/raid1/www/Hosts/bankrupt/TCRAP_Public/030106.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                   A S I A   P A C I F I C

           Monday, January 6, 2003, Vol. 6, No. 3

                         Headlines

A U S T R A L I A

DWYER HOLDINGS: PwC Issues Case Profile
POWERLAN LIMITED: Releases Commitment Entities Report
STADIUM AUSTRALIA: James Fielding Funds Offered as Manager
TELEVISION & MEDIA: PBL Ups Stake to 19.26%
WESTERN METALS: Posts Quarterly Unlisted Options Statement


C H I N A   &   H O N G  K O N G

21CN CYBERNET: Trims Operations Loss to HK$11.55M
401 HOLDINGS: Parallel Trading Ceases on Tuesday
CHINA CONVERGENT: Winding Up Sought by iOne Finance
CHINA UNITED: Group Reorganization Scheme Effectuated
FISHERMEN'S PLACE: Winding Up Hearing Scheduled in January

HUNG FUNG: Appoints Broker to Facilitate Odd Lots Trading
HYCOMM WIRELESS: H102 Net Loss Narrows to HK$10.44M
PLANTERS CHINA: Winding Up Petition Slated for Hearing
SKY FORTUNE: Hearing of Winding Up Petition Set
WAYMAX DEVELOPMENT: Petition to Wind Up Pending


I N D O N E S I A

TIMAH TBK: Shows Interest in Three Coal Mining Firms


J A P A N

AIOI INSURANCE: Files Suit Against Fortress Re Over Losses
ISHIBASHI KOSHO: Court Declares Bankruptcy
NAKAI SANGHYO: Beverage Firm Applies for Rehabilitation
NTT DOCOMO: Likely to Sell Stake in KG Telecom
NTT DOCOMO: Deploys W-CDMA Services in Four Major U.S. Markets

SEIBU DEPARTMENT: Liquidates Subsidiaries
SNOW BRAND: Kagome Buys Stake for Y400-500M
TOMEN CORPORATION: Toyota Motor Group Provides Support


K O R E A

ASIANA AIRLINES: Passenger Numbers Lower in December
ASIANA AIRLINES: Resuming Flights to Taiwan This Month
ASIANA AIRLINES: SFC Orders Balance Sheet Revision
HYNIX SEMICONDUCTOR: Creditors OK Third Bailout Plan
HYNIX SEMICONDUCTOR: Selling US$251M in Assets

HYNIX SEMICONDUCTOR: ImageQuest Equities Go to GB Synerworks
HYUNDAI MERCHANT: FTC Fines W30M for Trying to Conceal W400B
HYUNDAI SECURITIES: Government Plans Separate Auction
KOREA THRUNET: Softbank Sells 16.23% Stake


M A L A Y S I A

ABRAR CORP.: No Material Change in Defaulted Payment Status
ACTACORP HOLDINGS: Finalizes Proposed Workout Scheme Details
BESCORP INDUSTRIES: Inks Supplemental Agreement With WCT
CHASE PERDANA: Shareholders OK All Resolutions at EGM
CONSTRUCTION AND SUPPLIES: Promotes Agrees Proposed Variations

EPE POWER: Seeks Further Financial Regularization Time Extension
GEAHIN ENGINEERING: SC Guidelines Compliance Waiver Granted
KIARA EMAS: SC Grants Proposals, Proposed Exemption Approval
KUALA LUMPUR: Enters New SSA With Equine
MALAYSIAN GENERAL: Receives SC's Scheme Approval Letter

PICA (M) CORPORATION: Discloses Credit Facilities Status Update
PICA (M) CORPORATION: Seeks Further Approval From Creditors
SCK GROUP: Discloses Revised Restructuring Scheme
SEAL INCORPORATED: Defaulted PAYMENT Stands RM2.92M
SELOGA HOLDINGS: Obtains Proposals Approval From Shareholders

SENG HUP: Relevant Regulatory Authorities Approve Proposals
SPORTMA CORPORATION: Provides Defaulted Payment Update
SRIWANI HOLDINGS: SC Rejects Minimum Guaranteed NTA Appeal
TAI WAH: Submits Proposed Restructuring Exercise to SC
TRANS CAPITAL: SC OKs Proposed Corp, Debt Restructuring Scheme


P H I L I P P I N E S

GLASGOW CREDIT: Creditors Support Settlement Offer
MANILA ELECTRIC: Assures Maturing Debt Settlement This Year
MANILA ELECTRIC: ERC Allows to Collect SPPA Costs Worth P5.758B
MANILA ELECTRIC: Power Purchases to Recover Deferred Charges
PHILIPPINE LONG: Denies Blocking PTT Calls Reports

PHILIPPINE LONG: Strike Remains Unresolved


S I N G A P O R E

ASCOTT GROUP: Australian Units Undergo Liquidation
GUL TECHNOLOGIES: Unveils Restructuring, Operational Outlook
ISOFTEL LTD: Relocates Corporate Office
NATSTEEL LIMITED: Gives One-Week Offer Extension
NATSTEEL LTD: Unit Disposes Shares for S$625,000

PRESSCRETE HOLDINGS: ATS Inks Agreement With Corcovado
ROTOL SINGAPORE: Unit Enters Voluntary Liquidation
SEATOWN CORPORATION: Financial Result Deferred
VAN DER: Enters Sale Agreement to Purchase Petroleum Company


T H A I L A N D

NAKORNTHAI STRIP: Posts Business Reorganization Plan Summary
NORTHEAST AGRO: Files Business Reorganization Petition
SUN TECH: Announces 2003 Company Holidays
TELECOMASIA CORPORATION: Undertakes Debt Reduction

     -  -  -  -  -  -  -  -

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


DWYER HOLDINGS: PwC Issues Case Profile
---------------------------------------
PricewaterhouseCoopers issued the case profile of Dwyer Holdings
Pty Ltd:

Territory   :  Australia
Company Name:  Dwyer Holdings Pty Ltd
Lead Partner:  Ian Hall
Case Manager:  Roz Watson
Date of Appointment:  27 April 2001
Normal Contact     :  Roz Watson
Contact Phone No   :  (07) 3257 8600

PwC OFFICE

Location:  Brisbane
PO Box  :  GPO Box 150
Street Address:  Waterfront Place, 1 Eagle Street
City    :  BRISBANE
State   :  QLD
Postcode:  4001
DX      :  DX 77 Brisbane
Phone   :  (07) 3257 5000
Fax     :  (07) 3257 8004
Appointor:  Westpac Banking Corporation Limited
Registered Office of company:  167A Queen Street, AYR, QLD, 4807
Company No / ACN:  009 802 902
Type of Appointment       :  Receiver and Manager
Lead Partner - Full Name  :  Ian Richard Hall
Second Partner - Full Name:  Peter James Hedge

CASE INFORMATION (LAST UPDATED 04/12/2002 12:05:32 PM)

Time       :  12:00 PM
Return time:  12:00 PM
Time       :  12:00 PM
Return time:  12:00 PM
Time       :  12:00 PM

Other Key Information

All properties in company's name have been sold.
Job closure:  Awaiting finalization of Receivers and Managers
administration issues.

BACKGROUND INFORMATION

On April 27, 2001 Westpac Banking Corporation appointed IR Hall
and PJ Hedge as receivers and managers over Dwyer Holdings Pty
Ltd, Dwyer Group Pty Ltd and Croker Car Center Pty Ltd. Dwyer
Holdings Pty Ltd is primarily a land holder. Dwyer Group Pty Ltd
owns and operates the businesses Brandon Car Wreckers and Mackay
Agricultural parts. Dwyer Group originally included a number of
motor vehicle and farming equipment outlets which were
subsequently sold over the period from July 2000 to February
2001, leaving the abovementioned two businesses. Croker Car
Center Pty Ltd originally operated a motor vehicle sales outlet
which was also sold and all that remains in this company is
debtors.

Company now in liquidation. D J Offerman of Knights Offermans in
Townsville is the liquidator. See address below for further
correspondence. All remaining debtor recoveries have been
directed to the liquidator. All queries by creditors should be
directed to the liquidator.

CURRENT STATUS OF ASSIGNMENT AND ACTIONS REQUIRED BY CREDITORS

Receivers and Managers have made payments to employees on behalf
of EESS for their entitlements as agreed by EESS.

Further dividend may be available upon the realization of all
assets of Dwyer Group Pty Ltd. The only remaining assets are
debtors remaining to be collected.

Dwyer Group Pty Ltd was placed in creditors' voluntary
liquidation, following the appointment of D J Offerman of
Knights Offermans in Townsville on 9 May 2002, as administrator,
by directors of company. All creditors queries should now be
forwarded to

Level 1, 85 Denham St
TOWNSVILLE QLD 4810

NEXT MILESTONE AND ESTIMATED TIMETABLE

Receivers and Managers have made payment to employees on behalf
of EESS in the week commencing 8 April 2002.

Receivers and managers have not yet resigned pending
finalization administration issues.

LIKELY OUTCOME FOR CREDITORS AND TIMETABLE

There will not be sufficient funds available to pay the secured
creditor in full and therefore no funds available for unsecured
creditor.

EESS payment to employees has been made.

Payment from Dwyer Group Pty Ltd to employees (or EESS in their
shoes) will not be made until all collectible debtors are
collected.

All payments to Dwyer Group employees is completed.

Any further asset collection (debtors) has been directed to the
liquidator at Knights Offermans in Townsville (see above for
address). (www.pwcrecovery.com)


POWERLAN LIMITED: Releases Commitment Entities Report
------------------------------------------------------
Powerlan Limited released on Thursday it quarterly report for
entities admitted on the basis of commitments. Go to
http://www.bankrupt.com/misc/TCRAP_PWR0106.pdfto see such
report.

On December 27, 2002, The Troubled Company Reporter - Asia
Pacific reported that the Company has executed a deed of company
arrangement in respect to the voluntary administration of ACN
056 159 963 Pty Ltd formerly known as Powerlan (Qld) Pty Ltd,
whereby Powerlan Limited will pay $5m over a 2.5 year period.


STADIUM AUSTRALIA: James Fielding Funds Offered as Manager
----------------------------------------------------------
James Fielding Group wishes to announce that its wholly owned
subsidiary James Fielding Funds Management Limited has been
named as new manager candidate for the Stadium Australia Trust
(Telstra Stadium). Such appointment is subject to a unitholder
meeting which will be held on 29 January 2003.

Wrights Investors' Service reports that at the end of 2002, the
Stadium Australia Group had negative working capital, as current
liabilities were A$27.87 million while total current assets were
only A$10.84 million. The company reported losses during the
previous 12 months and has not paid any dividends during the
previous 3 fiscal years.


TELEVISION & MEDIA: PBL Ups Stake to 19.26%
-------------------------------------------
Publishing & Broadcasting Limited (PBL) increased its relevant
interest in Television & Media Services Limited on 24 December
2002, from 17,196,473 ordinary shares (11.5 percent) to
35,009,087 ordinary shares (19.26 percent).

The Troubled Company Reporter - Asia Pacific reported on
December 27 that the Company has transferred all of the shares
in the under performing Val Morgan and MEG Australian, New
Zealand and South American cinema advertising businesses
(Advertising Businesses) to major creditors of the Advertising
Business (being the cinema exhibitors Hoyts, Greater Union and
Village) in return for the release of existing and future
liabilities under cinema advertising agreements.


WESTERN METALS: Posts Quarterly Unlisted Options Statement
----------------------------------------------------------
Western Metals Limited advised that the following unlisted
options remained outstanding at December 31 2002.

NUMBER         EXERCISE      EXPIRY               CLASS
OF OPTIONS     PRICE         DATE

2,899,500    62 cents     15 November 2004  Employee
207,298,989  2.169 cents  30 June 2007      Noteholder
5,000,000    5 cents      30 November 2007  Executive Director
5,000,000    7 cents      30 November 2007  Executive Director
5,000,000    9 cents      30 November 2007  Executive Director

The Troubled Company Reporter - Asia Pacific reported on
December 27, 2002 that Company's documentation of the
revised credit arrangements with its principal Financiers
continues to progress positively and the Directors are confident
and reasonably expect that these arrangements will be formally
concluded and documented by the first week in this year.


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


21CN CYBERNET: Trims Operations Loss to HK$11.55M
-------------------------------------------------
21 CN Cybernet Corporation Limited announced on 27 12 2002:
(stock code: 00241 )
Year end date: 31/03/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Auditors
                                                (Unaudited)
                             (Unaudited)         Last
                              Current            Corresponding
                              Period             Period
                              from 01/04/2002    from 01/04/2001
                              to 30/09/2002      to 30/09/2001
                              Note  ('000)       ('000)
Turnover                           : 3,410              5,587
Profit/(Loss) from Operations      : (11,552)           (23,072)
Finance cost                       : (864)              (1,501)
Share of Profit/(Loss) of
  Associates                       : N/A                (1,376)
Share of Profit/(Loss) of
  Jointly Controlled Entities      : N/A                N/A
Profit/(Loss) after Tax & MI       : (12,610)           (25,949)
% Change over Last Period          : N/A       %
EPS/(LPS)-Basic (in dollars)       : (0.0041)           (0.0085)
         -Diluted (in dollars)     : N/A                N/A
Extraordinary (ETD) Gain/(Loss)    : N/A                N/A
Profit/(Loss) after ETD Items      : (12,610)           (25,949)
Interim Dividend                   : NIL                NIL
  per Share
(Specify if with other             : N/A                N/A
  options)
B/C Dates for
  Interim Dividend                 : N/A
Payable Date                       : N/A
B/C Dates for (-)
  General Meeting                  : N/A
Other Distribution for             : N/A
  Current Period
B/C Dates for Other
  Distribution                     : N/A

Remarks:

(1) Analysis of turnover and loss from continuing operations and
discontinued operations

        Continuing operation    Discontinued operation  Total
   2002    2001            2002    2001            2002    2001
HK$'000 HK$'000         HK$'000 HK$'000         HK$'000 HK$'000

Turnover  3,161   3,756     249   1,831           3,410   5,587
        ======= =======     ===   =====           =====   =====

Profit/
(Loss)  (11,686)(24,390)    134   1,318
(11,552)(23,072)
        ======= =======     ===   =====           =====   =====

(2) Discontinued operation

On 1st November, 2001, the Group entered into a conditional sale
and purchase agreement to dispose of the dairy farm business in
New Zealand. The transaction was completed in July 2002 and the
consideration was agreed at NZD 2,881,000 (equivalent to
HK$10,455,000).  A gain on disposal of discontinued operation
amounted to HK$1,484,000 resulted.

(3) Loss from continuing operations included:-
                                          2002            2001
                                         HK$'000         HK$'000

   Provision for diminution in value of
    investment properties                   6,500           -
                                           =====           ====

A provisional sale and purchase agreement was signed on 13th
December, 2002 in respect of the disposal of two investment
properties namely Regency Center at 39 Wong Chuk Hang Road,
Aberdeen, Hong Kong and Lea Hin Industrial Building at 43 Wong
Chuk Hang Road, Aberdeen, Hong Kong at an aggregated
consideration of HK$55,500,000. The net book value of these
investment properties was HK$62,000,000 and a provision for
diminution in value of HK$6,500,000 has been made during the
current period in order to write down their aggregate carrying
value of HK$55,500,000. The disposal is scheduled for completion
on 15th January, 2003.

(4) Basic loss per share

The calculation of basic loss per share is based on the Group's
loss attributable to shareholders of HK$12,610,000 (2001:
HK$25,949,000) and the weighted average of 3,092,599,333 (2001:
3,059,266,000) shares in issue during the period.

The outstanding share options of the Group do not result in any
dilutive effect on the loss per share in respect of the six
months ended 30th September, 2001 and 2002.


401 HOLDINGS: Parallel Trading Ceases on Tuesday
------------------------------------------------
401 Holdings Limited requested market participants to note the
parallel trading in the ordinary shares of the Company will
cease after the close of business on Tuesday, 07 January 2003.
As from the close of business on that day, the counter for
trading in the consolidated shares (stock code: 2993) of 401
HOLDINGS as represented by old share certificates will be
withdrawn and trading in the shares of 401 HOLDINGS will only be
under the following arrangements:

Stock Code  Stock Short Name     Board Lot   Certificate Color
----------  ----------------     ---------   -----------------
401         401 HOLDINGS         20,000 shares    Light Blue


CHINA CONVERGENT: Winding Up Sought by iOne Finance
---------------------------------------------------
iOne Finance Press Limited is seeking the winding up of China
Convergent Corporation Limited. The petition was filed on
October 25, 2002, and will be heard before the High Court of
Hong Kong on January 15, 2002 at 98:30 am.

iOne Finance holds its registered office at Rooms 1705-08, 17th
Floor, Hang Seng Bank Building, 77 Des Voeux Road Central, Hong
Kong.


CHINA UNITED: Group Reorganization Scheme Effectuated
-----------------------------------------------------
China United Holdings Limited requested market participants to
note that the Scheme relating to the reorganization proposals of
the Company will become effective Friday, March 1, 2003.  Upon
the scheme becoming effective, listing of the shares of China
United Holdings Limited was withdrawn at 9:30 a.m. on Friday,
March 1 2003.  Dealings in the ordinary shares of HK$0.10 of
China United International Holdings Limited (CHINA UNITED)
commenced at 9:30 a.m. on Friday, March 1 2003.  Accordingly,
temporary counter for trading in the ordinary shares of CHINA
UNITED in board lots of 400 ordinary shares each (in the form of
existing share certificates) will be established and under the
following arrangement:

Stock Code      Stock Short Name        Board Lot
----------      ----------------        ---------
2907            CHINA UNITED            400 shares

Trading in the shares of the Company has been suspended with
effect from 10:04 a.m. January 3, 2003.


FISHERMEN'S PLACE: Winding Up Hearing Scheduled in January
----------------------------------------------------------
The High Court of Hong Kong will hear on January 29, 2003 at
9:30 in the morning the petition seeking the winding up of The
Fishermen's Place Seafood Restaurant Limited.

Low Bon Kit William of Room 1414, Ming Toa House, Ming Tak
Estate, Tseung Kwan O, New Territories, Hong Kong filed the
petition on November 13, 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 on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.


HUNG FUNG: Appoints Broker to Facilitate Odd Lots Trading
---------------------------------------------------------
Hung Fung Group Holdings said that in order to facilitate the
trading of odd lots of the Reduced Shares as a result of the
Share Consolidation and Capital Reduction, the Company will,
commencing from the effective day of the Share Consolidation and
Capital Reduction, appoint a broker as an agent to match, on a
"best effort" basis, the sale and purchase of odd lots of the
Reduced Shares arising from the Share Consolidation and Capital
Reduction from 9:30 a.m. on 31st December, 2002 up to and
including 4:00 p.m. on 11th February, 2003.

Such arrangement is to facilitate Shareholders who wish to
dispose of or top up their odd lots of Reduced Shares. Kingston
Securities Limited has been appointed as such broker.
Shareholders who wish to take advantage of this facility should
contact Ms. Rosita Kiu of Kingston Securities Limited at Suite
2801, One International Finance Center, 1 Harbour View Street,
Central, Hong Kong (Tel: 2298 6215) during the period commencing
from 31st December, 2002 up to and including 11th February,
2003.

Shareholders are reminded that in order to effect the
transaction, they will have to lodge with such broker the
relevant share certificate(s) and duly signed and completed
transfer form(s) and, if any, other documents of title.
Shareholders should note that the matching of the sale and
purchase of odd lots of Reduced Shares are not guaranteed.

Shareholders are recommended to consult their stockbroker, other
registered dealer in securities, bank manager, solicitor,
professional accountant or other professional advisers if they
are in any doubt about the facility described above.


HYCOMM WIRELESS: H102 Net Loss Narrows to HK$10.44M
---------------------------------------------------
Hycomm Wireless Limited posted its Interim Financial report with
a year end date of 31 March 2003:

Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
                                                (Unaudited)
                             (Unaudited)         Last
                              Current            Corresponding
                              Period             Period
                              from 1/4/2002      from 1/4/2001
                              to 30/9/2002       to 30/9/2001
                              Note  ('000)       ('000)
Turnover                           : 4,797              35,545
Profit/(Loss) from Operations      : (7,913)            (1,750)
Finance cost                       : (2,307)            (5,528)
Share of Profit/(Loss) of
  Associates                       : (41)               N/A
Share of Profit/(Loss) of
  Jointly Controlled Entities      : N/A                N/A
Profit/(Loss) after Tax & MI       : (10,446)           (31,964)
% Change over Last Period          : N/A       %
EPS/(LPS)-Basic (in dollars)       : (0.0059)           (0.0228)
         -Diluted (in dollars)     : N/A                N/A
Extraordinary (ETD) Gain/(Loss)    : N/A                N/A
Profit/(Loss) after ETD Items      : (10,446)           (31,964)
Interim Dividend                   : Nil                Nil
  per Share
(Specify if with other             : N/A                N/A
  options)

B/C Dates for
  Interim Dividend                 : N/A
Payable Date                       : N/A
B/C Dates for (-)
  General Meeting                  : N/A
Other Distribution for             : N/A
  Current Period

B/C Dates for Other
  Distribution                     : N/A

Remarks:

1.      Significant accounting policies

        These unaudited condensed consolidated interim financial
statements have been prepared in compliance with Hong Kong
Statement of Standard Accounting Practice (SSAP) No. 25 "Interim
Financial Reporting" and Appendix 16 of the Rules Governing the
Listing of Securities on The Hong Kong Stock Exchange of Hong
Kong Limited.  The same principal accounting policies and basis
of presentation are followed in these interim financial
statements as compared with the published annual financial
statements for the year ended 31 March 2002 except that the
Group has changed certain of its accounting policies following
the adoption of the new or revised SSAPs issued by the Hong Kong
Society of Accountants which are effective for accounting
periods commencing on or after 1 January 2002.

        Detailed changes in the Group's accounting policies and
the effects on the Group's condensed consolidated interim
financial statements are set out in the interim report to the
shareholders.

2.      Loss per share

        The calculation of the basic loss per share is based on
the net loss for the period of HK$10,446,000 (2001:
HK$31,964,000) and on the weighted average number of
1,771,024,261 shares (2001: 1,401,959,002 shares) in issue
during the period.

        Diluted loss per share for the six months ended 30
September 2002 has not been presented because no potential
dilutive ordinary share existed during the period.

        The computation of diluted loss per share does not
assume the exercise of the Company's outstanding share options,
warrants and convertible debentures as their exercise would
result in a decrease in net loss per share for six months ended
30 September 2001.


PLANTERS CHINA: Winding Up Petition Slated for Hearing
------------------------------------------------------
The petition to wind up Planters China Trade Limited is
scheduled to be heard before the High Court of Hong Kong on
January 15, 2003 at 9:30 am. The petition was filed with the
court on October 31, 2002 by Prime Fortune Holdings Limited
whose registered office is situated at P.O. Box 116, Road Town,
Tortola, British Virgin Islands.


SKY FORTUNE: Hearing of Winding Up Petition Set
-----------------------------------------------
The petition to wind up Sky Fortune Travel & Tours Company
Limited is scheduled for hearing before the High Court of Hong
Kong on January 8, 2003 at 9:30 am.

The petition was filed with the court on October 25, 2002 by
International Air Transport Association of 2nd Floor, 80
Gloucester Road, Wanchai, Hong Kong. Tanner De Witt represents
the Petitioner.


WAYMAX DEVELOPMENT: Petition to Wind Up Pending
-----------------------------------------------
The petition to wind up Waymax Development Limited is scheduled
for hearing before the High Court of Hong Kong on January 22,
2003 at 9:30 in the morning.

The petition was filed with the court on November 11, 2002 by
Bank of China (Hong Kong) Limited (the successor corporation to
Sin Hua Bank Limited pursuant to Bank of China (Hong Kong)
Limited (Merger) Ordinance (Cap. 1167) of 14th Floor, Bank of
China Tower, No. 1 Garden Road, Central, Hong Kong.


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


TIMAH TBK: Shows Interest in Three Coal Mining Firms
----------------------------------------------------
PT Timah Tbk plans to acquire stakes in three unnamed coal
mining companies in Kalimantan, IndoExchange reports, citing
Company President Thobrani Alwi.

However, Alwi, said that the company needs additional funds to
finance the acquisition. "We have proposed secondary public
offering through the Jakarta and Surabaya Stock Exchanges to
raise fund for the acquisition but the time is just not right
yet."

The proposal was rejected by Finance Minister as the time was
not right, and investors showed little interest in the shares of
mining companies because of legal uncertainty in the mining
sector.

The state-owned tin mining company is seeking to diversify its
business following a long slump that hit the tin market causing
large losses to the world'a largest tin company.

On April 19 last year, the Troubled Company Reporter - Asia
Pacific reported that Timah is restructuring its operations and
corporate structure after recording a sharp fall in its net
profit last year to Rp36.8 billion from 331.5 billion previously
due to a steep drop in tin prices and sharply higher production
costs amid rampant illegal mining.


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


AIOI INSURANCE: Files Suit Against Fortress Re Over Losses
----------------------------------------------------------
Aioi Insurance Co. has filed a lawsuit in North Carolina U.S.A.
against Fortress Re and its accounting firm, Deloitte & Touche
LLP, alleging improper acts by the privately owned reinsurer's
directors and shareholders in regard to losses it suffered from
several disasters in the United States, Insurance Journal
reports.

The insurance firm expects to post 148 billion yen ($1.23
billion) in losses from reinsurance placements handled by
Fortress, including several relating to September 11 and an
unrelated air crash in Queens two months later.

Aioi has charged the directors with acting improperly in placing
the coverage and of making irregular transactions.

The report did not specify the amount of damages sought.


ISHIBASHI KOSHO: Court Declares Bankruptcy
------------------------------------------
The Japanese court has declared Ishibashi Kosho KK bankrupt,
according to Tokyo Shoko Research Limited. The real estate firm,
located at Osaka-si, Osaka, Japan has 40 million yen in capital
against total liabilities of 7 billion yen.


NAKAI SANGHYO: Beverage Firm Applies for Rehabilitation
-------------------------------------------------------
Nakai Sanghyo KK, which has total liabilities of 5 billion yen,
recently applied for civil rehabilitation proceedings, according
to Tokyo Shoko Research. The millwork firm has 45 employees and
is located at Yamaguchi-si, Yamaguchi, Japan.


NTT DOCOMO: Likely to Sell Stake in KG Telecom
----------------------------------------------
NTT DoCoMo Inc. will hold talks next week with Taiwan Cellular
Corp and Far EasTone Telecommunications Co Ltd. on plans to sell
a stake in KG Telecommunications Co., the Economic Daily News
and AFX Asia reports.

The potential buyers have offered to buy the shares at around
their face value of 10.00 twd per share.

The report did not give any details about the planned stake
sale. NTT Docomo is a unit of Nippon Telegraph and Telephone Co.


NTT DOCOMO: Deploys W-CDMA Services in Four Major U.S. Markets
--------------------------------------------------------------
NTT DoCoMo, Inc. and AT&T Wireless Services, Inc. announced the
four major U.S. markets in which AT&T Wireless commits to first
deploy and launch W-CDMA. This will be the first deployment of
true 3G wireless data services based on W-CDMA Technology in
North America. Commercial launch in the four U.S. markets is
planned by the end of December 2004 in San Francisco, Seattle,
Dallas and San Diego.

NTT DoCoMo and AT&T Wireless also agreed to form a special
committee (Technology Committee) of the AT&T Wireless' Board of
Directors to oversee the results of the four-city launch and
make recommendations to the full Board about the scope and
timing of future W-CDMA rollouts. An NTT DoCoMo representative
will be included in this committee. In addition, reflecting the
strong partnership and continuing close working relations
between the two companies, a second DoCoMo representative will
be appointed to the AT&T Wireless Board of Directors and it was
agreed that NTT DoCoMo will be consulted (Consultation Right) on
various strategic issues.

Based on the agreement, the Investor Agreement signed in
December 2000, which includes the clause that AT&T Wireless
plans to launch 3G services based on W-CDMA technology in 13 of
the top 50 wireless markets by June 30 2004, has been amended to
reflect the W-CDMA deployment plans outlined in this
announcement. NTT DoCoMo will strengthen its support for AT&T
Wireless' commercial 3G deployments in the U.S. In this
November, prior to the launch at the end of 2004, the companies
have jointly established a 3G demonstration room in the AT&T
Wireless office in New York where visitors can experience W-
CDMA's many advanced features.

NTT DoCoMo www.nttdocomo.com/top.shtml is the world's leading
mobile communications Company with more than 44 million
customers. The Company provides a wide variety of leading-edge
mobile multimedia services. These include i-mode(R), the world's
most popular mobile internet service, which provides e-mail and
Internet access to over 35 million subscribers, and FOMA(R),
launched in 2001 as the world's first 3G mobile service based on
W-CDMA. In addition to wholly owned subsidiaries in Europe and
North and South America, the Company is expanding its global
reach through strategic alliances with mobile and multimedia
service providers in the Asia-Pacific, Europe and North and
South America. NTT DoCoMo is listed on the Tokyo (9437), London
(NDCM), and New York (DCM) stock exchanges.

According to the Troubled Company Reporter-Asia Pacific, NTT
DoCoMo Inc. may raise dividends or buy back and retire some of
its own stock from the market to boost the faltering price of
its shares, citing NTT President Keiji Tachikawa.

Contact:
NTT DoCoMo
Takumi Suzuki
suzukitaku@nttdocomo.co.jp
+81 3 5156 1111


SEIBU DEPARTMENT: Liquidates Subsidiaries
-----------------------------------------
Ailing Seibu Department Stores Limited has decided to liquidate
jewelry retailer J Osawa & Co., clothing store unit ef and a
dealer of imported clothing elvis to reduce its massive debt,
the Nihon Keizai Shimbun and Kyodo News reported Sunday.

The steps will be included in a business-restructuring plan the
Company will draw up in January, the economic daily said.


SNOW BRAND: Kagome Buys Stake for Y400-500M
-------------------------------------------
Food processing firm Kagome Co. will buy a 400-500 million yen
stake in Snow Brand Milk Products Co. by the end of March
through a third-party share allocation, the Nihon Keizai Shimbun
and Kyodo News reported on Sunday.

Kagome has already acquired Snow Brand Labio Co, a subsidiary of
Snow Brand Milk that makes lactic acid drinks.

According to the Troubled Company Reporter-Asia Pacific, Snow
Brand Milk expects a consolidated net loss of 23 billion yen and
a pretax loss of 25 billion yen on group sales of 686 billion
yen. Snow Brand's business deteriorated drastically after a food
poisoning case in 2000, caused by milk products. Snow Brand will
form alliances in non-milk operations so it can focus on core
milk-related businesses.


TOMEN CORPORATION: Toyota Motor Group Provides Support
------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on
Toyota Motor Corp. (AAA/Negative/A-1+) is unlikely to be
negatively affected by the probable extension of support to
troubled general trading Company Tomen Corp. ('CCpi'). Tomen
announced a new midterm management plan involving integration
with Toyota Tsusho Corp. (a 22.9 percent owned affiliate of
Toyota Motor), and a proposed 10 billion yen capital injection
by Toyota Tsusho and other Toyota group companies. At this
stage, Standard & Poor's expects that Toyota Motor's potential
involvement in Tomen will be limited to a one-time minority
level investment. As a result, Standard & Poor's does not
believe that Tomen's debt should be considered a contingent
liability for Toyota Motor.

Toyota Motor previously invested capital in institutions such as
Sakura Bank (now part of Sumitomo Mitsui Banking Corp.) and
Sanwa/Tokai Banks (now part of the UFJ group). Given the
difficult external environment, Toyota Motor faces the risk of
being asked to provide operational or financial support to
ailing companies and financial institutions with weak
capitalization. Going forward, the rating on Toyota Motor could
come under pressure if the automaker decides to extend
significant financial support to troubled companies and
financial institutions that are not connected to its core
business.


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


ASIANA AIRLINES: Passenger Numbers Lower in December
----------------------------------------------------
Asiana Airlines Inc. filled fewer passenger seats in December as
domestic travel declined, Bloomberg reports. Cargo usage
increased.

The airline filled 69.8 percent of its seats with paying
passengers in December, down 0.3 percent from a year earlier. It
filled 80.2 percent of its cargo space last month, 6.5
percentage points more than a year earlier.

According to TCR-AP, Asiana Airlines had a negative working
capital at the end of 2000, as current liabilities were W1.47
trillion while total current assets were only W558.91 billion.


ASIANA AIRLINES: Resuming Flights to Taiwan This Month
------------------------------------------------------
The Ministry of Construction and Transportation has approved the
request of Asiana Airlines to operate chartered flights on the
Incheon-Taipei route four times a week from January 10 through
February 28 this year, the Korea Times reports.

This is the first time that the airline has flown the route
since South Korea severed diplomatic ties with the island
country in 1992.


ASIANA AIRLINES: SFC Orders Balance Sheet Revision
--------------------------------------------------
Asiana Airlines will revise the contents of its balance sheets
at the request of the Securities & Futures Commission (SFC) to
protect its investors, the Korea Times said on Tuesday.

The FSC made the decision because the airline used its offshore
entities to set up bogus firms in the tax haven of Labuan,
Malaysia in 1996. Asiana was found to have misused the company
to invest $80 million in Asiana bonds and cooked its accounting
books.

The carrier has been barred from buying foreign currency bonds
and stocks for a year, starting March 25, due to its violation
of the foreign exchange transaction law.

The SFC for failing to reveal the irregular accounting has also
penalized Samil Accounting Corporation, which provided Asiana
with audit services.

Through the unfair deals, Asiana misled a number of investors
into believing that it had attracted foreign funds. The dubious
trading was not duly reported to regulators.


HYNIX SEMICONDUCTOR: Creditors OK Third Bailout Plan
----------------------------------------------------
Bank creditors approved Hynix Semiconductor's third bailout plan
on December 29, 2002, according to DebtTraders. The plan aims to
reduce the chipmaker's debt-to-equity ratio to 71% from 147%
after swapping 1.9 trillion won ($1.6 billion) of debt into
equity at 453 won ($0.4) a share minimum. The plan will also
extend 3 trillion won ($2.5 billion) into a longer maturity.

DebtTraders reports that Hyundai Semiconductor's 8.625 percent
bond due in 2007 (HYUS07KRA1) trades between 60 and 65. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS07KRA1


HYNIX SEMICONDUCTOR: Selling US$251M in Assets
----------------------------------------------
In line with creditors' approval of a large-scale debt-
rescheduling program, Hynix Semiconductor Inc. will step up its
efforts to sell off assets and shares worth more than 300
billion won (US$251 million) in affiliated companies next year,
PR Newswire reports.

Hynix is in negotiations with foreign companies over the terms
of its sale of stakes in ONSE Telecom (28.3 percent) and Hyundai
Information Technology (31.87 percent).

Hynix's assets in Hyundai Autonet (23.4 per cent) will likely be
sold to Hyundai Motor Co., which is set to take over Hyundai
Investment & Securities Co., Hyundai Autonet's major
shareholder. Korea's No. 2 chipmaker will also push for the sale
of its stakes in Hyundai Unicorns Baseball Club (76.2 percent)
and Hyundai Networks (80 percent) early next year.


HYNIX SEMICONDUCTOR: ImageQuest Equities Go to GB Synerworks
------------------------------------------------------------
Hynix Semiconductor Inc. signed a memorandum of understanding
(MOU) with GB Synerworks Consortium  (the Consortium) for the
transfer of equities of ImageQuest Co. Ltd. (ImageQuest) that
Hynix holds.

1. Subject: Transfer 15,001,000 shares (35 percent of total
issued common stock) of ImageQuest that Hynix holds.

2. Purchaser: GB Synerworks Consortium.

3. Proceeds: KRW 35,000,000,000 won (KRW 2,333.17 won per
share).

4. Hynix owned ImageQuest equity before transaction:
          20,289,990 shares (47.34 percent of total ImageQuest
equities)

5. Hynix owned ImageQuest equity after transaction:
          5,288,990 shares (12.34 percent of total ImageQuest
equities)

6. Date of MOU: December 28, 2002.

7. Schedule hereafter:

   1) Main transfer contract by January 21, 2003

   2) Closing date for the contract: January 31, 2002 or a date
agreed by both parties

8. Payment schedule:

   1) Downpayment: KRW 1,000,000,000 won by December 31, 2002

   2) 15 percent of sales amount (including the amount of
downpayment guarantee deposit): KRW 5,250,000,000 won. (Within 3
business days after the date of contract)

   3) Residuals: KRW 29,750,000,000 won by January 31, 2003 or
the date agreed by both parties

6. Others:

    5,288,990 shares (12.34 percent), after the transfer, will
be fully purchased on an installment basis by the consortium
within 9 months from the contract (The weighted average price
for the 1-month just before the transfer and the weighted
average price for month of December 2002 will be in the ratio of
2:1 for calculating the price.


HYUNDAI MERCHANT: FTC Fines W30M for Trying to Conceal W400B
------------------------------------------------------------
The Fair Trade Commission (FTC) has fined Hyundai Merchant
Marine (HMM) 30 million won for trying to conceal 400 billion
won that the firm borrowed from Korea Development Bank, Digital
Chosun said on Monday.

An investigation revealed that HMM have erased data on the 400
billion won loan. Another inspection of the firm this year found
more evidence of concealment.


HYUNDAI SECURITIES: Government Plans Separate Auction
-----------------------------------------------------
The South Korean government is likely to auction off Hyundai
Securities Co. separately, the Maeil Business Newspaper and Dow
Jones reports.

Financially troubled Hyundai Investment Trust & Securities Co.
and Hyundai Investment Trust Management Co. expects to be sold
to U.S. based Prudential Financial Inc. (PRU). The deal could be
signed as early as in the first quarter, the report said.

Prudential is one of three bidders who expressed interest in
buying controlling stakes in the three Hyundai companies.
However, it now wants to acquire only the stakes in Hyundai ITS
and Hyundai Investment Trust Management.


KOREA THRUNET: Softbank Sells 16.23% Stake
------------------------------------------
Japan's Softbank Corporation will sell its 16.23 percent stake
in Thrunet Co. to Trigem Computer Inc. and its affiliate Naray &
Company Inc. in its latest move to withdraw investments from
Korea, Asia Pulse reported on Tuesday.  Softbank's withdrawal
shows it had failed to make desirable profits for the past two
years.


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


ABRAR CORP.: No Material Change in Defaulted Payment Status
-----------------------------------------------------------
Abrar Corporation Berhad (Special Administrators Appointed)
wishes to announce that there have been no changes to the status
in payment since the Company's previous announcement made on 26
November 2002.

The Company has been placed under the administration of Special
Administrators since 27 May 2000 by Pengurusan Danaharta
Nasional Berhad (Danaharta) pursuant to Section 24 of the
Pengurusan Danaharta Nasional Berhad Act, 1998 (the Danaharta
Act).

With the appointment of the Special Administrators, there is a
moratorium on the Company and no creditors may take action
against the Company except in accordance with Section 41 of the
Danaharta Act. The moratorium expires on 26 May 2003.

On 1 November 2002, Public Merchant Bank Berhad (PMBB), on
behalf of the Company, announced that the Company's debt
restructuring proposal (the Workout Proposal) prepared by the
Special Administrators of the Company, was approved by Danaharta
in accordance with Section 45(2) of the Danaharta Act. Under
Section 46(4) of the Danaharta Act, the Workout Proposal binds
the Company, all members and creditors of the Company and any
other person affected by the Workout Proposal. The Workout
Proposal will address the Company's default in payments.

On 23 December 2002, PMBB, on behalf of the Company, announced
that the Securities Commission (SC) had vide their letters dated
18 December 2002 and 20 December 2002 approved the Company's
Workout Proposal as proposed, subject to certain conditions to
be fulfilled.


ACTACORP HOLDINGS: Finalizes Proposed Workout Scheme Details
------------------------------------------------------------
PM Securities Sdn Bhd (PM Securities) refer to the previous
announcement dated 30 August 2002 made on behalf of Actacorp
Holdings Berhad in relation to the Proposed Restructuring
Scheme. It was announced that the Company had received a letter
of offer from Amin Shah Holdings Sdn Bhd (ASH) offering to
assign to the Company the rights to purchase the entire issued
and paid-up share capital of PSC Asset Holdings Sdn Bhd (PSCA)
from PSC Industries Berhad (PSCI). The said assignment forms an
integral part of the Proposed Restructuring Scheme of AHB, which
will enable AHB to acquire PSCA, being the owner of Menara PSCI,
as part of AHB's effort to regularize its financial conditions
as required under PN4.

Accordingly, the Board of Directors of AHB had accepted the said
letter of offer from ASH. However, on 27 December 2002, AHB and
ASH had mutually agreed to rescind and revoke the aforementioned
letter of offer on the said assignment.

In this connection, the Company had on 27 December 2002 entered
into a conditional Share Sale Agreement with PSCI for the
proposed acquisition of the entire issued and paid-up share
capital of PSCA in relation to the Proposed Acquisition of PSCA.

On behalf of the Board of Directors of AHB, PM Securities also
announced that AHB has finalized the details of the Proposed
Restructuring Scheme of AHB, comprising of the Proposed
Incorporation of NewCo, Proposed Shares Exchange, Proposed
Warrants Exchange, Proposed Rights Issue, Proposed Special
Issue, Proposed Debt Settlement, Proposed Disposal of AHB,
Proposed Acquisition of PSCA, Proposed GO Exemption and Proposed
Transfer of Listing.

The main purpose of the Proposed Restructuring Scheme is to
restructure, regularize and revitalize the financial conditions
of the AHB Group via a newly incorporated company, "NewCo" with
an injection of an investment property company by PSCI to
provide a steady income stream. The Proposals will also allow
AHB to discharge part of its outstanding liabilities in an
equitable and orderly manner, whilst maximizing the current
value of the listing status of AHB on the Main Board of the
KLSE.

The Proposed Restructuring Scheme is subject to various
approvals from the regulatory authorities, including the
Securities Commission, Foreign Investment Committee and the
Ministry of International Trade and Industry. The Proposed
Restructuring Scheme is also conditional upon, inter-alia,
approvals from the shareholders of AHB, warrantholders of AHB,
shareholders of PSCI, creditors of AHB as well as sanction by
the High Court of Malaya for the schemes of arrangement pursuant
to Section 176(1) of the Companies Act, 1965.

The Company has also taken several steps to continuously discuss
the Proposed Restructuring Scheme of AHB with certain creditors
of the Company. The approvals of the creditors of AHB shall be
sought at the Court convened meeting to be held at a later date.

This announcement purports to serve as the Requisite
Announcement as required under paragraph 5.1(a) of PN4, save and
except that to-date, the Company has not obtained the approval
in-principle from its creditors for the Proposed Restructuring
Scheme of AHB pursuant to paragraph 5.3(b) of PN4. In view of
the deadline imposed by the relevant authorities for affected
companies under PN4 to regularize its financial conditions, the
Board of Directors of AHB is of the view that it would be in the
interest of the Company, shareholders, warrantholders and
creditors of AHB to make the said requisite announcement and
thereafter submit the applications for the Proposed
Restructuring Scheme to the relevant authorities on or before 31
December 2002.

Go to http://www.bankrupt.com/misc/TCRAP_Actacorp0106.docfor
detailed announcement in relation to the Proposed Restructuring
Scheme of AHB.


BESCORP INDUSTRIES: Inks Supplemental Agreement With WCT
--------------------------------------------------------
Reference is made to the announcement made on behalf of the
Company by Commerce International Merchant Bankers Berhad (CIMB)
on 13 December 2002, wherein the Company had on the same date
entered into a principal agreement with WCT (Principal
Agreement) for the proposed restructuring of BIB and the
internal restructuring exercise of WCTR.

On behalf of Bescorp Industries Berhad (Special Administrators
Appointed), CIMB wishes to announce that the Company has on 27
December 2002 entered into a supplemental agreement with WCT to
amend, modify and/or vary the terms and conditions contained in
the Principal Agreement (Supplemental Agreement).

Pursuant to paragraph 5.2 of Practice Note 4/2001 of the Listing
Requirements of the Kuala Lumpur Stock Exchange (KLSE), on
behalf of the Company, CIMB also wishes to announce the details
of the proposals of the Company to regularize the financial
position of the Company and the proposed utilization of WCTR to
implement the proposals of the Company which is contained in the
Principal Agreement and Supplemental Agreement as follows:

   (i) The proposed share split of the par value of the ordinary
shares in WCTR from RM1.00 par value per ordinary share to
RM0.50 par value per ordinary share (Proposed Share Split);

   (ii) The proposed acquisition of the entire issued and paid-
up share capital of BIB comprising 19,000,000 ordinary shares of
RM1.00 each in BIB (BIB Shares) by WCTR for a purchase
consideration of RM950,000 to be satisfied through the issue of
1,900,000 new ordinary shares of RM0.50 each in WCTR (WCTR
Share(s)) by WCTR to the existing shareholders of BIB on the
basis of 1 new WCTR Share for every 10 existing BIB Shares held
(Proposed Share Exchange);

   (iii) The proposed cash payment of RM15,000,000 by WCT to the
creditors of the Company through the Special Administrators of
BIB or the creditors' agent in settlement of the debts of the
Company (Proposed Cash Payment);

   (iv) The proposed capitalization of RM160,000,000 of part of
the inter-company advances by WCT to WCTR through the issue of
320,000,000 new WCTR Shares by WCTR at an issue price of RM0.50
per WCTR Share to WCT (Proposed Capitalization);

   (v) The proposed conversion of up to RM132,000,000 of part of
the inter-company advances by WCT and/or its subsidiaries to
WCTR at a cut-off date to be determined later through the issue
of up to 132,000,000 5-year 3% irredeemable convertible
cumulative preference shares (WCTR ICCPS) at an issue price of
RM1.00 per WCTR ICCPS to WCT and/or its subsidiaries, out of
which 12,000,000 WCTR ICCPS shall be utilized for the settlement
of the debts of the Company (Proposed Conversion of Advances);

   (vi) The proposed restricted offer for sale of such number of
WCTR Shares by WCT to the existing shareholders of WCT and/or
proposed private placement of such number of WCTR Shares and
WCTR ICCPS by WCT at an offer price and/or placement price to be
determined later (Proposed Restricted Offer for Sale/Private
Placement);

   (vii) The proposed transfer of the listing status of BIB on
the Second Board of the KLSE to WCTR (Proposed Transfer of
Listing to WCTR) and the proposed transfer of the listing and
quotation for the entire enlarged issued and paid-up share
capital of WCTR from the Second Board to the Main Board of the
KLSE (Proposed Transfer to Main Board) (hereinafter collectively
referred to as the Proposed Transfer of Listing);

   (viii) The proposed exemption for WCT and the parties acting
in concert from the obligation to undertake a mandatory offer
for the remaining WCTR Shares not already owned by them
(Proposed Exemption);

   (ix) The proposed liquidation of BIB (Proposed Liquidation);

(hereinafter collectively referred to as the Corporate
Proposals)

   (x) The proposed increase in the authorized share capital of
WCTR from RM100,000 comprising 200,000 WCTR Shares to
RM500,000,000 comprising 1,000,000,000 WCTR Shares (Proposed
Increase in Authorized Share Capital); and

   (xi) The proposed amendments and adoption of the Memorandum
and Articles of Association of WCTR (Proposed Amendments and
Adoption of Articles).

(The Corporate Proposals, Proposed Increase in Authorized Share
Capital and Proposed Amendments and Adoption of Articles are
hereinafter collectively referred to as the Proposals).

The Corporate Proposals are part of the workout proposal
prepared by Mr. Tan Kim Leong, JP and Mr. Siew Kah Toong of BDO
Binder (Special Administrators) on behalf of BIB, in relation to
the proposed restructuring of BIB together with the proposed
settlement of the amounts owing to the creditors of the Company
pursuant to Section 44 of the Pengurusan Danaharta Nasional
Berhad Act, 1998 as amended by the Pengurusan Danaharta Nasional
Berhad (Amendment) Act, 2000 (Danaharta Act) (Workout Proposal).

DETAILS OF THE PROPOSALS

Proposed Share Split

The Proposed Share Split involves a change in the par value of
WCTR's ordinary shares from RM1.00 each to RM0.50 each, by way
of sub-division of its ordinary shares.

The Proposed Share Split will result in the existing issued and
paid-up share capital of WCTR being revised from 2 ordinary
shares of RM1.00 each to 4 ordinary shares of RM0.50 each.

Proposed Share Exchange

Upon completion of the Proposed Share Split, WCTR proposes to
acquire the entire issued and paid-up share capital of BIB
comprising 19,000,000 BIB Shares for a purchase consideration of
RM950,000 to be satisfied through the issue of 1,900,000 new
WCTR Shares by WCTR to the existing shareholders of BIB on the
basis of 1 new WCTR Share for every 10 existing BIB Shares held.
Any fractional shares arising from the Proposed Share Exchange
will be disregarded.

The Proposed Share Exchange is enforceable and binding on all
members of BIB pursuant to Section 47(3) of the Danaharta Act.
Therefore, the approvals of the shareholders of BIB and a court
for the Proposed Share Exchange will not be required.

The new WCTR Shares to be issued pursuant to the Proposed Share
Exchange shall, upon allotment and issue, rank pari passu in all
respects with the then existing WCTR Shares. Upon completion of
the Proposed Share Exchange, the issued and paid-up share
capital of WCTR will increase from RM2 comprising 4 WCTR Shares
to RM950,002 comprising 1,900,004 WCTR Shares and BIB will
become a wholly-owned subsidiary of WCTR.

As the WCTR Shares will be prescribed securities, the new WCTR
Shares to be issued pursuant to the Proposed Share Exchange will
be credited directly into the respective Central Depository
System accounts of the shareholders of BIB and no physical share
certificates will be issued. A notice of allotment will,
however, be dispatched to them.

Proposed Cash Payment

The Proposed Cash Payment by WCT involves the payment of
RM15,000,000 cash by WCT to the creditors of BIB through the
Special Administrators and/or the creditors' agent in settlement
of the debts owing by BIB to the creditors of the Company. The
cash payment shall be paid by WCT via its internally generated
funds and/or bank borrowings.

Proposed Capitalization

The Proposed Capitalization involves the capitalization of
RM160,000,000 of part of the inter-company advances by WCT to
WCTR through the issue of 320,000,000 new WCTR Shares by WCTR at
an issue price of RM0.50 per WCTR Share to WCT.

As at 31 October 2002, the total inter-company advances by WCT
to WCTR which remained outstanding amounts to RM211.909 million.
A total of RM88.822 million is estimated to be advanced by WCT
to WCTR to part finance the remaining purchase consideration
payable for the acquisition by Gabungan Efektif Sdn Bhd ("GESB")
of 2 parcels of freehold land measuring in aggregate,
approximately 426 acres, held under Title Nos. Grant 3074 and
Geran 43530, Lot Nos. (Portion) 130 and 77975, respectively,
both located at Mukim and District of Klang, State of Selangor
Darul Ehsan, the purchase consideration for the transfer of
WCT's investment properties/properties held as stock to WCT
Properties Sdn Bhd ("WCTP") pursuant to the internal
rationalization exercise and future transfer of properties and
other expenses. The total outstanding inter-company advances by
WCT to WCTR would amount to approximately RM300.731 million.

Upon completion of the Proposed Capitalization, the total
outstanding inter-company advances would be reduced to
approximately RM140.731 million.

Proposed Conversion of Advances

The Proposed Conversion of Advances involves the conversion of
up to RM132,000,000 of part of the inter-company advances by WCT
and/or its subsidiaries to WCTR through the issue of up to
132,000,000 WCTR ICCPS by WCTR at an issue price of RM1.00 per
WCTR ICCPS to WCT and/or its subsidiaries in settlement of the
inter-company advances owing to WCT and/or its subsidiaries. Out
of the total of up to 132,000,000 WCTR ICCPS receivable by WCT
and/or its subsidiaries, 12,000,000 WCTR ICCPS shall be utilized
for the settlement of the debts owing by BIB to the creditors of
the Company.

The number of WCTR ICCPS to be issued will be based on the total
outstanding inter-company advances as at a cut-off date to be
determined later (which will be after the approval of the
Securities Commission (SC) for the Corporate Proposals).

Upon completion of the Proposed Capitalization and Proposed
Conversion of Advances, the total outstanding inter-company
advances amounting to RM8.731 million shall remain as unsecured
advances/loans by WCT and/or its subsidiaries to WCTR.

As it is the intention of WCTR to list the WCTR ICCPS, WCTR will
also be required to comply with the minimum public shareholding
spread for the WCTR ICCPS in accordance with the Listing
Requirements of KLSE, whereby the WCTR ICCPS must have not less
than 100 holders of WCTR ICCPS holding not less than one board
lot of the WCTR ICCPS each.

For the purpose of trading on the KLSE, a board lot of WCTR
ICCPS will be 1,000 WCTR ICCPS carrying the right to convert
into new WCTR Shares immediately after the date of issue of the
WCTR ICCPS at the conversion price fixed at the par value of
RM0.50 per WCTR Share. The WCTR ICCPS shall be converted on the
basis of 2 new WCTR Shares for every 1 existing WCTR ICCPS
during a tenure of 5 years. The WCTR ICCPS shall be entitled to
a dividend rate of 3% per annum. The WCTR ICCPS is not
redeemable for cash and unless previously converted, all the
WCTR ICCPS shall be automatically converted by WCTR into new
WCTR Shares on the maturity date.

Proposed Restricted Offer for Sale/Private Placement

Upon completion of the Proposed Share Split, Proposed Share
Exchange, Proposed Cash Payment, Proposed Capitalization and
Proposed Conversion of Advances, WCT proposes to implement a
restricted offer for sale of such number of WCTR Shares held by
WCT to the existing shareholders of WCT and/or private placement
of such number of WCTR Shares and WCTR ICCPS, at an offer price
and/or placement price to be determined later, to enable WCTR to
meet the minimum public shareholding spread for the WCTR Shares
and WCTR ICCPS in accordance with the Listing Requirements of
KLSE.

Proposed Transfer of Listing to WCTR

Upon completion of the Proposed Restricted Offer for
Sale/Private Placement and the conversion of WCTR to a public
limited company, the listing status of BIB on the Second Board
of the KLSE is proposed to be transferred to WCTR. Immediately
upon completion of the Proposed Transfer of Listing to WCTR, BIB
will be delisted from the Second Board of the KLSE. This
Proposed Transfer of Listing to WCTR forms an integral part of
the Proposals.

Proposed Transfer to Main Board

Concurrently with the Proposed Transfer of Listing to WCTR, it
is proposed that WCTR transfer the listing of and quotation for
its entire enlarged issued and paid-up share capital from the
Second Board to the Main Board of the KLSE.

Proposed Exemption

Upon completion of the Proposed Capitalization, WCT will own up
to approximately 320,000,004 WCTR Shares, representing
approximately 99.4% of the enlarged issued and paid-up share
capital of WCTR (prior to the conversion of the WCTR ICCPS).
Pursuant to Section 6, Part II of the Malaysian Code on Take-
Overs and Mergers, 1998 (Code), WCT would be required to
undertake a mandatory offer to the remaining shareholders of
WCTR to acquire the remaining WCTR Shares not already held by
them.

On behalf of WCT and the parties acting in concert, CIMB will
seek the approval of the SC for an exemption from the obligation
to undertake a mandatory offer pursuant to Practice Note 2.9.3
of the Code. Practice Note 2.9.3 of the Code allows an exemption
to be sought where the objective of a transaction is to save the
financial position of an offeree whose voting shares are being
acquired by an urgent rescue case.

Proposed Increase in Authorized Share Capital

To accommodate the expected increase in the issued and paid-up
share capital of WCTR pursuant to the Proposals, WCTR proposes
to increase its authorized share capital from RM100,000
comprising 200,000 WCTR Shares to RM500,000,000 comprising
1,000,000,000 WCTR Shares. The Memorandum of Association of WCTR
will be duly amended to reflect the said increase.

Proposed Amendments and Adoption of Articles

WCTR proposes to amend and adopt its Memorandum and Articles of
Association, which will also incorporate the Proposed Increase
in Authorized Share Capital and the WCTR ICCPS to be issued
pursuant to the Proposed Conversion of Advances.

Proposed Liquidation of BIB

After the completion of the Proposed Transfer of Listing to
WCTR, it is proposed that BIB be wound-up as soon as practicable
following the implementation of the Workout Proposal.

BACKGROUND INFORMATION ON BIB

BIB was incorporated in Malaysia as a public limited company
under the Companies Act, 1965 on 19 July 1993. The Company was
listed on the Second Board of the KLSE on 1 August 1994. The
shares of BIB are currently suspended from trading. BIB was
principally involved in investment holding and the provision of
management services. Save for Waktu Cerah Sdn Bhd, the other
subsidiaries of BIB are either liquidated or are in the process
of liquidation.

On 2 March 2000, Mr. Tan Kim Leong, JP and Mr. Siew Kah Toong of
Messrs BDO Binder were appointed as Special Administrators
pursuant to Section 24 of the Danaharta Act to, inter-alia,
manage the assets and affairs of the Company.

As at 28 June 2002, the authorized share capital of BIB is
RM25,000,000 comprising 25,000,000 BIB Shares of which
19,000,000 BIB Shares have been issued and fully paid-up. The
substantial shareholders of BIB and their respective
shareholdings in BIB as at 28 June 2002 are set out in Table 1.

The Directors of BIB as at 28 June 2002 and their respective
shareholdings in BIB are set out in Table 2. Details of the
subsidiaries of BIB as at 28 June 2002 are set out in Table 3.

As at 31 October 2002, BIB does not have any associated company.
A summary of the audited consolidated accounts of the BIB Group
for the past 5 financial years ended 31 December 2001 is set out
in Table 4.

BACKGROUND INFORMATION ON WCT AND WCTR

WCT

WCT was incorporated in Malaysia as a private limited company
under the Companies Act, 1965 under the name of WCT Earthworks &
Building Contractors Sdn Bhd on 14 January 1981. It changed its
name to WCT Engineering Sdn Bhd on 15 February 1994 and was
subsequently converted into a public limited company on 1 April
1994. WCT was listed on the Second Board of the KLSE on 16
February 1995 and was subsequently transferred to the Main Board
of the KLSE on 7 January 1999. WCT is principally involved in
civil engineering, specializing in earthworks, highway
construction, related infrastructure works and investment and
trading of properties.

As at 31 October 2002, the authorized share capital of WCT is
RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00
each in WCT of which 96,007,600 ordinary shares of RM1.00 each
in WCT have been issued and fully paid-up. The Directors of WCT
as at 31 October 2002 and their respective shareholdings in WCT
are set out in Table 5. The substantial shareholders of WCT and
their respective shareholdings in WCT as at 31 October 2002 are
set out in Table 6. The subsidiaries and associated companies of
WCT as at 31 October 2002 are set out in Table 7.

WCTR

WCTR was incorporated in Malaysia as a private limited company
under the Companies Act, 1965 under the name of Tradeskill Sdn
Bhd on 28 November 1994. It subsequently changed its name to
Multi Tractor Services Sdn Bhd on 26 April 1995 and assumed its
present name on 5 June 1996. WCTR is principally an investment
holding company.

As at 31 October 2002, the authorized share capital of WCTR is
RM100,000 comprising 100,000 ordinary shares of RM1.00 each in
WCTR of which 2 ordinary shares of RM1.00 each in WCTR have been
issued and fully paid-up. The Directors of WCTR as at 31 October
2002 and their respective shareholdings in WCTR are set out in
Table 8. The substantial shareholders of WCTR and their
respective shareholdings in WCTR as at 31 October 2002 are set
out in Table 9. The subsidiaries and associated company of WCTR
as at 31 October 2002 are set out in Table 10. A summary of the
consolidated proforma audited accounts of WCTR for the past 5
financial years ended 31 January 2002 is set out in Table 11.

The signature projects of WCT and its subsidiaries and
associated company (WCTR Group) are the development of Bandar
Bukit Tinggi (BBT 1) and Bandar Bukit Tinggi 2 (BBT 2). Both BBT
1 and BBT 2 are located within the administrative area of Majlis
Perbandaran Klang and is within ten minutes' drive to the heart
of Klang town. The main attraction offered by BBT 1 and BBT 2 is
that this location has a commercial center that is set to be the
new commercial hub of Klang. BBT 1 has the presence of two major
hypermarkets, namely the United Kingdom based retail giant TESCO
and Malaysia's home-grown GIANT hypermarket. BBT 1 is a joint
venture project with MTD Capital Berhad, a company listed on the
KLSE through a joint venture company, Labur Bina Sdn Bhd (LBSB).
WCT and MTD Capital Berhad each holds 50% equity interest in the
joint venture company.

The proposed development of BBT 2 into an integrated township
has recently commenced and several phases of the residential
properties have been launched to the public. The location of BBT
2 is served by several road systems such as Jalan Langat and
major expressways namely the Shah Alam Expressway, North Klang
Valley Expressway, North-South Central Link and Federal Highway
with good accessibility to Klang, Port Klang, Petaling Jaya and
Kuala Lumpur. This infrastructure serves as the driving force
for many property development projects mushrooming in this part
of Klang, for example Bandar Botanic currently under the
development of Gamuda Berhad and Bandar Puteri under the
development of IOI Properties Berhad.

On 2 October 2002, GESB entered into a conditional sale and
purchase agreement (Conditional SPA) with Syarikat Jeleta Bumi
Sdn Bhd, a wholly-owned subsidiary of Highlands & Lowlands
Berhad for the acquisition of 2 parcels of agricultural land
measuring approximately 426 acres, on an "as is where is" basis,
held under Grant 3074 Lot No 130 and Grant 43530 Lot No 77975,
located at Mukim and District of Klang, State of Selangor Darul
Ehsan for a total cash consideration of approximately RM115
million on a deferred payment basis based on the terms and
conditions of the Conditional SPA (the Proposed Land
Acquisition). The Proposed Land Acquisition is pending
completion. Assuming the Proposed Land Acquisition is completed,
WCTR would have approximately 992 acres of land-bank held for
future development located at Mukim of Klang, District of Klang,
Selangor Darul Ehsan.

SALIENT TERMS OF THE PRINCIPAL AGREEMENT AND SUPPLEMENTAL
AGREEMENT

The Principal Agreement and Supplemental Agreement set out,
inter alia, the terms and conditions upon which the parties
thereto agree to participate in the Corporate Proposals save for
the Proposed Transfer to Main Board. The salient terms of the
Corporate Proposals, Principal Agreement and Supplemental
Agreement are set out in Section 2 above. The conditions
precedent of the Principal Agreement and Supplemental Agreement
are set out in Section 10 below.

The other salient terms of the Principal Agreement and
Supplemental Agreement are set out below:

   (i) WCTR shall not be liable to the creditors of the Company
save for the settlement pursuant to the Proposed Cash Payment
and the 12,000,000 WCTR ICCPS to be utilized for the settlement
of the debts of the Company;

   (ii) Upon the execution of the Principal Agreement, WCT is
required to pay RM1 million as deposit (Deposit), which shall be
placed in an interest bearing account with a licensed bank in
Malaysia;

   (iii) The parties shall use their best endeavors to obtain
the approvals from the relevant authorities and the Company
shall make its final decision in respect of Section 10(vii)
below within 180 days from the date of the Principal Agreement.
In the event the approvals as set out in Section 10(i), (ii),
(iii), (vi), (viii) and (ix) below, save for the Proposed
Transfer to Main Board are not obtained within the said period
or such extended period as the Special Administrators may at
their sole discretion determine, the Company shall have the
right to terminate the Principal Agreement and forfeit the
Deposit together with all accrued interest thereon as agreed
liquidated damages and thereafter WCT shall not have any claim
whatsoever against the Company and/or the Special Administrators
under the Principal Agreement; and

   (iv) In the event the approvals as set out in Section 10(iv)
and (v) below, save for the Proposed Transfer to Main Board, are
not obtained within 180 days or such extended period as the
parties may mutually agree, the Deposit together with all
accrued interest thereon shall be refunded to WCT within 14 days
from the date the Company and/or the Special Administrators
receive a written request for the refund of the Deposit from WCT
and thereafter the Principal Agreement shall forthwith lapse and
be of no further effect and neither party shall have any claim
against the other party.

RATIONALE FOR THE PROPOSALS

As at 31 December 2001, the accumulated losses of BIB and its
subsidiary, namely Waktu Cerah Sdn Bhd ("BIB Group") stood at
RM222.07 million and the deficit in the shareholders' funds
amounted to RM201.51 million.

In view of the above, the Workout Proposal aims to maximize the
recovery to all the creditors of the Company and the
shareholders of BIB as compared to a liquidation scenario. Under
the Workout Proposal, the shareholders of BIB would receive
1,900,000 new WCTR Shares and the creditors would be repaid in
the manner stipulated in the Workout Proposal from the Proposed
Cash Payment and 12,000,000 WCTR ICCPS to be utilized for the
settlement of the debts of the Company. Upon the completion of
the Proposals save for the Proposed Liquidation, BIB will be
delisted from the Official List of the KLSE and subsequently
liquidated.

The Proposals will give WCTR the opportunity to achieve a
listing on the KLSE in an efficient and timely manner. The
achievement of a listing status for WCTR will place the WCTR
Group in a better position to raise funds from the capital
markets to finance its future growth requirements. Further, the
Proposals will enable the shareholders of BIB to participate in
the future prospects of WCTR and enhance the shareholders' value
of WCTR as WCTR's listing status will ensure liquidity in its
shares.

RISK FACTORS

The following are some of the risk factors in relation to the
Corporate Proposals (which may not be exhaustive):

No prior public market for WCTR Shares and WCTR ICCPS

Prior to the Proposals, there has been no prior public market
for the WCTR Shares and WCTR ICCPS. There can be no assurance
that an active market for the WCTR Shares and WCTR ICCPS will
develop upon the listing of WCTR Shares and WCTR ICCPS on the
KLSE, or if developed, that such market can be sustained. There
can be no assurance that the issue prices of the WCTR Shares and
WCTR ICCPS will correspond to the prices at which the WCTR
Shares and WCTR ICCPS, respectively will be traded on the KLSE
upon or subsequent to their listing.

Business risks

The WCTR Group is subject to risks inherent in the property
development sector. These include, but are not limited to,
changes in general economic conditions, government regulations,
inflation and changes in business conditions such as
deterioration in prevailing market conditions, changes in labor,
increase in costs of labor, availability and rising cost of
financing and fluctuations in demand for residential, commercial
and industrial properties. The WCTR Group has taken considerable
steps to minimize these business risks by providing varied
development projects in strategic locations, competitively
priced to cater for the low and middle income group and focus on
innovative and attractive design for its properties to suit the
ever changing consumer tastes and needs. Although the WCTR Group
seeks to mitigate these risks, there can be no assurance that
any change to these factors would not have a material impact on
the business of the WCTR Group. In addition, the WCTR Group also
intends to develop medium to higher-end residential units such
as semi-detached houses, wherein such properties may be more
price sensitive to economic cycles. No assurance can be given
that demand for the WCTR Group's higher-end projects can be
sustained.

Industry life-cycle

The property development sector is very cyclical in nature and
highly dependent on the economic and political conditions in
Malaysia. Nevertheless, there is a sustained demand for low to
medium cost residential properties which enjoy high demand from
low to medium income groups. Thus, these properties are less
susceptible to the economic downturn. The WCTR Group is less
susceptible to the ever changing property development industry
life-cycle in view of the strategic location of its property
development project in Klang as well as due to the WCTR Group's
development strategy of developing quality affordable housing to
cater to all classes of income group earners. The WCTR Group
will continue to develop strategies in response to the ever-
changing economic conditions and market demands. There can be no
assurance that any change to these factors would not have a
material impact on the business of the WCTR Group.

Competition

The general economic slowdown in Malaysia over the past 4 years
has increased competition in the property development sector. As
a result, the WCTR Group faces competition from new entrants and
existing players in the property development sector, which
arises in respect of the availability of strategically, located
and reasonably priced land-bank, the supply of labor and
building materials and the pricing of property. The WCTR Group
has taken practical measures to mitigate the competitive risks
which include, inter alia, the constant review of its
development and marketing strategy in response to ever-changing
economic conditions and market demands, and the adoption of
different development concepts and marketing strategies in
anticipation of the prevailing market condition and demand.
There can be no assurance that any change to these factors would
not have a material impact on the business of the WCTR Group.

Control/influence by a substantial shareholder

Upon completion of the Proposals, the substantial shareholder of
WCTR namely WCT, will directly hold approximately 74.5% of the
enlarged issued and paid-up share capital of WCTR. Therefore,
WCT will be able to control the outcome of certain matters
requiring the vote of WCTR's shareholders unless WCT is required
to abstain from voting by law and/or by the relevant
authorities.

Political, economic and regulatory considerations

The future growth and level of profitability of the WCTR Group
are subject to risks that are linked to the political, economic
and regulatory considerations in Malaysia as well as its
surrounding area. Any adverse developments in political,
economic and regulatory conditions in Malaysia and/or its
surrounding region or events taking place in other parts of the
world may materially and adversely affect the financial
performance or future prospects of the WCTR Group. Political and
economic uncertainties include (but are not limited to) changes
in both monetary and fiscal policies, risks of war,
expropriation, nationalization, re-negotiation or nullification
of existing contracts and methods of taxation and currency
exchange controls. The outlook of the property market is
encouraging with the Government's initiatives to improve the
property-related sector. This includes measures such as lowering
of interest rate, increasing liquidity, encouraging financial
institutions to grant financing for purchase of properties,
waiving stamp duty for properties within a certain range of
value and revising the rate of stamp duty on instruments of
transfer of property. Nevertheless, there can be no assurance
that any change to these factors would not have a material
impact on the business of the WCTR Group.

Delay in completion

Property development projects in which the WCTR Group are
involved are subject to various regulatory approvals and the
timely completion of property development projects are dependent
on many external factors such as obtaining the regulatory
approvals as scheduled, adequate labor supply, weather
conditions, securing construction materials in adequate amounts
and of high quality and satisfactory performance of the main and
sub-contractors appointed to complete the property development
projects. Although WCTR will seek to mitigate these risks
through, inter alia, efficient project management and sourcing
of contracting services from the WCT Group which has long term
relationship with reliable suppliers/contractors, there can be
no assurance that these factors will not have a material impact
on the business and performance of the WCTR Group.

Quantity and quality of land-bank/dependence on particular
geographical location

The success of the WCTR Group being in the property development
sector is very much dependent on the quantity and quality of its
land-bank. Currently, the WCTR Group has land-bank for
development purposes strategically located in Klang, Selangor
Darul Ehsan. Although the outlook for the property development
sector in the area seems promising following the improvement in
the Malaysian economy and stable and low interest rates, there
can be no assurance that the properties offered by the WCTR
Group will fetch higher premiums in the future or that the
demand for such properties will be sustained. The WCTR Group is
constantly in the market on the look-out for quality land-bank.
However, there can be no assurance that the WCTR Group will be
able to accumulate additional land banks which are suitable in
terms of location and pricing. To mitigate this risk, the WCTR
Group has strategies of working together with land owners to
jointly develop the land under profit sharing arrangements
wherein the WCTR Group need not purchase the land bank.

Borrowings

The WCTR Group currently finances its operations using
internally generated funds and bank borrowings which are
interest bearing. The total outstanding (interest-bearing)
borrowings of the WCTR Group as at 31 October 2002 is RM150.048
million. Although the total outstanding (interest-bearing)
borrowings of the WCTR Group would reduce significantly after
the Proposed Capitalization and Proposed Conversion of Advances,
there can be no assurance that the WCTR Group would be able to
obtain additional financing in the future to meet its financial
obligations. Despite the lower borrowings position after the
Proposed Capitalization and Proposed Conversion of Advances,
there can be no assurance that the interest rates on the
borrowings will be maintained in the future and/or any increase
in the interest rates would not have a material effect on the
performance of the WCTR Group.

Dependence on the WCT Group/related party transactions

At present, WCTR has on-going related party transactions
involving the interest of WCT, the holding company of WCTR. The
Board of Directors of WCTR has ensured and will endeavor to
ensure that the terms offered are comparable with those offered
by other unrelated parties, that the pricing is at arm's length
and is in accordance with the WCT Group's ordinary business
practices and policies. A substantial portion of the contracting
work for the WCTR Group's property projects is undertaken by the
WCT Group. As the WCTR Group is also part of the WCT Group, the
ability to source for contracting services in-house enables the
WCTR Group to benefit from the stability in the supply and
pricing of service. This also allows the WCTR Group to exercise
greater control over the quality of the contracting services and
building materials provided. WCT has developed its own quality
management system to manage its projects, which sets out the
expected quality in each aspect of construction works in which
the subcontractors of WCT and WCT Construction Sdn Bhd (WCT
Construction) must comply with in carrying out the sub-
contracts. WCT and WCT Construction have achieved ISO 9002
certification for quality system - model for quality assurance
in production, installation and servicing (scope-provision for
construction services for building and civil engineering works).
Notwithstanding the above, the WCTR Group is not precluded from
sourcing for contracting services and supplies from third
parties should the need arises.

INDUSTRY OVERVIEW, PROSPECTS AND FUTURE PLANS OF THE WCTR GROUP

Industry overview

The Malaysian economy entered 2002 on a stronger footing, after
recovering from the downturn experienced in the last two
quarters of 2001. With global economic growth intact and
supported by a strong domestic sector, Malaysia's economy is
expected to further strengthen, particularly during the second
half of 2002. The Malaysian 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 of the United States of
America and a rebound in global electronics demand, especially
from the East Asian countries, have hastened Malaysia's export
recovery, beginning early 2002. Rising consumer confidence
arising from improving employment prospects and higher commodity
prices are expected to raise consumer spending further as the
year progresses. 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 of 2002, the full year's
growth is projected to be in the range of 4% to 5%. 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 Malaysian economy are
expected to register positive growth rates. Overall, real GDP
growth is expected to accelerate to 6% to 6.5% in 2003. The
construction sector is envisaged to record higher growth of 4.5%
in 2003 as compared to 3.8% in 2002. The housing development is
expected to contribute significantly to growth in the sector in
view of the increasing demand, especially for low and medium-
cost houses. (Source: Economic Report 2002/2003 dated 20
September 2002)

Growth of property development sector

During the year, 97,673 units of residential houses of various
types were approved by the Ministry of Housing and Local
Government to be built. Out of these, 37.3% constitute medium -
cost houses, 16.4% low cost houses, while the remainder, higher
end houses. The number of units launched continued to increase
by 22.2% as compared to the same period in 2001. The largest
number of units launched was for terrace houses which accounted
for 43.5% of the total.

The Government continued to place priority in the construction
of low and medium cost houses in line with the objective of
providing affordable houses to all Malaysians. A total of
192,000 low cost units are targeted to be built during the 8th
Malaysia Plan, of which 175,000 units will be implemented
through the Public Low-Cost Housing Programme. To cater to the
housing needs of squatter settlements within Kuala Lumpur and
other major cities, 5,936 units are being constructed under the
Integrated Housing Programme. (Source: Economic Report
2001/2002)

Prospects and future plans of the WCTR Group

Affordable residential properties in a strategic location will
continue to be in demand with the current low mortgage rate
environment. Therefore, the demand for affordable residential
properties is expected to remain strong particularly in the
developed town areas. At present, properties at strategic
locations with potential for capital appreciation serve as an
alternative mode of investment as opposed to fixed deposits in
the financial institutions and stock market investments.

In view of the favorable developments and the strategic location
of the WCTR Group's land-bank, coupled with the combination of
sustained demand for residential properties and/or commercial
properties within the locality, it is likely that this
neighborhood will continue to have an active demand for mixed
development in the foreseeable future. Generally, with all these
in place, the development properties currently under
construction by the WCTR Group have the potential for capital
appreciation in the future. The future prospects of the WCTR
Group as a property developer remain bright. The WCTR Group
echoes the Government's sentiment that the economy is recovering
and will achieve a respectable GDP growth rate in 2002 following
the improved global economy. The property development sector
will follow on the heels of the country's economic recovery.

In addition, the Government has taken numerous initiatives to
improve the property and construction sectors via the
expansionary fiscal and monetary policies such as the lowering
of interest rates, the waiver of stamp duties as well as more
flexible and higher margin for financing. These measures are to
ensure the economic growth of the country for the next few years
and to spur property transactions within the country. As such,
the prospects for the property market are favorable in the years
ahead. (Source: 8th Malaysia Plan 2001 - 2005)

In the next five years, the WCTR Group plans to establish itself
as one of the major players in the property development sector
in Malaysia and to become a recognized quality property
developer. Its current and future planned projects provide the
WCTR Group with the potential and scope for continued expansion
in the property development sector. The WCTR Group will continue
to focus on acquiring strategic land-bank, improving its pricing
and marketing strategies as well as customer service and product
development or innovation.

In the near future, the development of Bandar Bukit Tinggi 2 and
Bandar Bukit Tinggi 3, following the successful near completion
of the development of Bandar Bukit Tinggi 1, is expected to
generate a continuous stream of sustainable income for the WCTR
Group over the next 8 to 10 years.

EFFECTS OF THE PROPOSALS

The Proposed Cash Payment, Proposed Transfer of Listing,
Proposed Exemption, Proposed Liquidation and Proposed Increase
in Authorized Share Capital and Proposed Amendments and Adoption
of Articles do not have any effects on the share capital and
shareholding structure of WCTR, earnings and gearing of the WCTR
Group.

Share capital
The proforma effects of the Proposals on the issued and paid-up
share capital of WCTR are set out in Table 12.

The Proposed Conversion of Advances and Proposed Restricted
Offer for Sale/Private Placement do not have any effects on the
issued and paid-up share capital of WCTR.

NTA
Based on the audited consolidated balance sheet of the WCTR
Group as at 31 July 2002, the proforma effects of the Proposals
on the NTA of the WCTR Group, had the Proposals been effected on
that date, are set out in Table 13.

The Proposed Restricted Offer for Sale/Private Placement does
not have any effect on the NTA of the WCTR Group.

Shareholding structure

The proforma effects of the Proposals on the shareholding
structure of WCTR are set out in Table 14.

The Proposed Conversion of Advances does not have any effect on
the shareholding structure of WCTR.

Earnings

The Proposals do not have any effect on the earnings of the WCTR
Group for the financial year ending 31 December 2002 as the
Proposals save for the Proposed Liquidation are expected to be
completed by July 2003. However, the Proposals are expected to
contribute positively to the earnings of the WCTR Group for the
financial year ending 31 December 2003 and in the future
financial years.

Gearing

Based on the audited consolidated balance sheet of the WCTR
Group as at 31 July 2002, the proforma effects of the Proposals
on the gearing of the WCTR Group are set out in Table 15.

The Proposed Restricted Offer for Sale/Private Placement does
not have any effect on the gearing of the WCTR Group.

CONDITIONS OF THE PROPOSALS

The Proposals are conditional upon the approvals being obtained
from the following:

   (i) the SC, for the following:

     (a) the Corporate Proposals;

     (b) the admission of and the listing of and quotation for
the new WCTR Shares for the following:

      (aa) to be issued pursuant to the Proposed Share Exchange
and Proposed Capitalization on the Official List and Main Board
of the KLSE; and

      (bb) to be issued upon the conversion of the WCTR ICCPS to
be issued pursuant to the Proposed Conversion of Advances on the
Official List and Main Board of the KLSE; and

     (c) the admission of and the listing of and quotation for
the WCTR ICCPS to be issued pursuant to the Proposed Conversion
of Advances on the Official List and Main Board of the KLSE;

   (ii) the FIC, for the Corporate Proposals (where relevant);

   (iii) the KLSE, for the following:

     (a) the admission of and the listing of and quotation for
the new WCTR Shares for the following:

      (aa) to be issued pursuant to the Proposed Share Exchange
and Proposed Capitalization on the Official List and Main Board
of the KLSE; and

      (bb) to be issued upon the conversion of the WCTR ICCPS to
be issued pursuant to the Proposed Conversion of Advances on the
Official List and Main Board of the KLSE;

     (b) the admission of and the listing of and quotation for
the WCTR ICCPS to be issued pursuant to the Proposed Conversion
of Advances on the Official List and Main Board of the KLSE; and

     (c) the Proposed Transfer of Listing;

   (iv) Danaharta, for the following:

    (a) the Workout Proposal which includes, inter alia, the
Corporate Proposals pursuant to Section 45(2) of the Danaharta
Act; and

    (b) the extension of the moratorium under Section 41 of the
Danaharta Act for a further period of 3 months with effect from
1 March 2003;

   (v) the secured creditors of the Company, for the Workout
Proposal which includes, inter alia, the Corporate Proposals
pursuant to Section 46 of the Danaharta Act, if applicable;

   (vi) the Ministry of International Trade and Industry, for
the Corporate Proposals (where relevant, if required);

   (vii) the Company, being satisfied with the due diligence
review conducted by the Company on the WCTR Group and other
relevant aspects of the Corporate Proposals;

   (viii) the shareholders of WCT for the Corporate Proposals
(where relevant);

   (ix) the shareholders of WCTR for the Proposed Share Split,
Proposed Share Exchange, Proposed Capitalization, Proposed
Conversion of Advances, Proposed Transfer of Listing, Proposed
Liquidation, Proposed Increase in Authorized Share Capital and
Proposed Amendments and Adoption of Articles; and

   (x) any other relevant authorities and/or parties, for the
Proposals, if required.

The Proposals, save for the Proposed Transfer to Main Board and
Proposed Liquidation, (referred to as the Listing Proposals) are
inter-conditional. The Listing Proposals are not conditional
upon the Proposed Transfer to Main Board and Proposed
Liquidation. However, the Proposed Transfer to Main Board and
Proposed Liquidation are conditional upon the Listing Proposals.
The Proposed Liquidation is not conditional upon the Proposed
Transfer to Main Board and the Proposed Transfer to Main Board
is not conditional upon the Proposed Liquidation.

The Corporate Proposals which form part of the Workout Proposal
can be implemented pursuant to Section 47(3) of the Danaharta
Act without the approval of the shareholders of BIB or
confirmation by a court if the Workout Proposal is approved by
Danaharta and the secured creditors of the Company (if
applicable) in accordance with Sections 45(2) and 46 of the
Danaharta Act, respectively.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

None of the Directors and substantial shareholders of BIB and
any other persons connected to them has any interest, direct or
indirect in the Proposals, beyond their respective entitlement
as shareholders under the Proposed Share Exchange for which all
existing shareholders of BIB are entitled.

SPECIAL ADMINISTRATORS' INTERESTS

None of the Special Administrators and persons connected to the
Special Administrators has any interest, direct or indirect, in
the Corporate Proposals.

SPECIAL ADMINISTRATORS' OPINION

The Special Administrators, after having considered all aspects
of the Corporate Proposals and the circumstances of the Company,
believe that the Corporate Proposals will be in the best
interest of the creditors and shareholders of BIB.

DEPARTURE FROM THE POLICIES AND GUIDELINES ON ISSUE/OFFER FOR
SECURITIES ISSUED BY THE SC (SC GUIDELINES)

Saved as disclosed below, the terms of the Corporate Proposals
do not depart from the requirements of the SC Guidelines:

   (i) SC Guidelines on flexibilities for distressed companies

Pursuant to Section 2(a)(i) of the SC Guidelines on the
Flexibilities for Distressed Listed Companies issued on 3
September 2001 (Flexibilities Guidelines), for the injection of
property-development companies/projects, there should be a
minimum land-bank of 405 hectares (approximately 1,000 acres)
situated at strategic locations or in growth areas to be able to
sustain development and profits at reasonable levels over a
period exceeding 5 years.

The WCTR Group will have, through its wholly-owned subsidiaries,
land-bank of approximately 992 acres upon completion of the
Proposed Land Acquisition.

   (ii) SC Guidelines on convertibles

Pursuant to the Press Release by the SC dated 30 December 1999,
the conversion price of convertible securities could now be set
at a discount of not more than 10% from the 5-day weighted
average market price of the underlying shares at a price-fixing
date to be determined after approval of the SC for the issuance
of the convertible securities.

Pursuant to the Proposed Conversion of Advances, the conversion
price of the WCTR ICCPS is fixed at the par value of RM0.50 per
WCTR Share. The basis for fixing the conversion price of the
WCTR ICCPS at RM0.50 per WCTR Share is that WCTR is currently
unlisted and the WCTR ICCPS are issued as part of an overall
scheme to rescue BIB.

   (iii) SC Guidelines on transfer to Main Board

Pursuant to paragraph 10.2 of the SC Guidelines on Amendments to
the Requirements on Initial Public Offerings of Securities on
the KLSE issued by the SC on 3 September 2001, a company which
has been involved in reverse take-over/back door listing
exercises could only be allowed for transfer to the Main Board
of the KLSE upon the new injected
asset(s)/business(es)/interest(s) meeting the historical profit
requirement of the Main Board or upon the original core
asset/business of the company meeting the requirements for
transfer to the Main Board as stipulated in paragraph 10.1 of
the SC Guidelines which requires, inter alia, that company meets
the historical profit requirement for listing on the Main Board
pertaining to the aggregate after-tax profit, uninterrupted
profit record and minimum after-tax profit for the latest
financial year.

Based on the audited consolidated accounts of the WCTR Group for
the 5 financial years ended 31 January 2002, the aggregate
after-tax profit of the WCTR Group amounts to approximately
RM20.795 million. Over the 5 financial years ended 31 January
2002, the WCTR Group has a loss after taxation of RM543,196 and
RM954,176 for the financial years ended 31 January 1998 and 31
January 1999, respectively. However, the audited after-tax
profit of the WCTR Group for the latest financial year ended 31
January 2002 of approximately RM14.682 million meets the minimum
requirement of RM8 million for the latest financial year.

On behalf of WCTR, CIMB will seek the approval of the SC for an
exemption from having to comply with the above requirements.

SUBMISSION TO AUTHORITIES

The applications to the relevant authorities for the Corporate
Proposals have been made on even date.

ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSALS

Barring unforeseen circumstances and subject to all required
approvals being obtained, the Proposals, save for the Proposed
Liquidation, are expected to be completed by end July 2003.

ADVISER

CIMB has been appointed as the Adviser to BIB in relation to the
Corporate Proposals.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for
inspection at the registered office of BIB at Unit 725, 7th
Floor, Block A, Kelana Center Point, No. 3, Jalan SS 7/19,
Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan from 9.00
a.m. to 5.00 p.m. from Mondays to Fridays (except public
holidays) up to a period of 1 month from the date of this
announcement:

   (i) the Principal Agreement dated 13 December 2002;

   (ii) the Supplemental Agreement dated 27 December 2002; and

   (iii) the audited consolidated accounts of the BIB Group for
the past 2 financial years ended 31 December 2001 and the
audited accounts of WCTR for the past 2 financial years ended 31
January 2002.

Tables 1 to 15 can be found at
http://www.bankrupt.com/misc/TCRAP_Bescorp0106.doc.


CHASE PERDANA: Shareholders OK All Resolutions at EGM
-----------------------------------------------------
On behalf of the Board of Directors of Chase Perdana Berhad,
Southern Investment Bank Berhad wishes to announce that the
shareholders of CPB have approved all the resolutions pertaining
to the Proposals, comprising Proposed Debt Restructuring Scheme
and Proposed Employees' Share Option Scheme (ESOS), as stated in
the Notice of Extraordinary General Meeting (EGM) dated 29
November 2002 at the EGM held on 28 December 2002 except for
Ordinary Resolution 2.

In this regard, the shareholders of CPB approved a proposal
raised during the EGM to amend Ordinary Resolution 2. The
amended Ordinary Resolution 2 has deleted the reference to
Pancar Generasi (M) Sdn Bhd in view of the adjournment sine die
of the Court Convened Meeting of the Unsecured Creditors of
Pancar Generasi (M) Sdn Bhd as announced on 27 December 2002.

The amended Ordinary Resolution 2 is set out below:

"AMENDED RESOLUTION NO. 2 - DEBT RESTRUCTURING SCHEME OF THE
SUBSIDIARIES

To be passed as an Ordinary Resolution

THAT the schemes of arrangement between the subsidiaries of the
Company (namely, Binaprimas Sdn Bhd, Chew Piau Properties Sdn
Bhd, CPB-Plastronic JV Sdn Bhd, Imacentre Development Sdn Bhd,
LH Capital Sdn Bhd and Santun Indah Sdn Bhd) and their
respective creditors (as described in the Circular to
Shareholders of the Company dated 29 November 2002) be approved.

AND THAT the directors of the Company be and are hereby
authorized to do all such acts and things and to execute all
necessary documents to give effect to the said schemes of
arrangement with full powers and discretion to assent to any
conditions, modifications, variations and/or amendments as may
be deemed necessary in the interests of the Company and/or as
may be required by the Court and/or by any relevant
authorities."

The shareholders of CPB had also approved the amended Ordinary
Resolution 2 at the above EGM.


CONSTRUCTION AND SUPPLIES: Promotes Agrees Proposed Variations
--------------------------------------------------------------
On 28 February 2002, Alliance Merchant Bank Berhad (Alliance)
announced on behalf of the Board of Directors (Board) of
Construction And Supplies House Berhad (CASH) that the Company
proposes to implement the Proposals, which would return CASH
back onto a stronger financial footing. It was further announced
by Alliance, on behalf of CASH, on 16 December 2002 that the
Company had informed the Securities Commission (SC) of certain
proposed variations to be made to the original Proposals as
previously submitted to the SC and other relevant regulatory
authorities.

On behalf of CASH, Alliance now wishes to announce that CASH and
Dato' Musa bin Haji Sheikh Fadzir (Dato' Musa), the promoter of
the Proposals, had by way of an exchange of letters dated 30
December 2002, agreed on the variations to be made to the
Proposals (Proposed Variations).

The Proposed Variations would entail the following:

   (i) A reduction in the quantum of the Proposed Rights Issue,
which is now proposed to be reduced from 122,075,312 new
ordinary shares of RM0.50 each in Newco (Newco Shares) (Rights
Shares) (on the basis of eight (8) Rights Shares and eight (8)
warrants (Warrants) for each Newco Share held by the existing
shareholders of CASH after the Proposed Share Exchange), to
38,148,536 Rights Shares (on the basis of five (5) Rights Shares
and five (5) Warrants for every two (2) Newco Shares held by the
existing shareholders of CASH after the Proposed Share Exchange)
(Proposed Variation I); and

   (ii) The variation of the type of convertible securities to
be issued by Newco to Sabah Development Bank Berhad (SDB) as
part settlement of the amount owing by CASH to SDB under the
Proposed Debt Restructuring. It is now proposed for Newco to
issue 3-year 2% Irredeemable Convertible Secured Loan Stock
2003/2006 (ICSLS) instead of the issuance of 5-year 2%
Redeemable Convertible Secured Loan Stocks 2003/2008 (RCSLS),
the quantum of which remains the same (Proposed Variation II).

Further, as previously announced, PSSB, which will be the core
company in the Newco group after the completion of the
Proposals, had also proposed to acquire three resorts, namely
Aseania Resort, Blue Coral Resort and Radin Resort PSSB Assets)
(Proposed PSSB Acquisitions), which will be completed prior to
the completion of the Proposals. PSSB have now also entered into
an arrangement with Dato' Musa to vary certain terms and
conditions in relation to the Proposed PSSB Acquisitions.

Such variations relate principally to the mode of consideration
for the Proposed PSSB Acquisitions, wherein PSSB is now proposed
to assume and obtain new loans amounting to RM41.2 million in
total in respect of all the PSSB Assets, instead of assuming
RM41.3 million previously. Further, under the original
Proposals, Newco would settle the entire RM41.3 million of loans
assumed via proceeds received from the Proposed Rights Issue.
This has now been proposed to be varied such that only RM2.3
million of the loans assumed will be repaid by Newco. Details of
the assumption of loans are shown in Table 1 at
http://www.bankrupt.com/misc/TCRAP_CASH0106.doc.

The respective purchase considerations for the acquisition of
the above three resorts by PSSB remain unchanged. Further, there
are no change to the proposed subscription of shares in PSSB by
Dato' Musa, wherein Dato' Musa is proposed to subscribe for
20,800,000 new ordinary shares of RM1.00 each in PSSB prior to
the proposed acquisition of PSSB by Newco.

Details of Proposed Variation I

Under the original Proposals, the loan amount of RM41.3 million
was to be assumed by PSSB pursuant to the Proposed PSSB
Acquisitions. This amount was proposed to be settled from the
proceeds of the Proposed Rights Issue. Under the Proposed
Variations, only RM2.3 million out of the total loans of RM41.2
million to be assumed/ obtained by PSSB pursuant to the Proposed
PSSB Acquisitions shall be settled by the proceeds from the
Proposed Rights Issue, with the balance of RM38.9 million of
loans to remain in PSSB.

As such, it is thus proposed for the quantum of the Rights
Shares be reduced from 122,075,312 Rights Shares to 38,148,536
Rights Shares (thereby reducing the basis from 8 for 1 to 5 for
2 after the Proposed Share Exchange), after taking into account
the equity funding requirements of the Newco Group pursuant to
the Proposed Variations.

The proposed utilization of proceeds from the Proposed Rights
Issue pursuant to the Proposed Variations against the original
Proposals is shown in Table 2 at
http://www.bankrupt.com/misc/TCRAP_CASH0106.doc.

The variation to the quantum of the Proposed Rights Issue is
also to take into account the current adverse market conditions
and the fact that the reduced quantum of rights will be more
attractive to the current shareholders of CASH as compared to
the previous Proposed Rights Issue.

Proposed Variation II

SDB is one of the two creditors of CASH which is participating
in the Proposed Debt Restructuring. Under the original
Proposals, it was proposed for the indebtedness of CASH to SDB
amounting to approximately RM88,725,000 as at 31 July 2001 be
treated as follows:

   (i) Settlement by Newco of an indebtedness of RM58,725,000 by
way of the issuance of 46,980,000 new Newco Shares and
RM35,235,000 nominal value RCSLS;

   (ii) Novation of the balance of the indebtedness totaling
RM30,000,000 to a third party; and

   (iii) The interest charges accruing from the cut-off date
i.e. 31 July 2001 until the completion date of the Proposals
shall be completely waived by SDB.

It is now proposed for Newco to issue ICSLS instead of RCSLS to
SDB as part settlement of the indebtedness to SDB in respect of
(i) above. The quantum of the ICSLS shall be the same as the
RCSLS which was originally proposed to be issued to SDB, i.e.
nominal value of ICSLS shall be RM35,235,000.

The ICSLS are proposed to be issued in place of the RCSLS in
order for Newco to meet the minimum level of net tangible asset
("NTA") per share of Newco after the restructuring of CASH, i.e.
NTA per share should be at least 33% of the par value of the
share capital.

The proposed principal terms of the ICSLS are stated in Table 3
at http://www.bankrupt.com/misc/TCRAP_CASH0106.doc.

RATIONALE FOR THE PROPOSED VARIATIONS

Proposed Variation in respect of the Proposed Rights Issue
(Proposed Variation I)

The reduction in the quantum of the Proposed Rights Issue is to
take into account the lower utilization of proceeds required by
Newco as well as to take into account the current poor market
sentiment whereby it is felt that the reduced quantum of the
Proposed Rights Issue will contribute towards a higher
subscription rate for the Rights Shares, as compared to under
the original Proposals.

Proposed Variation in respect of the Proposed Debt Restructuring
(Proposed Variation II)

The proposed variation of the type of convertible securities to
be issued to SDB is to take into account the minimum level of
NTA per share required by Newco after the completion of CASH's
restructuring scheme.

EFFECTS OF THE PROPOSED VARIATIONS

The effects of the Proposed Variations on the share capital,
shareholding structure, NTA per share and gearing of CASH and
Newco are respectively shown in Tables 4 to Table 7 at
http://www.bankrupt.com/misc/TCRAP_CASH0106.doc.

The Proposed Variations are expected to have a positive effect
on the earnings per share of the Newco group after the
completion of the Proposals due to the reduced number of Newco
Shares after the Proposed Variations.

DEPARTURES FROM THE POLICIES AND GUIDELINES ON ISSUE/OFFER OF
SECURITIES BY THE SC (SC'S GUIDELINES)

The Proposed Variations do not comply fully with the SC's
Guidelines in that the Company has proposed to pre-determine the
conversion price for the ICSLS at RM0.50 per Newco Share. On 20
December 2002, the Company had received a letter from the SC
that the Company's proposal to pre-determine the above
conversion price has been approved by the SC.

APPROVALS REQUIRED

The Proposed Variations, which would form part of the revised
Proposals, would require the same approvals as previously
announced on 28 February 2002. Other than the approval of the
FIC for the Proposals and the approval of Innosabah Securities
Berhad for the Proposed Debt Restructuring which have been
received on 18 November 2002 and 1 April 2002 respectively, all
other approvals are still pending.

The Proposed Variations have already been submitted to the SC
and these will be considered by the SC as part of the overall
revised Proposals.


EPE POWER: Seeks Further Financial Regularization Time Extension
----------------------------------------------------------------
Further to the announcement by Commerce International Merchant
Bankers Berhad (CIMB) on 21 November 2002, in view that EPE
Power Corporation Berhad is still in the process of finalizing
the debt restructuring agreement with its lenders, EPE will not
be able to meet the deadline to make the Requisite Announcement
by 30 December 2002.

CIMB had on 19 December 2002 submitted an application to the
KLSE for a further extension of time of two (2) months to 28
February 2003 to make the Requisite Announcement of its plan to
regularize its financial condition.


GEAHIN ENGINEERING: SC Guidelines Compliance Waiver Granted
-----------------------------------------------------------
Further to the announcements dated 25 January 2002, 31 October
2002 and 5 December 2002, on behalf of Geahin Engineering
Berhad, Public Merchant Bank Berhad (PMBB) wishes to announce
that the Securities Commission (SC) had vide its letters dated
26 December 2002 approved the Proposed Restructuring Scheme as
proposed.

The SC's approval is subject to, amongst others, the following
conditions:

   (i) Geahin is required to appoint an independent audit firm
(which is experienced in investigative audit and has not been
and is not the current auditor of the Geahin Group) within the
next two (2) months from the date of the letter of approval of
the SC to conduct an investigative audit on the past business
losses of Geahin. Geahin is also required to take the necessary
steps to recover such losses. Based on the findings of the
investigative audit, Geahin has to report to the relevant
authorities if there has been any breach to any laws, rules,
guidelines and Memorandum and Articles of Association by the
directors of Geahin and/or other parties which resulted in the
losses of Geahin. The investigative audit has to be completed
within six (6) months from the date of the appointment of the
said independent audit firm and the findings have to be
announced. Two (2) copies of the investigative audit report are
to be made available to the SC after completion of the
investigative audit;

   (ii) Moratorium is to be imposed on 60,115,501 new ordinary
shares of RM1.00 each in Maxbiz Corporation Sdn Bhd (Maxbiz)
(Maxbiz Shares), representing 50% of the new Maxbiz Shares to be
received by the vendors of Mayford Garments Sdn Bhd (MGSB) and
M.K.K. Industries Sdn Bhd (MKK) (Vendors), as stipulated under
the SC's Policies and Guidelines on Issue/Offer of Securities
(SC Guidelines). In relation thereto, the Vendors will not be
allowed to sell, transfer or assign their shareholdings for at
least one (1) year from the date of the listing of the new
Maxbiz Shares on the Main Board of the Kuala Lumpur Stock
Exchange.

Thereafter, the Vendors will be allowed to sell, transfer or
assign only up to a maximum of one third per annum of their
shareholdings under moratorium.

The abovementioned moratorium condition is also imposed on the
ultimate shareholders of certain of the Vendors whereby all the
said ultimate shareholders are required to provide undertakings
that they will not sell, transfer or assign their shareholdings
in the respective companies for the duration of the
abovementioned moratorium condition. However, the Vendors are
allowed to avail themselves to the new SC Guidelines (to be
announced) in line with the implementation of the final phase of
the disclosure based regulation.

In relation to the above, the SC has no objection on the
proposal by Geahin to impose the said moratorium on the Vendors
as follows:

Vendor              No. of shares to       No. of shares under
                         be received                moratorium
Lim Lay Kian              11,653,425                 5,826,713
Inno-Option Sdn Bhd       54,937,575                27,468,788
Capital Line Sdn Bhd      53,640,000                26,820,000
Total                    120,231,000                60,115,501

   (iii) Any future business transaction between the Maxbiz
Group, and the proposed directors and substantial shareholders
of the Maxbiz Group or parties and companies related to the said
directors and substantial shareholders of the Maxbiz Group are
required to be carried out on arm's-length basis and are not
detrimental to the Maxbiz Group. In relation to the above, the
Audit Committee of Maxbiz is required to monitor and the
directors are required to report such business transaction in
the annual report of Maxbiz;

   (iv) The proposed full time directors of the Maxbiz Group are
not allowed to be involved full time in any other personal
business;

   (v) In the future, the proposed directors and substantial
shareholders of the Maxbiz Group are not allowed to carry out
any new business, which will compete directly or indirectly and
give rise to conflict of interest with the business of the
Maxbiz Group;

   (vi) In relation to the redeemable convertible secured loan
stocks (RCSLS) and redeemable unsecured loan stocks (RULS) which
will be issued following the Proposed Restructuring Scheme,
Maxbiz is required to:

     (a) obtain the SC's approval for any amendments to the
terms and conditions issued;

     (b) furnish the SC and Bank Negara Malaysia with Form
FMF/JPB (Facility Maintenance File) before the issuance of the
RCSLS and RULS; and

     (c) furnish the final trust deed for the SC's record;

   (vii) PMBB is required to inspect the value of the assets,
which will be transferred to the special purpose vehicle (SPV),
and confirm to the SC that the value of the assets are fair and
reasonable before the settlement of the SPV is implemented;

   (viii) The Vendors are required to provide written
undertaking to the SC that all the trade receivables and
inventory are fully recoverable and realizable and all the trade
creditors and tax liabilities are not understated;

   (ix) Capital Line is required to bear all the expenses
including underwriting fees, brokerage commission and stamp duty
for the offer for sale shares;

   (x) Geahin/Maxbiz is required to disclose fully in the
circular to shareholders and prospectus, whichever is
applicable, in relation to the following matters:

     (a) Reasons that gave rise to the Geahin Group's present
financial problems and steps taken and to be taken to avoid such
problems from recurring to the core assets to be transferred to
Maxbiz;

     (b) Expertise of Maxbiz to manage two (2) different viable
businesses, which are manufacturing of garments, commercial
dyeing and knitting of fabrics as well as construction;

     (c) Prospects and future plans, and risk management plans
and practices to deal with the major risks of the new businesses
of the Maxbiz Group, namely manufacturing of garments,
commercial dyeing and knitting of fabrics, including risk
related to the termination of the rental of factory and
premises, risk of fire, electricity supply crisis and other
emergencies which will disrupt the operations of the Maxbiz
Group;

     (d) Current related-party transactions and steps taken and
to be taken to ensure that such related-party transactions will
not be detrimental to the Maxbiz Group;

     (e) Existing interests/involvement of the proposed
directors and substantial shareholders of the Maxbiz Group in
other business, which will give rise to situation of conflict of
interest with the business of the Maxbiz Group and steps taken
and to be taken to deal with such conflict of interest;

     (f) Comments and justifications from PMBB on the
reasonableness of the basis of valuations of MGSB and MKK;

     (g) Method and timeframe for the Maxbiz Group to eliminate
its accumulated losses;

     (h) The major customer, namely Charles Vogele Mode AG,
together with steps taken/to be taken to reduce dependency on
the said customer; and

     (i) The major supplier, namely Hualon Corporation (M)
Berhad, together with steps taken/to be taken to reduce
dependency on the said supplier;

   (xi) The proposed directors of Maxbiz are required to furnish
SC with written confirmations that all issues relating to income
tax, including the most recent filing of tax return with the
Inland Revenue Board and any payments of MGSB and MKK, if
applicable, are in order before the implementation of the above
proposals;

   (xii) Geahin/Maxbiz can only implement the above proposals
after obtaining approvals from the relevant authorities; and

   (xiii) Geahin/Maxbiz is required to fully comply with other
requirements relating to the abovementioned proposals as
stipulated in the SC Guidelines.

In relation to the application by PMBB, on behalf of Geahin, for
a waiver from complying with the requirement under the SC
Guidelines which states that at least 25% of the issued and
paid-up share capital of a public listed company should be in
the hands of public after acquisition, the SC has approved, as
proposed, subject to the condition that Maxbiz is given a period
of six (6) months, as opposed to a period of one (1) year as
proposed, from the completion date of the above proposals to
fulfill the said requirement.

In relation to the application by PMBB, on behalf of the
Vendors, namely Lim Lay Kian, Inno-Option, Lee Lim Choong, Chon
Chye @ Chon Chong On, Capital Line and Moslee Nawawi, for a
waiver from the obligation to undertake a mandatory general
offer on the remaining voting shares in Maxbiz under Practice
Note 2.9.3 of the Malaysian Code on Take-Overs and Mergers, 1998
(Code), the SC has approved the said waiver after taking note of
the following:

   (i) The Vendors will own 120,231,000 Maxbiz Shares,
representing 84.53% equity interest in Maxbiz following the
proposed acquisition of MGSB and MKK by Maxbiz;

   (ii) Pursuant to Section 33B(2) of the Securities Commission
Act, 1993 and Part II of the Code, the Vendors will have an
obligation to undertake a mandatory take-over offer for the
remaining voting shares in Maxbiz; and

   (iii) The Vendors have met the requirement under paragraph
(3), Practice Note 2.9.3. of the Code, whereby, amongst others,
the net tangible asset per share of the Geahin Group is less
than 50% of its par value, its debt-equity ratio is more than
3:1 and the above proposal is expected to turnaround the
financial position of the Geahin Group.

Maxbiz is advised to place emphasis on the internal control
system and maintain proper record to monitor the trade
receivables, inventory, trade creditors and filing of tax return
on time.

Upon completion of the proposals, PMBB and Maxbiz/Geahin and any
relevant parties shall furnish written confirmation on
compliance with all the above terms and conditions.

PMBB and Maxbiz/Geahin are reminded that any breach or non-
compliance of any conditions or terms of the above SC' approval
is an offence under the Securities Commission Act, 1993.

The Boards of Directors of Geahin, Maxbiz and the Vendors are
currently deliberating on the abovementioned terms and
conditions of the SC's approval, the announcement of their
decision will be made in due course.


KIARA EMAS: SC Grants Proposals, Proposed Exemption Approval
------------------------------------------------------------
On 3 September 2002 and 18 October 2002, AmMerchant Bank Berhad
(AmMerchant Bank) (formerly known as Arab-Malaysian Merchant
Bank Berhad) had, on behalf of Kiara Emas, announced that the
Company had obtained the approvals of the Ministry of
International Trade and Industry and the Foreign Investment
Committee respectively for the Proposals.

On behalf of Kiara Emas Asia Industries Berhad, AmMerchant Bank
wishes to announce that the SC has vide a letter dated 24
December 2002 approved the Proposals and the Proposed Exemption.
The approval for the Proposals is subject to the following
conditions:

   (a) AmMerchant Bank / Major Team Holdings Sdn. Bhd. (MTHSB)
is required to inform the SC of the total amount of debt which
will be settled by the issuance of 2% 5-year redeemable
convertible unsecured loan stocks (RCULS) by MTHSB, prior to the
issuance of the RCULS;

   (b) MTHSB / Kiara Emas is required to disclose the following
matters in the circular to shareholders and prospectus:

     (i) Details pertaining to the Proposed Disposal, including
the valuation of the existing subsidiaries of Kiara Emas to be
disposed of and the disposal consideration of RM1.00;

     (ii) Comments of Kiara Emas / MTHSB and AmMerchant Bank on
the reasonableness of the valuation of the existing subsidiaries
of Kiara Emas to be disposed of and the valuation of Stone World
Sdn. Bhd. (Stone World);

     (iii) In relation to the proposal for MTHSB to comply with
the 25% public shareholding spread requirement, MTHSB is
required to comply with the aforementioned requirement within
six (6) months from the date of its listing on the Kuala Lumpur
Stock Exchange (KLSE);

     (iv) The total trade debts of Stone World, the ageing
analysis of the aforementioned debts and of debts which are
exceeding the credit period. In this connection, the directors
of Stone World / MTHSB are required to comment / provide a
statement on the recoverability of trade debts which are
exceeding the credit period;

     (v) The involvement of the directors / key management of
the MTHSB Group in other companies. In this connection, the
directors of the MTHSB Group are required to provide comments on
the implications of their involvement in other companies, on
their abilities to manage the MTHSB Group, as well as mitigating
factors / steps which have been taken or will be taken to
overcome any negative implications as a result of the
involvement of the directors of the MTHSB Group in other
companies. The directors and key management of the MTHSB Group
are also required to furnish to the SC, written confirmations on
the implications of their involvement in other companies, on
their abilities to manage the MTHSB Group, prior to the issuance
of the circular to shareholders of Kiara Emas and the prospectus
of MTHSB; and

     (vi) A management succession plan to ensure the continuity
of the management of the company, pursuant to the Proposals;

   (c) MTHSB is required to:

     (i) Furnish two (2) copies of the investigative report on
the past losses of Kiara Emas to the SC, within six (6) months
from 24 December 2002. The results of the investigative report
will have be to announced; and

     (ii) Take appropriate actions, should there be any non-
compliance by the past management / board of directors of Kiara
Emas, or any parties which have caused the losses of Kiara Emas,
including actions to recover the losses recorded by Kiara Emas
in the previous years, as well as submit reports to the relevant
authorities on the aforementioned non-compliance;

   (d) The allocation of excess shares pursuant to the Proposed
Restricted Issue must be transparent and conducted fairly;

   (e) The trade debts of Stone World and its subsidiaries
(Stone World Group) must be fully provided for, where:

     (i) The amounts are disputed or questionable; or

     (ii) Legal action has been taken or commenced; or

     (iii) The age of the debts is more than six (6) months.

In this connection, the directors of MTHSB are required to
furnish to the SC, written confirmations that the trade debts
which are exceeding the credit period are recoverable and that
provision for bad / doubtful debts has been made in the
financial statements as well as the financial forecast /
projections of the MTHSB Group as stated above, prior to the
issuance of the circular to shareholders of Kiara Emas.

In this connection, the vendors of Stone World are required to
provide compensation for any bad debts which exist on the date
of completion of the implementation of the Proposals, in respect
of which appropriate provision has not been made or disclosure
has not been made in the circular to shareholders / prospectus
of MTHSB;

   (f) The Audit Committee of MTHSB is required to monitor, and
the directors of MTHSB are required to report on, the profit
guarantee given by the vendors of Stone World, based on the
financial status of MTHSB, every year in the annual report of
the MTHSB Group until the profit guarantee expires; and

   (g) A moratorium is imposed on Excellent Avenue (M) Sdn. Bhd.
(Excellent Avenue) in relation to the disposal of the shares in
MTHSB which Excellent Avenue will receive in consideration for
its disposal of the Stone World Group. In this connection,
Excellent Avenue is not allowed to sell, transfer or assign 50%
of its shareholding in MTHSB for one (1) year from the date of
listing of the said shares. Thereafter, Excellent Avenue is
permitted to sell, transfer or assign not more than one third of
the shares under moratorium every year.

The above-mentioned moratorium condition is also imposed on the
ultimate shareholders of Excellent Avenue, whereby all the said
ultimate shareholders are required to provide undertakings that
they will not sell, transfer or assign their shareholdings in
Excellent Avenue for the duration of the above-mentioned
moratorium condition.

Nevertheless, Excellent Avenue will be able to apply the SC's
guidelines on moratorium which will be announced in connection
with the implementation of the final phase of disclosure-based
regulation.

The SC has also imposed the following conditions in relation to
the utilization of the proceeds of the Proposed Special Issue
and Proposed Restricted Issue:

   (a) The SC's approval must be obtained for any changes to the
utilization of proceeds if such changes involve the utilization
of the proceeds for purposes other than the core business of
MTHSB;

   (b) The approval of the shareholders of MTHSB must be
obtained for the utilization of the proceeds as originally
proposed, and also for any changes to the utilization of the
proceeds of 25% or more. Should the proposed change be less than
25%, an appropriate disclosure must be made to the shareholders
of MTHSB;

   (c) Any extension of time from the time frame specified by
MTHSB for the utilization of the proceeds must be approved by
resolution of the board of directors of MTHSB and fully
disclosed to the KLSE; and

   (d) Appropriate disclosure on the status of the utilization
of the proceeds must be made in the quarterly reports and annual
reports of MTHSB until the proceeds have been fully utilized.


KUALA LUMPUR: Enters New SSA With Equine
----------------------------------------
On behalf of Kuala Lumpur Industries Holdings Berhad (Special
Administrators Appointed), Commerce International Merchant
Bankers Berhad wishes to announce that Equine Capital Berhad
(ECB) and Datuk Patrick Lim Soo Kit (DPLSK) as the
representative of the shareholders of Taman Equine Sdn Bhd
(Equine) had, on 30 December 2002, mutually agreed to enter into
a new conditional share sale agreement (New SSA) to reflect the
revised purchase consideration approved by the Securities
Commission on 20 September 2002 and the securities to be issued
by ECB pursuant thereto. Details of the revision to the purchase
consideration and securities to be issued by ECB to the vendors
of Equine thereto were announced to the Kuala Lumpur Stock
Exchange on 24 September 2002.

With the execution of the New SSA, the previous conditional
share sale agreement executed on 1 February 2002 has been
mutually terminated by ECB and DPLSK. Save for the above
changes, all other terms of the New SSA remain unchanged.


MALAYSIAN GENERAL: Receives SC's Scheme Approval Letter
-------------------------------------------------------
On 30 August 2002, AmMerchant Bank Berhad {formerly known as
Arab-Malaysian Merchant Bank Berhad} had, on behalf of Malaysian
General Investment Corporation Berhad, submitted an application
to the relevant authorities on the Proposed Restructuring
Scheme, which comprises the following:

   (a) Proposed exchange of all the existing ordinary shares of
RM1.00 each (Shares) in MGIC with new Shares in Sumatec
Resources Berhad (SRB) on the basis of one (1) new Share in SRB
for every five (5) existing Shares held in MGIC;

   (b) Proposed debt settlement exercise between MGIC, MGIC
Construction Sdn Bhd, Magic Hill Resort Sdn Bhd (collectively to
be referred to as Scheme Companies) and their respective
creditors, save for the trade creditors (Creditors), involving
the issuance of new Shares in SRB to the Creditors as full and
final settlement of the outstanding debts due from the Scheme
Companies to the Creditors;

   (c) Proposed acquisitions of the entire issued and paid-up
share capital of Sumatec Corporation Sdn Bhd (Sumatec)
comprising 10,000,000 Shares (Proposed Acquisition Of Sumatec
Group) and the entire issued and paid-up share capital of Isuta
International Sdn Bhd (Isuta) comprising 3,000,000 Shares for a
total purchase consideration of RM145,000,000 (Proposed
Acquisition Of Isuta Group) to be satisfied by the issuance of
new Shares in SRB (collectively to be referred to as Proposed
Acquisitions);

   (d) Proposed waiver to the vendor of the Sumatec Group, Tekad
Mulia Sdn Bhd (Tekad Mulia) and parties acting in concert with
it, namely the vendors of the Isuta Group, from the obligation
to extend an unconditional mandatory general offer for all the
remaining Shares not already owned by them in SRB after the
Proposed Acquisitions;

   (e) Proposed offer for sale / placement of the Shares held by
the Creditors and the vendor of the Sumatec Group and the
vendors of the Isuta Group in SRB in order to comply with the
minimum 25% public shareholding spread requirement;

   (f) Proposed admission of the entire enlarged issued and
paid-up share capital of SRB to the Official List of the Kuala
Lumpur Stock Exchange and proposed delisting of MGIC; and

   (g) Proposed liquidation of MGIC and all of its subsidiaries.

Subsequently on 23 October 2002 and 18 November 2002, AmMerchant
Bank announced that the Company has obtained approval from the
Ministry of International Trade and Industry and Foreign
Investment Committee respectively.

In this respect, on behalf of the Company, AmMerchant Bank is
pleased to announce that the Company has obtained the Securities
Commission's (SC) approval via its letter dated 24 December 2002
for the Proposed Restructuring Scheme, save for the Proposed
Acquisition Of Isuta Group.

The SC's approval is subject to, inter-alia, the following main
conditions:

   (a) A restriction on the sale of 47,500,000 Shares
(representing 50% of the 95,000,000 new SRB Shares to be issued
pursuant to the Proposed Acquisition Of Sumatec Group)
(Moratorium Shares) to be received by the vendor of the Sumatec
Group, Tekad Mulia, whereby it is not allowed to dispose,
transfer or assign its Moratorium Shares for at least one (1)
year from the date of listing of the SRB Shares on the Kuala
Lumpur Stock Exchange (KLSE). Thereafter, Tekad Mulia is only
allowed to dispose, transfer or assign not more than one third
(1/3) per annum of its Moratorium Shares.

In addition, each shareholder of Tekad Mulia must submit a
letter of undertaking to the SC that they will not dispose,
transfer or assign their equity holdings in Tekad Mulia for the
duration of the moratorium period. However, Tekad Mulia may
apply any revision to the SC's Policies and Guidelines on Issue
/ Offer of Securities (SC Guidelines) in relation to the
moratorium condition when it is announced, in line with the
implementation of the final phase of the disclosure-based
regime;

   (b) to obtain the SC's approval on the final number of the
SRB Shares to be offered for sale / placed out by the Creditors
and vendor of the Sumatec Group to the public / investors. The
corporate adviser or independent placement agent, where
applicable, must submit to the SC, for its notification, a final
list of the placees, and a confirmation that the placement
complies with the SC Guidelines;

   (c) to obtain the SC's approval for the final number of the
SRB Shares to be listed on the KLSE pursuant to the Proposed
Restructuring Scheme;

   (d) the Company must fully disclose in its Circular to
shareholders / Prospectus on the status of the trade debtors of
Sumatec, the ageing analysis of the said debtors and a comment /
statement from the board of directors of Sumatec on the
recoverability in respect of those debtors who have exceeded the
credit period. In relation to this, full provision must be made
in respect of those debtors who have exceeded the credit period,
and where legal actions has commenced or been taken or has
exceeded more than six (6) months for those debts in dispute. In
addition, the board of directors of Sumatec must submit a
confirmation letter to the SC that the trade debtors which have
exceeded the credit period are recoverable and provision for bad
and doubtful debts have been made in the accounts and
forecast/projections;

   (e) the Company must make detailed disclosure in its Circular
to shareholders / Prospectus of the following:

     ú the basis and justification for the purchase
consideration of Sumatec, comparison of the said purchase
consideration with similar public listed companies, as well as
comments from AmMerchant Bank on the reasonableness of the said
purchase consideration;

     ú the plans and risk management practices to deal with the
risks associated with the business of the SRB Group, including
the risk associated with fire as well as other emergencies which
may affect the operations of the SRB Group in the future;

     ú the future business prospects of the SRB Group as well as
the factors to support the expected future growth vis a vis its
past performance; and

     ú contracts on hand;

   (f) the directors of SRB must submit an undertaking letter to
the SC that all issues regarding income tax, including the
filing of tax returns with the Inland Revenue Board and any
payment, if applicable, must be settled prior to the
implementation of the proposals approved by the SC;

   (g) any future transactions between the SRB Group and the
directors / substantial shareholders or companies related to the
directors / substantial shareholders must be carried out at
"arm's length" and must not involve terms which are more
favorable than normal commercial terms which would be
detrimental to the SRB Group. In relation to this, the Audit
Committee of the SRB Group must review such transactions and the
directors of SRB are required to report on these transactions,
if applicable, in the annual report;

   (h) the directors / substantial shareholders of the SRB Group
are not allowed to be involved in any competing business. In
relation to this, the directors / substantial shareholders must
submit an undertaking letter to the SC that they will not be
involved in similar or competing business. Any involvement /
interest (if any) must be disposed prior to the implementation
of the proposals approved by the SC;

   (i) full-time directors of the SRB Group are not allowed to
be involved in their own personal business on a full-time basis
and are also not allowed to hold an executive director position;

   (j) MGIC must appoint an independent audit firm (who are
experienced in investigative audit and are not the current or
past auditors of the MGIC Group) within two (2) months from the
date of the SC's approval letter to conduct an investigative
audit on the past losses. The Company is also required to take
the necessary/appropriate measures to recover the said losses.
Based on the findings of the investigative audit, the Company is
required to submit a report to the relevant authorities for any
breach of the law, rules, guidelines and/or the Company's
Memorandum and Articles of Association by the board member and /
or any other party causing the losses. The investigative audit
must be completed within six (6) months from the date of
appointment and an appropriate announcement must be made in
respect of the findings of the investigative audit. Two (2)
copies of the investigative audit report must be submitted to
the SC upon completion of the said audit; and

   (k) AmMerchant Bank is required to comment on the
reasonableness of the liquidation of MGIC and its subsidiaries
in the Company's Circular to shareholders / prospectus.
As mentioned in the announcement dated 16 July 2002, a total of
12,494,085 SRB Shares (Security Shares) will be pledged as
security for the proposed put options between the vendor(s) of
the Sumatec Group and Isuta Group, and the Creditors.
Accordingly, a waiver was also sought for the transfer of the
Security Shares to the Creditors for the purpose of creating a
charge over the Security Shares for the proposed put options.
However, the SC via its letter dated 24 December 2002 did not
approve the said waiver.

In addition, the SC did not approve the Proposed Acquisition Of
Isuta Group due to the following reasons:

   (a) Some of Isuta's subsidiaries / businesses were previously
owned by Isuta Holdings Berhad {presently known as Tanah Emas
Corporation Berhad} (IHB). The said subsidiaries / businesses
were registering losses which resulted in IHB being
restructured. Based on the Circular dated 24 August 2001 to the
shareholders of IHB, the said business was expected to continue
to experience difficulty in the foreseeable future. Due the
failure of the companies / business in the past coupled with the
difficult prospects, the SC is of the view that Isuta is not
suitable to be injected into MGIC/SRB;

   (b) The subsidiaries / businesses of IHB were disposed of to
Newtechco Engineering Sdn Bhd (Newtechco) on 28 December 2001.
Newtechco subsequently disposed of the said subsidiaries to
Isuta on 31 December 2001. The SC is of the view that there is
no proven track record of the shareholders and management of
Isuta in managing the said subsidiaries / businesses as the
shares have only been held for a short period of time; and

   (c) The Proposed Acquisition of Isuta Group does not provide
any immediate synergy/benefit to the SRB Group given the
considerable differences between the businesses of Sumatec and
Isuta.

The Board of Directors of MGIC is presently considering certain
decisions of the SC and an appropriate announcement will be made
in due course.


PICA (M) CORPORATION: Discloses Credit Facilities Status Update
---------------------------------------------------------------
The Board of Directors of Pica (M) Corporation Berhad
wishes to make the following announcement for public release:

1. RM60 Million Guaranteed Revolving Underwriting Facility

Further to the Company's announcement on the status of the above
matter, the Court has further fixed 17 February 2003 for further
submission in relation to the Plaintiff's striking out
application. Apart from the above, the legal proceeding is still
pending in court.

2. RM5 Million Revolving Credit Facility & RM7 Million Short
Term Loan

Further to the Company's announcement, the Company wish to
inform that the Plaintiff's summary judgment application has
been postponed to 13 January 2003. Apart from the above, the
legal proceeding is still pending in court.
3. RM50 Million Term Loan Facility

Further to the Company's announcement, the Company wish to
inform that Plaintiff's summary judgment application has been
postponed to 30 January 2003. Apart from the above, the legal
proceeding is still pending in court.

4. RM4 million Revolving Credit Facility & RM7 million Overdraft
Facility

Further to the Company's announcement, the Company wish to
inform that the Plaintiff's summary judgment application has
been further fixed for hearing on 2 January 2003. Apart from the
above, the legal proceeding is still pending in court.

5. Approx RM3 million Credit Facility Claimed by Arab-Malaysian
Bank

Further to the Company's announcement, the Company wish to
inform that the Company has filed in its Statement of Defense
and the Plaintiff's summary judgment application has been
further fixed for hearing on 10 March 2003.


PICA (M) CORPORATION: Seeks Further Approval From Creditors
-----------------------------------------------------------
The Board of Directors of Pica (M) Corporation Berhad wishes to
make the following announcement for public release:

Further to the Company's announcement on Practice Note 4, the
Company on 17 December 2002 has through its merchant banker CIMB
request for an extension of two months from Kuala Lumpur Stock
Exchange (KLSE) to make the requisite announcement. Currently,
the Company has obtained approval in principal from majority of
the creditors representing approximately 90% of the total
outstanding debts, to participate in the Scheme. The Company
shall attempt to obtain further approval from the rest of the
creditors.


SCK GROUP: Discloses Revised Restructuring Scheme
-------------------------------------------------
SCK Group Berhad Company had announced on 30 October 2002 that
in view of the unfavorable market conditions, the Company has
decided not to proceed further with the restructuring scheme as
earlier proposed.

Considering the above, on behalf of the Board of Directors of
SCK, Aseambankers Malaysia Berhad (Aseambankers) is pleased to
announce the following revised restructuring scheme to address
the Company's PN4 status:

   (a) Proposed capital reduction exercise to reduce the
existing issued and paid-up share capital from RM19,875,000
comprising 19,875,000 ordinary shares of RM1.00 each to
19,875,000 ordinary shares of RM0.10 each, involving the
cancellation of RM0.90 from every ordinary share of RM1.00 each
in SCK and thereafter consolidated into 1,987,500 ordinary
shares of RM1.00 each on the basis of ten (10) RM0.10 ordinary
shares to one (1) RM1.00 ordinary share (Proposed Capital
Reduction);

   (b) Proposed renounceable rights issue of 4,968,750 new
ordinary shares of RM1.00 each at par on the basis of five (5)
new ordinary shares for every two (2) existing ordinary shares
held after Proposed Capital Reduction together with 4,968,750
free detachable warrants on the basis of one (1) free detachable
warrant for every one (1) new rights share subscribed (Proposed
Rights Issue With Warrants);

   (c) Proposed settlement of the entire credit facilities in
SCK amounting to RM80.05 million to the lenders of SCK (Lenders)
as set out in Table 1; via a proposed partial waiver of interest
and principal amounting to RM44,948,000 and by utilizing part of
the proceeds from the Proposed Rights Issue with Warrants. The
balance of the total debt pursuant to the proposed debt waiver
and cash repayment from the proposed Rights Issue with Warrants
is RM33,302,000, of which will be converted into 33,302,000
ordinary shares of RM1.00 each (Proposed Debt Settlement
Scheme);

   (d) Proposed put and call option arrangement between YAM
Tengku Syarif Laksamana Perlis Dato' Seri DiRaja Syed Razlan
Jamalullail, Adnan Bin Mohamed Lazim and/or their nominees
(collectively referred to as the Holders) and the Lenders for
the entire 33,302,000 ordinary shares of RM1.00 each to be
issued pursuant to the proposed debt-equity conversion under the
Proposed Debt Settlement Scheme (Proposed Put-Call Option);

   (e) Proposed waiver from undertaking a mandatory general
offer (MGO) to be sought by the Holders pursuant to the Proposed
Put-Call Option (Proposed Waiver from MGO);

(hereinafter collectively referred to as the Proposed
Restructuring Scheme).

Details on the Proposed Restructuring Scheme can be found at
http://www.bankrupt.com/misc/TCRAP_SCK0106.doc


SEAL INCORPORATED: Defaulted PAYMENT Stands RM2.92M
---------------------------------------------------
Seal Incorporated Berhad informed that there had been no new
developments in relation to the default in payment of the
principal and/or interest of the bank borrowings of Seal
Incorporated Berhad and its subsidiaries (the Group) since its
announcement dated 29 November 2002.

As at 30 December 2002, the Group's total default in payments to
financial institutions in respect of various credit facilities
is RM2.92 million.


SELOGA HOLDINGS: Obtains Proposals Approval From Shareholders
-------------------------------------------------------------
On behalf of the Board of Directors of Seloga Holdings Berhad,
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad) is pleased to announce that the Company
has obtained the approval of its shareholders at the
Extraordinary General Meeting held on December 30, 2002 for the
Proposals. Details of the Proposals have been circulated earlier
to shareholders via the Circular dated 16 December 2002.

The Proposals comprises of:

   - Proposed Two-Call Rights Issue;
   - Proposed Restricted Issue;
   - Proposed Settlement of Joint Venture;
   - Proposed Debt Settlement Scheme;
   - Proposed Joint Venture;
   - Proposed ESOS; and
   - Proposed Increase in Authorized Share Capital


SENG HUP: Relevant Regulatory Authorities Approve Proposals
-----------------------------------------------------------
Reference is made to the announcement made on 9 October 2002
(Requisite Announcement) and the subsequent monthly
announcements made by AmMerchant Bank Berhad (AmMerchant Bank)
(formerly known as Arab-Malaysian Merchant Bank Berhad) on
behalf of the Company with regards to the Proposed Restructuring
Exercise.

Arab-Malaysian, on behalf of Seng Hup Corporation Berhad
(Special Administrators Appointed), wishes to announce that the
Securities Commission (SC) has, vide its letter dated 26
December 2002, approved the following:

    (i) Proposed acquisition by Salcon Sdn Bhd (SSB or Newco) of
the entire issued and paid-up share capital of SHCB involving
the issuance of 833,250 new ordinary shares of RM0.50 each in
SSB (SSB Shares) at an issue price of RM0.50 per SSB Share to
the existing shareholders of SHCB on the basis of one (1) new
SSB Share for every twenty four(24) ordinary shares of RM1.00
each in SHCB (SHCB Shares) held (Proposed Share Exchange);

   (ii) Proposed acquisition by SSB of the entire issued and
paid-up share capital of Salcon Engineering Berhad (SEB)
comprising 20,000,000 ordinary shares of RM1.00 each (SEB
Shares) from Kumpulan Emas Berhad (KEB), Mampu Alam Sdn Bhd
(MASB) and Eminent Triumph Sdn Bhd (ETSB) (collectively known as
SEB Vendors) for a total consideration of RM80,198,000 to be
satisfied by the issuance of 160,396,000 new SSB Shares at an
issue price of RM0.50 per SSB Share (Proposed Acquisition);

   (iii) Proposed public issue by SSB of 29,200,000 new SSB
Shares at an indicative issue price of RM1.20 per SSB Share to
the eligible directors and employees of SEB group of companies
and the public (Proposed Public Issue);

   (iv) Proposed offer for sale / placement by SEB Vendors of
17,920,000 SSB Shares to the public and potential investors at
an indicative offer price of RM1.20 per SSB Share (Proposed
Offer For Sale / Placement);

   (v) Proposed debt settlement to SHCB's respective creditors
for the outstanding debts due from SHCB to such creditors (SHCB
Creditors)(Proposed Debt Settlement);

   (vi) Proposed transfer of listing status of SHCB on the
Second Board of the KLSE to SSB (Proposed Transfer of Listing
Status);

   (vii) Proposed disposal of the entire issued and paid-up
share capital of SHCB to a special purpose vehicle (SPV) for a
consideration of RM1.00 and the subsequent liquidation of SHCB
and all of its subsidiaries (Proposed Disposal of SHCB to SPV);

   (viii) Proposed transfer of SSB Shares to the Main Board of
the KLSE (Proposed Transfer to Main Board); and

   (ix) Proposed Employee Share Option Scheme (Proposed ESOS).

   (x) The listing of and quotation on the Main Board of the
KLSE for the following:

     (a) The entire enlarged issued and paid-up share capital of
SSB of 191,262,502 SSB Shares; and

     (b) Up to 19,126,000 new SSB Shares to be issued upon the
exercise of ESOS options issued pursuant to the Proposed ESOS;

   (xi) Pledging of up to 80,198,000 SSB Shares representing the
entire amount of the Moratorium Shares (as described below), as
security to the financial institutions, i.e Bank Islam Malaysia
Berhad and Southern Bank Berhad, if required.

The approval by the SC is subject to, inter-alia, the following
conditions:

   (i) A moratorium shall be imposed on 80,198,000 SSB Shares
representing 50% of the consideration shares to be received by
SEB Vendors as stipulated under Paragraph 18.09(5) of the
Policies and Guidelines on Issue/Offer of Securities issued by
the SC (SC Guidelines). In relation to this, SEB Vendors will
not be allowed to sell, transfer or assign their shares for at
least one(1) year from the date of listing of the said
consideration shares on the KLSE.

Thereafter, SEB Vendors are allowed to sell, transfer or assign
not more than one-third (1/3) per annum of the said total shares
its shareholdings under the moratorium.

In the event that the seller of the said assets is a private
company the ultimate beneficial owner is required to furnish a
declaration to the SC to comply with the moratorium condition as
stipulated in the SC's Guidelines. AmMerchant Bank is required
to inform the SC on the details of the parties holding the
moratorium shares prior to the issuance of the information
circular to the shareholders. SHCB/Newco may apply the
moratorium condition by the SC in the event a revised guidelines
on the said moratorium is announced, in line with the
disclosure-based regulation.

   (ii) on share disposal is imposed on SHCB is required to
appoint an independent audit firm (which is experienced in
investigative audit and must not be the current nor the previous
auditors of SHCB) within two months from the date of the letter
of approval from the SC to conduct an investigative audit on
SHCB's previous business losses. SHCB is also required to take
necessary/relevant steps to recover the said losses. Based on
the findings of the investigative audit, SHCB is to report to
the relevant authorities if there are any breach of any laws,
rules, guidelines and/or memorandum and articles of the Company
involving members the Board of Directors of the Company and/or
any other party that has caused the said losses of SHCB. The
investigative audit is to be completed within six (6) months
from the date of appointment of the independent audit firm. Two
copies of the said investigative audit report must be made
available to the SC after the completion of the investigative
audit.

In relation to the waiver from Paragraph 2 (b) of the SC's
Guidelines on Employee Share Option Schemes issued on 10 May
2001 in respect of the price payable for the shares under ESOS
whereby SHCB/Newco proposed that the subscription price for the
first allocation of options to the eligible employees and
directors be at a discount of not more than 10% from the
indicative public issue price of RM1.20 per SSB Share, the
aforementioned waiver has not been approved.

The SC has no objections to the waiver for the proposed Bye-Laws
of the Proposed ESOS in the event that the number of options
granted pursuant to the Proposed ESOS is in excess of the
maximum ten percent (10%) allowable under the SC's Guidelines on
Issue/Offer of Securities for ESOS as a result of a share buy-
back. The aforementioned waiver is subject to the condition that
the bye-laws of the Newco incorporates the clause stipulating
that the allocation of additional options will not be made at
any point in time after the Newco has implemented its share buy-
back unless the options that have been granted pursuant to the
Proposed ESOS are not in excess of ten percent (10%) of the
issued and paid-up share capital of Newco.

AmMerchant Bank also wishes to announce that the Foreign
Investment Committee (FIC) and Ministry of International Trade
and Industry (MITI) have also, vide their letters dated 26 and
27 December 2002 respectively approved the above proposals.

The approval by MITI is subject to obtaining the approvals from
the SC and FIC. The approval by FIC is subject to SSB meeting
with at least 30% of the Bumiputera equity upon listing.


SPORTMA CORPORATION: Provides Defaulted Payment Update
------------------------------------------------------
As required by the KLSE Practice Note 1/2001, Sportma
Corporation Berhad (Special Administrators Appointed) provides
an estimate of its default in payment as at 30 November 2002, as
attached in http://www.bankrupt.com/misc/TCRAP_Sportma0106.xls.

The total default by Sportma on the principal sum plus interest
as at 30 November 2002 amounted to RM226,364,186.95. The default
payment is in respect of revolving credit facilities, trade
financing and overdraft utilized by Sportma.

There is no further default of payment by the Company, save as
discussed above, since the previous announcement with regard to
this Practice Note.


SRIWANI HOLDINGS: SC Rejects Minimum Guaranteed NTA Appeal
----------------------------------------------------------
Reference is made to the announcements dated 28 June 2002, 5
July 2002, 9 August 2002 and 5 November 2002 on the Proposed
Capital Reduction and Consolidation; Proposed Restricted Issue;
Proposed Rights Issue; Proposed Debt Restructuring Scheme;
Proposed Assets Injection; and Proposed Additional Issue.
Sriwani Holdings Berhad informed that it has on 21 November
2002, at the initiation of the vendors of Winner Prompt Sdn Bhd
(WPSB) and Selasih Ekslusif Sdn Bhd (SESB), made an appeal to
the Securities Commission (SC) to allow the minimum guaranteed
net tangible assets NTA for the proposed acquisition of WPSB and
SESB to remain at RM8.0 million and RM12.0 million respectively
as proposed earlier.

On behalf of SHB, Commerce International Merchant Bankers Berhad
hereby announces that the SC has vide its letter dated 24
December 2002 rejected the above appeal made by SHB. However,
the SC has in its aforesaid letter stated that SHB may adhere to
the SC's conditions for approval as announced earlier on 5
November 2002 in respect of the proposed acquisition of WPSB and
SESB or reduce the purchase consideration for the proposed
acquisition of WPSB and SESB to RM8.0 million and RM12.0 million
respectively, being the minimum NTA as guaranteed by the vendors
of WPSB and SESB.


TAI WAH: Submits Proposed Restructuring Exercise to SC
------------------------------------------------------
Further to its earlier announcement dated 23 December 2002,
Alliance Merchant Bank Berhad wishes to announce on behalf of
the Board of Directors of Tai Wah Garments Manufacturing Berhad
that the applications to the Securities Commission and other
relevant authorities in respect of the Proposed Restructuring
Exercise have been submitted on 31 December 2002.


TRANS CAPITAL: SC OKs Proposed Corp, Debt Restructuring Scheme
--------------------------------------------------------------
Further to the announcement made on 18 December 2002, AmMerchant
Bank Berhad (AmMerchant Bank), on behalf of Trans Capital
Holdings Berhad, wishes to announce that the Securities
Commission (SC) has vide its letter dated 24 December 2002
(which was received on 26 December 2002) approved the Proposed
Corporate and Debt Restructuring Scheme, as proposed, subject
to, amongst others, the following conditions:

   (i) The appointment by TCHB and/or AWC of an independent
audit firm (who is experienced in investigative audit and is not
the past or current auditor of the TCHB Group) within two (2)
months from the date of the SC's approval letter to conduct an
investigative audit on the Company's previous business losses.
TCHB and/or AWC are also required to take the
necessary/appropriate measures to recover the previous losses.
Based on the findings of the investigative audit, TCHB and/or
AWC are required to make a report to the relevant authorities in
the event of any breach of the laws, regulations, rules,
guidelines and/or the Company's memorandum and articles of
association by any member of the Company's Board of Directors
and/or any other party that has caused the losses to the
Company. The investigative audit is to be completed within six
(6) months from the date of appointment of the independent audit
firm and appropriate announcement is required to be made to the
Kuala Lumpur Stock Exchange (KLSE) in respect of the findings of
the investigative audit. Two (2) copies of the said
investigative audit report must be made available to the SC
after the completion of the investigative audit;

   (ii) Full provisions are to be made for the AWC Group's
debts, whereby:

     a) there is dispute/conflict on the said amounts;
     b) legal action has commenced/been taken; and
     c) the credit period has exceeded six (6) months;

In relation to the above, the directors of AWC are required to
provide to the SC with written a confirmation that the trade
debts which have exceeded the credit period are recoverable and
provisions for doubtful and bad debts have been made to the
financial accounts and the financial forecast/projections prior
to the issuance of the Circular to the shareholders of TCHB
(Circular) and the Prospectus of AWC (Prospectus);

   (iii) Any bad debts arising after the implementation of the
Proposed Corporate and Debt Restructuring Scheme which was not
provided for or not disclosed in the Circular and Prospectus,
will be required to be reimbursed by the vendors of the
companies being acquired by AWC;

   (iv) All debts between the AWC Group and its related
companies which arise out of the ordinary course of the AWC
Group's business, are required to be settled before the issuance
of the Circular and Prospectus;

   (v) Any future business transactions between the AWC Group
and the related companies of the Directors of AWC are to be
conducted at arm's length, on terms which will not be
unfavorable to the AWC Group. In this respect, the Audit
Committee of AWC are required to monitor the terms of these
transactions and the Directors of AWC are required to report
such transactions, if any, in the annual report of the AWC Group
each year;

   (vi) To fully disclose the following in the Circular and
Prospectus;

     a) AWC's plans to fulfill the requirement of the minimum
25% public shareholdings spread and the time frame to fulfill
the requirement;

     b) Details on the factors which had caused TCHB's past
years' losses;

     c) Details on all existing concessions and contracts held
by the AWC Group and comments on the ability of the AWC Group to
secure future contracts as well as the risks associated with it
and the steps which have been undertaken and/or will be
undertaken by the AWC Group to mitigate these risks;

     d) A risk management plan pursuant to the Proposed
Corporate and Debt Restructuring Scheme;

     e) The Directors and/or Key Management of the AWC Group's
involvement in other companies. In relation to this, the
Directors of the AWC Group are required to comment on the
implication of the involvement in other companies and their
ability to manage the business of the AWC Group as well as the
factors and/or mitigating steps which have been undertaken
and/or will be undertaken to address any negative implications
arising from these involvements. The Directors and the Key
Management of AWC are also required to provide a written
confirmation of the same to the SC prior to the issuance of the
Circular and Prospectus;

     f) A management succession plan to ensure the continuity of
the management of the AWC Group pursuant to the Proposed
Corporate and Debt Restructuring Scheme;

     g) The AWC Group's total trade debts, ageing analysis of
the said trade debts and also the outstanding debts which have
exceeded the credit period as well as the comments/statements
from the directors of AWC Group on the recoverability of the
outstanding trade debts which have exceeded their credit period;

     h) Details of conflict of interest situations within the
AWC Group and the steps undertaken and/or will be undertaken to
mitigate this situation; and

     i) Details on the methods of valuation of the Acquiree
Companies. In relation to this, TCHB and AmMerchant Bank will be
required to comment on the reasonableness and basis of these
valuations;

   (vii) A moratorium is imposed on 87,218,000 ordinary shares
of RM0.50 each in AWC, representing 50% of the consideration
shares to be issued to the vendors of AWC Group in relation to
the Proposed Acquisitions in accordance to the SC's Policies and
Guidelines on Issue/Offer of Securities. The vendors of the AWC
Group are not allowed to sell, transfer or assign for a period
of one (1) year from the date of listing of AWC on the KLSE, and
thereafter, are only allowed to sell, transfer or assign up to a
maximum of one-third (1/3) per annum ( on a straight line basis)
of their respective shareholdings every subsequent year.

The abovementioned moratorium condition is also imposed on the
ultimate shareholders of certain of the vendors whereby all the
said ultimate shareholders are required to provide undertakings
that they will not sell, transfer or assign their shareholdings
in the respective companies for the duration of the
abovementioned moratorium condition. However, the vendors of the
AWC Group are allowed to avail themselves to the SC's new
Guidelines (to be announced) in line with the implementation of
the final phase of the disclosure based regulation;

   (viii) Subsequent changes to the shareholding structure of
Ambang Wira Sdn Bhd will only be allowed upon obtaining a
written approval from the Economic Planning Unit;

   (ix) Compliance with all the relevant requirements under the
SC's Policies and Guidelines on Issue / Offer of Securities; and

   (x) Compliance with the conditions imposed by other
authorities, if any.

Based on the disclosure made by AmMerchant Bank and TCHB to the
SC, the SC has noted that the proceeds from the Proposed
Restricted Issue, Proposed Placement and the Proposed Public
Issue shall be used for the core business of AWC as set out in
Table 1 at http://www.bankrupt.com/misc/TCRAP_Transcap0106.doc.
The utilization of the proceeds from the Proposed Restricted
Issue, Proposed Placement and the Proposed Public Issue is,
inter-alia, subject to the following conditions:

     a) Approval from the SC should be sought for any changes to
the utilization of proceeds other than for the core business of
AWC;

     b) Approval of the shareholders of AWC must be obtained for
any subsequent changes to the utilization of the said proceeds,
that deviate by 25% or more from the original proposed
utilization of proceeds. Should the deviation be less than 25%,
appropriate disclosure must be made to the shareholders of AWC.

     c) Any extension of time from the date fixed by AWC for the
utilization of proceeds from the Proposed Restricted Issue,
Proposed Placement and the Proposed Public Issue is required to
be approved by a resolution of the Board of Directors of AWC and
disclosed fully to the KLSE; and

     d) Appropriate disclosures on the status of utilization of
proceeds are required to be made in AWC quarterly reports and
annual reports until all the proceeds have been fully utilized.
In the said approval letter, the SC had also approved the
application by K-Capital Sdn Bhd, AKN Capital Sdn Bhd and the
parties acting in concert with them for a waiver from the
obligation to undertake a mandatory general offer under Practice
Note 2.9.3 of the Malaysian Code On Take-Overs and Mergers 1998
to acquire the remaining shares in AWC not owned by them.
The Circular to shareholders to seek the approval of the
shareholders of TCHB for the Proposed Corporate and Debt
Restructuring Scheme will be dispatched in due course



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


GLASGOW CREDIT: Creditors Support Settlement Offer
--------------------------------------------------
Creditors of Glasgow Credit and Collection Services Inc. has
expressed support for an offer of settlement submitted by the
firm to the Securities and Exchange Commission (SEC) proposing a
permanent winding up of its operations after substantially
paying off its loan obligations, the Philippine Star said on
Friday, citing Glasgow President Manuel Roldan Jr.

A cease-and-desist order (CDO) was issued in July last year
after unverified allegations that the firm might have been
involved in the sale of securities which was not allowed under
the terms of its incorporation.

"We are happy that the SEC has helped us recover a major portion
of our claims," the creditors said in a statement. This is very
important considering that investors in boiler-room firms have
yet to recover a single centavo from their so-called
investments, they added.


MANILA ELECTRIC: Assures Maturing Debt Settlement This Year
-----------------------------------------------------------
The Manila Electric Co. has assured the Philippine National Bank
(PNB) that it can settle debts worth 1.8 billion pesos maturing
this year, AFX Asia and BusinessWorld reported on Thursday.
The bank earlier refused a proposed conversion of the Meralco
loans into equity. Meralco owes PNB about 2 billion pesos.

The report said debt repayments going forward, or from 2004,
will largely depend on whether Meralco can secure a reversal of
the Supreme Court ruling asking it to refund over billings to
customers.


MANILA ELECTRIC: ERC Allows to Collect SPPA Costs Worth P5.758B
---------------------------------------------------------------
The Energy Regulatory Commission (ERC) has allowed Manila
Electric Company (Meralco) to collect from consumers 5.758
billion pesos in purchased power adjustment costs it incurred
from January 2000 to September 2002, BPI Securities reports.

The collection will have to be amortized under the unbundled
rate petitions, which the ERC has yet to approve. Meralco had
asked for permission to collect 9.2 billion pesos in PPA costs
it incurred up to September 2002 but ERC's computation indicated
the PPA should total only 7.304 billion pesos.

ERC added that its computation of Meralco's uncollected PPA cost
could still be revised since this amount includes 1.545 billion
pesos in transmission line fees, an item still being evaluated
for adjustment under the unbundled rate structure.

The claims were also reduced after the ERC said that the power
firm should not pass on to consumer's additional costs it incurs
due to pilferage.


MANILA ELECTRIC: Power Purchases to Recover Deferred Charges
------------------------------------------------------------
Quezon Power's power purchaser Manila Electric is allowed to
recover as much as 7.3 billion pesos ($136 million) in deferred
charges from customers, which will alleviate the Supreme Court
ruling that Meralco might need to refund between 8 billion pesos
($149 million) and 28 billion pesos ($528 million), DebtTraders
reports.

Separately, Meralco plans to appoint Citibank and Bank of the
Philippine Islands to act as its advisers in restructuring its
debts. Meralco's outstanding amount of debt currently is 31
billion pesos ($579 million), of which 9 billion ($168 million)
are due this year. The government guaranteed 32 percent of
Meralco's long-term debt of 22 billion ($411 million).

DebtTraders reports that Quezon Power's 8.860 percent bond due
in 2017 (QUEZ17PHR1) trades between 64 and 70. For real-time
bond pricing, go
http://www.debttraders.com/price.cfm?dt_sec_ticker=QUEZ17PHR1


PHILIPPINE LONG: Denies Blocking PTT Calls Reports
--------------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) denied reports
that it has been blocking Philippine Telegraph and Telephone
(PTT) traffic, according to BPI Securities.

PLDT said that there is no truth to the report that it owes PTT
toll settlement claims. PLDT made the disclosure due to reports
that PTT accused the former of blocking the latter's long-
distance calls.

PTT also reportedly said that PLDT is deliberately controlling
the interconnection between them because the latter does not
want to recognize P114 million worth of toll settlement claims
it allegedly owes the former for 2001.


PHILIPPINE LONG: Strike Remains Unresolved
------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) said its
operational efficiency has been boosted to 95 percent from 90
percent even as the strike by its union remained unresolved,
reports BPI Securities.

PLDT management and the Communication Workers of the Philippines
were unable to reach agreement on the labor dispute at a meeting
with labor department arbiters on Friday.

The union is protesting layoffs of 503 workers. The union wants
PLDT to transfer the laid-off workers to other departments but
the latter said it could only offer jobs to 166 workers while
giving enhanced separation packages to the rest.

PLDT is hopeful that the strike will be resolved soon in line
with what is best for the Company as a whole, which in the end
is the objective of management.


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


ASCOTT GROUP: Australian Units Undergo Liquidation
--------------------------------------------------
The Board of Directors of The Ascott Group Limited announced
that its indirect subsidiaries incorporated in Australia,
Greencliff Birchgrove Pty Limited GBPL and Greencliff (Surry
Hills) Pty Ltd GSHPL, have been placed under members' voluntary
liquidation.

GBPL is the developer of the Hopetoun Quays residential project
in Sydney and GSHPL is the developer of The Icon residential
project in Sydney. Both projects have been fully sold.

Mr. Murray Campbell Smith of KPMG, Sydney has been appointed as
the liquidator of GBPL and GSHPL.

The liquidation of GBPL and GSHPL is not expected to have any
material impact on the net tangible assets or earnings per share
of the Ascott Group for the financial years ended 31 December
2002 and ending 31 December 2003.

Ascott, through its wholly owned subsidiary, The Ascott Holdings
Limited, has 82.63 percent interest in GBPL and 75.25 percent
interest in GSHPL.


GUL TECHNOLOGIES: Unveils Restructuring, Operational Outlook
------------------------------------------------------------
Gul Technologies Singapore Ltd.'s (GulTech) announced recent
developments related to the management, financial restructuring
and operations of the Group.

Management Changes:

The Board of Directors has appointed Dr. Tan Enk Ee, the Group's
Chief Operating Officer, as Chief Executive Officer and
President CEO effective January 1,2003. Dr. Tan replaces  Jerry
Rodrigues who retires on 31 December 2002. Dr. Tan has been a
member of Gul Tech's Board since July 2000 and has also been the
Executive Director of Technology of Tuan Sing Holdings Limited
(TSH), the major shareholder of GulTech. Dr. Tan is also a non-
Executive Director of the Grand Hotel Group, TS Matrix Bhd and
PT. Omedata Electronics.

Prior to joining GulTech, Dr. Tan was the Acting Managing
Director and CEO of TS Matrix Bhd., an electronics manufacturing
services company that has more than 300 employees and plants
located in Penang and Kuala Lumpur, Malaysia. Dr. Tan is a Sloan
Fellow of the MIT Sloan School of Management, where he received
an MBA degree. He also received Bachelor of Medicine and
Bachelor of Surgery degrees (MBBS) from the University of
Sydney.

The GulTech Group has also made a number of organizational
changes through hiring and promotions to improve its
international competitiveness and strengthen its operations in
China, Singapore and the United States. The Group's senior
management now includes:

Manufacturing:

Harold Lin, Senior VP of Manufacturing and G.M. of China
Operations, who will join the Group in February 2003.  Lin has
30 years of experience in the PCB industry and most recently was
the President of Gold Circuit, Taiwan's fourth largest PCB
manufacturer.  Lin received a degree in Industrial Engineering
from the Taipei Institute of Technology.

T.Y. Chung, VP of Manufacturing, who has been with GulTech for
14 years and oversees the operations of the Singapore plant.
Prior to joining GulTech, he worked as a Senior Engineer with
Esso Singapore and Data General.  Chung received a Bachelor of
Science degree in Chemical Engineering from the National
University of Singapore.

Scott Westheimer, VP of GulTech North Carolina, who oversees the
Group's operations in North Carolina and has 29 years of
experience in the PCB industry, working in PCB plants in the
USA, Hong Kong, Philippines and Singapore.

Jeremy Chee, VP of Quality Assurance, who has been with GulTech
for 14 years and oversees the quality assurance functions for
the Group.  Chee graduated with an Industrial Trade Certificate
in Electrical Engineering from the Institute of Technical
Education.

Technology and Materials:

W.C. Chong, Chief Technology Officer, who is responsible for the
new technology roadmap and product development for the Group. He
has 30 years of electronics manufacturing experience and has
been with GulTech for 15 years, overseeing the Group's China
operations since 1997.  Chong has a Diploma in Mechanical
Engineering.

Dr. Thomas Hurng, Senior VP of Technology, who joined GulTech in
early December 2002 and oversees the implementation of
manufacturing process improvements, quality engineering and
customer technical support. He has 20 years of experience in the
areas of PCB materials, manufacturing, quality assurance and
customer service and was the VP of Sales of Vertex, a leading
Taiwanese PCB Manufacturer. Dr. Hurng received a Master of
Science degree and a Ph.D from Cranfield University, United
Kingdom.

Mark Liu, VP of Materials, who has been with GulTech for 12
years and oversees the materials purchasing function of the
Group. He has 22 years experience in purchasing for the
semiconductor and PCB industries.  Liu received an MBA degree
from Brunei University and has a Diploma in Mechanical
Engineering.

Marketing:

H.C. Chien, VP of Sales and Marketing, who has been with GulTech
for 14 years and has been working in the sales and marketing
function since 1990.  Chien has a Bachelor of Science degree in
Mechanical Engineering.

Finance:

Bambang Handoyo, Chief Financial Officer, who was the Company's
Executive Director for Strategic Planning and Budgeting and has
been a member of the Board of Directors since April 2002. Before
joining GulTech,  Handoyo was the CEO and President of P.T.
Omedata Electronics, a semiconductor packaging company located
in Bandung, Indonesia. Prior to that he worked for eight years
as a commercial banker.  Handoyo received an MA in Economics
from Northwestern University in the U.S. and a BA in Economics
from the University of Indonesia.

Pearl Foong, VP of Finance and Accounting, who joined the Group
in November 2002 and has 13 years of working experience with
PriceWaterhouseCoopers and as the financial controller of Tuan
Sing Holdings Ltd and SPP Limited in Singapore. A Certified
Public Accountant, Ms Foong graduated with a Bachelor of
Accountancy degree from the National University of Singapore.

Financial Restructuring

GulTech has been discussing with its 30% joint venture partner
in Gul Tech International Pte Ltd GTI"), a plan to strengthen
the financial structure of the Group's Suzhou, China
manufacturing facility with a $20 million cash injection. Once
agreement has been reached, detailed information will be
announced.

GulTech's banks are supportive of the S$20 million financial
restructuring plan to strengthen GulTech's balance sheet. As
announced in September 2002, GulTech has been in technical
breach of certain bank loan covenants and has worked closely
with the banks to rectify the covenant breaches. KBC, Standard
Chartered, Bangkok Bank and Denske Bank, GulTech's syndicated
banks, have reverted favorably to the Group's financial
restructuring.

As a result, GulTech is pleased to announce that it has received
consent from the majority of its syndicated banks to grant a
waiver for the technical loan covenant breach. Save for a few
terms, which the Group is negotiating with the banks, the
parties have broadly agreed the main amendments. At the same
time, GulTech's management is continuing to hold discussions
with one other bank to secure a waiver.

GulTech will be announcing the details of its loan covenant
negotiations once the terms are finalized with the banks

Revised Operational Prospects

In FY 2001, GulTech suffered its first loss since its listing in
1997, and for the second consecutive year the Group will report
a loss in 2002. Gul Tech's financial performance has been
severely affected by the sharp decline in the world electronics
industry, particularly from the telecommunications and network
industries, which in turn have affected the Group's printed
circuit boards (PCBc) sales, margins and the plant utilization.

In response to the consolidation of the electronics industry,
GulTech is strategically repositioning itself to retain its
competitive edge in the global market. The Group is currently
focusing on China, which is fast becoming a major manufacturing
hub for the global electronics industry, and GulTech is
expanding production capacity in its Suzhou plant. In addition
to expanding in China, GulTech is continuing to focus on
developing its core competencies, expanding its product range,
broadening its customer base and reducing operating costs.

In the Group's FY2001 Proforma Full Year Financial Statement
Announcement on 28 March 2002, the following statement regarding
the prospects of the Group for the financial year ending 31
December 2002 was made:

"Looking forward, the Directors expect the outlook for the Group
in the second half of FY2002 to be better than the first half.
Assuming that the continued improvement in global electronics
demand is sustained, the Directors believe the Group's
performance in FY2002 to be better than the previous year."

Even though GulTech has managed to grow its automotive and disk
drive business over the past year, price deterioration and
depressed market conditions in the higher layer-count
telecommunication and network systems sectors has resulted in a
shift of product mix to lower layer-count boards. Despite an
improvement in the Group's operating performance, GulTech's
FY2002 results will be hurt by a significant amount of one-time,
non-operational charges and provisions primarily related to
inventory write-offs and accounts receivable provisions.

Taking into consideration the above developments, the Directors
wish to revise the Statement of Prospects as follows:

"The Directors expect the recovery of the electronics industry
will occur gradually as consumers remain cautious. GulTech's
operational performance in FY2002 has improved compared to its
FY2001 performance. However, management has identified several
one-time charges, which will likely be written off the current
year's profit and loss account. As a result, the Directors
believe the Group's performance in FY2002 will not be better
than FY2001's loss after tax of $ 29,040,361."

Gul Technologies, a member of the Tuan Sing Group, is one of
Southeast Asia's largest manufacturers of printed circuit boards
(PCBs) and advanced interconnect products. Listed on the
Singapore Stock Exchange, the Group has manufacturing facilities
in Suzhou, China, Singapore and North Carolina, USA.

According to Wright Investor's Service, at the end of 2001, Gul
Technologies Singapore Limited had negative working capital, as
current liabilities were 94.84 million Singapore Dollars while
total current assets were only 94.04 million Singapore Dollars.


ISOFTEL LTD: Relocates Corporate Office
---------------------------------------
iSoftel Ltd informed that with effect from 2 January 2003, the
Company's corporate office has been relocated to:

Blk 25, Kallang Avenue #03-06
Kallang Basin Industrial Estate
Singapore 339416

The registered office of the Company has not been changed and
will remain at:

9 Raffles Place
#12-01 Republic Plaza
Singapore 048619

The Board of Directors announced in September 2001 that the
first half-year results of the Company and Group are expected to
be worse than anticipated. The businesses of the Company and
Group, faced with significant slowdown in the telecommunications
industry, more particularly, in the US and Asian markets, have
declined substantially in the last two quarters.  The Group also
is facing the growing trend of delayed investments from
customers who, in anticipation of the continued worsening
economic situation, have opted for prudence and prefer to defer
any new expansionary investment plans.


NATSTEEL LIMITED: Gives One-Week Offer Extension
------------------------------------------------
NatSteel Limited has extended its offer deadline by one week to
3:30 p.m. on January 10, 2003, Kelive says.  NatSteel has been
extremely concerned that the earlier closing date of January 3,
2003 for the 98 Holdings Offer may not give shareholders
sufficient time to evaluate all relevant information which may
be material to their decision on the 98 Holdings Offer.

Kelive will continue to advise shareholders to accept the offer.
For more information on Kelive market analysis, go to
http://www.kelive.com/kelive/userview/Home.jsp


NATSTEEL LTD: Unit Disposes Shares for S$625,000
------------------------------------------------
The Board of Directors of NatSteel Limited announced that its
subsidiary, NatSteel Trade International Pte Ltd NST, has
disposed its entire 50 percent shareholding comprising 831,000
ordinary shares in Industeel Investments Holdings Pte Ltd
Industeel, a Company incorporated in the Republic of Singapore,
for a cash consideration of S$625,000. This disposal was
transacted on a willing buyer and willing seller basis.

As a result of this transaction, Industeel will cease to be an
associated Company of NSL. The above transaction is not expected
to have any material impact on the earnings per share and net
tangible assets per share of NatSteel Group. None of the
directors or substantial shareholders of NSL has any interest,
direct or indirect in this transaction.


PRESSCRETE HOLDINGS: ATS Inks Agreement With Corcovado
------------------------------------------------------
The Directors of Presscrete Holdings Ltd disclosed that
Adventure Training Systems (Asia-Pacific) Pte Ltd ATS, which is
85 percent owned by the Company, has entered into an agreement
with Corcovado Ltd Corcovado for the disposal of its 51 percent
interest in I Will Not Complain Pte. Ltd. IWNC (the Divestment),
a Company incorporated in Singapore, for a total consideration
of S$10,200. Corcovado holds the balance 49 percent in IWNC. The
Divestment will not result in ATS incurring a material gain or
loss.

IWNC is an indirect subsidiary of the Company. With the
Divestment, IWNC will cease to be a subsidiary of the Company.

The Divestment is not expected to have a material impact on the
net tangible assets or earnings per share of the Company and its
subsidiaries for the current financial year.

None of the Directors and substantial shareholders of the
Company has any interest, direct or indirect, in the Divestment.

The Troubled Company Reporter-Asia Pacific reported that
Presscrete Holdings Limited posted a net loss of S$1.302 million
in the six months to May from 3.254 million a year earlier due
to lower interest charges arising from the deconsolidation of
unit Ceramic Technologies Pte Ltd's debts.

Ceramic Technologies was placed under judicial management in
January 2002.


ROTOL SINGAPORE: Unit Enters Voluntary Liquidation
--------------------------------------------------
The Board of Directors of Rotol Singapore Ltd announced that at
the request of the Directors, the Company's 80 percent
subsidiary, Rotol Metals Pte Ltd and its wholly owned
subsidiary, Rotol Resources Pte Ltd, both of which have been
dormant, are to be placed under members' voluntary winding-up on
31 December 2002.


SEATOWN CORPORATION: Financial Result Deferred
----------------------------------------------
The Directors of Seatown Corporation Ltd announced that pursuant
to an application made to the Singapore Exchange Securities
Trading Limited (SGX-ST), the SGX-ST has granted an extension of
time of up to 31 January 2003 for the Company to comply with
Rule 705 of the Listing Manual in relation to the release of its
financial results for the year ended 30 September 2002.

The delay was caused by the difficult financial situation of the
group's companies which has resulted in the shortage of
manpower, especially those from the accounting departments,
which has caused delays in closing the monthly management
accounts.


VAN DER: Enters Sale Agreement to Purchase Petroleum Company
------------------------------------------------------------
Van Der Horst Limited (VDH), which is under judicial management,
entered into a sale and purchase agreement (S&P agreement) to
purchase Goldwater Company, which is engaged in exploration and
production of petroleum in Myanmar, for S$30 million, according
to GK Goh.

This would be financed through the issue of 600 million new
shares of par S$0.05 at issue price S$0.05 per share. The
acquisition will transform VDH into a Company that owns the
rights to operate two of the largest oil fields in Myanmar and
will enable the lifting of the suspension of trading of shares
and relisting and trading of the stock on SESDAQ.


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


NAKORNTHAI STRIP: Posts Business Reorganization Plan Summary
------------------------------------------------------------
Maharaj Planner Co., Ltd., the Planner of Nakornthai Strip Mill
Public Company Limited (NSM), prepared the business
reorganization plan of NSM to be proposed to NSM's creditors.
NSM's creditors passed a resolution to accept the Plan on
November 26, 2002, and the Central Bankruptcy Court issued the
order approving the Plan on December 11, 2002 with Maharaj
Planner Co., Ltd. being the Plan Administrator.

Maharaj Planner Co., Ltd., in its capacity as the Plan
Administrator, summarized the Plan to disseminate to the
investors, as follows:

1.  Purpose of Reorganization

The purpose of the Plan is for NSM to obtain the sufficient
funds to resume its operation including to complete its
unfinished necessary construction and for being necessary
working capital for operation of NSM's business.  The funds may
be sought through one or more of the following schemes:

   1.1 Public offering (Public Offering);
   1.2 Procurement of a strategic partner (Strategic Partner);
and/or
   1.3 New financing (New Financing).

The Plan Administrator will propose the amount of the sufficient
funds to be confirmed by experts and specified in the prospectus
of the Public Offering.

2.  Provisions Regarding Procurement of Funds

The provisions on procurement of funds to rehabilitate NSM may
be summarized as follows:

   2.1  Public Offering

In the Public Offering, the Plan Administrator will
appoint an underwriter (Underwriter) to underwrite the sale of
shares to the public.  The Plan Administrator may consider
issuing new warrants to the subscribers of the Public Offering.
The Plan Administrator will cause NSM to issue such new warrants
at the same time as the issuance of the subscribed ordinary
shares in the Public Offering.  The numbers of shares and
The Underwriter under the conditions and price shall confirm
such new warrants as follows:

     (a) The aggregate number of shares for the Public Offering
shall not exceed 2,395,470,000 shares, and the aggregate number
of shares for the Public Offering and for those reserved for
exercise of such new warrants shall not exceed 3,473,430,000
shares.

In the event that Steel Dynamic Inc. agrees to reduce its NSM
shares as may be negotiated by the Plan Administrator as
provided in the Plan, the aggregate
number of shares shall be reduced proportionately.

     (b) The Plan Administrator and the Underwriter shall
jointly consider fixing the offering price and the number of the
new warrants to be issued to the subscribers of the Public
Offering (if any).

However, in the Public Offering, the Plan Administrator may
stipulate a condition prohibiting NSM from using those assets
acquired by NSM with the proceeds of the Public Offering as
collateral in favor of its creditors, except for the provision
of collateral for debts of NSM under the New Financing.

   2.2  Procurement of Strategic Partner

In procuring a strategic partner, the Plan Administrator shall
notify the Creditors' Committee of the person to be the
Strategic Partner.  The Plan Administrator shall cause the
Strategic Partner to deliver the confirmed written proposal to
the Creditors' Committee for approval before execution.  Such
proposal shall be submitted to the Creditors' Committee within
180 days from the date on which the court approved the Plan
(i.e. 180 days from December 11, 2002).  Such proposal shall be
executed within nine months from the date on which the court
approved the Plan (i.e. nine months from December 11, 2002)
unless extended by the super majority vote of the Creditors'
Committee.

   2.3  New Financing

In procuring New Financing, the Plan Administrator shall deliver
the draft terms and conditions of the New Financing commitments
to the Creditors' Committee without delay, as soon as
practicable but no later than nine months from the date on which
the court approved the Plan (i.e. nine months from December 11,
2002) unless extended by the super majority vote of the
Creditors' Committee.

The Plan Administrator may use the assets of NSM, which have not
been pledged, mortgaged or assigned to the creditors, as
collateral for New Financing, and the lenders of New Financing
will be entitled to receive repayment from the cash flow of
NSM prior to other creditors under the Plan.

3.  Classification of Creditors

The Plan classified the creditors into 13 classes as follows:

   (a)  Class 1 Creditors (Senior Secured Creditors  Bay Harbour
Management LLC )

   (b)  Class 2 Creditors ((Senior Secured Creditors  Thai Banks
and other holders of Tranche A and Tranche B) and M.H.E.
Dematic (T) Limited)

   (c)  Class 3 Creditors (Holders of Tranche C Notes)

   (d)  Class 4 Creditors (Employee Claims)

   (e)  Class 5 Creditors (Equipment Claims)

   (f)  Class 6 Creditors (Guarantees Issued by Creditors to
Government Authorities and Utilities Provider)

   (g)  Class 7 Creditors (Tax and Customs Obligations)
This class of Creditors shall consist of those Creditors whose
Claims are related to taxes and customs duties.

   (h)  Class 8 Creditors (Trust Receipt Claims)

   (i)  Class 9 Creditors (Claims on Guarantees Issued by
Creditors to Guarantee Trust Receipts and Other Guarantees)

   (j)  Class 10 Creditors (Professional Advisors' Claims)

   (k)  Class 11 Creditors (Operating Fund Creditors Provided in
the Form of Overdraft)

   (l)  Class 12 Creditors (Contingent Claims of Underwriters)

   (m)  Class 13 Creditors (Other Creditors)

4.  Payment to Creditors of Each Class

   4.1  Class 1 and 2 Creditors

The claims of Class 1 and 2 Creditors are divided into three
portions as follows:

     (a) The claims in the amount of US$ 200 million will be
paid within the period of 10 years from the Effective Date of
the Plan pursuant to the Master Restructuring Agreement.  The
US$ 200 million can be converted into equity at the highest
rate not exceeding Baht 2.92 per share as per detail in the
Master Restructuring Agreement.

In addition, the claims with respect to the past-accrued
interest are included in the Master Restructuring Agreement.
The past-accrued interest may be converted into equity at par
value of NSM shares as per detail in the Master Restructuring
Agreement.  If there is no event of default under the Master
Restructuring Agreement, the past accrued interest which
has not yet converted will be discharged at the end of the tenth
anniversary of the Effective Date.  In the case of an event of
default, it shall be deemed that the past-accrued interest shall
be due.

     (b) The claims which will be converted into equity
consisting of the Thai Banks in the amount of 3,176,388,199
shares and the Bondholders in the amount of 3,291,370,578
shares.

In the case of the Public Offering, such debt-to-equity
conversion will be made after the subscribers in the Public
Offering have made payment of the subscription price into the
subscription account of NSM but prior to the issuance of the
shares to the subscribers in the Public Offering.

      (c)  The remaining claims as well as interest will be
forgiven by Class 1 and 2 Creditors.

   4.2  Class 3 Creditors

The claims with respect to the principal will be converted into
equity.  The remaining claims will be forgiven in whole.

   4.3  Class 4 Creditors

Class 4 Creditors will be repaid at the rate of 23% of the
principal.  The first Baht 100,000 will be repaid within ten
days from the Effective Date or the date a final order is issued
by the official receiver or the court whichever is later.  The
remaining claims will be forgiven in whole.

   4.4  Class 5 Creditors

The Plan Administrator will enter into an agreement on payment
to Class 5 Creditors provided that the interest, storage fees,
ancillary fees and surcharges incurred shall be forgiven from
the creditors in this class.

If the Plan Administrator cannot reach such agreement with any
Class 5 Creditors, such Class 5 Creditors will receive the
payment at the rate of 50% of the principal provided that the
interest, storage fees, ancillary fees and surcharges incurred
shall be forgiven from the creditors in this class.

   4.5  Class 6 Creditors

When Class 6 Creditors present evidence documents on payment
pursuant to the letters of guarantee, the Plan Administrator
will cause NSM to make a payment in the amount paid by such
creditor.

   4.6  Class 7 Creditors

If NSM is held liable to pay tax, the taxes which are preferred
shall be paid in full within ten days as from the Effective Date
or the date a final order is issued by the relevant tax
authorities or the official receiver and/or the competent court
whichever is later.

The taxes which are not preferred shall be paid in full
according to the procedures of such authority within five years
as from the Effective Date or the date a final order is issued
by the relevant tax authorities or the official receiver and/or
the competent court, whichever is later.

   4.7  Class 8 Creditors

Class 8 Creditors will be repaid by exercise of right of set
off against NSM's deposited funds which will be transferred from
Krung Thai Bank Public Company Limited in the amount Baht 30
million.  The remaining claims will be forgiven in whole.

   4.8  Class 9 Creditors

As the claims of Class 9 Creditors duplicate with those of Class
8  Creditors, Class 9 Creditors will not receive repayment.  If
the receiver or court issues an  order permitting Class 9
Creditors to receive repayment, Class 9 Creditors will receive
repayment at the rate of 2% of the principal.  The remaining
claims will be forgiven in whole.

   4.9  Class 10 Creditors

The claims of Class 10 Creditors not objected to by the Planner
will be paid in accordance with the existing applicable
arrangement.  Those objected to by the Planner will be paid
within 15 days as from the later of the date a final order or
judgment is issued by the official receiver or the court or the
Effective Date.

   4.10  Class 11 Creditors

The claims of Class 11 will be repaid pursuant to the original
terms and conditions.

   4.11  Class 12 Creditors

If NSM is held to be liable to Class 12 Creditors, Class 12
Creditors will receive 2% of the principal.  The remaining
claims will be forgiven in whole.

   4.12  Class 13 Creditors

The claims of Class 13 Creditors will be repaid at the rate of
75% of the principal.  The remaining claims will be forgiven in
whole.

5. Discharging Retained Loss

In case there is a Public Offering, the Plan Administrator shall
cause NSM to decrease its registered capital to effect a
reduction of the retained loss recorded in the NSM books by
reducing par value to approximately Baht 8.25 per share provided
that reduction of the par value shall depend on the amount of
the retained loss.  This shall be undertaken prior to the
issuance of the shares to the subscribers in the Public Offering
but after the conversion of the claims of Class 1, 2 and 3
Creditors.

In addition, the Plan Administrator will apply the share premium
and available reserves in the books of NSM towards the
discharging of its retained loss.

6.  Issuance of New Warrants to Existing Shareholders of NSM

The Plan Administrator shall arrange for NSM to issue new
warrants to the existing shareholders of NSM whose names are
recorded in the register book of NSM as at April 11, 2000.  The
proportion for subscription for such new warrants is 1 NSM share
to the entitlement of 4.5 units of the new warrants.  The
subscription price is Stang 0.5 per unit.

The terms and conditions of the new warrants issued to the
existing shareholders of NSM are the same as those issued to the
subscribers of new shares of NSM in the Public Offering.  The
Plan Administrator will arrange for NSM to issue such new
warrants to be issued at the same time as the issuance of the
new warrants to the subscribers of new shares of NSM in the
Public Offering.

7. Offering of Securities to Management

The Plan Administrator will cause NSM to offer shares or
convertible securities to executives employed by NSM as per the
regulations of the Stock Exchange Commission.

8.  Restricted Sale of Shares

The shares the creditors receive from the debt-to-equity
conversion and the NSM shares held by certain NSM significant
shareholders are subject to restriction of sale or transfer
except for the following:

   (1) The sale or transfer of 50% of the shares received from
the debt-to-equity conversion prior to the first anniversary
after the Effective Date;

   (2) The sale or transfer of an additional 20% of the shares
received from the debt-to-equity conversion prior to the second
anniversary after the Effective Date; and

   (3) The sale or transfer of an additional 30 % of the shares
received from the debt-to-equity conversion prior to the third
anniversary after the Effective Date.

In case there is a Public Offering, in addition to the
restrictions in the preceding paragraph, the creditors who
receive NSM shares from the debt-to-equity conversion and NSM
significant shareholders shall not transfer or sell their NSM
shares retained or acquired by them before the expiration of the
period of three months from the date such Public Offering shares
have been listed on the SET, or before 10 January 2003,
whichever is later.

9.  Dividend

The Plan prohibits the payment of dividends to NSM's
shareholders until the creditors under the Master Restructuring
Agreement receive full and complete payment of debt.
However, in case there is a Public Offering, NSM may pay
dividends from its profits provided that all due payments of
debts shall have been made, all payment reserves shall have been
provided in accordance with the Master Restructuring Agreement,
and only up to 50% of the excess cash thereafter as provided in
the Plan may be paid as dividend.

10.  Management of NSM

Khun Sawasdi Horrungruang will be the Chairman of NSM.  The
Chief Executive Officer and the Chief Financial Officer will
appointed as approved by the Creditors' Committee by the super
majority vote unless the Strategic Partner (if any) requests
otherwise.  The management of NSM requires approval from the
Creditors' Committee unless the Strategic Partner (if any)
requests otherwise.


NORTHEAST AGRO: Files Business Reorganization Petition
------------------------------------------------------
Condense Tomato Juices producer and distributor Northeast Agro -
Industry Public Company Limited (DEBTOR)'s Petition for Business
Reorganization was filed to the Central Bankruptcy Court:

   Black Case Number 147/2544

   Red Case Number 226/2544

Petitioner : NORTHEAST AGRO - INDUSTRY PUBLIC COMPANY LIMITED

Planner : North-Eastern Planner Company Limited

Debts Owed to the Petitioning Creditor : 975,741,414.46 Baht

Date of Court Acceptance of the Petition : February 27, 2001

Date of Examining the Petition: March 26, 2001 at 9.00 AM

Court Order for Business Reorganization and Appointment of
Planner : March 26, 2001

Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: March 30, 2001

Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette : April 26,
2001

Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: July 26, 2001

Planner postponed the date of submitting the reorganization plan
#1st to August 27, 2001

Planner postponed the date of submitting the reorganization plan
#2nd to September 27, 2001

Appointment date for the Meeting of Creditors to consider the
plan: October 18, 2001 at 9.30 am. Convention Room 1104, 11th
Floor, Bangkok Insurance Building, South Sathorn Road

The Meeting of Creditors had a resolution Not accepting the
reorganization plan pursuant to Section 90/48

Court had issued an Order Cancelled the Order for Business
Reorganization on November 8, 2001

Announcement of Court Order Cancelled the Order for Business
Reorganization in Matichon Public Company Limited and Siam Rath
Company Limited: November 16, 2001

Announcement of Court Order Cancelled the Order for Business
Reorganization in Government Gazette : December 4, 2001

Contact : Mr. Tanawat Tel, 6792525 ext. 123


SUN TECH: Announces 2003 Company Holidays
-----------------------------------------
Srisongkram Planner Company Limited, the Plan Administrator of
Sun Tech Group Public Company Limited, informed the Company's
holidays for the year 2003, which are:

Wednesday  1       January 2003    New Year Day
Monday     17      February2003    Makha Bucha Day (Substituted)
Monday     7       April   2003    Chakri Day (Substituted)
Monday     14      April   2003    Songkran Day
Tuesday    15      April   2003    Songkran Day
Thursday   1       May     2003    National Labor Day
Monday     5       May     2003    Coronation Day
Thursday   15      May     2003    Visakha Bucha day
Monday     14      July    2003    Buddhist Lent Day
Tuesday    12      August  2003    H.M. the Queen's Birthday
Thursday   23      October 2003    Chulalongkorn Day
Friday     5       December2003    H.M. the King's Birthday
Wednesday  10      December2003    Constitution Day
Wednesday  31      December2003    New Year's Eve


TELECOMASIA CORPORATION: Undertakes Debt Reduction
--------------------------------------------------
TelecomAsia Corporation Public Company Limited informed that on
27th December 2002, the Company reduced its non-Baht long-term
trade accounts by buying back Yen-denominated deferred payment
notes at a significant discount to their book value. The
transaction, funded by a payment of approximately Y1.9 billion
(or approximately Baht 679 million) from the Company's cash
flows, has reduced the Company's indebtedness by approximately
Y10.1 billion (or approximately Baht 3.6 billion).

The Company will realize a gain of approximately Y8.2 billion
(or approximately Baht 2.9 billion). This gain will appear in
the Company's 2002 fourth quarterly results and will be fully
offset for tax purposes against tax losses carried forward from
previous years.


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

Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9482.

This material is copyrighted and any commercial use, resale or
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