a smaller
range of products. With the additional resources that the
company now has generated from the success of its core products,
Liqua is actively expanding and will continue to further expand
its products range.

6.5 Political, economic and regulatory considerations

Like all businesses, changes in the political economic and
regulatory conditions in Malaysia and elsewhere could materially
and adversely affect the financial and business prospects of the
Joycity Group after the Proposals and the markets they serve.
Amongst the political, economic and regulatory uncertainties are
global economic slowdown, changes in political leadership,
expropriation, nationalisation, changes in government policy
such as introduction of new regulations, changes in interest
rates and methods of taxation and currency rules.

Although Liqua seeks to limit the impact of such risks on their
respective businesses, there is no assurance that any change to
the above factors will not have a material adverse effect on the
Joycity Group and Liqua after the Proposals.

The risk of changing economic conditions is mitigated by the
fact that currently, the principal products marketed and sold by
Liqua, namely Liqua Spirulina and Liqua Health, are wholesome
nutritional product that can be consumed by people of all ages
and these products are able to supply most of the daily
nutrients required by the average human body. As such, the risk
of changes in demand as a result of economic conditions is
mitigated due to the fact that demand for such "necessity"
health products is fairly inelastic.

6.6 Dependence on Key Personnel

The success of Liqua and the Joycity Group subsequent to the
Proposals will depend to a significant extent upon the abilities
of certain key personnel and senior management team who have
wide experience in the multi-level marketing and direct selling
industry and their continued leadership and involvement in
Liqua. The future success of Liqua and the Joycity Group will
also depend to a significant extent upon the ability of Joycity
Group to attract and retain skilled personnel. Further, due to
the nature of Liqua's business, the future success will also be
dependent on the continued participation and involvement of its
sales and direct marketing agents and distributors who are
instrumental in generating the revenue of Liqua.

The founder members of Liqua, namely Dato' Haji Mohd. Sarit bin
Haji Yusoh, Mr Goh Bak Ming and Mr Fei Chong Ming, are expected
to be retained in the senior management team of Liqua after the
implementation of the Proposals. These three founder members are
responsible and instrumental in growing Liqua from scratch to
the company that it is today. With their continued leadership,
business acumen and foresight, Liqua is expected to remain at
the forefront of its industry.

Upon the implementation of the Proposals, the above founding
members of Liqua will become indirect substantial shareholders
of Joycity through Align Matrix and Liqua (M). It is therefore
expected that such founding members will continue to be in the
management of Liqua in the future. Further, in an effort to
reduce the dependence on these three founding members, a second
generation of senior management will be continuously trained to
gradually take over the running company in the future.

In order to constantly motivate and retain its sales and direct
marketing agents and distributors as well as its key personnel
and to spur them to further improve on their respective sales
performance, a generous incentive and rewards scheme has been
and will be put in place by the management of Liqua, including
employee share option schemes after the listing of Joycity. Such
incentive and rewards scheme will continuously encourage these
agents and distributors and key personnel to work even harder
and for these agents/distributors and key personnel to achieve
their respective sales targets and Liqua's goals. In addition,
it will also attract new and potential sales agents/distributors
in future to Liqua. Further, the management of Liqua also
constantly organises training programmes (either directly by the
company or indirectly by the company's existing agents and
distributors) for its existing as well as new distributors
and/or agents not only to replace any outgoing agents but also
to increase its distributor/agent base.

6.7 Competition

Upon the completion of the Proposals, the Joycity Group, through
Liqua, will be principally involved in the multi-level marketing
and direct selling business. There are currently several other
market players in this industry, ranging from those with a full
range of consumer products to those which specialises in a range
of products such as health products, which is similar to Liqua.
Such competition has increased in recent years with the advent
of direct selling in Malaysia and the introduction of several
multi-level marketing and direct selling companies in Malaysia
as an alternative to the conventional retail business that
previously dominated the consumer products industry in Malaysia.

Further, there are several other companies which also supply the
same principal product as Liqua in Malaysia, i.e. spirulina,
albeit in other forms, e.g. tablet, capsule but not in liquid
form which has a higher absorption rate. Liqua Health and Liqua
Spirulina also face minimal disturbances and competition from
similar products which have the potential to be lower priced but
any competition is minimal due to quality differences. Liqua's
health products may also potentially face competition from other
newer products in the future which may have more nutritional
value.

Although Liqua constantly seeks to limit the above risk, no
assurances can be given that the future business of Liqua will
not be affected by the ever increasing competition posed by
Liqua's competitors.

Such risks are mitigated by the strong market position that
Liqua currently has. Liqua is the first and only supplier of
liquid algae products in Malaysia and has the sole
distributorship to do so in Malaysia by its principal in the
USA, Re-Vita. Management also intends to build on the branding
of its products and create differentiation of Liqua's products
so as to reduce the impact of competition.

New entrants into the direct selling business must apply to the
Ministry of Domestic Trade and Consumer Affairs and comply with
the minimum criteria prescribed by the ministry. In view of the
influx of direct selling companies in the market, the ministry
has been selective in the issuance of new direct selling
licences to new entrants. Between January and April this year,
the Ministry of Domestic Trade and Consumer Affairs issued eight
new direct sales licences (Source: The Edge, 12 August 2002).

6.8 Direct Selling Licence & related legislations:

Liqua is licensed under the Direct Sales Act and Regulations
1993. Since such a licence is issued at the sole authority of
the Ministry of Domestic Trade and Consumer Affairs, Liqua, like
all other direct selling companies, are required to make an
application to the Ministry for the renewal of the said licence
on a yearly or once in 2 or 3 years' basis.

Although Liqua has not faced any problems so far in its renewal
of the above licence since the commencement of its business, no
assurance can be given that the above licence will continue to
be renewed at the specific times in the future. There is also no
assurance that there would not be any change to any current
government legislation or the imposition of new legislation by
the government which may adversely impact the business of Liqua
in the future or the overall multi-level marketing and direct
selling industry in Malaysia.

6.9 Foreign Exchange Risk

A large portion of Liqua's products is ultimately supplied by
Re-Vita, a company incorporated in the United States of America.
As such, there is a risk of changes in the purchase prices of
Liqua's products should there be a fluctuation in foreign
exchange rates should the RM to USD peg be lifted. The company
mitigates this risk by keeping sufficient stocks of such
imported goods for 3 to 6 months at any one time. Further, the
company may pass on some of such increased costs, if any, to its
customers.

7. EFFECTS OF THE PROPOSALS

7.1 Issued and paid-up share capital

The Proposals will not have any effect on the issued and paid-up
share capital of PPHB.

The effect of the Proposals on the issue and paid-up share
capital of Joycity is set out in Table 9 below.

7.2 Shareholding structure

The effects of the Proposals on the shareholding structure of
PPHB and Joycity are set out in Tables 10 and 11 respectively
below.

7.3 Net tangible assets ("NTA")

The effects of the Proposals on the NTA and NTA per share of
PPHB Group and Joycity Group are shown in Table 12 below.

7.4 Gearing

The effects of the Proposals on the gearing of PPHB Group and
Joycity Group are shown in Table 13 below.

7.5 Earnings

The Proposals are not expected to have any effect on the
earnings of the PPHB Group. Further, the Proposals are expected
to result in a loss to the Joycity Group for the financial year
ending 31 December 2003, being the year of the implementation of
the Proposals due to the write-off of listing premium amounting
to RM37,500,000, being the cost of the shares issued to the
Creditors' Agent and the existing shareholders of PPHB for the
Proposed PPHB Acquisition.

Apart from the above, the Proposals are expected to contribute
positively to the earnings of the Joycity Group from the
financial year ending 31 December 2004 onwards.

7.6 Dividends

PPHB has not declared any dividend for the financial year ended
30 June 2002. Due to the one-off exceptional expense of Joycity
Group for the financial year ending 31 December 2003, Joycity is
also not expected to declare any dividend for the financial year
ending 31 December 2003.

However, barring any unforeseen circumstances and should the
Joycity Group have sufficient retained earnings and cash
resources for the financial year ending 31 December 2004,
Joycity is expected to declare a rate of dividend that reflects
the financial position of Joycity Group at that time.

8. APPROVALS REQUIRED

The Proposals are subject to the following approvals:

     (i) SC, for the Proposals, save for the Proposed Debt
         Settlement, and the proposed waiver from the SC's
         Guidelines, as stated in Section 9 (i) below;

    (ii) Danaharta, for the Proposals, which will form part of
         the overall workout proposal for PPHB;

   (iii) The approval of secured creditors of PPHB, if any, or
         Danaharta for the Proposals pursuant to Section 46(4)
         of the Danaharta Act;

    (iv) Foreign Investment Committee ("FIC") for the Proposals
         other than the Proposed Waiver and the Proposed  
         Transfer of Listing Status; and

     (v) KLSE, for the following:

         (a) The Proposed Transfer of Listing Status and the
             admission of Joycity to the Official List of the
             Main Board of the KLSE;

         (b) The delisting of PPHB;

         (c) The listing of and quotation for the entire
             enlarged issued and paid-up share capital of
             Joycity after the Proposals on the Main Board of
             KLSE; and

         (d) The listing of and quotation for the Warrants on
             the KLSE, and the listing of new Joycity Shares
             arising from the exercise of Warrants on the KLSE;

    (vi) Shareholders of Liqua (M) and Align Matrix at their
         respective extraordinary general meetings to be
         convened; and

   (vii) any other relevant authorities.


9. DEPARTURE FROM SC'S GUIDELINES

The Proposals do not fully comply with the Policies and
Guidelines on the Issue/Offer of Securities issued by the SC
("SC Guidelines") in the following area:

9.1 Exercise Price of Warrants

The SC Guidelines stipulates that the exercise price of warrants
to be set at a discount of not more than 10% from the five (5)
day weighted average market price of the underlying shares at a
price-fixing date to be determined after the SC's approval.

However, the Company proposes to predetermine the exercise price
of the Joycity Warrants at RM0.75 per Warrant.

10. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

In so far as the directors of PPHB are aware, none of the
directors of PPHB and/or persons connected to them has any
interest, direct or indirect, in the Proposals.

In so far as the directors of PPHB are aware, none of the
substantial shareholders of PPHB and/or persons connected to
them has any interest, direct or indirect, in the Proposals,
other than as shareholders of the Company.

11. ADVISER

Alliance has been appointed by the SA as the adviser for the
Proposals.

12. APPLICATION TO THE RELEVANT AUTHORITIES

Applications to the relevant authorities for the Proposals are
expected to be made within one (1) month from the date of this
announcement.

13. DOCUMENTS FOR INSPECTION

The following documents can be inspected at the Registered
Office of PPHB at 12th Floor (Right Wing), Menara Kemayan, 160
Jalan Ampang, 50450 Kuala Lumpur from Mondays to Fridays (except
public holidays) during business hours from 9.00 a.m. to 5.00
p.m. from the date of this announcement for a period of fourteen
(14) days from the date of this announcement:

     (i) The Restructuring Agreement; and

    (ii) The Liqua Sale Agreement.


CONTACT INFORMATION: 12th Flr (Right Wing)
                     Menara Kemayan
                     160, Jln Ampang
                     50450 Kuala Lumpur
                     Tel: 03-2669660
                     Fax: 03-2669661



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


C&P HOMES: Narrows Net Loss to P394M
------------------------------------
C&P Homes Inc. narrowed its net loss to 394 million pesos in the
nine months to September, versus a net loss of 718 million a
year earlier, due to lower costs and an increase in sales, AFX
Asia said on Monday.

The Company's costs and expenses dropped to 1.948 billion from
2.075 billion a year earlier.

The Troubled Company Reporter-Asia Pacific reported in August
that C&P Homes Inc. is negotiating with its creditor banks for
asset swaps towards payment of its loans.

As of June, the Company has 1.79 billion pesos in bank loans,
loans and notes payable worth 220 million and commercial
floating rate notes of 10.21 billion.


GLASGOW CREDIT: Investors Can Claim 80% of Investments Nov 26
-------------------------------------------------------------
Investors Glasgow Credit and Collection Services, Inc. can start
claiming 80 percent of their investments on November 26, 2002,
the Business World reported on Monday.

The Securities and Exchange Commission (SEC) said each investor
would be receiving 79.37 percent of their outstanding claims
from Glasgow. Payments previously received as interest would be
deducted from the claims.

Only 79.37 percent would be returned to investors since the
total amount of Glasgow accounts set for the claims is only
696.29 million Philippine pesos (US$13.04 million) as against
the total claim of PhP939.28 million.

The SEC said only investors whose names appear on the lists of
SEC and Glasgow can start collecting their payments on November
26 to 29. The payments would be in the form of managers' checks.

Investors are required to appear in person when collecting their
checks. They should bring two official identification cards with
their photographs and signatures such as driver's license,
passport, Social Security System ID, Philippine National Police
or Armed Forces of the Philippines ID.

Investors should also bring the original checks and contracts
with the SEC-received stamp, as well as one set of photocopied
documents for submission.

A detailed schedule of payments for Glasgow investors is posted
at the fifth floor of the SEC Building in Ortigas.

The SEC emphasized only investors who are scheduled for the
specific date, shall be entertained on such dates:

Investors with family names starting with A, C, D, F, L, M, Q, U
are scheduled on Nov. 26 at the 8/F floor Tower II of RCBC
Plaza, Ayala Avenue, Makati. Those with family names starting
with G, P and Y can go to the Metro Xpress Delivery Services,
Inc., 5/F of the Prudential Bank Building, 6887 Ayala Avenue,
Makati from November 26 to 29.

Investors with family names starting with B, R, S, T and Z can
go to Fiesta Carnival Cinema, Araneta Center, Cubao, Quezon
City.

Those with family names starting with E, H, I, J, K, N, O and V
can collect their checks at Aqua Street, Unit 7, 3/F of Star
Mall, Shaw Boulevard, Mandaluyong.

And those with names starting with W can go to Allied Bank's
Shaw Boulevard branch.

However, payment for investors who failed to submit documents to
the SEC but whose names appear on the Glasgow list will only be
paid after all other claims had been settled.


MANILA ELECTRIC: Post Notice of Supreme Court's Decision
--------------------------------------------------------
Manila Electric Company (MERALCO), in its letter dated November
15, 2002, informed the Philippine Stock Exchange (PSE) that the
Philippine Supreme Court has rendered a decision on G.R. 141314
Republic of the Philippines, represented by the Energy
Regulatory Board versus Court of Appeals and Manila Electric
Company and G.R. 141369 Lawyers Against Monopoly and Poverty
(LAMP) et. al. versus Manila Electric Company. The Company, in
the said letter, stated that:

In a decision dated November 15, 2002, the Supreme Court
reversed the decision of the Court of Appeals dated February 24,
1999 setting aside the Energy Regulatory Board (ERB) final
decision on Meralco's application for P0.21 per kilowatthour
rate increase dated February 16, 1998. The Supreme Court ordered
MERALCO to adopt a rate adjustment in the amount of P0.017 per
kilowatthour, effective with respect to MERALCO's billing cycles
beginning February 1994 and ordered MERALCO to refund the amount
of P0.167 per kilowatthouse.

A copy of the Supreme Court Decision is attached for your
reference at
http://bankrupt.com/misc/tcrap_meralco1119p2.pdf


MANILA ELECTRIC: Legal Arguments May Delay Payouts to Customers
---------------------------------------------------------------
Actual payments to Manila Electric Co (Meralco)'s customers will
likely be delayed because of legal arguments on the computation
of the refund until after the 2004 Presidential election, AFX
Asia reports, citing KGI Securities Vice President Henry Ong.

The Supreme Court last week ordered Meralco to refund excess
billings to customers from 1994, representing income tax
payments, which it passed on as part of operating expenses.

Ong said Meralco might have to borrow money to cover the refund.

"Our computation shows the minimum annual amortization of
Meralco on the 28 billion pesos refund, even for the next 100
years at 5 percent interest, will not fall below 1 billion
pesos, which is just equivalent to its annual net income," he
said.

Ong emphasized that arrangement would leave Meralco with barely
enough funds for capital expenses, which could cripple its
service.


MANILA ELECTRIC: Shares Down 40% After Court Ruling
---------------------------------------------------
Shares of Manila Electric Co. (Meralco) slumped 40 percent to an
eight-year low on the Philippine Stock Exchange (PSE), after the
Supreme Court ordered the company Friday to refund customers,
the Philippine Daily Inquirer said on Tuesday.

Meralco, which had a market capitalization of 14.7 billion pesos
as of Friday, had earlier said the ruling could cost it as much
as 28 billion pesos.

The government said Monday it was temporarily shelving plans to
sell its 10-percent stake in Meralco.

The government owns 24 percent of Meralco. The Lopez family that
manages it has a 16-percent stake.

BPI Securities Corp. investment analyst Spencer Yap said the
consequences of the court ruling on Meralco was "staggering."

Standard & Poor's cut its rating on the Company by two notches
to B-plus from BB on Friday after the court ruling.


MANILA ELECTRIC: Responds to PSE Queries
----------------------------------------
In response to the Philippine Stock Exchange's query regarding
the unusual price movement in the trading of Manila Electric
Company (MER) shares on November 18, 2002, the Company, in its
letter dated November 19, 2002, stated that:

Manila Electric Company presume that the price movement of the
trading of MERB on the said date was a result of the Supreme
Court decision dated November 15, 2002, which was disclosed last
Friday.

For a copy of the press release, go to
http://bankrupt.com/misc/tcrap_meralco1119.pdf


MANILA ELECTRIC: Government Delays 10% Stake Sale
-------------------------------------------------
The Philippine government delayed further plans to sell a 10
percent stake in Manila Electric Co. (Meralco) after the court
asked the power retailer to refund customers for overcharging,
Business World said, citing Finance Secretary Jose Isidro
Camacho.

Since 2000, the government has been planning to sell Meralco's
shares to help plug the budget deficit. In September, the
government started preparing bidding rules so that it could sell
the shares as soon as regulators decided on Manila Electric's
request to raise tariffs.

Last week, the Supreme Court asked Meralco to reduce bills to
reimburse customers it overcharged by including its own taxes
when calculating power rates since 1994.

The shares were worth 4 billion pesos when they were last
estimated in June 2001. The government deferred selling the
shares because of a weak stock market, which dropped 24 percent
in dollar terms in 2001, the worst performer in Southeast Asia.


METRO PACIFIC: Posts FY02 Financial Results
-------------------------------------------
Metro Pacific Corporation recently announced an unaudited
consolidated loss before provisioning of Pesos 1.5 billion for
the period ended 30th September 2002, lower than the Pesos 1.6
billion loss reported for the same period last year.

In addition, as previously disclosed, a one-time, extraordinary
provision of Pesos 7.2 billion was made during the first half of
2002, in anticipation of a potential loss that may arise in the
event foreclosures occur on shares owned by Metro Pacific in
Bonifacio Land Corporation BLC. Currently, 50.4 percent of BLC
shares are pledged as security for a $90.0 million US loan from
Larouge B.V., a wholly-owned subsidiary of First Pacific Company
Limited First Pacific, and an additional 17.2 percent of BLC
shares are pledged to other creditors whose loans are now past
due. The provision reflects the difference between Metro
Pacific's carrying cost of its BLC shares and the amount of the
principal of the outstanding loans that will be repaid by those
shares, should foreclosures occur. Metro Pacific stresses that
this one-time, non-cash provision does not affect the book value
of BLC, which stood at Pesos 20.3 billion as of 30th September
2002. Metro Pacific owns 72.9 percent of BLC, with an equivalent
book value of Pesos 14.8 billion.

Consolidated Results

Metro Pacific recorded consolidated revenues of Pesos 4.1
billion for the first nine months of 2002 (2001: Pesos 5.5
billion); 2001 revenues included a substantial, one-time bulk
sale of condominium units at Pacific Plaza Towers. Consolidated
gross margins improved to 23.3 percent in 2002 versus 21.2
percent in 2001, reflecting increased revenues and reduced
expenses by subsidiaries Negros Navigation Company Nenaco and
Landco Pacific Corporation Landco. Operating expenses decreased
11.1 percent to Pesos 772.8 million from Pesos 869.1 million in
2001, due to various ongoing manpower reduction and cost-cutting
programs at both the parent and subsidiary levels. Financing
charges decreased substantially to Pesos 1.1 billion, a
reduction of 32.4 percent versus the same period last year
(2001: Pesos 1.6 billion), due to discontinuance of interest
accruals on loans at Metro Pacific and BLC, for which settlement
agreements have been obtained.

Debt Reduction and Restructuring

Consolidated assets as of 30th September 2002 stood at Pesos
60.9 billion, financed by consolidated shareholders' equity of
Pesos 31.8 billion and consolidated liabilities of Pesos 29.0
billion, of which Pesos 18.2 billion are interest-bearing.

At the end of 2001, Metro Pacific parent company debts stood at
Pesos 11.9 billion. Excluding the Pesos 4.7 billion principal
portion of the Larouge loan, and other secured obligations of
Metro Pacific, only Pesos 2.8 billion of bank debt remains,
which require either repayment, or restructuring. Excluding the
value of Metro Pacific's 50.4 percent shareholding in BLC, Metro
Pacific's asset-to-debt-ratio is in excess of 3x.

Management remains in active negotiations with a number of
parties, including both banks and non-financial institutions,
with regard to its debt reduction and restructuring program.

Operational Review

Nenaco posted a net profit of Pesos 45.8 million, a significant
turnaround from a loss of Pesos 538.1 million for the period
last year. Net revenues rose to Pesos 1.82 billion (2001: Pesos
1.8 billion), driven by stable growth in freight revenues, which
improved 10 percent to Pesos 765.0 million (2001: Pesos 697
million). Passage revenues remained steady at Pesos 1.03
billion. Performance was strengthened by improved gross margins,
due to reduced vessel and terminal operating costs, and
efficient rationalization of high-performing routes. Operating
expenses likewise fell by 8 percent, due to continuing manpower
reductions, and implementation of a zero overtime policy.

Landco posted a net profit of Pesos 25.3 million, reversing
losses of Pesos 25.2 million for the same period last year and
reflecting a 72.5 percent drop in financing charges as well as
increased sales margins. Revenues improved substantially, to
Pesos 421.6 million (2001: Pesos 310.2 million), reflecting the
effective sell-out of major, high margin real estate projects,
and the benefits realized by management's ongoing business
restructuring program.

FBDC reported a consolidated net loss of Pesos 122.6 million for
the first nine months of 2002 (2001 income: Pesos 139.6
million), despite an improvement in revenues of Pesos 1.7
billion for the period (2001: Pesos 1.2 billion), largely due to
reduced margins from sales of undeveloped lots during the first
half of 2002 (versus higher margin, developed lots).
Nonetheless, revenues for the period were primarily derived from
previously disclosed lot sales, in addition to increased lease
rents from ongoing and new commercial lessees.

On 12th November 2002, FBDC signed a loan agreement with Ayala
Land Inc. and United Laboratories Inc., for the amount of Pesos
800,000,000, to finance the completion in full of its Bonifacio
Ridge condominium project. The twin tower mid-market residential
project is now on schedule for completion in early 2004.

Pacific Plaza Towers reported a net loss of Pesos 58.1 million
on revenues of Pesos 136.2 million, significantly better than
its loss of Pesos 196.9 million for the same period last year.
New sales continue within expectations despite the general
weakness of the luxury condominium market.

First e-Bank has entered into an agreement with Banco de Oro BDO
under which BDO will acquire First e-Bank's banking business,
along with a majority of its liabilities. This transaction will
be completed before the end of 2002, after which First e-Bank
will revert to its prior name, Private Development Corporation
of the Philippines. Management is currently engaged in preparing
a new business strategy for the bank, which will be presented
for approval at First e-Bank's shareholders meeting on 6th
December 2002.

Conclusion

Remarking on Metro Pacific's results for the first nine months
of 2002, Chairman of the Board and President Manuel V.
Pangilinan said, "These results illustrate Metro Pacific's
efforts to continue reducing its operating losses, and as the
return to profitability of Nenaco and Landco Pacific show, we
are making progress in this regard. While FBDC and Pacific Plaza
Towers remain adversely impacted by the overall negative
sentiment that exists throughout the property sector, both are
showing resilience in the market, and their prospects are
positive. I am also pleased to note we achieved a major
objective for Metro Pacific by securing a solid partner to
acquire the banking business of First e-Bank. Management remains
wholly focused upon achieving further progress in our debt
reduction plan, while repositioning the Company for its future."


METRO PACIFIC: Signs US$90M Deal With Ayala Land
------------------------------------------------
Metro Pacific Corporation will sign a US$90 million deal for the
sale of its 50.4 percent stake in Bonifacio Land Corporation to
the Ayala-Campos group anytime this week, AFX Asia said on
Monday.

Metro Pacific owns 72.9 percent of Bonifacio Land, which in turn
controls 55 percent of the Fort Bonifacio Development Corp,
developer of the Bonifacio Global City.

The definitive agreement is targeted for closing in January.

The Ayala-Campos group will acquire Bonifacio Land through a 50-
50 joint venture. Metro Pacific will lose all board seats in the
Company but will be given a 20-hectare property in the Fort
Bonifacio Global City for future development, as well as a
minority stake.

The report said the Ayala-Campos tandem will also address part
of Metro Pacific's remaining debt.


MULTITEL GROUP: May Have Amassed P25B From Pyramid Scam
-------------------------------------------------------
The Multitel group may have amassed as much as 20 billion to 25
billion pesos in its pyramid scheme, according to the sales
agents of Multinational Telecom Investors Corporation (MTIC) now
cooperating with the Securities and Exchange Commission (SEC),
the Philippine Daily Inquirer said on Monday.

The SEC shut down Multitel's operations after it learned that
Multitel had been running a scam that used money from new
investors to pay earlier ones.

The law enforcers are looking for Multitel's founder, Rosario
Baladjay, a former clerk at the employees' cooperative at
Eastern Telecommunications Philippines Inc.

According to the SEC's informants, the Multitel group including
Multitel International Holdings Inc., Everflow Group of
Companies, One-Heart Multi-Purpose Cooperative Inc., Star
Enterprise Multi-Purpose Cooperative Inc. and other so-called
conduits, had around 600 "counselors" managing hundreds of
millions of pesos.

An unnamed SEC official said he doubted whether Multitel's
investors could recover their money, saying Multitel had missed
on a promise to pay its investors on November 12, 2002.

Baladjay has sent letters telling Multitel's investors that they
will get their money before Christmas.

The founder said the waiting period for all the unclaimed
interest and termination was more or less three to six months
because of "heavy withdrawal."


PHILIPPINE LONG: Aims to Raise US$75-US$100M in 2003
----------------------------------------------------
The Philippine Long Distance Telephone Co. (PLDT) will raise
US$75-US$100 million in 2003 through the syndicated loan market
with an expected tenor of five years, Reuters reported on
Monday.

The Troubled Company Reporter-Asia Pacific reported that PLDT
will set aside PHP5.5 billion next year for capital
expenditures, citing president and CEO Manuel Pangilinan.

"It's definitely going to be slightly lower than this year," Mr.
Pangilinan said during the sidelights of the agreement signing
on strategic private sector partnership for urban poverty
reduction between the Philippine Business for Social Progress
(PBSP), Asian Development Bank and finance department.

DebtTraders reports that Philippine Long Distance Telephone's
11.375 percent bond due in 2012 (TELP12PHS1) trades between 92
and 94. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=TELP12PHS1


PHILIPPINE LONG: Union Files Strike Notice to Protest Layoffs
-------------------------------------------------------------
Labor union members of the Philippine Long Distance Telephone
Co. (PLDT) are threatening a nationwide strike by December over
management's plans to lay off 503 workers, citing union
President Peter Pinlac said.

Pinlac told AFX-ASIA in an interview the notice of strike has
been filed with the Labor department. He said the employees'
union of 7,000 members is capable of crippling PLDT's operations
in the event of a strike.

According to Pinlak, PLDT announced on November 6 that it
intends to lay off 392 employees in provincial regional
operating services and declare 111 operators redundant in Manila
by December 1, 2002.

"We expect management's reaction will be favorable. If not we
will be forced to go on strike. Most likely the strike will be
in December."

PLDT spokesman Menardo Jimenez Jr. said talks with the union are
ongoing.

"Both management and union are presently in discussion. We
remain hopeful the matter can be resolved at the soonest
possible time."


UNITRUST DEV'T: Citystate Abandons Joint Bid with PBCom
-------------------------------------------------------
Citystate Savings Bank Inc, another bank keen on reviving
Unitrust Development Bank, confirmed reports it has abandoned
its joint bid with the Philippine Bank of Communications to
revive the closed Bank, after failing to meet the October 15
deadline given to it by regulators to secure consent of
Unitrust's shareholders for the rehabilitation bid, the AFX-Asia
News said.

"The deadline lapsed. We were negotiating at that point. The
negotiations were not yet final at that time. It will be moot
and academic if we continue negotiating as the deadline has
lapsed," Citystate Saving's executive vice-President Rey D.
Delfin told the Business World.

The right to rehabilitate Unitrust was first given by PDIC to
PBCom but the latter backed out due to the unresolved ownership
issues in the closed bank. The deposit insurer later offered
Unitrust to other parties but only Citystate Savings came
forward.

Last month, the PDIC decided to give Citystate Savings until
October 15 as final deadline to submit duly authenticated
documents embodying the required consent of stockholders
representing at least 67 percent of the ownership of Unitrust.
(M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 229, November
19, 2002)


UNITRUST DEVELOPMENT: CSB Responds to Revival Plan Report
---------------------------------------------------------
In reference to the news article entitled "PBCom, Citystate drop
plans to revive Unitrust" published in the November 15, 2002
issue of the Business World.  The article reported that
"Meanwhile, Citystate Savings Bank, another bank keen on
reviving Unitrust, failed to get the consent of the closed
bank's shareholders on its rehabilitation bid within the
deadline set by the Philippine Deposit Insurance Corp. (PDIC).
Last month, the PDIC decided to give Citystate Savings until
October 15, as final deadline to submit duly authenticated
documents embodying the required consent of stockholders
representing at least 67 percent of ownership of Unitrust."

Citystate Savings Bank, Inc. (CSB), in its letter to the
Philippine Stock Exchange dated November 15, 2002, stated that:

CSB would like to confirm the [information in the] above cited
news article. While Citystate was negotiating for the consent of
the local investors, the deadline set by PDIC had elapsed on
October 15, 2002.

The full press release is located at
http://bankrupt.com/misc/tcrap_csb1119.pdf



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


PARKWAY HOLDINGS: Post Notice of Director's Interest
----------------------------------------------------
Parkway Holdings Limited posted a notice of changes in Director
Tony Tan Choon Keat's shareholding:
  
Date of notice to Company: 18 Nov 2002
Date of change of deemed interest: 15 Nov 2002
Name of registered holder: Tan Kim Yeow Sdn Bhd
Circumstance(s) giving rise to the interest: Open market
purchase

Shares held in the name of registered holder
No. of shares of the change: 70,000
% of issued share capital: 0.01
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: $0.80714
No. of shares held before change: 4,609,000
% of issued share capital: 0.64
No. of shares held after change: 4,679,000
% of issued share capital: 0.65

Holdings of Director including direct and deemed interest

                                  Deemed     Direct
No. of shares held before change: 19,273,764 14,216,776
% of issued share capital:        2.68       1.97
No. of shares held after change:  19,343,764 14,216,776
% of issued share capital:        2.69       1.97

Total shares:                     19,343,764 14,216,776

The Directors of Parkway Holdings Limited (Parkway) has
undertaken an internal restructuring exercise whereby its
wholly-owned subsidiary, Gleneagles International Pte Ltd, has
transferred its entire equity interest in one of it's wholly-
owned subsidiary, Parkway Shenton Pte Ltd comprising 2 ordinary
shares of $1.00 each to its immediate holding company, Parkway
Group Healthcare Pte Ltd, which is in turn a wholly-owned
subsidiary of Parkway, at its book value of $2.00 (the
Restructuring).

According to Wright Investor's Service, at the end of 2001,
Parkway Holdings Limited had negative working capital, as
current liabilities were 278.68 million Singapore Dollars while
total current assets were only 134.72 million Singapore Dollars.


XPRESS HOLDINGS: Proposes Capital Reduction Exercise
----------------------------------------------------
The Board of Directors of Express Holdings Limited refers to the
announcement released by the Company on October 24, 2002 in
respect of the proposed capital reduction exercise to be carried
out by the Company to reduce the par value of its shares from
$0.05 to $0.01 each (the Capital Reduction).

Further thereto, the Board is pleased to announce that the
Singapore Exchange Securities Trading Limited SGX-ST has given
its in-principle approval for the listing and quotation of the
shares in the capital of the Company at a reduced par value of
$0.01 each from the current $0.05 each, upon the Capital
Reduction being effective, subject to:

(a) Approval of the shareholders of the Company at an
    extraordinary general meeting EGM to be convened; and

(b) Confirmation of the High Court of the Republic of Singapore.

Please note that the SGX-ST's in-principle approval is not an
indication of the merits of the Capital Reduction.

A circular to shareholders of the Company setting out the
details of the Capital Reduction and the notice convening the
EGM will be despatched to the shareholders in due course.

TCR-AP reported that printing firm Xpress Holdings Ltd posted a
net loss of S$9.454 million in the six months to December 2001,
against a loss of S$31.48 million a year earlier.




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,
Larri-Nil Veloso, 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
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                 *** End of Transmission ***