/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/031114.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 Friday, November 14, 2003, Vol. 6, No. 226 Headlines A U S T R A L I A ACE FUNDING: S&P Cuts Series 2001-1 Rating to 'BBB-' ANACONDA NICKEL: In Third Party Ore Supply Discussions BREAKFREE LIMITED: Panel Releases Proceedings Conclusion DESIGN STEEL: Issues Case Profile ERG GROUP: To Supply Ticketing System in Lisbon C H I N A & H O N G K O N G C.P. POKPHAND: Disposes of Shares to Reduce Debt CALTON LIMITED: Hearing of Winding Up Petition Set CRYSTAL DEVELOPMENT: Winding Up Hearing Scheduled in December GUO XIN: Operations Loss Swells to HK$24.162M JAZZ PHOTO: Winding Up Sought by Fuji Photo SEAPOWER RESOURCES: Investors' Appeal Hearing Set in January I N D O N E S I A BANK SYARIAH: PEFINDO Assigns Rp200B Bonds "idBBB" Rating J A P A N MARUBENI CORPORATION: Issues Y70B in Preferred Shares MARUBENI CORPORATION: Pricing Blunder to Cost Y270M MITSUBISHI MOTORS: Eyes North American Strategy MITSUBISHI MOTORS: JCR Downgrades Rating to BB+/BB/J-3 K O R E A HYUNDAI HEAVY: KFTC Orders W32B Payment to Five Chaebols HYUNDAI MERCHANT: Swings Back to Profit SK GLOBAL: Unveils Schedule of Assets & Debts SK NETWORKS: FSC Levies W485.2M Fine * KFTC Imposes CDO to Iron Bar Manufacturers M A L A Y S I A AKTIF LIFESTYLE: Tiong Replaces Kim as Secretary AMSTEEL CORPORATION: 28th AGM Scheduled for December 4 BERJAYA SPORTS: KLSE Grants Conversion Listing DENKO INDUSTRIAL: Messrs Horwath Releases Investigative Audit FORESWOOD GROUP: Claims Minimal Writ of Summons Impact KAI PENG: Discloses Dealings in Shares Within Closed-Period L&M CORPORATION: Seeks Application for Time Extension LION CORPORATION: 13th AGM Scheduled in December SASHIP HOLDINGS: KLSE Rejects Time Extension Application SIN HENG: Obtains MITI's Nod on Proposed Revised Scheme SRI HARTAMAS: KLSE Grants Scheme Time Extension Requests TALAM CORP.: Posts Renounceable Rights Trading Relevant Date TANJONG PUBLIC: Posts Principal Officer's Open Period Dealings TECHNO ASIA: 3.70M Pilecon Shares Set-Off, Transfer Completed P H I L I P P I N E S ABS-CBN BROADCASTING: Defer Notes Issuance MANILA ELECTRIC: Resumes Talks With First Gas Power NATIONAL STEEL: Rehabilitation May Start March Next Year PHILIPPINE TELEGRAPH: ASM Set November 28 TG BANK: Issues Notice to Creditors S I N G A P O R E CHARTERED SEMICONDUCTOR: Post Changes in Director's Interest FORD REALTY: Petition to Wind Up Pending GIVING TREE: Issues Dividend Notice HUA KOK: Schedules AGM on November 28 MARITIME HOLDINGS: Issues Debt Claim Notice to Creditors MARITIME (PRIVATE): Creditors Must Submit Claims by December 8 NEPTUNE ORIENT: SGX-ST OKs Listing of Shares OCEANIC FATS: Issues Winding Up Order Notice PARKWAY HOLDINGS: Dissolves UK Subsidiaries TELEGLOBE SINGAPORE: Releases Dividend Notice T H A I L A N D CIVILIZE MANSION: Files Business Reorganization Petition KRISADA MAHANAKORN: Discloses BOD Meeting No. 8/2003 Resolutions KRISDA MAHANAKORN Clarifies Q303 Net Profit Increase NAKORNTHAI STRIP: Analysts Meeting Set Today * Large Companies with Insolvent Balance Sheets - - - - - - - - ================= A U S T R A L I A ================= ACE FUNDING: S&P Cuts Series 2001-1 Rating to 'BBB-' ---------------------------------------------------- Standard & Poor's Rating Services said Thursday that it has lowered the rating on the A$100 million ABS issued by ACE Funding Ltd. - Series 2001-1 to 'BBB-' from 'BBB', and removed it from CreditWatch, where it was placed on Oct. 22, 2003. This rating action follows the lowering of the credit ratings on Ford Motor Co. (Ford) and all of its related entities, including Ford Motor Credit Co. (Ford Credit), to 'BBB-/Stable/A-3' from 'BBB/Watch Neg/A-2'on Nov. 12, 2003, and reflects the role of Ford Credit as a rating dependent in this transaction. The rating actions on Ford and all of its related entities reflect Ford's continuing poor cash flow and profitability, and Standard & Poor's view that only a limited improvement will be achievable over the next few years. ANACONDA NICKEL: In Third Party Ore Supply Discussions ------------------------------------------------------ Anaconda Nickel Limited advises that it has held preliminary discussions with a number of companies holding nickel laterite resources, and that these discussions have led to speculation that some of these companies may be close to entering commercial agreements with Anaconda to supply ore to the Murrin Murrin nickel cobalt operation. In the discussions Anaconda has advised that it will only contemplate entering into an agreement to take ore from third parties where the third party has fully defined its resources to a Measured status (as defined under the JORC code), where the ore meets the particular feed characteristics of the Murrin Murrin plant and, most importantly, where there is a clear net economic benefit to Anaconda and its shareholders. Inferred or indicated resources are not considered a suitable basis for commercial negotiations. As previously announced Murrin Murrin's current ore reserves are 145 million tonnes @ 1.07% nickel and 0.085% cobalt, and total resources are 327 million tonnes @ 0.99% nickel and 0.063% cobalt. This represents sufficient mining ore reserves for more than 30 years of operations, and there is no requirement for the Company to purchase any additional ore from third parties unless there is compelling value for Anaconda shareholders. BREAKFREE LIMITED: Panel Releases Proceedings Conclusion -------------------------------------------------------- In Takeovers Panel Media Release 106 (the Media Release) dated 27 October 2003, the Panel announced that it had made a declaration of unacceptable circumstances (the Declaration) in the BreakFree 04 proceedings in relation to an announcement (the Announcement) by S8 Limited (S8) on 8 October that it would not proceed to make offers under its scrip takeover bid (the Scrip Proposal) for BreakFree Limited (BreakFree) which was announced on 11 July 2003. The resolution of the question of what orders should be made in BreakFree 04 was left to be determined in light of the resolution of the BreakFree 03 proceedings. The Panel has now received, and reviewed, submissions from the parties concerning the resolution of the outstanding issues in BreakFree 03 and the question of what orders should be made in BreakFree 04. The relationship between the proceedings The Panel is of the view that its decisions concerning the BreakFree 03 and outstanding aspects of the BreakFree 04 proceedings are closely related. Consequently, this media release discusses the Panel's resolution of both proceedings. The BreakFree 03 proceedings The BreakFree 03 proceedings concerned the adequacy of the disclosure contained in the bidder's statement for the Scrip Proposal (the Scrip Bidder's Statement). The first Scrip Bidder's Statement was provided to ASIC, BreakFree and the Australian Stock Exchange (ASX) on 19 August, and a consolidated amended statement was provided on 2 September. Although copies of the Scrip Bidder's Statement are available on the ASX website, the Panel understands that it has not been sent to BreakFree shareholders. Both BreakFree and ASIC submitted to the Panel that there were material deficiencies in the Scrip Bidder's Statement which meant that it could be misleading, and therefore should not be dispatched to BreakFree shareholders without correction. In previous media releases, the Panel has advised the market that, principally because of S8's decision to proceed with a cash bid instead, it has not received complete submissions from all of the parties in relation to a single version of the Scrip Bidder's Statement (although the Panel has received various submissions from S8, BreakFree and ASIC over the course of the proceedings). The Panel has decided to conclude the BreakFree 03 proceedings at this time (without finalizing the submission process) because: (a) the issues outstanding in those proceedings have been overtaken by the events the subject of the BreakFree 04 proceedings. In particular, the Announcement stated that S8 would not be proceeding to make offers under the Scrip Proposal, but would instead proceed with a cash takeover bid. S8 has confirmed to the Panel that this remains its intention; and (b) as offers will not be made under the Scrip Proposal, no useful purpose within the Panel's jurisdiction would be served by continuing the proceedings. As the process of receiving evidence and submissions in BreakFree 03 was suspended before completion, the Panel does not express any concluded views on the issues raised by BreakFree and ASIC. However, the Panel is of the view that those issues would have warranted further consideration by the Panel had it not been for the S8's decision not to proceed with the Scrip Proposal. As the Panel in the BreakFree 03 proceedings made no declaration of unacceptable circumstances, no orders (including any orders for costs) were made in those proceedings. The BreakFree 04 proceedings The Panel has decided not to order S8 to dispatch the Scrip Bidder's Statement. For various reasons (including the unresolved allegations made by BreakFree and ASIC in the BreakFree 03 proceedings, and the fact that the most recent version of the Scrip Bidder's Statement is now more than 6 weeks old) the Panel does not believe that it could ensure the reliability and accuracy of any document that it could order S8 to dispatch in relation to the Scrip Proposal. The Panel decided that no cost orders should be made in the BreakFree 04 proceedings. The BreakFree 03 and BreakFree 04 Panels The sitting Panel in each of the BreakFree 03 and BreakFree 04 proceedings was Kathleen Farrell (sitting President), Peter Cameron (deputy President) and Meredith Hellicar. The Panel will post its full reasons for this decision on its website at http://www.takeovers.gov.au/Content/Decisions/decisions.aspwhen they have been settled. CONTACT INFORMATION: George Durbridge Director, Takeovers Panel Level 47 Nauru House 80 Collins Street Melbourne VIC 3000, Ph: +61 3 9655 3553 george.durbridge@takeovers.gov.au DESIGN STEEL: Issues Case Profile --------------------------------- Pricewaterhousecoopers posted the case profile of Design Steel (Aust) Pty Ltd: Territory : Australia Company Name: Design Steel (Aust) Pty Ltd Lead Partner: Geoff Totterdell Case Manager: Ian Richardson Date of Appointment: 11 June 2003 Normal Contact : Ray Webb Contact Phone No : 08 9238 3592 PRICEWATERHOUSECOOPERS OFFICE Location: Perth PO Box : GPO Box D198 Street Address: Level 19, QV1 250 St George's Terrace City : PERTH State : WA Postcode: 6000 DX : DX 77 Perth Phone : (08) 9238 3000 Fax : (08) 9238 5299 Appointor: Amtel Pty Ltd Registered Office of company: Unit 3 9 Archibald Street Willagee WA 6156 Company No / ACN : 081 153 264 Type of Appointment: Administrator Lead Partner - Full Name : Geoffrey Frank Totterdell Second Partner - Full Name: Philip Patrick Carter CASE INFORMATION (LAST UPDATED 07/11/2003) First Creditors' Meeting Date : 17 June 2003 Time : 10:30 AM Address: Level 19, 250 St George's Terrace, Perth Proxy return date: Monday 16 June 2003 Return time : 12:00 PM Second Creditors' Meeting (or adjournment) Date: To be advised Other Key Information Report as to Affairs received from directors: A Report as to Affairs has not been received as yet Dates of trading by insolvency practitioner: 11 June 2003- to a date to be advised Business sold/ceased trading : Not applicable as yet Job closure: Not applicable BACKGROUND INFORMATION Geoff Totterdell and Philip Carter of PricewaterhouseCoopers were appointed joint and several Administrators of Design Steel (Aust) Pty Ltd (Design Steel) on 11 June 2003 by a secured creditor. CURRENT STATUS OF ASSIGNMENT AND ACTIONS REQUIRED BY CREDITORS The business of Design Steel will continue whilst creditors review alternatives for the future of the company. In this regard creditors are referred to the notice of appointment and instructions on continuing supplies. NEXT MILESTONE AND ESTIMATED TIMETABLE The first meeting of creditors was held in Perth on Tuesday 17 June 2003 LIKELY OUTCOME FOR CREDITORS AND TIMETABLE Creditors will vote on any proposed deed of company arrangement at a second meeting of creditors, which is yet to be convened. (www.pwcrecovery.com) ERG GROUP: To Supply Ticketing System in Lisbon ----------------------------------------------- ERG Group announced Thursday that it has been awarded a contract to supply an automated fare collection system for the public transport network of Lisbon, Portugal. The contract is worth approximately euro2.6 million (A$4.2 million) to ERG over its two-year term. ERG's partner in the project, Novabase/Octal, is negotiating directly with the transport operator, Carris, and will be responsible for project management, full installation, maintenance, the supply of point-of-sale equipment and ticket vending machines, and software development. ERG will provide the on-bus equipment, consisting of contactless smart card validators, as well as the central computer system and the data communication system to ensure data transfer between buses and the depot via Wireless LAN. The system will use the same smart paper ticket as is currently used in the city of Porto. The system is expected to be operational by January 2004 with 500,000 smart tickets on issue. This successful cooperation between ERG and Novabase/Octal follows a previous contract win for the metro transit system of Porto, which was the first ticketing system in Europe to use smart paper tickets with an embedded contactless smart chip. This system was implemented in mid-2002. Norbert Sch�wer, Managing Director ERG France, said: "In Portugal, we have previously installed ticketing systems in Sintra, Aveiro and Evora. This is an important contract win as it reinforces ERG's position in Southern Europe. Furthermore, this cooperation with Novabase/Octal may lead to new opportunities." ============================= C H I N A & H O N G K O N G ============================= C.P. POKPHAND: Disposes of Shares to Reduce Debt ------------------------------------------------ The board of Directors of C.P. Pokphand Co. Ltd. announces that on 12th November, 2003, CPD, CPF Investment and the Company entered into the Share Purchase and Sale Agreement whereby CPD agreed to dispose of an approximate 84.49% shareholding in CP Standart to CPF Investment, representing the Group's entire shareholding interests in CP Standart, for an aggregate consideration of US$22,000,000 (approximately HK$171,600,000). The Group is principally engaged in the trading of agricultural products, feedmill and poultry operations, the production and sale of motorcycles and accessories for automotives and property and investment holding. As previously disclosed in the announcements issued by the Company in connection with the Group's debt restructuring arrangements, the Group is required to make scheduled distributions to its creditors to reduce its indebtedness and such distributions are to be funded by various means including cashflows from operations and proceeds from asset disposals. The Disposal will form part of the overall asset disposal program contemplated under the Group's debt restructuring arrangements. In addition, the Group has been focusing on its agri-business in the PRC. As such, the Directors are of the view that the business operations of CP Standart in Turkey falls outside the current and future business focus of the Group. The net proceeds of the Disposal is approximately US$21.8 million (approximately HK$170 million) will be used for reducing the Group's debts. The total debt of the Group as at 30th June, 2003 was approximately US$235.64 million. As at the date of this announcement, nine Directors of the Company together own aggregate shareholding interests of 57.51% in CPG. CPG and its associates own an approximate 49.26% shareholding interest in CP Foods. CP Foods is a company listed on the Stock Exchange of Thailand and CPF Investment is a wholly-owned subsidiary of CP Foods. Because of the 57.51% aggregate shareholding interests of the nine Directors in CPG and CPG's shareholding interests in CP Foods, CPF Investment is an associate of the nine Directors and is accordingly a connected person of the Company for the purposes of the Listing Rules. The balance of an approximate 15.51% shareholding in CP Standart is beneficially owned by a company in which eight Directors hold an aggregate 65.27% shareholding, and is accordingly a connected person of the Company for the purposes of the Listing Rules. Accordingly, the Disposal constitutes a connected transaction of the Company and requires approval by the Independent Shareholders at a Special General Meeting of the Company under Rule 14.26 of the Listing Rules. The Disposal also constitutes a discloseable transaction of the Company under Rule 14.12 of the Listing Rules. A circular containing particulars of the Share Purchase and Sale Agreement, a letter from the Independent Board Committee to the Independent Shareholders, an opinion of the independent financial adviser, together with a notice to convene the Special General Meeting to approve the Share Purchase and Sale Agreement and the transactions contemplated thereunder, will be issued to the Shareholders as soon as practicable. CALTON LIMITED: Hearing of Winding Up Petition Set -------------------------------------------------- The petition to wind up Calton Limited is set for hearing before the High Court of Hong Kong on December 3, 2003 at 9:30 in the morning. The petition was filed with the court on October 13, 2003 by Man Shuk Ching Amy of Room 232, Pak Suet House, Choi Hung Estate, Wong Tai Sin, Kowloon. CRYSTAL DEVELOPMENT: Winding Up Hearing Scheduled in December ------------------------------------------------------------ The High Court of Hong Kong will hear on December 10, 2003 at 9:30 in the morning the petition seeking the winding up of Crystal Development Limited. Chang Wai Bo Stanley of Room 2211, 22/F., King Man House, Ho Man Tin Estate, Kowloon filed the petition on October 20, 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 GUO XIN: Operations Loss Swells to HK$24.162M --------------------------------------------- Guo Xin Group Limited disclosed its financial statement summary for the year ended June 30, 2003: (stock code: 01215 ) Year-end date: 30/6/2003 Currency: HKD Auditors' Report: Unqualified (Audited) (Audited) Last Current Corresponding Period Period from 1/7/2002 from 1/7/2001 to 30/6/2003 to 30/6/2002 Note ('000) ('000) Turnover : 3,993 19,937 Profit/(Loss) from Operations : (24,162) (13,865) Finance cost : (4) N/A Share of Profit/(Loss) of Associates : N/A N/A Share of Profit/(Loss) of Jointly Controlled Entities : N/A N/A Profit/(Loss) after Tax & MI : (24,129) 125,032 % Change over Last Period : N/A % EPS/(LPS)-Basic (in dollars) : (0.0074) 0.0952 -Diluted (in dollars) : (0.0074) 0.0952 Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : (24,129) 125,032 Final Dividend : NIL NIL per Share (Specify if with other : N/A N/A options) B/C Dates for Final Dividend : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for : N/A Current Period B/C Dates for Other Distribution : N/A Remarks: 1. The turnover is derived from continuing operations. 2. Loss from operations is derived from continuing operations. 3. 2003 2002 HK$'000 HK$'000 Loss from operations (24,162) (13,865) Finance costs (4) - Gain arising from waiver of the creditors' indebtedness - 138,897 ----------- -------- (Loss) Profit before taxation (24,166) 125,032 ----------- -------- 4. The calculation of the basic (loss) earnings per share is based on the net loss for the year of approximately HK$24,129,000 (2002: profit of approximately HK$125,032,000) and weighted average number of 3,264,495,000 (2002: 1,313,580,000) shares in issue during the year. The weighted average number of shares for the year ended 30 June 2002 for the purpose of calculating the basic earnings per share has been adjusted for the effect of share consolidation approved on 22 November 2002. 5. The weighted average number of shares for the year ended 30 June 2002 for the purpose of calculating the basic earnings per share has been adjusted for the effect of share consolidation approved on 22 November 2002. As a result, the EPS (basic and diluted) have been changed from HK 0.95 cents to HK 9.52 cents. JAZZ PHOTO: Winding Up Sought by Fuji Photo ------------------------------------------- Fuji Photo Film Co., Ltd is seeking the winding up of Jazz Photo (Hong Kong) Limited. The petition was filed on October 22, 2003, and will be heard before the High Court of Hong Kong on December 10, 2003 at 10:00 in the morning. Fuji Photo holds its registered office at 26-30 Nishiazabu 2- chome, Minato-ku, Tokyo 106-8620, Japan. SEAPOWER RESOURCES: Investors' Appeal Hearing Set in January ------------------------------------------------------------ Reference is made to the circular jointly issued by Seapower Resources International Limited (Provisional Liquidators Appointed) and the Investor dated 21 October 2003 (Circular). As stated in the Circular, on 2 October 2003, the HK Court dismissed the application of the Former Investors, refusing them leave to commence proceedings against the Company. The Former Investors filed a notice of appeal on 14 October 2003 (Notice) in respect of the order made by the HK Court dismissing their application. The appeal has been scheduled for hearing in the Court of Appeal on 30 January 2004. The legal advisers to the Provisional Liquidators and Counsel instructed by them have reviewed the Notice and have confirmed their earlier advice that the Provisional Liquidators were entitled to terminate the Former Restructuring Agreement and have advised that the Former Investors have no grounds upon which they could successfully appeal against the order made by the HK Court. Shareholders and potential investors should note that the hearing has not taken place and the outcome of the hearing can not be predicted. Further announcements in this regard will be issued as and when appropriate. The Stock Exchange informed the Company on 7 March 2003 that the Company had been placed into the second stage of the delisting procedures in accordance with Practice Note 17 of the Listing Rules. The release of this announcement does not necessarily indicate that the Restructuring Proposal will be successfully implemented and completed as the conditions precedent to the Restructuring Agreement may not be fulfilled or otherwise waived. Trading in the Shares of the Company has been suspended since 2:30 p.m. on 28 December 2001 and will remain suspended until Completion and a sufficient public float has been restored. Further announcements will be issued as and when appropriate. ================= I N D O N E S I A ================= BANK SYARIAH: PEFINDO Assigns Rp200B Bonds "idBBB" Rating --------------------------------------------------------- PT Pemeringkat Efek Indonesia (PEFINDO) assigned a "idBBB" rating to PT Bank Syariah Mandiri (BSRM) and a "idBBB-(sy)" rating to its proposed Rp200 billion Subordinated Syariah Bonds I/2003. The rating actions are supported by BSRM's strong capitalization and favorable financial flexibility. The bank's financing concentration and competition pressures within the shariah banking industry are, however, mitigating the above ratings. PT Bank Syariah Mandiri was initially established from a conventional bank under the name of PT Bank Susila Bakti (BSB). PT Bank Mandiri Tbk acquired BSB in 1999 and renamed it to PT Bank Syariah Sakinah, which was subsequently changed into PT Bank Syariah Mandiri. At the end of April'03, BSRM's total assets stood at Rp1.97 trillion, representing a significant market share of around 48% of Sharia banking's total assets, although it is still very small market share of around 0.1% of national banking system's total assets. BSRM offers several sharia products ranging from wadiah (demand deposits and saving), mudharabah (time deposit and saving), as well as financing with varieties of products including murabahah, hiwalah, istishna, salam, mudharabah, and musyarakah. As of April'03, BSRM's shareholders are PT Bank Mandiri Tbk. (99.999999%) and PT Mandiri Sekuritas (0.000001%). To support its operation, BSRM has already had 34 branche s, 5 sub- branches, and 16 cash offices with 1,738 ATMs, which consist of 19 BSRM's owned ATMs and 1,719 Mandiri's ATMs. ========= J A P A N ========= MARUBENI CORPORATION: Issues Y70B in Preferred Shares ----------------------------------------------------- At its November 12, 2003 Board meeting, the Directors of Marubeni Corporation approved a resolution for the issue of 75.5 billion yen worth of preferred shares with common share conversion rights, to be completed through a third-party allocation. The capital enhancement based on this issue of preferred shares will be part of the Company's previously announced "100 billion yen capital enhancement policy," and is included in the "V" PLAN, the new medium-term management plan the Company is currently implementing. The management objective of the "V" PLAN is to reinforce Marubeni's earnings base and improve the Company's financial structure. As demonstrated clearly by its previously announced financial results for the first half of fiscal year 2003, the Company is achieving a steady recovery in earnings capability. Although the Company has made progress in reducing net interest- bearing debt faster than its initial plan, to further increase shareholders' equity the Company has decided to issue preferred shares in order to accelerate the improvement of its financial structure, strengthen its creditworthiness and increase corporate value. The decision to issue the preferred shares at this time was based on management's assessments of the effect on the Company's stock price from the large-scale dilution that would result from an issue of common stock and on considerations of future dividend policy. Because the preferred shares will be issued in a form that is unfamiliar to individuals and other ordinary investors, the shares will be issued using a third-party allocation procedure rather than a public offering. The subscribers for the preferred shares will be financial institutional and major customers. The Company plans to use the issue proceeds to invest in major operating sectors such as food products distribution, natural resource development and overseas IPP, and partially to repay loans related to these areas that the Company borrowed in the past. SUMMARY OF THE PREFERRED SHARES Class of stock: Class I Preferred Shares (preferred shares with common share conversion rights) Number of newly issued shares: 75.5 million shares Issue Price: 1,000 yen per share Aggregate issue Price: 75.5 billion yen Issue method: The Company will allocate the shares to financial institutions and customers through a third-party allocation. Issued Date: December 16, 2003 Preferred Dividend: 20 yen per share per annum Conversion Period Start Date: 2 years and 9 months after issue (Form September 1, 2006) Initial Conversion Price: Market price on the Conversion Period Start Date (However, not less than 50 yen) Conversion Price Reset Provision: Downward revisions only Conversion Price Reset Floor Price: The higher of 70 percent of the Initial Conversion Price or 50 yen Final Mandatory Conversion Date: After 10 years (December 13, 2013) Final Mandatory Conversion Price: Market price on the Final Mandatory Conversion Date Final Mandatory Conversion Floor Price: The higher 70 percent of the initial Conversion Price or 50 yen Use of proceeds: The Company plans to tuse the issue proceeds to invest in major operating sectors such as food products distribution, natural resource development and overseas IPP, and partially to repay loans related to these sectors that the Company borrowed in the past. For more information, go to http://www.marubeni.co.jp/english/news/nl/nl031112.pdf MARUBENI CORPORATION: Pricing Blunder to Cost Y270M --------------------------------------------------- Marubeni Corporation has decided to sell some 1,500 personal computers at a 90 percent discount after it posted the wrong price on its online shopping site, Dow Jones reports. The trading Company listed a new PC on the site on October 31 for only 19,800 yen instead of the intended price of 198,000 yen. As a result of the blunder, major trading house Marubeni Corporation, whose affiliate Marubeni Direct Co. runs the Web site, is expected to suffer a loss of some 270 million yen. MITSUBISHI MOTORS: Eyes North American Strategy ----------------------------------------------- Mitsubishi Motors Corporation (MMC) plans to release a new business plan early next year focusing on a strategic review of its North American operations, which weigh heavily on the automaker's earnings, Kyodo News reports. The plan comes after Mitsubishi Motors incurred a group net loss of 80.22 billion yen for the fiscal half year ended September 30 under the weight of massive charges against loan defaults in North America as the Company's aggressive sales drive there included high credit-risk customers. MITSUBISHI MOTORS: JCR Downgrades Rating to BB+/BB/J-3 ------------------------------------------------------ Japan Credit Rating Agency (JCR) has downgraded the ratings on senior debts, shelf registration, Euro Medium Term Note Programme and CP program of Mitsubishi Motors from BBB-, preliminary BBB-, BBB- and J-2 to BB+, preliminary BB+, BB and J-3, respectively. Senior Debts Shelf Registration: Maximum: Y250 billion Valid: two years from May 22, 2002 CP: Maximum: Y250 billion Backup Line: 0 percent Euro Medium Term Note Programme: Issuers: Mitsubishi Motors Corporation, Mitsubishi Motors Credit of America, Inc. and MMC International Finance (Netherlands) B.V. Maximum: equivalent of US$4 billion Maturities: 1 month - 30 years Note: Keep Well Agreement has been entered into between each of the subsidiaries and the parent Company. RATIONALE: Mitsubishi Motors Corporation (MMC) announced Wednesday the downward revision of forecasts of performance for fiscal 2003 due primarily to deterioration in earnings from operations in North America. JCR pointed out before in July this year when MMC announced the downward revision of the earnings forecasts for fiscal 2003 that MMC would have to tackle difficult job of trade-off between the cutback on auto loans business and the sustaining of sales volume in quantity in North America and that it was uncertain that MMC could restore the earnings rapidly in the 2nd half of the fiscal year as planned. MMC planned to turn the domestic passenger car business profitable in North America under the Turnaround restructuring plan. Although MMC reduced costs earlier than planned, business in North America is expected to incur an operating loss even without taking into account the temporary costs for additional loan loss reserves for auto loans business. The plan for turning the domestic business profitable has been postponed to fiscal 2006. JCR downgraded the ratings for MMC, given the sharp drop in the earnings power. Credit Monitor remains to examine how MMC can rehabilitate the business in Japan and North America. The Euro Medium Term Note Program rating reflects the recovery risk. ========= K O R E A ========= HYUNDAI HEAVY: KFTC Orders W32B Payment to Five Chaebols -------------------------------------------------------- On October 7, 2003, the Korean Fair Trade Commission (KFTC) announced that it had imposed cease and desist orders (CDO) and administrative fines of 32 billion won on 20 subsidiaries of five big Chaebols, Samsung, LG, SK, Hyundai Motor and Hyundai Heavy Industry, for their unfair inter-affiliate business practices, a Company statement said. The unfair business practices used and the names of the companies are as follows: 1) Undue direct financial support: unreasonably provided funds or other financial support, such as promissory notes or loans, to affiliated companies at substantially low rates or free of charge (LG Security, SK Telecom, SK Global, SKC, Kia Motors, INI Steel) 2) Undue indirect financial support: unreasonably provided financial support in ways such as passing along the burden for advertising expenses, paying in advance of the due date (or when not required), or buying resort facility membership at inflated prices for affiliated companies (SK Telecom, Samsung Card, Hyundai Motors, Kia Motors INI Steel) In addition, KFTC imposed administrative fines of 1 billion won on SK Maritime Transportation and SK Construction for their violation of the disclosure obligation of inter-subsidiary transactions of Chaebols. KFTC also ruled that SM Data, which SK Group had not reported to KFTC as a subsidiary, was in fact one of its subsidiaries, and that SM Data should be included in SK Group. HYUNDAI MERCHANT: Swings Back to Profit --------------------------------------- Hyundai Merchant Marine Co. (HMM), the shipping arm of Hyundai Group, incurred a net profit of 12.9 billion won (US$10.9 million) in the first three quarters of the year, up from a deficit of 441 billion won last year due to successful restructuring efforts, Yonhap News reports. In March 2003, South Korea's Securities and Futures Commission (SFC) penalized Hyundai Merchant Marine Co. for failing to provide information about the possible omission of some 300 billion won of interest-bearing debt in its 2000 financial statements, TCR-AP reports. The Financial Supervisory Service (FSS) said the commission has decided the Company won't be able to offer securities to the public for six months. The FSS will ask prosecutors to investigate Hyundai Merchant Marine and its executives for failing to comply with requests for additional information on its books. SK GLOBAL: Unveils Schedule of Assets & Debts --------------------------------------------- SK Global America Corporation, a unit of South Korea's SK Networks Co. Ltd., issued a notice of schedule of assets and debts as follows: A. Real Property $10,447 B. Personal Property B.1 Cash on Hand 5,519 B.2 Bank Accounts Checking Account Bank One 3,073,485 Other Checking Accounts 123,736 Investment Accounts 75,463,200 Loan Accounts Societe General Singapore Branch 116,579 Other Loan Accounts 10,220 Payroll Accounts Fleet Boston Financial 7,266,671 Other Payroll Accounts 7,596 Foreign Currency Accounts Bank One Int'l. NY 200,452 Other Foreign Currency Account 16,181 Margin Deposit Rand Financial Services Firm 164,964 ABN AMRO 168,300 Other Margin Deposit 56,172 B.3 Security Deposits Security Deposit for Parker Plaza Office 167,400 Other Security Deposits 209,760 B.12 Stock interests Atlantis Cyberspace, Inc. 200,000 Manystreams 215,000 KnowledgePlanet.com., Inc. 440,000 Ecoban Limited 975,000 17106 South Avalon Blvd. Corp. 1,500,000 B.13 Interests in Partnerships DHM Arcadia Partners LP 391,330 Tucker Anthony Private Equity 390,075 B.15 Accounts receivable InterCompany SK Corp. 343,384 SK Energy Asia Pte. Ltd. 128,385,531 SK Global Ltd. 68,613,774 SK Global Hong Kong 416,733 SK USA 473,640 Tibolie Latin America 1,000,000 Others 91,146 Third Party Receivable Aluma Shield Industries 854,084 Anvil Int'l. Inc. 838,712 B&B Surplus Inc. 197,174 Blair Corp. 115,532 C.H.I. Overheard Doors Inc. 1,682,292 Carole Wren Inc. 217,876 CCC Steel Inc. 106,344 Cobra Electronics 249,725 Commodity Credit 488,056 Dfas-Co-Bvdfk 867,935 Distributor Metal 100,156 Evans Industries Inc. 1,040,123 Harlingen Cattle Co. 2,554,199 Hart & Cooley 508,016 Hokin-Katz Metals 201,760 Jeffery Craig 126,871 Kabat Textile Corp. 165,389 La-Textile 771,164 Leader Apparel 438,136 Metal Building Co. 1,162,176 Mid-American Door 134,750 Pacur 220,954 Pentel of America 116,931 Potomac Supply Co. 108,864 Pressman Gutman Co., Inc. 145,299 Rolled Steel Products Corp. 187,406 San Miguel Industrial 161,000 Sheffield Plastic 1,011,279 Spartech Plastics 173,149 Sunbelt Trading 199,171 Te Chen International Corp. 1,457,054 Thamco International S.A. 641,589 Totten Tubes Inc. 159,858 TPC Metals Inc. 129,512 United Pipe & Supply Co. 128,926 USA Grain 2,428,924 U.S.A. Meat & Grain Co., Inc. 17,063,782 Valley Iron Co., Inc. 132,524 Virgo Commodities 9,870,354 Wisehill Corp. 529,812 Other Third Party Receivables 1,222,449 Interest Receivable SK Securities 234,614 Other Interest Receivable 67,857 Commission Receivable 1,752 Other Receivable Blue Apparel 141,552 Pacific Insurance & Maritime 256,464 Others 217,052 Employee Receivable 113,377 General Allowance for Doubtful Accounts (2,032,722) B.17 Other liquidated debts owed 16,607 B.23 Automobiles 79,138 B.26 Office equipment and supplies Furniture & Fixtures 284,107 Office Equipment 610,667 B.28 Inventory Single Density Frame 852,533 Textile 1,859,484 Film 103,067 Steel 5,398,209 Pipe 5,225,871 PT-Resin 1,928,048 Grain 2,972,710 Other Inventory 43,458 B.33 Other personal property Prepaid Expenses Insurance 623,013 Other 529,323 Leasehold Improvements 1,276,341 Anti-Dumping US Customs Receivable 303,555 Advances Ecoban Finance 15,000,000 Pemopro 62,500,000 SK Securities 2,167,994 SKMA, Inc. 4,786,601 Other Advances 35,954 Payment in Advance Debruce Grain 2,221,246 Fal Energy Co. Ltd. 132,375 Bushra Kaleem's Trading 110,396 Segye Corporation 275,198 Other Payment in Advance 239,016 Suspense Payment Automatic Data Processing 233,769 Banca Commerciale Italiana 534,800 Togut, Segal & Segal, LLP 769,257 Other Suspense Payment 547,320 TOTAL SCHEDULED ASSETS $450,065,607 ======================================================== C. Property Claimed as Exempt Not Applicable D. Secured Claims Cho Hung Bank $88,993,909 Korea Exchange Bank 44,675,860 E. Unsecured Priority Claims 88,141 F. Unsecured Non-Priority Claims Australia and New Zealand Bank 752,719 Automatic Data Processing 197,292 Cho Hung Bank, London Branch 3,000,000 Cigna 164,567 Citibank N.A., Hong Kong Branch 20,000,000 Credit Lyonnais, Seoul Branch 8,000,000 Hana Bank, NY Agency 11,000,000 I and C Bank of China, Seoul 8,000,000 I and C Bank of China, Tokyo 5,000,000 Intesabci Spa, NY 534,800 Joaquin Lopez Montes Y Marcos Ocejoy Sierra 1,400,000 KDB Asia Limited 5,000,000 Keep On Trucking 23,815 KEXIM Bank Limited-London 5,000,000 Kookmin Bank, NY Branch 35,000,000 Koram Bank 50,000,000 Koram Bank, London Branch 15,000,000 Korea Exchange Bank, IR 3,000,000 Korea Exchange Bank, Chicago 10,000,000 Korea Exchange Bank, L.A. 15,990,598 Mizuho Corporate Bank, Ltd. 19,996,940 Nat Exis Banques Popularies 10,000,000 Sheffield Plastics, Ltd. 252,105 Sinhan Bank, NY Branch 51,522,135 SK Belgium 46,088,696 SK Corp - London Branch 71,387,254 SK Corporation 178,413,959 SK Corporation 3,593,535 SK Energy Asia Pte., Ltd. 310,822,730 SK Global Asia-Pacific PTE Ltd. 12,014,789 SK Global Asia-Pacific PTE Ltd. 44,042,285 SK Global Co., Ltd. 72,721,739 SK Global Co., Ltd. 743,944,588 SK Global Co., Ltd. 500,000,000 SK Group Japan Co., Ltd. 96,659,491 SK Group Japan Co., Ltd. 332,853,797 SK Hong Kong 40,133,395 Societe Generale - NY 22,000,000 The Bank of New York 40,000,000 The Export-Import Bank of Korea 15,000,000 The Korea Development Bank, NY 15,000,000 U.S. Customs Service 1,787,762 Union Bank of California 26,187,160 Woori Bank, Hong Kong Branch 5,000,000 Woori Bank, L.A. Agency 5,000,000 Woori Bank, London Branch 2,000,000 Woori Bank, NY Agency 29,000,000 Other Unsecured Non-Priority Claims 385,944 TOTAL SCHEDULED LIABILITIES $3,026,606,190 (SK Global Bankruptcy News, Issue No. 6; October 10, 2003) SK NETWORKS: FSC Levies W485.2M Fine ------------------------------------ The Financial Supervisory Commission (FSC) has ordered SK Corporation and SK Networks Co. Ltd. to pay 485.2 million won (US$411,200) and 68 million won worth of fines for violating disclosure rules on real estate trading between themselves, the Korea Times reports. SK Networks sold 285 gas stations, worth 214.5 billion won, nationwide to SK Corporation on March 5. Both of them made public the internal trading on April 2. ``But they had to make disclosures on the trading by March 6 under rules obliging listed companies to report any kind of stake-selling within 24 hours,'' the Financial Supervisory Commission (FSC) said on Wednesday. * KFTC Imposes CDO to Iron Bar Manufacturers -------------------------------------------- On September 30, 2003, the Korea Fair Trade Commission (KFTC) announced that it had imposed cease and desist orders (CDO) and administrative fines of 75 billion won on nine manufacturers of iron bar for their price fixing and bid rigging cartels. Seven steel companies, INI Steel, Dongkuk Steep, Hankuk Steel, Honbo Steel, Hanbo, Hwan Yong Steel and Daehan Steel, were alleged to have agreed on price increases of iron bar five times from February 2002 to April 2003. It was also alleged that, in 2001 and 2002, those seven companies and two other steel companies, Jeil Steel and Sewon Steel, had conspired on several occasions to boycott the Office of Supply's bidding on the purchase of iron-bar, with an aim to increase the striking price. In later biddings, those nine companies conspired to submit their bids according to the agreed price and quantity. KFTC also filed complaints relating to criminal sentences with the Prosecutor General against all the steel companies but Sewon Steel. =============== M A L A Y S I A =============== AKTIF LIFESTYLE: Tiong Replaces Kim as Secretary ------------------------------------------------ Aktif Lifestyle Corporation Bhd posted Change of Company Secretary notices: Reference No AL-031112-39270 Date Announced : 12/11/2003 Date of change : 10/11/2003 Type of change : Resignation Designation : Secretary License no. : MIA 7849 Name : Koo Lai Kim Working experience and occupation during past 5 years : Remarks : c.c. Securities Commission Reference No AL-031112-3C328 Date of change : 10/11/2003 Type of change : Appointment Designation : Secretary License no. : MIA 18463 Name : Chua Chee Tiong Working experience and occupation during past 5 years : Remarks : c.c. Securities Commission The Troubled Company Reporter - Asia Pacific reported last month that the Company had on 31 October 2003, entered into a conditional sale and purchase of shares agreement (SPSA) with CP Properties Sdn Bhd (CP), a wholly-owned subsidiary of Lion Diversified Holdings Berhad, to dispose of its entire issued and paid-up share capital in ALS comprising 31,000,000 ordinary shares of RM1.00 each in ALS (ALS Shares) to CP for a nominal cash consideration of RM1.00. The disposal is an initial step to restore the financial strength of Aktif and will result in the Aktif Group's negative net tangible asset position being restored to a positive net tangible asset position. AMSTEEL CORPORATION: 28th AGM Scheduled for December 4 ------------------------------------------------------ Notice is hereby given that the Twenty-Eighth Annual General Meeting of Amsteel Corporation Berhad will be held at the Meeting Hall, Level 48, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur on 4 December 2003 at 11:00 am for the following purposes: AGENDA 1. To receive and adopt the Directors' Report and Audited Financial Statements for the financial year ended 30 June 2003. Resolution 1 2. To approve the payment of Directors' fees amounting to RM202,000 (2002 : RM176,500). Resolution 2 3. To re-elect Directors: In accordance with Article 98 of the Company's Articles of Association, the following Directors retire by rotation and, being eligible, offer themselves for re-election: Y. Bhg. Tan Sri William H.J. Cheng Resolution 3 Mr Tan Siak Tee Resolution 4 4. To consider and if thought fit, pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965 as an ordinary resolution: "THAT Y. Bhg. Jen (B) Tan Sri Dato' Zain Mahmud Hashim who retires pursuant to Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed a Director of the Company to hold office until the next annual general meeting." Resolution 5 5. To re-appoint Auditors to hold office until the conclusion of the next annual general meeting and to authorize the Directors to fix their remuneration. Resolution 6 6. Special Business To consider and if thought fit, pass the following resolutions as ordinary resolutions: 6.1 Authority to Directors to issue shares "THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of all relevant authorities being obtained, the Directors be and are hereby empowered to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next annual general meeting of the Company." Resolution 7 6.2 Proposed Shareholders' Mandate for Recurrent Related Party Transactions "THAT approval be given for the Company and its subsidiary companies to enter into the recurrent related party transactions of a revenue or trading nature which are necessary for its day- to-day operations as detailed in paragraph 3.3 (Recurrent Transactions) and with those related parties as detailed in paragraph 3.2 of the Circular to Shareholders of the Company dated 12 November 2003 subject to the following: i) the transactions are in the ordinary course of business and are on terms not more favorable to the related party than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and ii) disclosure is made in the annual report of the breakdown of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year, amongst others, based on the following information: a) the type of Recurrent Transactions made; and b) the names of the related parties involved in each type of Recurrent Transactions made and their relationship with the Company; AND THAT authority conferred by this Ordinary Resolution shall continue to be in force until: i) the conclusion of the next annual general meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) the expiration of the period within which the next annual general meeting after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or iii) revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier, AND THAT the Directors be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorized by this Ordinary Resolution." Resolution 8 7. To transact any other business for which due notice shall have been given. BERJAYA SPORTS: KLSE Grants Conversion Listing ---------------------------------------------- Kindly be advised that Berjaya Sports Toto Berhad's additional 6,449,800 new ordinary shares of RM1.00 each arising from the Conversion of RM6,449,800 Nominal Amount of 8% Irredeemable Convertible Unsecured Loan Stocks 2002/2012 into 6,449,800 New Ordinary Shares will be granted listing and quotation with effect from 9:00 a.m., Friday, 14 November 2003. COMPANY PROFILE The Company's core business has evolved from the manufacture of light fittings in the 70s to trading in construction materials and property development in the 80s. Today, the Company is one of the key players in the gaming business, operating Toto betting through its principal subsidiary, Sports Toto Malaysia Sdn Bhd. On the international scene, the Group supplies and maintains a computerized on-line lottery system in the Luzon Region, Philippines. It is also the consultant cum project manager to restructure and improve the operation and administration of the Department of National Lotteries in Ghana. The Company's Philippines operation is held through its 51.5% owned subsidiary, Berjaya Lottery Management (HK) Ltd (BLHK). BLHK holds 71.4% in International Lottery and Totalistic Systems, Inc, and 68.5% in Prime Gaming Philippines, Inc, a company listed on the Philippine Stock Exchange. In December 2000, the Company proposed a special cash dividend of 170%, rights issue of ICULS and increase in authorized share capital to RM2b. The ICULS issue forms part of a repayment scheme between the Company and its immediate holding company, Berjaya Land Bhd (B-Land), to settle inter-company advances of the latter via liquidation of the ICULS in the open market or redemption of the ICULS. B-Land has committed to resolve the inter-company advances within three years from the ICULS issue date. The proposals are still pending shareholders' approval. CONTACT INFORMATION: 11th Floor Menara Berjaya, KL Plaza, 179 Jalan Bukit Bintang, 55100 Kuala Lumpur Tel : 03-2935888 Fax : 03-2935 8043 DENKO INDUSTRIAL: Messrs Horwath Releases Investigative Audit ------------------------------------------------------------- Denko Industrial Corporation Berhad refers to the announcement dated 23 December 2002 whereby Denko had obtained the approval of the Securities Commission (SC) for its Proposed Corporate and Debt Restructuring Scheme (PCDRS). One of the conditions imposed by the SC in its approval for the PCDRS was that Denko is required to appoint an independent audit firm to conduct a investigative audit on the past losses of Denko and its subsidiary companies (Group). On 13 February 2003, the Company appointed Messrs Horwath (Horwath) to carry out the investigative audit as announced in the monthly announcement dated 3 March 2003. The investigative audit on the Group which covered the financial years from 31 March 1998 to 31 March 2002 (Relevant Period) submitted to the SC on 12 November 2003. The Board of Directors of Denko hereby announces a summary of the findings of the investigative audit as extracted from the Executive Summary prepared by Horwath. Details can be seen at http://bankrupt.com/misc/Denko1114.doc. FORESWOOD GROUP: Claims Minimal Writ of Summons Impact ------------------------------------------------------ Foreswood Group Berhad, in reply to the Query Letter by KLSE reference ID : NS-031111-35538 on the Writ Of Summons, wishes to forward this additional information for public release: 1. As the Company is already under Receivership the financial and operational impact is minimal. KLSE's Query Letter content: We refer to your Company's announcement dated 7 November 2003 in respect of the aforesaid matter. In this connection, kindly furnish the Exchange immediately with the following additional information for public release: 1. The financial and operational impact of the summons on your Group. Please furnish the Exchange with your reply within two (2) market days from the date hereof. Yours faithfully, TAN YEW ENG Sector Head, Issues & Listing TYE/NZ copy to: Securities Commission (via fax) KAI PENG: Discloses Dealings in Shares Within Closed-Period ----------------------------------------------------------- Kai Peng Berhad has received a notification from Mr Chew See Yow, a Director of Kai Peng, of his intention to deal in the shares of Kai Peng during the closed period and his current interest in Kai Peng, as tabled below: Interest No. of shares % of Issued Capital Direct 12,877,000 14.34 Indirect 119,000 0.13 The Troubled Company Reporter - Asia Pacific reported that the Securities Commission has granted its approval for a further extension of time for 6 months up to 11 March 2004 for KPB to complete the Corporate Exercises. L&M CORPORATION: Seeks Application for Time Extension ------------------------------------------------------ The Special Administrators of L&M Corporation (M) Bhd wish to announce that on 7 November 2003 RHB Sakura Merchant Bankers Berhad submitted on behalf of the Company, an application for extension of time to the Securities Commission, for another two (2) months to 23 January 2004, to complete the Proposed Corporate and Debt Restructuring Scheme. Last month, the Troubled Company Reporter - Asia Pacific reported that the Company's total default payments to financial institutions, in respect of various credit facilities granted to its subsidiary Company, L&M Geotechnic Sdn Bhd, based on the latest available information provided by financial institutions as at 30 September 2003 was RM61,231,252.74. LION CORPORATION: 13th AGM Scheduled in December ------------------------------------------------ Notice is hereby given that the Thirtieth Annual General Meeting of Lion Corporation Berhad will be held at the Meeting Hall, Level 48, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur on 4 December 2003 at 2:00 pm for the following purposes: AGENDA 1. To receive and adopt the Directors' Report and Audited Financial Statements for the financial year ended 30 June 2003. 2. To approve the payment of Directors' fees amounting to RM132,500 (2002 : RM109,000). 3. To re-elect Directors: In accordance with Article 98 of the Company's Articles of Association, Mr M Chareon Sae Tang @ Tan Whye Aun retires by rotation and, being eligible, offers himself for re-election. In accordance with Article 99 of the Company's Articles of Association, Y. Bhg. Datuk Emam Mohd Haniff bin Emam Mohd Hussain, who was appointed during the financial year retires and, being eligible, offers himself for re-election. 4. To consider and if thought fit, pass the following resolutions pursuant to Section 129(6) of the Companies Act, 1965 as ordinary resolutions: "THAT Y.M. Raja Zainal Abidin bin Raja Haji Tachik who retires pursuant to Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed a Director of the Company to hold office until the next annual general meeting." "THAT Mr Folk Fong Shing @ Kok Fong Hing who retires pursuant to Section 129(2) of the Companies Act, 1965 be and is hereby re- appointed a Director of the Company to hold office until the next annual general meeting." 5. To re-appoint Auditors to hold office until the conclusion of the next annual general meeting and to authorize the Directors to fix their remuneration. 6. Special Business To consider and if thought fit, pass the following resolutions as ordinary resolutions: 6.1 Authority to Directors to issue shares "THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of all relevant authorities being obtained, the Directors be and are hereby empowered to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next annual general meeting of the Company." 6.2 Proposed Shareholders' Mandate for Recurrent Related Party Transactions "THAT approval be given for the Company and its subsidiary companies to enter into the recurrent related party transactions of a revenue or trading nature which are necessary for its day- to-day operations as detailed in paragraph 3.3 (Recurrent Transactions) and with those related parties as detailed in paragraph 3.2 of the Circular to Shareholders of the Company dated 12 November 2003 subject to the following: i) the transactions are in the ordinary course of business and are on terms not more favorable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and ii) disclosure is made in the annual report of the breakdown of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year, amongst others, based on the following information: a) the type of Recurrent Transactions made; and b) the names of the related parties involved in each type of Recurrent Transactions made and their relationship with the Company; AND THAT authority conferred by this Ordinary Resolution shall continue to be in force until: i) the conclusion of the next annual general meeting of the Company at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) the expiration of the period within which the next annual general meeting after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or iii) revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier, AND THAT the Directors be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorized by this Ordinary Resolution." 7. To transact any other business for which due notice shall have been given. SASHIP HOLDINGS: KLSE Rejects Time Extension Application -------------------------------------------------------- Saship Holdings Berhad (Special Administrators Appointed) refers to the announcement dated 21October 2003 in relation to the De- Listing Procedures commenced against the Company. The Special Administrators of Saship wish to announce that the Kuala Lumpur Stock Exchange, on 11 November 2003, rejected the Company's application for an extension of time of two months until 31 December 2003 to submit the proposed regularization plans to the relevant authorities for approval. The Special Administrators intend to appeal the Exchange's decision. SIN HENG: Obtains MITI's Nod on Proposed Revised Scheme ------------------------------------------------------- Sin Heng Chan (Malaya) Berhad (Special Administrators Appointed) refers to the announcement made on behalf of the Special Administrators of SHCM (SA) on 8 October 2003 in relation to the Proposed Revised Scheme. On behalf of the SA, Southern Investment Bank Berhad is pleased to announce that the Ministry of International Trade and Industry (MITI), via its letter dated 11 November 2003, informed that it has noted and has no objection to the Proposed Revised Scheme. The Proposed Revised Scheme is still subject to, inter-alia, the following approvals being obtained from: (i) the Securities Commission; and (ii) the Foreign Investment Committee. The condition imposed by MITI by its earlier letter dated 19 November 2002 remains unchanged. SHCM is also required to inform the MITI after the completion of the Proposed Revised Scheme. SRI HARTAMAS: KLSE Grants Scheme Time Extension Requests -------------------------------------------------------- Further to the announcement dated 8 April 2003 and on behalf of Sri Hartamas Berhad (Special Administrators Appointed), Commerce International Merchant Bankers Berhad (CIMB) is pleased to announce that the Kuala Lumpur Stock Exchange (KLSE), via its letter dated 7 November 2003, granted its approval to Hartamas Group Berhad (HGB), for: (i) Shortening of the period of notice for the book closing date in respect of the proposed restricted renounceable rights issue by HGB from not less than twelve (12) market days as required under Paragraph 6.18 of the Listing Requirements of KLSE to five (5) market days; (ii) Shortening of the period of notice for the book closing date in respect of the proposed capital reduction by SHB from not less than twelve (12) market days as required under Paragraph 9.19(1) of the Listing Requirements of KLSE to five (5) market days; (iii) Exemption from the trading of the provisional allotment letter arising from the proposed restricted renounceable rights issue by HGB on the KLSE as stipulated in Appendix 6E of Chapter 6 of the Listing Requirements of KLSE; (iv) Shortening of the period between the book closing date and the closing date for receipt of application for and acceptance of new securities in respect of the proposed restricted renounceable rights issue by HGB from not less than twenty two (22) market days as required under Paragraph 6.20 of the Listing Requirements of KLSE to fourteen (14) market days; and (v) Extension of time of six (6) months from the date of listing of HGB on the KLSE for HGB to comply with the 25% public shareholding spread requirement pursuant to Paragraph 3.05(1) of the Listing Requirements of KLSE (Extension of Time). The application for the recognition of the ordinary shares of RM1.00 each in HGB (HGB Shares) held by the shareholders of HGB holding less than 100 HGB Shares as shares held by the public and be included in the computation of the public shareholding spread of HGB was not approved by the KLSE. The following conditions must be met in respect of the Extension of Time: (i) SHB/HGB must make an immediate announcement of the grant of the extension of time disclosing: (a) That an extension of time for compliance has been granted; (b) The duration of the extension (including when it will begin and when it will lapse); (c) Its plans to comply with the 25% public spread requirement within six (6) months from the date of listing of HGB including: * An explanation of the approvals required (if any) and whether such approvals have been obtained; and * If the approvals have not been obtained, an explanation of the tentative timeline for obtaining the approvals; and (d) Any conditions that have been imposed by the KLSE; (ii) HGB must make follow-up announcements on a bi-monthly basis and no later than 14 days from the expiry of the two (2)- month period. The announcements must state: (a) The status of its plan to meet the 25% public spread. In this respect, HGB must explain the progress it has made within the last two (2) months in relation to its plan to comply with the 25% public spread; (b) If no, an explanation of the reason as to the lack of progress; and (c) An explanation of any steps HGB has taken in respect of its lack of progress; and (iii) HGB procures an irrevocable undertaking letter from FACB Resorts Berhad (FACB) that FACB will place out the appropriate quantum of HGB Shares to rectify the shortfall in the public shareholding spread within six (6) months from the date of listing of HGB Shares on the KLSE. The details of the requirements of an announcement as stated in paragraph (i) above are set out herein. The duration of the extension of time for HGB to comply with the 25% public shareholding spread requirement as approved by the KLSE on 7 November 2003 and the Securities Commission (SC) on 3 April 2003, will be for a period of six (6) months from the date of listing and quotation for the HGB Shares on the KLSE, the exact date will only be determined at a later date. FACB will give an irrevocable undertaking to HGB that it will place out or dispose off such required number of HGB Shares held by it to rectify the shortfall in the 25% public shareholding spread within six (6) months from the date of listing of and quotation for the HGB Shares on the KLSE. To achieve the above objective, FACB is currently finalizing the terms of the appointment of a placement agent who will together with FACB procure to place out the required number of HGB Shares to public investors. The placement plans to place out or dispose off the HGB Shares are currently being finalized. Other than the approvals of the SC and KLSE, which have been received, the extension of time to comply with the 25% public shareholding spread requirement does not require the approvals of other authorities. Notwithstanding the above, SHB, FACB and HGB are currently in the midst of finalizing the necessary arrangements in order to enable SHB and HGB to implement the Proposed Scheme of Arrangement. TALAM CORP.: Posts Renounceable Rights Trading Relevant Date -------------------------------------------------------- Talam Corporation Berhad posted the Important Relevant Dates for Trading of Renounceable Offer for Sale (Offer for Sale) of the Rights to Allotment (RTA) of 591,867,978 Five (5)-Year 5% Irredeemable Convertible Preference Shares of RM0.10 each in Talam Corporation Berhad (Talam ICPS) by Kumpulan Europlus Berhad (KEB) to the Shareholders of KEB at an Offer Price of RM0.10 per Talam ICPS, payable in full upon acceptance, on the basis of 125 Talam ICPS for every 100 KEB shares held pursuant to the Rationalization of the Businesses of Talam and Europlus Berhad, including the Merger of their Property Related Businesses. Dispatch Date : 17/11/2003 Last date and time for: Date Time Sale of provisional allotment of rights 02/12/2003 at 05:00:00 PM Transfer of provisional allotment of rights 05/12/2003 at 04:00:00 PM Acceptance and payment : 15/12/2003 at 05:00:00 PM Excess share application and payment : 15/12/2003 at 05:00:00 PM Commencement Date : 19/11/2003 Cessation Date : 03/12/2003 Remarks: Barring unforeseen circumstances, the important relevant dates pertaining to the Offer for Sale are as stated above or such later day and time as the KEB Board may, in their absolute discretion, decide subject to the approval of the Kuala Lumpur Stock Exchange (KLSE), which will be duly announced on the KLSE. RTA of Talam ICPS not taken up will first be allotted to applicants applying for excess RTA of Talam ICPS and subsequently to Commerce International Merchant Bankers Berhad, as underwriter, if the RTA of Talam ICPS are not fully taken up by such applicants. TANJONG PUBLIC: Posts Principal Officer's Open Period Dealings -------------------------------------------------------------- Tanjong Public Limited Company wishes to announce that the Company has been notified of the following dealings by a Principal Officer of the Company pursuant to Paragraph 14.09 (a) of the KLSE Listing Requirements: 1. Notification on 11 November 2003 by Yin Yee Yuen: a. (i) That he has disposed in the open market of the KLSE 2,000 shares of 7.5 pence each in Tanjong representing 0.001% of the issued share capital of Tanjong as at the date of the transaction; (ii) Date of transaction - 10 November 2003; (iii) Transaction price - RM10.90 per share of 7.5 pence b. (i) That he has disposed in the open market of the KLSE 3,000 shares of 7.5 pence each in Tanjong representing 0.001% of the issued share capital of Tanjong as at the date of the transaction; (ii) Date of transaction - 10 November 2003; (iii) Transaction price - RM11.00 per share of 7.5 pence COMPANY PROFILE The principal activity of Tanjong is investment holding whilst the principal activities of its subsidiaries consist of the numbers forecast and racing totalizator businesses in Malaysia, power generation and property investment and the import, bottling, sale and distribution of liquefied petroleum gas in the People's Republic of China. The Group has a JV in a film exhibition business and an associate which leases facilities for online lottery operation. Tanjong's subsidiary, Powertek Bhd, which is involved in power generation, is also listed on KLSE. The Group's property investment business comprises a tenancy agreement with reputable clients at Menara Maxis. Currently the owner and operator of two power plants in Teluk Gong and Tanjong Kling, Malacca, the Company was granted the approval from Malaysia's Economic Planning Unit in July 2000 to construct a third plant located adjacent to its Teluk Gong plant. Completion is expected by March 2002. This will increase the total generating capacity of Powertek to 1,490 MW. On 17 July 2001 the SC approved a proposed redeemable bonds issue by Powertek of up to RM350m nominal value of bonds and a commercial papers (CP)/medium term notes (MTN) programmed of up to RM250m nominal value. Bonds amounting to RM350m nominal value have been issued at par on 30 August 2001 whilst the CP/MTN programmed remains un-issued. Proceeds of RM350m from the bonds have been advanced to Powertek's wholly-owned subsidiary, Panglima Power Sdn Bhd, to part finance construction and development of the third (720 MW) combined cycle power plant. CONTACT INFORMATION: Principal Office in Malaysia Level 30, Menara Maxis Kuala Lumpur City Center 50088 Kuala Lumpur Tel : 03-23813388 Fax : 03-23813399 TECHNO ASIA: 3.70M Pilecon Shares Set-Off, Transfer Completed ------------------------------------------------------------- Techno Asia Holdings Berhad (Special Administrators (SA) Appointed) refers to the announcement on 18 August 2003 in relation to the Set-Off and Transfer of 3.70 million Pilecon Engineering Berhad (Pilecon) Shares owned by TAHB to the Secured Creditor, namely CMS Mezzanine Sdn Bhd, at a Transfer Value of approximately RM1.3 million (Set-Off and Transfer of 3.70 million Pilecon Shares). AmMerchant Bank Berhad, on behalf of TAHB, wishes to announce that the Set-Off and Transfer of 3.70 million Pilecon Shares has been completed on 7 November 2003, as confirmed by the transaction lawyer on 12 November 2003. ===================== P H I L I P P I N E S ===================== ABS-CBN BROADCASTING: Defer Notes Issuance ------------------------------------------ ABS-CBN Broadcasting Corporation will defer its planned offering of senior secured notes due to poor market conditions, according to Reuters. ABS-CBN, a unit of conglomerate Benpres Holdings Corporation, said last month it hoped to raise US$150 million from the deal to repay existing debts and finance more investment in cable television operations. The Company's long-term debt as of end September was 3.856 billion pesos while bank loans were at 228 million pesos. MANILA ELECTRIC: Resumes Talks With First Gas Power --------------------------------------------------- The Manila Electric Co. (Meralco) will continue negotiations with sister Company First Gas Power Corporation to resolve amendments to power contracts, Business World reports. First Gas, is controlled by the Lopezes, the same group which controls Meralco. The group has not budged in similar negotiations with Meralco. First Gas is a unit of First Gas Holding Corp., a joint venture between British Gas, First Philippine Holdings and the Meralco Pension Fund. NATIONAL STEEL: Rehabilitation May Start March Next Year -------------------------------------------------------- The rehabilitation of the National Steel Corporation (NSC) could possibly start by March 2004, if negotiations with Global Infrastructure Holdings Ltd. (GIHL) push through, the Philippine Star reported on Thursday, citing Trade and Industry Secretary Manuel Roxas II. GIHL has offered to lease - with option to purchase - the steel firm in Iligan City, Davao. The creditor bank group led by the Philippine National Bank aims to provide a 90-day period during which they would negotiate with GIHL and discuss the terms of the sale. PHILIPPINE TELEGRAPH: ASM Set November 28 ----------------------------------------- Further to Circular for Brokers No. 3401-2003 dated October 24, 2003, Philippine Telegraph and Telephone Corporation (PTT) furnished the Philippine Stock Exchange a copy of its SEC Form 17-IS (Definitive Information Statement) in connection with its Annual Stockholders' Meeting which will be held on November 28, 2003, at 3 P.M. at the 4th Floor, Amorsolo Grand Ballroom, Holiday Inn Galleria Manila, Ortigas Center, Pasig City. As previously announced, "for the purposes of the meeting, the close of business on 24 October 2003 has been fixed as the record date for the determination of the stockholders entitled to notice and to vote thereat." For a copy of the Agenda for the said meeting, go to http://www.pse.org.ph/html/disclosure/pdf/dc2003_3596_PTT.pdf TG BANK: Issues Notice to Creditors ----------------------------------- Starting October 24, 2003, the Philippine Deposit Insurance Corporation (PDIC) thru its duly authorized representatives shall receive claims for insured deposits maintained with the closed TG Bank (Rural Bank of San Pablo City, Inc.). Depositors are requested to proceed directly to the premises of the said closed bank from October 24 to November 18, 2003, to file claims for insured deposits. PDIC representatives are stationed at the premises of the closed bank on the above-cited dates to accept claims and entertain queries of depositors during office hours, Monday to Friday. After these dates, all depositors can file their claims personally at the PDIC Office from Monday to Friday, 8 A.M. to 5 P.M., or by mail, addressed to: The Manager Claims Processing Department Philippine Deposit Insurance Corporation 2228 Chino Roces Avenue 1231 Makati City Depositors are advised to present the following requirements to the PDIC representatives when filing their claims: a. Original evidence of deposit such as Savings Passbook and/or Bank Statement and/or Certificate of Time Deposits. b. Latest identification documents (ID) bearing the depositor's signature. Other documents maybe required by the PDIC representatives in the course of their processing of claims filed. 4. Pursuant to the provision of R.A. 3591, as amended, the prescriptive date (last day) for filing of claims for insured deposits in the closed TG Bank (Rural Bank of San Pablo City, Inc.) is on March 26, 2005. After March 26, 2005, PDIC as insurer, shall no longer accept any claim for insured deposits maintained with the said closed bank. ================= S I N G A P O R E ================= CHARTERED SEMICONDUCTOR: Post Changes in Director's Interest ------------------------------------------------------------ Following is a notice of changes in Director's Shareholding filed by Chartered Semiconductor Manufacturing Ltd. with the Singapore Stock Exchange: Name of director: Andre Borrel Date of notice to Company: 12 Nov 2003 Date of change of interest: 11 Nov 2003 Name of registered holder: Andre Borrel Circumstance(s) giving rise to the interest: Exercise of share options/convertibles Information relating to shares held in the name of the registered holder: No. of shares which are the subject of the transaction: 16,748 % of issued share capital: 0.00067 Amount of consideration (excluding brokerage and stamp duties) per share paid or received: S$0.86 No. of shares held before the transaction: 19,312 % of issued share capital: 0.00077 No. of shares held after the transaction: 36,060 % of issued share capital: 0.0014 Holdings of Director including direct and deemed interest Deemed Direct Shares held before: 0 19,312 % of issued share Capital:0 0.00077 Shares held after: 0 36,060 % of issued share Capital:0 0.0014 Total Shares: 0 36,060 Amount of consideration is denominated in Singapore dollars unless otherwise noted. FORD REALTY: Petition to Wind Up Pending ---------------------------------------- The petition to wind up Ford Realty Private Limited is set for hearing before the High Court of the Republic of Singapore on November 21, 2003 at 10 o'clock in the morning. P.T. Bank Negara Indonesia, a creditor, whose address is situated at No. 158 Cecil Street, #03-00 Dapenso Building, Singapore 069545, filed the petition with the court on October 29, 2003. The petitioners' solicitors are Messrs Tan Rajah & Cheah of Straits Trading Building, 9 Battery Road #15-00, and Singapore 049910. Any person who intends to appear on the hearing of the petition must serve on or send by post to Messrs Tan Rajah & Chea a notice in writing not later than twelve o'clock noon of the 20th day of November 2003 (the day before the day appointed for the hearing of the Petition). GIVING TREE: Issues Dividend Notice ----------------------------------- The Giving Tree Pte Ltd. (In Creditors' Voluntary Liquidation) issued a notice of intended preferential dividend as follows: Address of former registered office: 10 Anson Road #21-02 International Plaza Singapore 079903. Last day for receiving proofs: 22nd November 2003. Name of liquidators: Chee Yoh Chuang & Lim Lee Meng. Address of liquidators: c/o 18 Cross Street #08-01 Marsh & McLennan Centre Singapore 048423. Dated this 7th day of November 2003. CHEE YOH CHUANG LIM LEE MENG Liquidators. HUA KOK: Schedules AGM on November 28 ------------------------------------- Notice is hereby given that the Fifth Annual General Meeting (AGM) of Hua Kok International Ltd will be held at 32 Sungei Kadut Way, Singapore 728787 on Friday, the 28th day of November 2003 at 3 P.M. for the following purposes: As Ordinary Business 1. To receive and adopt the Directors' Report and Audited Accounts for the financial year ended 30 June 2003, together with the Auditors' Report thereon. (Resolution 1) 2(i) To re-elect Mr Tan Teck Gee, a Director retiring under Article 91 of the Articles of Association. (Resolution 2) 2(ii) To re-elect Mr Lin Yin Mew @ Paul, a Director retiring under Article 97 of the Articles of Association. (Resolution 3) 2(iii) To re-elect Mr Lim Hui Min John, a Director retiring under Article 97 of the Articles of Association. Note: Mr Lim Hui Min John, an independent director, when re- elected, will remain as a member of the Audit Committee. (Resolution 4) 2(iv) To re-elect Mr Lin Sin Hoe, a Director retiring under Article 97 of the Articles of Association. Note: Mr Lin Sin Hoe, an independent director, when re-elected, will remain as a member of the Audit Committee. (Resolution 5) 2(v) To re-elect Mr Tham Wai Mun Raphael, a Director retiring under Article 97 of the Articles of Association. (Resolution 6) 2(vi) To re-elect Mr Seah Chin Yew, a Director retiring under Article 97 of the Articles of Association. (Resolution 7) 2(vii) To re-elect Dr Teh Ban Lian, a Director retiring under Article 97 of the Articles of Association. Note: Dr Teh Ban Lian, an independent director, when re-elected, will remain as a member of the Audit Committee. (Resolution 8) 3. To approve the payment of Directors' fees of S$37,500 for the financial year ended 30 June 2003. (Resolution 9) 4. To re-appoint Messrs Ernst & Young as auditors of the Company and to authorize the Directors to fix their remuneration. (Resolution 10) 5. To transact any other business that may be transacted at an Annual General Meeting. As Special Business 6. To consider and if thought fit, to pass with or without amendment, the following resolutions as Ordinary Resolution: That pursuant to Section 161 of the Companies Act, Chapter 50 and the Listing Manual of the Singapore Exchange Securities Trading Limited (SGX-ST), authority be and is hereby given to the Directors to: I) i) issue shares in the capital of the Company (shares) (whether by way of rights, bonus or otherwise); and/or ii) (that subject to and contingent upon the passing of a Special Resolution (referred to in the Circular dated on or about 5 November 2003 in relation to, inter alia, the proposed alterations to the Articles of Association of the Company) at an extraordinary general meeting of the Company to be held on Friday, 28 November 2003), make or grant offers, agreements or options (collectively, "Instruments") that might or would require shares to be issued, including but not limited to the creation and issue of warrants, debentures or other instruments convertible or exchangeable into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and II) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that : 1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution but excluding shares which may be issued pursuant to any adjustments effected under any relevant Instrument), does not exceed 50 per cent. of the issued share capital of the Company (as calculated in accordance with sub-paragraph 2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution but excluding shares which may be issued pursuant to any adjustments effected under any relevant Instrument) does not exceed 20 per cent. of the issued share capital of the Company (as calculated in accordance with sub-paragraph 2) below); 2) for the purpose of determining the aggregate number of shares that may be issued under sub- paragraph 1) above: i) the percentage of issued share capital shall be calculated based on the issued share capital of the Company as at the date of the passing of this Resolution after adjusting for: (aa) new shares arising from the conversion or exercise of any convertible securities and share options that have been issued pursuant to any previous shareholder approval and which are outstanding as at the date of the passing of this Resolution; and (bb) any subsequent consolidation or subdivision of shares; and ii) in relation to an Instrument, the number of shares shall be taken to be that number as would have been issued had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument; 3) in exercising the power to make or grant Instruments (including the making of any adjustments under any relevant Instrument), the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and 4) (unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. [See Explanatory Note] (Resolution 11) Explanatory Notes: Resolution 11, if passed, will empower the Directors to issue shares in the capital of the Company and/or Instruments (as defined above). The aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution but excluding shares which may be issued pursuant to any adjustments effected under any relevant Instrument) shall not exceed 50 per cent. of the issued share capital of the Company, with a sub-limit of 20 per cent. for shares issued other than on a pro rata basis (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution but excluding shares which may be issued pursuant to any adjustments effected under any relevant Instrument) to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued share capital will be calculated based on the issued share capital of the Company as at the date of the passing of this Resolution after adjusting for: a) new shares arising from the conversion or exercise of convertible securities and share options that have been issued pursuant to any previous shareholder approval and which are outstanding as at the date of the passing of this Resolution; and b) any subsequent consolidation or subdivision of shares. This calculation is in accordance with Rule 806(3) of the Listing Manual of the Singapore Exchange Securities Trading Limited. The authority will continue in force until the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier, unless previously revoked or varied at a general meeting. Notes: 1. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint one or two proxies to attend and vote instead of him/her/it. A proxy need not be a Member of the Company. 2. If the appointer is a corporation, the instrument appointing a proxy or proxies must be executed under seal or the hand of its duly authorized officer or attorney. 3. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at 32 Sungei Kadut Way, Singapore 728787 not less than 48 hours before the time for holding the AGM. Hua Kok International Limited posted a net loss of S$12.97 in the year ending June 30, versus a loss of S$12.51 a year earlier, TCR-AP reported recently. MARITIME HOLDINGS: Issues Debt Claim Notice to Creditors -------------------------------------------------------- Notice is hereby given that the creditors of Maritime Holdings Limited (In Members' Voluntary Liquidation), which is being wound up voluntarily, are required on or before the 8th day of December 2003 to send in their names and addresses, with particulars of their debts or claims and the names and addresses of their solicitors (if any) to the undersigned, the Liquidator of the said Company, and, if so required by notice in writing from the said Liquidator, are by their solicitors, or personally, to come in and prove their said debts or claims at such time and place as shall be specified in such notice or in default thereof they will be excluded from the benefit of any distribution made before such debts are proved. Dated this 7th day of November 2003. RAMASAMY SUBRAMANIAM IYER Liquidator. c/o 8 Cross Street #17-00 PWC Building Singapore 048424. MARITIME (PRIVATE): Creditors Must Submit Claims by December 8 -------------------------------------------------------------- Notice is hereby given that the creditors of Maritime (PRIVATE) LTD (In Members' Voluntary Liquidation), which is being wound up voluntarily, are required on or before the 8th day of December 2003 to send in their names and addresses, with particulars of their debts or claims and the names and addresses of their solicitors (if any) to the undersigned, the Liquidator of the said Company, and, if so required by notice in writing from the said Liquidator, are by their solicitors, or personally, to come in and prove their said debts or claims at such time and place as shall be specified in such notice or in default thereof they will be excluded from the benefit of any distribution made before such debts are proved. Dated this 7th day of November 2003. RAMASAMY SUBRAMANIAM IYER Liquidator. c/o 8 Cross Street #17-00 PWC Building Singapore 048424. NEPTUNE ORIENT: SGX-ST OKs Listing of Shares -------------------------------------------- Further to the announcements of 10 and 11 November 2003 on the above, and in connection with the proposed issue and allotment (the Subscription) of 236 million new ordinary shares of S$1.00 par value each (the Subscription Shares) in the capital of Neptune Orient Lines Limited, the Company announced that the Singapore Exchange Securities Trading Limited (the SGX-ST) has granted approval in-principle for the listing and quotation of the Subscription Shares subject to the following conditions: 1) Confirmation by the Company and Credit Suisse First Boston (the Placement Agent) that the 236 million ordinary shares of the Company borrowed from Temasek Holdings (Private) Limited will not be placed to any persons prohibited under Rule 812(1); 2) Undertaking from the Company to announce the borrowing fee payable to Temasek Holdings (Private) Limited, including the basis of arriving at the fee payable, as soon as practicable; and 3) Undertaking from the Company to: (a) Make periodic announcements on the utilization of the placement proceeds as and when the fund from the placement are materially disbursed; and (b) Provide status report on the use of the placement proceeds in the annual report. The SGX-ST's in-principle approval is not an indication of the merits of the Subscription, the Company or the Subscription Shares. OCEANIC FATS: Issues Winding Up Order Notice -------------------------------------------- Oceanic Fats & Oils (S) Pte Ltd issued a notice of winding up order made on the 31st day of October 2003. Name and address of Liquidator: Mr Yin Kum Choy Messrs K C Yin & Co 100 Tras Street #16-01 Amara Corporate Tower Singapore 079027. Messrs MOK & TAN Solicitors for the Petitioners. PARKWAY HOLDINGS: Dissolves UK Subsidiaries ------------------------------------------- The Board of Directors of Parkway Holdings Limited announced that the following companies: Subsidiaries 1. Nutpine Properties Limited 2. Saltplains Limited Associated Companies 1. Blendkirk Limited 2. Validhill Limited 3. Avidcrown Limited 4. Fifteen Upper Grosvenor Street Limited All incorporated in the United Kingdom, have completed their divestments of all their assets and properties this year. As such, the Associated Companies have been dissolved. The subsidiaries will be dissolved by early next year. TELEGLOBE SINGAPORE: Releases Dividend Notice --------------------------------------------- Teleglobe Singapore Pte Ltd (In Creditors' Voluntary Liquidation) issued a notice of intention to declare dividend as follows: Address of Registered Office: c/o Tay Swee Sze & Associates 30 Robinson Road #04-01 Robinson Towers Singapore 048546. Last day for Receiving Proofs: 24th November 2003. Names of Liquidators: Tay Swee Sze. Addresses of Liquidators: c/o Tay Swee Sze & Associates 30 Robinson Road #04-01 Robinson Towers Singapore 048546. Dated this 7th day of November 2003. TAY SWEE SZE Liquidator. =============== T H A I L A N D =============== CIVILIZE MANSION: Files Business Reorganization Petition -------------------------------------------------------- The Petition for Business Reorganization of Civilize Mansion Company Limited (DEBTOR), engaged in real estate, was filed to the Central Bankruptcy Court: Black Case Number 100/2546 Red Case Number 372/2546 Petitioner: SYP SUPPLIES COMPANY LIMITED No.1 YSP CON COMPANY LIMITED No.2 Debts Owed to the Petitioning Creditor: Bt165,075,383.86 Date of Court Acceptance of the Petition: January 21, 2003 Date of Examining the Petition: March 17, 2003 at 9.30 A.M. Court Order for Business Reorganization and Appointment Debtor's Company to be Temporary Administrator on March 17, 2003 Appointment date for the Meeting of Creditors to elect a Planner on June 2, 2003, at 9:30 am. ,at Convention Room 1103 ,at Bangkok-Insurance Building, 11th floor, South Sathorn Road The Meeting of Creditors hadn't nominated the planner, Official Receiver reported to court and waiting for the court order Court had issued an Order Cancelled the Order for Business Reorganization since July 28, 2003 Announcement of Court Order Cancelled the Order for Business Reorganization : in Matichon Public Company Limited and Siam Rath Company Limited: August 25, 2003 Announcement of Court Order Cancelled the Order for Business Reorganization in Government Gazette: September 18, 2003 Contact: Mrs. Umaporn Tel, 6792525 ext 142 KRISADA MAHANAKORN: Discloses BOD Meeting No. 8/2003 Resolutions ---------------------------------------------------------------- Krisda Mahanakorn Public Company Limited reported the resolutions of the Board of Directors No. 8/2003, held on November 11, 2003 in respect to a capital increase and share allotment as follows: 1. Capital Increase The meeting of the Board of Directors passed a resolution approving the increase of a registered capital of the Company from Bt8,315,569,580to Bt12,119,116,080by means of the issuance of 380,354,650new ordinary shares with a par value of Bt10 each, totaling Bt3,803,546,500. 2. Allotment of new shares 2.1 The meeting of the Board of Directors passed a resolution approving the allotment of 380,354,650ordinary shares with a par value of Bt10 each. 2.2 The Company's plan in case where there is a fraction of shares remaining -None- 2.3 The number of shares remaining from the allotment is -None- 3. Schedule for shareholders meeting to approve the capital increase/allotment The Extraordinary General Meeting of Shareholders No.1/2004 is schedule to be held on January 6, 2004 at10.00 Am at placement later. The share register will be closed for share transfer in order to determine the right to attend this meeting from December 16, 2003 at 12.00 hours, until the meeting has been duly convened and the book closing date for share and warrants subscription shall be on January 14, 2004 at 12.00 hours. 4. Approval of the capital increase/share allotment by relevant governmental agency and condition thereto (if any) The allotment of warrants to existing shareholders require the submission of application for approval of an offer of newly issued warrants and newly issued shares reserved for the exercise of warrants, the filing and draft prospectus to the Office of the Securities and Exchange Commission (the SEC) after the Extraordinary General Meeting of Shareholders No1/2004 approves the issuance and offering of warrants. Thus, the offering of warrants will be carried out after the Company obtains the approval from the SEC and the filing and draft prospectus become effective. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase To be used as working capital. 6. Benefits which the Company will receive from the capital increase/share allotment The Company will have enough capital to invest in new projects and to enhance its capability to increase future revenues. 7. Benefits which the shareholders will receive from the capital increase/share allotment 7.1 The Company has a policy to pay dividends at 50% of the net profit after taxes, or as it may deem appropriate, except in cases where there are other necessities and such payments would significantly affect the normal operations of the Company. 7.2 The warrant holders who exercise their right to purchase the Company's shares will be entitled to receive dividend from the year that the exercise occurred. 8. Other details necessary for shareholders to approve the capital increase/share allotment -None- 9. Schedule of action where the Board of Directors of the Company passed a resolution approving the capital increase or allotment of new shares Process Date 1. The closing date of the share register December 16, 2003 book for determining the right to attend the Extraordinary General Meeting of Shareholders No. 1/2004. 2. The Extraordinary General Meeting of January 6, 2004 Shareholders No. 1/2004 to approve the capital increase, share allotment and the issuance of warrants. 3. The closing date of the share January 14, 2004 register book for determining the right of the and the book closing date for share and warrants subscription KRISDA MAHANAKORN Clarifies Q303 Net Profit Increase -------------------------------------------------------- Krisda Mahanakorn Public Co., Ltd. clarified the operations for the period ended September 30, 2003 which presented net profit amounted to Bt112 million, compared with the operation for the prior period which presented net loss amounted to Bt59 million. The increased net profit amount of more than 20% resulted from the increasing KMC's revenue from sale of property and construction. The Company's reviewed quarterly financial statements: Ending September 30, (In thousands) Quarter 3 For 9 Months Year 2003 2002 2003 2002 Net profit (loss) 111,795 (58,754) 777,939 (140,418) EPS (baht) 0.45 (0.33) 3.19 (0.83) NAKORNTHAI STRIP: Analysts Meeting Set Today -------------------------------------------- Pursuant to the approval of trading resumption of Nakornthai Strip Mill Public Company Limited (NSM) shares along with Public Offering share on November 18, 2003. Maharaj Planner Company Limited, in the capacity of the Plan Administrator of NSM, invited all analysts to attend a meeting on November 14, 2003 at 9:30 am., Room No. 303, 3rd Floor, The Stock Exchange of Thailand Building. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Total Shareholders Total Equity Assets Company Ticker ($MM) ($MM) ------- ------ ------------ ------- CHINA & HONG KONG ----------------- Guangdong Sunrise Holdings Co., Ltd. 000030 (184.24) 23.04 Jinan Qingi Motorcyle Co., Ltd. 600698 (193.08) 113.96 Shenzhen China Bicycles Co., Ltd. 000017 (239.91) 60.39 Shenzhen Great Ocean Shipping Co., Ltd. 200057 (10.87) 11.27 Shenzhen Petrochemical Industry Group Co., Ltd. 000013 (243.36) 89.48 INDONESIA --------- PT Lippo Securities Tbk LPPS (3.62) 14.26 PT Mulia Industrindo Tbk MLIA (118.23) 479.02 Smart Tbk SMAR (37.38) 398.89 MALAYSIA -------- CSM Corporation Bhd CSMB (8.40) 41.55 Faber Group Bhd FBMS (7.16) 504.98 Kemayan Corp Bhd KOPS (289.67) 114.38 MBf Corp Bhd MBFS (516.81) 189.99 Panglobal Bhd PGL0 (41.07) 187.79 Promet Bhd PMPT (174.45) 50.49 Saship Holdings Bhd SASH (168.88) 136.30 Sri Hartamas Bhd SRIH (118.91) 99.76 Tongkah Holdings Bhd TKHS (78.01) 112.62 Uniphoenix Corporation Bhd UNI (145.25) 33.34 PHILIPPINES ----------- Pilipino Telephone Co PNOTF (356.17) 122.97 SINGAPORE --------- Pacific Century Regional Developments Ltd PCEN (931.65) 7369.85 THAILAND -------- Datamat PCL DTM (9.53) 13.66 Krisda Mahanakorn PCL KMC (64.17) 266.88 National Fertilizer PCL NFC (30.82) 297.40 Siam Agro-Industry Pineapple And Others PCL SAIC (13.88) 14.02 Thai Nam Plastic PCL TNPC (2.00) 24.33 Tuntex (Thailand) PCL TUN (26.82) 381.43 Each Friday edition of the Troubled Company Reporter - Asia Pacific contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. 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., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Lyndsey Resnick, Mavy Nineza-Merlin, Ma. Cristina Pernites-Lao, Editors. Copyright 2003. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***