/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/040116.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, January 16, 2004, Vol. 7, No. 11 Headlines A U S T R A L I A ADECCO SA: Belies Speculations about U.S. Accounting Fraud CORRPRO COMPANIES: 18 Counts of Fraud Filed v. Former Executive PARMALAT GROUP: Australian Unit Claims it is a Viable Business SANTOS LIMITED: Moomba Fire Continues to Scare Investors SOUTHCORP LIMITED: Sticks to September Earnings Guidance C H I N A & H O N G K O N G IVY STAR: HK High Court to Hear Winding up Petition February 4 KIND JOYCE: Faces Winding up Petition Before HK High Court WAH FUNG: Winding up Hearing Set February 25 I N D O N E S I A BAKRIE NIRWANA: IBRA Rejects Latest Offers; to Hold New Auction J A P A N ASHIKAGA BANK: Former Chief Slams Accounting Firm ASHIKAGA BANK: Auditor Denies Wrongdoing DAIDO KENSETSU: Construction Firm Enters Rehabilitation KOBE STEEL: Issues US$282M in Convertible Bonds MITSUBISHI MOTORS: Offers No Comment on Capital Increase Report MITSUBISHI MOTORS: May Sell 42% Stake in Fuso MITSUBISHI MOTOR: Unit Aims to Pay US$1.3B Debt by 2006 K O R E A DAEWOO ENGINEERING: KAMCO Set to Auction Firm LG CARD: LG Investment Accuses Shareholders of Insider Trading LG CARD: Shareholders Face Substantial Losses SK GLOBAL: Japanese Customers Acquire SK Shares for $24 Million SK GLOBAL: Sovereign Asset Transfers 14.99% Stake to Units SK GROUP: Delays Walkerhill Hotel Sale Until May or June SSANGYONG MOTOR: Resumes Operation After Strike * Card Woes Threaten Korean Banks' Credit Quality, Says S&P M A L A Y S I A GEAHIN ENGINEERING: Issues Restructuring Scheme Update GEAHIN ENGINEERING: Extends Restructuring Scheme to September KSU HOLDINGS: Court Extends Tenure of Receiver/Manager LION CORPORATION: Bondholders Agree to Deferral of Payments SRIWANI HOLDINGS: Completes Investigative Audit WAH SEONG: New Shares' Listing Granted for Next Week P H I L I P P I N E S FORTUNE CEMENT: Seeks Fine Waiver on Finance Results MANILA ELECTRIC COMPANY: Court Issues Resolution on Petition MANILA ELECTRIC: Vows to Comply With Rate Hike Ruling MANILA ELECTRIC: Shares Down 16% Thursday After Court Ruling NATIONAL BANK: Appoints New Controller NATIONAL STEEL: LNM Warns GIHL Takeover PHILIPPINE AIRLINES: Expects US$14.4M Losses Until March PILIPINO TELEPHONE: Unveils January 14 Meeting Resolutions UNIVERSAL RIGHTFIELD: Gets Php150M Funding if Court OKs Rehab S I N G A P O R E CHARTERED SEMICONDUCTOR: Enters Alliance With IBM C.K. TANG: Court Meeting Set for February 9 FALCON PILING: Issues Judicial Management Order Notice FHTK HOLDINGS: Posts Changes in Shareholder's Interest G3BONDSINASIA PTE: Issues Debt Claim Notice to Creditors MAKANSUTRA MEDIA: Creditors Must Submit Claims by February 9 SINGAPORE TELECOMMUNICATIONS: Unit Appoints liquidator T H A I L A N D ADVANCE PAINT: Paid-up Capital Rises CAPETRONIC INTERNATIONAL: Details Latest Exercise of Warrants DATAMAT PUBLIC: Unit Shares Start MESDAQ Trading EMC PUBLIC: Submits Progress Report to SET EMC PUBLIC: Posts Details of Capital Increase THAI HEAT: Posts Latest Update on Debt-to-equity Conversion TONGKAH HABOUR: SET OKs Trading of Securities TRAFFIC CORNER: To Trade New Shares Today * Large Companies with Insolvent Balance Sheets - - - - - - - - ================= A U S T R A L I A ================= ADECCO SA: Belies Speculations about U.S. Accounting Fraud ---------------------------------------------------------- Leading employment-services firm, Adecco S.A., clarified Wednesday that the delay of its financial report is not due in any way to an accounting irregularity, as has been circulated by the press lately. In a statement released to the Swiss market, Chief Financial Officer Felix Weber said reports suggesting that the group had discovered accounting irregularities at the U.S. unit are false and baseless. He regretted that analysts and investors appeared to have misinterpreted the phrase "possible accounting issues," which was cited as the reason for the delay. "It doesn't mean you have irregularities but that the control environment is not so good," The New York Times quoted Mr. Weber as saying. "It's not a question of mistakes but a question of judgment," he added, speaking from the corporate headquarters in Wallisellen outside Zurich. "We wanted a delay due to a change of audit approach and due to material weaknesses identified. Because of this, we have ordered an audit and review of compliance in other markets. We do not feel comfortable that we can rely on the control environment in the USA," he said. He also denied the so-called accounting issues were related to an incident two years ago, when analysts said the company appeared to have overstated profits. Formed in 1996 when Adia of Switzerland was merged with Ecco of France, Adecco acquired Olsten in the U.S. in 2000 for US$1.6 billion cash and stock transaction. Arthur Andersen, which collapsed in the wake of the Enron accounting scandal, audited Adecco's books until 2001. Ernst & Young assumed this role in 2002 and gave Adecco a clean opinion, adding the books had complied with U.S. accounting rules. Ernst & Young will conduct the re-audit in New York. Adecco has US$2 billion ($2.57 billion) in bonds on issue and runs 50 offices worldwide. It employs 500 in Australia, according to the Sydney Morning Herald. CORRPRO COMPANIES: 18 Counts of Fraud Filed v. Former Executive --------------------------------------------------------------- Gregory John Waring, the former Managing Director of Corrpro Companies Australia Pty Ltd, has appeared in the Melbourne Magistrates Court on charges brought by the Australian Securities and Investments Commission (ASIC). Mr. Waring, of Taylors Lakes, Victoria, faces eighteen charges under the Crimes Act and seven charges under the Corporations Act. The charges were laid following an ASIC investigation into the conduct of Mr. Waring as Managing Director of Corrpro Companies Australia Pty Ltd (Corrpro Australia). ASIC alleges that Mr. Waring falsified the accounts of Corrpro Australia, a subsidiary of the United States based Corrpro Companies Inc. ASIC further alleges that Mr. Waring provided false information to Corrpro Australia's auditors, obtained financial advantage by deception by using the falsified accounts to obtain a line of credit from the Bank of Melbourne, and improperly used his position as Managing Director. Mr. Waring did not enter pleas and will appear again on March 9, 2004. The Commonwealth Director of Public Prosecutions is prosecuting the matter. ASIC acknowledges the assistance of the United States Securities and Exchange Commission during the course of its investigation. PARMALAT GROUP: Australian Unit Claims it is a Viable Business -------------------------------------------------------------- Parmalat Australia Ltd. says that it remains a sound, viable business and operates independently from its scandal-burdened parent. Importantly, the Australian business does not require support from its parent for day-to-day operations. The trading results for Parmalat Australia, formerly Pauls Limited, indicate a strong, viable business, according to Managing Director David Lord. In a recent press release, Mr. Lord explained that Parmalat Australia's operations have been profitable and cash flow positive. This is expected to continue. "All trading is conducted through this entity," he explained. The 2002 statutory accounts of Parmalat Australia -- publicly available from ASIC -- clearly show EBIT of A$18.2 million and that the Company generated more than A$25.0 million of cash from operations after capital expenditure. Recent media reports refer to the local non-trading Australian holding Company, Parmalat Pacific Holdings Pty Ltd -- formerly Parmalat Australia Pty Ltd -- the results of which, since 1998 reflect holding costs associated with the original acquisition of Pauls Limited, including the write-off of goodwill on acquisition. A significant proportion of these expenses are non-cash items as evidenced in the Statement of Cash Flows in the accounts of the holding Company and, hence, have no cash impact on the total Australian operations. In Australia, Parmalat operations in 2003 continued to generate solid EBIT growth and also growth in free cash generation. Parmalat Australia's 2003 results continue to show a significant improvement in operational performance and this will be evidenced in the audited 2003 accounts. "For Parmalat Australia, it's business as usual despite developments involving its parent Company in Italy. We operate as an independent entity and with the ongoing support of all stakeholders, including customers, employees, farmers, banks and suppliers, we will continue to build on our success," Mr. Lord said. Parmalat Australia employs over 1,500 people across Australia. It purchases more than 600,000,000 liters of milk from farmers and cooperatives each year. (Parmalat Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) SANTOS LIMITED: Moomba Fire Continues to Scare Investors -------------------------------------------------------- News that the Bayu-Undan gas project of Santos Limited will begin production in April failed to excite investors Thursday, according to the Sydney Morning Herald. Santos shares closed 2 cents lower at AU$6.32, the paper said. Since the New Year's Day fire at the company's Moomba gas plant, Santos shares have lost 8 percent of its value. On Thursday, Santos boasted that the first stage of the US$3.3 billion Bayu-Undan project in the Timor Sea was on schedule after successfully opening two wells for production. "Bayu-Undan remains on schedule for first liquids production in April 2004... this latest achievement gives us increased confidence we will deliver commercial liquids production," The Sydney Morning Herald quoted Santos managing director, Ellice- Flint, as saying. SOUTHCORP LIMITED: Sticks to September Earnings Guidance -------------------------------------------------------- Southcorp Limited maintained Thursday its earnings guidance for the year ending June 30, 2004 despite the downgrade made by several investment banks on their forecast for the troubled winemaker. On Wednesday, JP Morgan and UBS cut their respective earnings forecast for 2004 and 2005; the former seeing as much as 22% slide in net profit. JP Morgan believes the strengthening of the Australian dollar is working against Southcorp's rehab plans because it makes its products more expensive for overseas buyers, particularly those in the United States. UBS, on the other hand, said the winemaker cannot afford any reduction in margins as this would make it more difficult to "reinvest in the [wine] industry and achieve acceptable returns." It cut its 2004 profit forecasts by 1 percent to AU$96.9 million and 2005 result by 6 percent to AU$109 million, TCR-Asia Pacific said yesterday. In September, Southcorp forecasted flat sales and volumes, margin growth of three to four percentage points and overall improvement in profit. The company yesterday said it is sticking with this guidance. ============================ C H I N A & H O N G K O N G ============================ IVY STAR: HK High Court to Hear Winding up Petition February 4 -------------------------------------------------------------- The High Court of Hong Kong will hear on February 4, 2004 at 10 A.M. the petition seeking the winding up of Ivy Star Limited. Tang Kwong Cheung Benny of Flat E, 17/F., Ko Fung Court, Harbour Heights, No. 5 Fook Yum Road, North Point, Hong Kong filed the petition on December 1, 2003. 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 34th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong. KIND JOYCE: Faces Winding up Petition Before HK High Court ---------------------------------------------------------- The High Court of Hong Kong will hear on February 25, 2004 at 10 A.M. the petition seeking the winding up of Kind Joyce Property Limited. Koo Chung Ki of Room 2307, Fu Wong House, Fu Cheong Estate, Shamshuipo, Kowloon, Hong Kong filed the petition on December 15, 2003. 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, who holds office on the 34th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong. WAH FUNG: Winding up Hearing Set February 25 -------------------------------------------- The High Court of Hong Kong will hear on February 25, 2004 at 10 A.M. the petition seeking the winding up of Wah Fung Container Transportation Co. Limited. Lai Kin Keung of Room 1, 4/F., 458 Castle Peak Road, Kowloon, Hong Kong filed the petition on December 17, 2003. 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, who holds office on the 34th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong. ================= I N D O N E S I A ================= BAKRIE NIRWANA: IBRA Rejects Latest Offers; to Hold New Auction --------------------------------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) will launch another auction for the assets of Bakrie Nirwana after receiving two unsatisfactory bids recently, Asia Pulse said Wednesday. The IBRA is offering Bakrie Nirwana Resort's assets consisting of 70.5 percent shares and loan worth Rp1.541 trillion (US$184.7 million) under its Sixth Loan Asset Sales Program. So far, two investors -- one an unidentified Singaporean -- have submitted offers, but both were below the agency's floor price. "We [will] decide to conduct another bid [at] the end of the week," an unnamed IBRA source told Asia Pulse. This is not the first time that IBRA offered the company's assets for sale. In its second Strategic Asset Sales Program (PPAS), Goal Trading Asset Ltd bid 60 percent of the floor price. In the first PPAS, Bakrie received the highest bid at US$15 million from Goal Trading Asset Ltd or less than 10 percent of the asset value. Out of these transactions, IBRA was able to convert bonds worth US$82 million into equity. In stage A, the debt was reduced from US$40 million to US$20 million and the remaining US$20 million was converted by the IBRA to equities, according to Asia Pulse. In stage B, the debt was reduced from US$38 million to US$29 million. Bakrie has debts worth US$29 million at SIBOR interest rate plus 1 percent sustainable debt, the report said. ========= J A P A N ========= ASHIKAGA BANK: Former Chief Slams Accounting Firm ------------------------------------------------- Yoshiaki Higano, former President of Ashikaga Bank, said Chuo Aoyama Audit Corporation's sudden decision not to count the bank's deferred tax assets, as Ashikaga's capital for the half- year period ending September 2003 was to blame for the bank's failure in December, according to Japan Times on Thursday. Hiroshi Ueno, Chief Executive partner of ChuoAoyama Audit Corporation, rejected Higano's argument, stating that auditors from the accounting firm had previously warned the bank not to rely on its deferred tax assets. ASHIKAGA BANK: Auditor Denies Wrongdoing ---------------------------------------- Testifying in front of the House of Representatives Committee on Financial Affairs on Wednesday, Chuo Aoyama Auditing Corporation President Hiroshi Ueno defended the firm's decision to declare troubled Ashikaga Bank solvent last March, Kyodo News reports. Hiroshi Ueno said the auditor's assessment differed from the FSA inspection due to differences in systems, purposes and the timing. The government placed the bank under state control on December 1 by seizing all shares in the bank after determining it to be insolvent, with a negative net worth of 102.3 billion yen as of September 30, TCR-AP reported recently. The negative net worth reduced the lender's capital adequacy ratio to minus 3.7 percent. Banks operating domestically are required to maintain a minimum 4 percent. DAIDO KENSETSU: Construction Firm Enters Rehabilitation ------------------------------------------------------- Daido Kensetsu K.K., which has total liabilities of 5.2 billion yen against a capital of 98 million yen, has applied for civil rehabilitation proceedings, according to Tokyo Shoko Research. The construction and civil engineering firm is located in Obihiro-shi, Hokkaido, Japan. KOBE STEEL: Issues US$282M in Convertible Bonds ----------------------------------------------- Kobe Steel will issue 30 billion yen (US$282 million) in euro yen convertible bonds to help strengthen its finances, the Company said on Wednesday. Payment for the convertible bond (CB) is due on February 2. UBS Limited will lead manage the issue, which will be offered to overseas investors, excluding the United States. The steel firm will sell at least 72 billion yen (US$658 million) of bonds this year to repay debt, TCR-AP reported recently, citing Tsuguto Moriwaki, Executive Vice President of the Company. The sales come as the Company plans to cut bank loans to half its debt, from 70 percent in March, the Company said. MITSUBISHI MOTORS: Offers No Comment on Capital Increase Report --------------------------------------------------------------- Mitsubishi Motors Corporation declined to comment on news reports that it has asked DaimlerChrysler and other shareholders for a US$940 million capital increase to support its restructuring scheme, according to Reuters. The report said the carmaker would consider issuing new shares worth 100 billion yen to DaimlerChrysler, Mitsubishi Heavy Industries and Mitsubishi Corporation. The automaker incurred a huge first-half loss and forecast a net loss of 11 billion yen (US$104 million) for the twelve months to March 31, 2004. MITSUBISHI MOTORS: May Sell 42% Stake in Fuso --------------------------------------------- Mitsubishi Motors Corporation scheduled a board meeting on January 15 to approve the sale of its remaining 42 percent stake in Fuso Truck & Bus Corporation for an estimated 100 billion yen (US$943 million) to raise cash after disastrous losses in the United States last year, the Financial Times reported on Wednesday. Sources close to the talks said Germany's DaimlerChrysler, which controls MMC, would take control of Fuso. However, Daimler is expected to leave the Fuso management in place when it lifts its stake from 43 percent to 65 percent. Companies affiliated with Mitsubishi Corporation, the former owner of MMC, are expected to take the other 20 percent of Fuso. MITSUBISHI MOTOR: Unit Aims to Pay US$1.3B Debt by 2006 ------------------------------------------------------- Mitsubishi Fuso Truck & Bus Corporation, a unit of Mitsubishi Motors Corporation, plans to pay back its 140 billion yen (US$1.3 billion) of industrial debt by March 2006, Bloomberg News reports, citing Company Chief Executive Wilfried Porth. The plan includes cutting 60 billion yen from the total of 220 billion yen industrial and auto financing debt by March 31, 2003 as its dealers repay loans to banks. The debt reduction plan makes the Company more attractive to its largest shareholder DaimlerChrysler AG, which is planning to raise its stake in Fuso to 65 percent from 43 percent now. ========= K O R E A ========= DAEWOO ENGINEERING: KAMCO Set to Auction Firm -------------------------------------------- The Korea Asset Management Company (KAMCO) will schedule soon the auction of Daewoo Engineering and Construction (DEC), the latest part of the bankrupt Daewoo business empire to be sold, the Financial Times reports. KAMCO plans to appoint an adviser soon to organize the sale of its 46 percent stake in the Company to a domestic or foreign investor. DEC is one of several Daewoo units that survived the 1999 collapse of the conglomerate under US$80 billion of debts in South Korea's largest corporate bankruptcy. Unnamed analysts said KAMCO's stake in Daewoo Engineering could fetch about 800 billion (US$677 million). LG CARD: LG Investment Accuses Shareholders of Insider Trading -------------------------------------------------------------- Labor union members of LG Investment & Securities Co. filed a complaint Wednesday, accusing 94 major LG Card Co. shareholders of insider trading, Yonhap News said on Wednesday. After months of liquidity problems, LG Card Co. was bailed out on Monday under a government-arranged deal, which requires the state-run Korea Development Bank to temporarily manage it with an infusion of large public funds. LG CARD: Shareholders Face Substantial Losses --------------------------------------------- Major shareholders of LG Card Co. are facing substantial losses ahead of a hefty capital reduction planned for next month, the Korea Herald reports. Largest shareholder Korea Development Bank recently announced a 44-to-1 capital reduction for existing shareholders. Templeton Asset Management, the second-largest shareholder in the issuer after LG Group, increased its stake in the nation's largest card issuer to 11.35 percent as of December 5 from 5.39 percent in November 27. Other major shareholders including U.S.-based Capital Group International, Acorn Investment Holdings, and Pecan Investment Holdings are also likely to face substantial losses from their investments. SK GLOBAL: Japanese Customers Acquire SK Shares for $24 Million --------------------------------------------------------------- Itochu Corporation and Taiyo Oil Company purchased a combined 0.74 percent stake in SK Corporation for $24,400,000, Bloomberg News reports. The two Japanese companies are customers of SK Corporation. Itochu, Japan's third-largest trading Company bought 0.5 percent of SK Corp. outstanding shares. Itochu reportedly has no plans of buying more SK Corp. stocks. (SK Global Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000) SK GLOBAL: Sovereign Asset Transfers 14.99% Stake to Units ---------------------------------------------------------- Sovereign Asset Management Ltd. transferred some of its 14.99 percent stake in SK Corporation to wholly owned units after the stock exchange reported that a 12 percent stake, or 15.27 million shares in SK Corporation had been traded between overseas investors. The transfers, Bloomberg News reports, were undertaken for internal risk management purposes and do not reduce Sovereign's holdings. (SK Global Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000) SK GROUP: Delays Walkerhill Hotel Sale Until May or June -------------------------------------------------------- The sale of Sheraton Grande Walkerhill Hotel, an affiliate of the ailing SK Group, will be delayed until May or June, according to Yonhap News on Thursday. Creditors for SK Networks Co. will push for the sale of the hotel after completion of the nation's first six-star hotel, which is currently under construction on the property of the SK-owned facility in eastern Seoul. The report did not mention the hotel's sale price. SSANGYONG MOTOR: Resumes Operation After Strike ----------------------------------------------- Ssangyong Motor Co. said its domestic plants in Pyeongtaek and Changwon resumed operations on Thursday, after a one-day partial strike on Wednesday by its 5,500 unionists to protest a planned sell-off of the struggling automaker to China National Bluestar Group Corporation. The half-day walkout cost Ssangyong about 6 billion won (US$3.5 million) by preventing the production of 350 vehicles. Bluestar has unveiled a plan to invest US$1 billion in Ssangyong by 2010. * Card Woes Threaten Korean Banks' Credit Quality, Says S&P ----------------------------------------------------------- Standard & Poor's Ratings Services (S&P) said the extent of the problems caused by Korea's credit card binge is larger than publicly recognized, and that individual downgrades of banks or other entities that have large exposure to card assets either through their businesses or investments cannot be ruled out. For the seven card companies in Korea, their negative net asset value is estimated to have stood at over 8 trillion won (US$7 billion, 1.3 percent of GDP estimate in 2003) at the end of September 2003. Accordingly, a capital injection of more than W9 trillion is the minimum required to properly recapitalize these companies. Executing the current plan to rescue LG Card would cost the nine creditor banks about 1.9 trillion won, shaving off about 0.4 percentage points from their combined Tier 1 ratio, as of September 2003. This would negatively affect their credit ratings, although the size of the estimated loss itself is not large enough to trigger an immediate downgrade. As a result of their exposure to LG Card, Standard & Poor's has raised its estimate for the impaired asset ratio of all Korea's major commercial banks to 7.3 percent from 7.0 percent. Although the likelihood of LG Card being liquidated has receded in the past few days, this would cause total losses of about W3.8 trillion, amounting to a 0.8 percentage point drop in the nine banks' combined Tier 1 ratio as of September 2003. The bailout of LG Card is less likely to have an immediate impact on the sovereign ratings on Korea (Republic of) because of the relative small size of the problem, which will not pose a systemic risk to the financial industry. However, the credit card companies' recent problems have again revealed the structural weaknesses of the Korean financial system: the lack of development of long-term financing opportunities; ineffective internal credit control by financial institutions; and forbearance by regulatory authorities. =============== M A L A Y S I A =============== GEAHIN ENGINEERING: Issues Restructuring Scheme Update ------------------------------------------------------ Geahin Engineering Berhad on Wednesday obtained from the High Court of Malaya in Melaka this Order, inter alia, (1) The time period to hold the members' meeting to consider and approve the restructuring scheme under Section 176 (1) of the Companies Act 1965, pursuant to the Order dated 14 January, 2004, be extended by a period of one hundred and eighty (180) days from November 11, 2003 until April 28, 2004 for the purpose of holding the meeting. (2) Restraining Order pursuant to Section 176 (10) of the Companies Act, 1965, for a period of one hundred and eighty (180) days from 14 January 2004, and (3) That the Court approved Mr. Chua Yong Giap to act as a director of the Company under Section 176 (10A) (d) of the Companies Act 1965. GEAHIN ENGINEERING: Extends Restructuring Scheme to September ------------------------------------------------------------- On behalf of Geahin Engineering Berhad, Public Merchant Bank Berhad announced that the Securities Commission (SC) had via its letter dated December 31, 2003, approved Geahin's application for an extension of time of an additional nine (9) months up to September 30, 2004, to complete the proposed restructuring scheme (PRS). KSU HOLDINGS: Court Extends Tenure of Receiver/Manager ------------------------------------------------------ Subject: Kuala Lumpur High Court Civil Suit No. D2-22-1592-03 (D2 Suit) Low Kah Khuen (suing on behalf of himself and all other shareholders of KSU Holdings Berhad save for those named as Defendants) (the Plaintiff)-v- KSU Holdings Berhad & 9 Others (the Defendant). We refer to the announcement dated 12 and 13 December 2003 and hereby announce the following in respect of the outcome of the D2 Suit, which was heard in court on 14 January 2004. The High Court has on 14 January 2004 granted an order continuing the ad interim consent order dated 11 December 2003 until 4 February 2004. The ad interim consent order dated 11 December 2003 and 18 November 2003 provided for the continuation of the ad interim order granted on 6 November 2003 and the ad interim order granted on 6 November 2003 specified the limited powers of Mr. Rabindra Singh a/l Kaher Singh as a court appointed Receiver and Manager. For clarification, the statutory powers of Mr. Rabindra Singh a/l Kaher Singh as a court appointed Receiver and Manager as set out in the order dated 6 November 2003 are as follows: (1) The power to collect the debts of the Company and other monies of the Company; (2) The power to bring or defend any action or other legal proceeding in the name and on behalf of the Company; (3) The power to inspect all books, accounts, registers, documents and papers of the Company wherever they may be kept and whoever they may be kept by; (4) The power to inspect the audit files of the auditors of the Company; (5) To do all acts and execute in the name and on behalf of the company all deeds, receipts and other documents and for that purpose use when necessary the Company's seal; (6) The power to appoint counsel and other professionals if necessary for the discharge of the duties of the Receiver and Manager; (7) The power to do all that is necessary to run the operations and business of the Company but not to incur new liabilities for the Company and its subsidiary exceeding Ringgit Malaysia Thirty Thousand (RM30,000.00); (8) The power to do all that is necessary to preserve the assets of the Company; and (9) The power to seek the directions of the Court, and where necessary to seek an extension of powers from the Court. LION CORPORATION: Bondholders Agree to Deferral of Payments ----------------------------------------------------------- A renounceable restricted offer for sale (ROFS) by Amsteel Corporation Berhad and its wholly owned subsidiary companies, Angkasa Marketing (Singapore) Pte Ltd and Umatrac Enterprises Sdn Bhd (Offerors) of 209,701,572 ordinary shares of RM1.00 each in Lion Corporation Berhad (LCB) (ROFS Shares) to the eligible shareholders of LCB at the offer price of RM1.00 per ROFS Share payable in full upon acceptance, on the basis of 9 ROFS Shares for every 10 LCB shares was held at 5.00 p.m. on 15 December 2003. Further to the Offer Circular dated 22 December 2003 for the ROFS (Offer Circular), the Supplemental Document to the Offer Circular dated 29 December 2003 and the announcements dated 23 December 2003, 12 January 2004 and 14 January 2004, the Offerors hereby notify the Eligible LCB Shareholders (as defined in the Offer Circular) that LCB has obtained its Class A Bondholders' approval to defer the redemption/repayment amounts of the LCB Bonds (as defined in the Offer Circular) due on 31 December 2003 and 31 December 2004 to 31 December 2004 and 31 December 2005 (Proposed Variation) respectively, details and conditions of which are set out in the announcements by LCB on 23 December 2003, 12 January 2004 and 14 January 2004. Following from this, LCB has obtained all its bondholders' and debtholder's approvals for the Proposed Variation. However, the Proposed Variation is still subject to approvals of the Securities Commission and Bank Negara Malaysia. This announcement is dated 14 January 2004. SRIWANI HOLDINGS: Completes Investigative Audit ----------------------------------------------- Reference: SRIWANI HOLDINGS BERHAD (SHB) (1) Capital Reduction And Consolidation; (2) Restricted Issue; (3) Rights Issue; (4) Debt Restructuring Scheme; (5) Assets Injection; (6) Ma Sepang Debt Settlement; and (7) Additional Issue (COLLECTIVELY REFERRED TO AS THE "RESTRUCTURING PLAN") We refer to our announcement dated 30 October 2003 in which we announced the completion of the investigative audit by Messrs. Anuarul Azizan Chew & Co (AAC) and the submission of the said report to the Securities Commission (SC). The investigative audit is carried out pursuant to the condition imposed by the SC in its approval for the Restructuring Plan. SHB hereby announces the summary of findings set out in the investigative audit report of AAC (which has been reproduced or extracted, where applicable, from the aforesaid report) as follows: (1) Finance Cost The total financial costs incurred by SHB and its subsidiaries (SHB Group) for the five (5) financial years ended 31 December 2002 were RM288.9 million. The source of the finance costs was mainly due to borrowings by SHB Group to finance the duty free complex comprising a shopping complex, hotel tower block, car parks, vacant land, together with an adjoining customs and immigration cum office complex, jetty, a floating restaurant bay cum kitchen and free standing customs and immigration checkpoint, all held under Lot PTB 10707, 10710, 20006, 20380 and 20438 Johor Bahru, Johor Darul Takzim and Lots PTD 146378 and 148062 within Mukim of Plentong, Johor Bahru, Johor Darul Takzim (JB Duty Free Complex). The JB Duty Free Complex was completed and in operation in year 1998. However, JB Duty Free Complex cannot generate enough income to repay all borrowings and interest for the construction of the JB Duty Free Complex. As a result, the SHB Group has defaulted in the repayment of bank borrowings. Interest has been continuously charged at prevailing industry rates on outstanding and accumulated borrowings. (2) Impairment of Property, Plant and Equipment (PPE) (a) Kelana Megah Sdn Bhd (KMSB) In the financial year ended 31 December 2000, the impairment loss of approximately RM251.0 million (restated) was provided for on its property, namely JB Duty Free Complex and RM4.0 million was provided for on its vessels, respectively. The basis of the impairment was the difference between the carrying value and the indicative value provided by independent valuer of RM210.0 million. The basis for the impairment for the vessels is the difference between subsequent selling price and carrying value of the vessels as at 31 December 2000. The selling price is determined on a "willing buy and willing sell" basis taken into consideration of a valuation by an independent valuer. Based on the review by AAC, the impairment loss was recognized immediately and is in compliance with International Accounting Standard (IAS) 16. No material exception was noted. Wasted Resources AAC noted from the variation orders there was an amount of RM10.1 million provision for loss and expenses due to extension of time categorized as wasted resources incurred in the production of the self-constructed asset. These expenses were payable to Mancon Berhad and was capitalized in PPE. AAC is of the opinion that the treatment of the variation orders may not be in compliance with IAS 16. Upgrading/Widening of road works AAC noted that the project costs for widening and upgrading of existing Jalan Stulang Darat and Laut amounted to RM19.5 million were capitalized in PPE. In this regard, AAC has conducted a compliance test of asset recognition pursuant to condition set out in IAS 16 and its findings are as follows: (i) The above-mentioned roads were in existence prior to the commencement of building work of the JB Duty Free Complex and it is the property of Majlis Perbandaran Johor Bahru ("MPJB"); (ii) Pursuant to the privatization agreement between the State Government of Johor Darul Takzim, MPJB and KMSB dated 11 November 1992, KMSB undertakes to improve the above roads at its own costs and expense in accordance with the recommendation as contained in the report on Traffic Impact Assessment which has been approved by MPJB; (iii) MPJB has via its letter dated 24 July 1998 imposed the condition that the above roads need to be completed or upgraded in order for a permanent Certificate of Fitness for Occupation ("CFO") to be issued by MPJB; and (iv) The audit report issued by external auditors for the period under review did not contain any qualification on the above. Based on the above, AAC is of the opinion that the conditions set out in IAS 16 on asset recognition can be met since the upgrading work is done pursuant to the terms of privatization agreement and conditions imposed by MPJB for issuance of permanent CFO. Variation Orders AAC noted that the main buildings works had been increased from RM166.8 million to RM325.4 million due to variation orders. However, there was no specific resolution of the Board of Directors, minutes or shareholders' approval to concur the Board of Directors action in approving the variation orders of RM158.6 million for the main buildings works. Nevertheless, the variation orders have been reflected in the audited financial statements, which were approved by the Board of Directors of SHB. (b) Cergasjaya Properties Sdn Bhd (CPSB) The impairment loss of approximately RM5.9 million was provided for on its 18-holes Golf Course located at Bukit Kayu Hitam, Mukim Sungai Laka, Daerah Kubang Pasu, Kedah in year 2000. The basis of the impairment loss was the difference between the carrying value and the indicative market value of RM41.9 million on the property by Rahim & Co dated 26 February 2001. In year 2002, there was further impairment of RM7.3 million. The further impairment loss was due to the differences between carrying value and the market value, based on the valuation report of Rahim & Co dated 12 June 2002. As the basis of the impairment was based on the indicative value provided by independent valuer and was recognized immediately, it is in compliance with IAS 16 and Malaysian Accounting Standards Board (MASB)23. Therefore, AAC concluded that it found no evidence of any breach of act or guidelines. (3) Provision for doubtful debts Gold Vale Development Sdn Bhd (GVDSB) In year 2001, a significant increase on the provision for doubtful debts was mainly contributed from GVDSB. The provision was made on the Liquidated Ascertained Damages ("LAD") for the delay of the completion of Eden Seaview Condominium Project whereby Mancon Berhad was the main contractor. The LAD amount was RM 14,075,000, which was computed by Architect H Sun, an architect of the project as per its letter dated 10 July 1998. The management has made a provision of 75.0% of the LAD amount based on the revised restructuring scheme proposed by Mancon Berhad dated 28 August 2001, whereby the recovery rate for unsecured creditors was approximately 20.4%. In year 2002, the management had provided an additional provision for doubtful debt of RM2.7 million. In year 2003, the management has taken legal action against Mancon Berhad in order to recover the LAD of RM14.1 million. No other material exception was noted. Elimination error on consolidated financial statements In year 1999 and 2000, AAC noted that the disclosure note for the provision for doubtful debts was wrongly stated as RM4.1 million and RM0.9 million in the audited consolidated financial statements respectively. The said provision for doubtful debts in relation to its inter companies balances with its subsidiaries which should be eliminated during the preparation of consolidation financial statements. However, the wrong disclosure of RM4.1 million and RM0.9 million has no material impact on the consolidated income statement and cash flow statement. (4) Development expenditure written off Written off based on valuation report Cerah Menang Sdn Bhd had purchased a piece of land for RM12.2 million for resort development purposes in year 1993. Up to year 1998, an aggregate of RM5.9 million was capitalised, mainly consist of interest costs and professional fees. We noted that out of the RM5.9 million that has been capitalised, 87.5% are interest cost. However, based on the valuation report from Rahim & Co. dated 12 November 1998, the market value of the property was RM14.6 million. Therefore the development expenditure was written down by RM3.5 million. Based on the above, it appears that the holding cost has exceeded the appreciation in value of the said land. Abandonment of the original plan Development expenditure written off of RM1.0 million and RM0.3 million in Blossom Time Sdn Bhd (BTSB) and Radiant Ranch Sdn Bhd (RRSB) respectively were in connection to the golf course design fees which were paid to Geotrade Sdn Bhd. The management has changed the original plan to now develop a housing project after the financial crisis in year 1997. Hence, the said expenditure was written off. AAC noted that Geotrade Sdn Bhd is a related party of GVDSB in which certain directors of SHB, i.e., Dato' Chuan Wooi Cheng and Chuan Hooi Huat formerly have interest. Based on the review by AAC, it noted that the fees paid was the reimbursement of the actual fee incurred by related party. No exception was noted. Contribution costs for common facilities written off. In year 2002, BTSB, RRSB and GVDSB had entered into an agreement with Eightcom Seiki (M) Sdn Bhd (Eightcom) respectively to appoint them as the main contractor for the construction of low cost flats, a community hall, market and hawker center (collectively as "Common Facilities"). The contribution cost of the Common Facilities as set out in Table A, amounting RM5.5 million was capitalized as development expenditure in the respective companies although payment has not been made yet. The external auditors of these companies for the period under review had subsequently proposed to write off the contribution costs based on the following grounds: (i) BTSB - The land will be disposed off for RM15 million after the implementation of the proposed restructuring scheme. The carrying cost of the land stood at RM32.0 million (ii) RRSB - As a matter of consistency of treatment as in the case of BTSB, the common cost is to be written off even though the land would be kept by the Company post restructuring (iii) GVDSB - The common cost is to be written off as project has been completed From the above, it would appear that the write-off by the management based on the recommendation of the external auditors via audit journal entry was based on prudence concept. Based on our work done, we found no evidence of any breach of act or guidelines for the development expenditure written off. (5) Provision for foreseeable losses AAC noted that most of the provision for foreseeable losses is mainly derived from Eden Enterprises (M) Berhad ("Eden") and its subsidiaries ("Eden Group"). As Eden had ceased to become a subsidiary of SHB, information relating to Eden is not available to AAC. AAC does not have sufficient information on Eden to conduct an investigative audit on Eden Group, thus no work was performed. This announcement is dated 14 January 2004. Table A - Contribution cost by companies Contribution cost RM BTSB 3,937,131 RRSB 343,856 GVDSB 1,245,751 5,526,738 WAH SEONG: New Shares' Listing Granted for Next Week ---------------------------------------------------- Wah Seong Corporation Berhad 's additional 1,117,800 new ordinary shares of RM0.50 each arising from the conversion of RM 558,900 irredeemable convertible unsecured loan stocks 2002/2012 into 1,117,800 new ordinary shares will be granted listing and quotation with effect from 9 A.M., Monday, January 19, 2004. ===================== P H I L I P P I N E S ===================== FORTUNE CEMENT: Seeks Fine Waiver on Finance Results ---------------------------------------------------- Fortune Cement Corporation seeks consideration from the Securities and Exchange Commission (SEC) to avoid being fined for alleged lapses in its 2002 financial reports, Business World reports. According to Fortune Cement President Edgardo R. Soriano, the Company's board already took up the alleged discrepancies and the firm has already approved a course of action to correct the lapses. With regard to the SEC findings that the firm inadequately disclosed the remaining un-depreciated balance of its foreign exchange losses capitalized as part of property plant and equipment, Soriano said the firm had already disclosed its net capitalized foreign exchange losses as of end-December 2002 stood at 107.194 million pesos. MANILA ELECTRIC COMPANY: Court Issues Resolution on Petition ------------------------------------------------------------ The Manila Electric Company (Meralco) received information from the media that the Supreme Court has issued a resolution on the petition for Certiorari, Prohibition and Injunction with Application for temporary restraining order or Status Quo Order filed by The Freedom From Debt Coalition et. al., docketed as G.R. No. 161113, against the Energy Regulatory Commission (ERC) and Meralco on the 12 centavo provisional rate increase that the ERC granted to our Company last November 2003. Allegedly, part of the Resolution is an order to observe the status quo. As soon as we are served with official copy of the Resolution, Meralco shall immediately disclose the same. The Company also issued a disclosure regarding its securities registered pursuant to Sections 18 and 12 of the SRC or Sections 4 and 8 of the RSA: Title of Each Class Number of Shares of Common Stock Outstanding Class "A" 599,556,877 Class "B" 399,704,584 Total 999,261,461 Amount of Debt Outstanding: P106.4 Billion (as of November 30, 2003) For more information, go to http://www.pse.org.ph/html/disclosure/pdf/dc2004_156_MER.pdf MANILA ELECTRIC: Vows to Comply With Rate Hike Ruling ----------------------------------------------------- The Manila Electric Company (Meralco) vowed to comply with the Supreme Court's suspension of its plan to raise power rates by P0.12 per kilowatt-hour starting January 1, 2004, reports the ABS-CBN News. The rate increase would have been reflected in the February billing to Meralco customers. Meralco executive Elpi Cuna assured the public that the suspension of power rate increase would not affect its services to Meralco consumers. The court scheduled January 27 as the oral argument on the case. MANILA ELECTRIC: Shares Down 16% Thursday After Court Ruling ------------------------------------------------------------ Manila Electric Co. (Meralco)'s A and B shares were sharply lower on Thursday after the Supreme Court ordered the power distributor to roll back its rates to levels prior to January 1 this year, AFX Asia reports. Meralco B shares were down 5.00 pesos or 14.49 percent at 29.50 on volume of 1.93 million shares. Meralco A shares were down 3.50 pesos or 16.09 percent at 18.25 on 243,100 shares. Meralco was ordered to suspend the 0.12 peso per kilowatthour rate hike allowed by the Energy Regulatory Commission (ERC). The tariff hike was to be imposed on its estimated four million customers starting this year. NATIONAL BANK: Appoints New Controller -------------------------------------- The Philippine National Bank (PNB) announced that that Ms. Ligaya Gagolinan was designated as the Controller of the bank with the rank of First Vice President effective January 1, 2004 upon retirement of Ms. Emerita Diaz, SVP-Controllership Group, on December 31, 2003. NATIONAL STEEL: LNM Warns GIHL Takeover --------------------------------------- LNM Holdings NV of Netherlands warned that the impending decision of the creditor banks to accept the proposal of Indian steel maker Global Infrastructure Holdings Ltd. (GIHL) to acquire National Steel Corporation (NSC) with a lower value and less guarantees would leave the government widely exposed, ABS- CBN reported on Thursday. LNM is offering cash upfront of 2.5 billion pesos compared to GIHL's 1 billion pesos, as well as an investment of US$70 million this year compared to US$25 million. Besides PNB and LandBank, other major creditor banks of NSC include United Overseas Bank (Westmont Bank), Allied Bank, Metrobank (Asian Bank), Bank of Commerce, Export Bank (Urban Bank), China Bank, Credit Agricole Indosuez, Wise Citco, Equitable PCI Bank, Rizal Commercial Banking Corp., Traders Royal Bank and United Coconut Planters Bank. PHILIPPINE AIRLINES: Expects US$14.4M Losses Until March -------------------------------------------------------- Philippine Airlines (PAL) expects 800 million pesos (US$14.4M) in losses in the fiscal year ending in March 2004 after the Severe Acute Respiratory Syndrome (SARS) scare, the Iraq war and rising oil prices this year, according to Asia Pulse. The airline was unable to meet the three-year profitability requirement of the Securities and Exchange Commission (Sec) when it posted a loss on the third year due to 9-11. PAL remains on track in its 10-year rehabilitation program, however. The $2.3- billion debt it started out with almost five years ago has been reduced by US$1.5 billion. PILIPINO TELEPHONE: Unveils January 14 Meeting Resolutions ---------------------------------------------------------- The Board of Directors of Pilipino Telephone Corporation disclosed at its meeting held on January 14, 2004 that it has approved the following amendments to the By-Laws of the Company: (a) Article III, Section 2- to include the requirement for definition of Independent Directors, the minimum qualifications of directors of persons nominated for election to the Board of Directors, the grounds for disqualification of directors and persons nominated for election to the Board of Directors, and the period for submissions of nominations for election to the Board of Directors (b) Article V, Section 1- to delete the requirement that the Treasurer must be a director of the Corporation (c) Article V, Section 8- to provide that the President must be a director of the Corporation (d) Article VII, Section 3- to delete the last sentences which provides that the compensation of the Auditors shall be fixed by the Board of Directors and in lieu thereof to provide that all audit engagement fees and terms, as well as all significant non-audit engagements of the Independent Auditors shall be approved by the Audit Committee constituted by the Board of Directors The foregoing amendments to the By-Laws shall take effect upon approval by the Securities and Exchange Commission of the Amended By-Laws. At the same meeting, the Board approved the following amendments to the Articles or Incorporation: (a) Article III- to change the place where the principal office of the Corporation shall be located from Makati, Rizal to Metro Manila, Philippines (b) Article VII, Section 8 (line 26)- to change the words "City of Manila" to "Metro Manila" The foregoing amendments to the Articles of Incorporation will be presented to the stockholders of the Corporation for approval at the Annual Meeting of the Stockholders of the Corporation. UNIVERSAL RIGHTFIELD: Gets Php150M Funding if Court OKs Rehab ------------------------------------------------------------- Struggling Universal Rightfield Property Holdings, Inc. may receive 150 million pesos aid if the court approves the rehabilitation scheme proposed by its creditor DM Consunji, Inc., according to the Business World. The funding will be used to develop a property, which Universal Rightfield may later use to service its debt through dacion en pago (payment in kind) arrangements. The dacion en pago arrangements will speed up the settlement of the debts of the Company, whose other major creditors are Export and Industry Bank, Philippine Bank of Communications, and United Coconut Planters Bank. ================= S I N G A P O R E ================= CHARTERED SEMICONDUCTOR: Enters Alliance With IBM ------------------------------------------------- IBM Microelectronics and Chartered Semiconductor Manufacturing (CSM) announced an agreement under which Chartered will manufacture selected 90 nanometer (nm) SOI products for IBM in volume-driven, high-performance solutions. This manufacturing agreement follows the joint development agreements signed by IBM and Chartered in November 2002 and has resulted in a foundry platform solution supported by both companies. Under the initial agreements, the two companies are jointly developing 90nm and 65nm bulk CMOS processes for foundry chip production on 300-millimeter (mm) silicon wafers and are engaged in a reciprocal manufacturing arrangement that provides dual-sourcing flexibility for their customers. "IBM's 90nm SOI technology is the most advanced in the world and it is increasingly being utilized by a number of our customers across several applications segments," said Dr. John E. Kelly III, senior Vice President and group executive, IBM Technology Group. "This manufacturing agreement, with our partner, Chartered, enables IBM to provide the dual sourcing clients want and the flexibility we need to meet increasing demand for our leading-edge technologies." Chartered is expected to begin production of the 90nm SOI parts in its 300mm Fab 7 in Singapore by mid 2005. "We are pleased that our relationship with IBM is progressing, offering further opportunities for business collaboration to benefit customers," said Chia Song Hwee, President & CEO at Chartered. "Our shared vision of providing customers a common technology platform and sourcing flexibility is a testament to the critical role we can play together in the electronics supply chain." About IBM Microelectronics IBM Microelectronics is a key contributor to IBM's role as the world's premier information technology supplier. It develops, manufactures and markets state-of-the-art semiconductor and interconnect technologies, products and services. Its superior integrated solutions can be found in many of the world's best- known electronic brands. IBM is a recognized innovator in the chip industry, having been first with advances like more power- efficient copper wiring in place of aluminum, and faster silicon-on-insulator (SOI) and silicon germanium transistors. These and other innovations have contributed to IBM's standing as the number one U.S. patent holder for 11 consecutive years. More information about IBM Microelectronics can be found at: http://www.ibm.com/chips About Chartered Chartered Semiconductor Manufacturing, one of the world's top three dedicated semiconductor foundries, is forging a customized approach to outsourced semiconductor manufacturing by building lasting and collaborative partnerships with its customers. The Company provides flexible and cost-effective manufacturing solutions for customers, enabling the convergence of communications, computing and consumer markets. In Singapore, Chartered operates five fabrication facilities and has a sixth fab, which will be developed as a 300mm facility. A Company with both global presence and perspective, Chartered is traded on both the Nasdaq Stock Market (Nasdaq: CHRT) and on the Singapore Exchange (SGX-ST: CHARTERED). Chartered's 3,500 employees are based at 11 locations around the world. Information about Chartered can be found at www.charteredsemi.com. MEDIA CONTACTS Rick Bause Public Relations Manager IBM (845) 892-5463; FAX: (845) 892-5542 rbause@us.ibm.com Tiffany Sparks Director, Marketing Communications Chartered Semiconductor Manufacturing (408) 941-1185; Fax: (408) 941-1285 tiffanys@charteredsemi.com C.K. TANG: Court Meeting Set for February 9 ------------------------------------------- The Board of Directors of C. K. Tang Limited and Tang Wee Sung announced that the High Court of Singapore has granted an order on January 9, 2004 directing the Company to convene a meeting (Court Meeting) of the Scheme Shareholders (as defined in the Scheme Document (as defined below)) of the Company for the purpose of considering and, if thought fit, approving the scheme of arrangement (Scheme) pursuant to Section 210 of the Companies Act, Chapter 50 of Singapore (Companies Act), to privatize the Company. The Court Meeting will be held on 9 February 2004, at 10 A.M. at Ballroom 1, Level 3, Marriott Hotel, 320 Orchard Road Singapore 238865. Capitalized terms used herein shall have the same meanings as those defined in the Scheme Document, unless otherwise indicated. DESPATCH OF SCHEME DOCUMENT In connection with the Court Meeting, the Company has today dispatched to the Scheme Shareholders, the document (the Scheme Document) dated 12 January 2004 containing, inter alia, the explanatory statement in compliance with Section 211 of the Companies Act, the recommendations of the independent directors of the Company (Independent Directors), the advice of Dexia BIL Asia Singapore Limited, the independent financial adviser to the Independent Directors, the notice of the Court Meeting and the proxy form for the Court Meeting. The Directors of the Company would also like to refer Scheme Shareholders to the announcement by the Company dated 14 January 2004 setting out the notice of the Court Meeting. Scheme Shareholders who have not received the Scheme Document within a week from the date hereof may obtain copies of the Scheme Document from the registered address of the Company at 310 Orchard Road, Singapore 238864 during normal business hours (9 A.M. to 6:30 P.M.) on any day (other than a Saturday, Sunday or a public holiday) prior to 9 February 2004, the day appointed for the Court Meeting. A soft copy of the Scheme Document is available on the website of the Singapore Exchange Securities Trading Limited at www.sgx.com. Scheme Shareholders should note the following: Last date and time for lodging the proxy form in respect of the Court Meeting -- 7 February 2004 at 10 A.M. Date and time of the Court Meeting -- 9 February 2004 at 10 A.M. Place of Court Meeting Ballroom 1, Level 3 Marriott Hotel, 320 Orchard Road Singapore 238865. Expected date of Court hearing of application to sanction Scheme -- 25 February 2004 Expected last day of trading of Shares -- 8 March 2004 at 5 P.M. Expected Final Option Exercise Date -- 8 March 2004 at 5 P.M. Expected Books Closure Date -- 11 March 2004 at 5 P.M. Expected Relevant Date -- 12 March 2004 at 5 P.M. Expected Effective Date -- 15 March 2004 Expected date for the delisting of the Shares -- March 16, 2004 at 9 A.M. Expected date for the payment of the Scheme Price -- By April 5, 2004 * Notes: (i) Completion and return of a proxy form will not preclude a Scheme Shareholder from attending and voting in person at the Court Meeting. (ii) A proxy form for the Court Meeting may alternatively be handed to the Chairman at the Court Meeting. Scheme Shareholders should note that the above timetable is subject to change. For the events listed above which are described as "expected", please refer to future announcement(s) by the Company and/or the SGX-ST for the exact dates and times of these events. RESPONSIBILITY STATEMENT The Directors of the Company (including those who have delegated detailed supervision of this announcement) and Tang Wee Sung have taken all reasonable care to ensure that the facts stated in this announcement are fair and accurate, and that no material facts have been omitted (the omission of which would render any statement in this announcement misleading in any material aspect) and they jointly and severally accept responsibility accordingly. FALCON PILING: Issues Judicial Management Order Notice ------------------------------------------------------ A notice is hereby given that on January 9, 2004 an order for placing Falcon Piling Pte Ltd. under judicial management was made and the relevant particulars of the matter are given as follows: (1) Number of matter: Originating Petition No. 22 of 2003/Q. (2) Date of presentation of petition: 12th day of November 2003. (3) Petitioner's solicitors: Yeo Wee Kiong Law Corporation of 1 Raffles Place #39-02 OUB Centre Singapore 048616. (4) Date of Order: 9th day of January 2004. (5) Registered office of the Company: 61 Gul Drive Singapore 629500. YEO WEE KIONG LAW CORPORATION Solicitors for the Petitioner. FHTK HOLDINGS: Posts Changes in Shareholder's Interest ------------------------------------------------------ FHTK Holdings Ltd. posted a notice of changes in substantial shareholder Citibank N.A., Singapore Branch interests: PART I 1. Date of notice to issuer: 08/01/2004 2. Name of Substantial Shareholder: Citibank N.A., Singapore Branch 3. Please tick one or more appropriate box(es): PART II 1. Date of change of interest: 2. Name of Registered Holder: 3. Circumstance(s) giving rise to the interest or change in interest: 4. Information relating to shares held in the name of the Registered Holder: - No. of shares held before the change: As a percentage of issued share capital: No. of shares which are the subject of this notice: As a percentage of issued share capital: Amount of consideration (excluding brokerage and stamp duties) per share paid or received: No. of shares held after the change: As a percentage of issued share capital: PART III 1. Date of change of interest: 07/01/2004 2. The change in the percentage level: From 6.819 percent to 6.795 percent 3. Circumstance(s) giving rise to the interest or change in interest: Sales in open market at own discretion 4. A statement of whether the change in the percentage level is the result of a transaction or a series of transactions. Change is the result of a transaction. PART IV 1. Holdings of Substantial Shareholder, including direct and deemed interest: Direct Deemed No. of shares held before change: 83,943,000 0 % of issued share capital: 6.819 0 No. of shares held after change: 83,643,000 0 % of issued share capital: 6.795 0 G3BONDSINASIA PTE: Issues Debt Claim Notice to Creditors -------------------------------------------------------- Notice is hereby given that the creditors of G3bondsinasia Pte Ltd (In Members' Voluntary Liquidation), which is being wound up voluntarily are required on February 9, 2004 to send in their names, addresses and particulars of their debts or claims, and the names and addresses of their solicitors (if any) to the Company's liquidators Neo Ban Chuan and Yeap Lam Kheng of c/o 16 Raffles Quay, #22-00 Hong Leong Building, Singapore 048581. MAKANSUTRA MEDIA: Creditors Must Submit Claims by February 9 ------------------------------------------------------------ The creditors of Makansutra Media Pte Ltd (In Members' Voluntary Liquidation), which is being voluntarily wound up are required on or before February 9, 2004 to send in their names and addresses with particulars of their debts and claims and the names and addresses of their solicitor (if any) to the Company's liquidator Tan Beng Hwee c/o Messrs B H Tan & Associates, of 20 Peck Seah Street #05-00, Singapore 079312. SINGAPORE TELECOMMUNICATIONS: Unit Appoints liquidator ------------------------------------------------------ Singapore Telecommunications Limited (SingTel) announced that SingTel Japan Co., Ltd. (SingTel Japan), a wholly owned subsidiary of SingTel, is in voluntary liquidation as a result of rationalization, and has appointed Mr. Lim Kian Soon as its liquidator. SingTel's business activities in Japan are currently operating and will continue to operate under Singapore Telecom Japan Co., Ltd. (Singapore Telecom Japan), another wholly owned subsidiary of SingTel. Singapore Telecom Japan was incorporated on 6 November 1995 to provide service based telecommunications and related services, while SingTel Japan was incorporated on 1 April 1999 to provide facilities based telecommunications and related services. Pursuant to a relaxation of the telecommunications regulations in Japan, SingTel Japan's business was consolidated under Singapore Telecom Japan on 31 July 2002. Since then, SingTel Japan has been dormant. =============== T H A I L A N D =============== ADVANCE PAINT: Paid-up Capital Rises ------------------------------------ Subject : Registration of additional paid-up capital Attention : President of the Stock Exchange of Thailand Advance Paint & Chemical (Thailand) Public Co., Ltd., announced that according to the second exercise of APC-W1 and APC-W2 on December 31,2003, the company has registered an increase in paid-up capital from Baht 1,693,370,750 (Baht one thousand six hundred ninety three million three hundred seventy thousand seven hundred fifty only) to Baht 2,217,231,750 (Baht two thousand two hundred seventeen million two hundred thirty one thousand seven hundred fifty only) at the Ministry of Commerce since January 13, 2004. Please be informed accordingly. Yours faithfully, Narumol Punnakitikashem) Executive Director CAPETRONIC INTERNATIONAL: Details Latest Exercise of Warrants ------------------------------------------------------------- To : President of the Stock Exchange of Thailand As Capetronic International (Thailand) Plc. issued 63,220,000 units of Warrants and these warrants were at 22nd exercise date on 5th January 2004. The Company herewith reports the exercise of the warrants for the 22nd exercise date as per following details: - Exercise ratio : 1 warrant has a right to subscribe 1.074 ordinary shares. - Exercise price : Baht 10 per share. - Ordinary shares reserved to support the exercise : 67,898,280 shares. - No. of warrant holders exercise : none. - No. of warrant being exercised : none. - Ordinary shares resulted from the exercise : none. - Amount of money received from the share sale : none. - Total remaining warrants listed in the Stock Exchange of Thailand : 63,220,000 units. Please be informed accordingly Yours sincerely, Seni Sudsawad Director of Finance & Accounting DATAMAT PUBLIC: Unit Shares Start MESDAQ Trading ------------------------------------------------ The Stock Exchange of Thailand reference is made to Datamat Public Company Ltd's letter dated December 29, 2003, informing that the shares of DVM Technology Sdn. Bhd., a subsidiary in Malaysia in the business of network integration solutions, telecommunication services and telecommunication system installation, in which the Company hold 61.2 million shares or 38 percent, had been listed in MESDAQ Market in KLSE and would start trading on January 2, 2004. The Company would like to add that the shares of DVM Technology Sdn. Bhd. have started trading in MESDAQ Market on January 2, 2004, as scheduled. These shares are the first "counter" shares traded in KLSE, and the Company is the first Thai Company to have its subsidiary listed and traded in KLSE, for the year 2004. EMC PUBLIC: Submits Progress Report to SET ------------------------------------------ Reference is made to EMC Public Company Limited, which holds the status of a Company having its ordinary shares listed on the Stock Exchange of Thailand (the SET) and which has entered into the business reorganization plan pursuant to the Bankruptcy Act. The SET has required the Company to submit the progress report in accordance to the business reorganization plan. The Company through EMC Power Company Limited, the plan administrator, hereby informs you that the Company has finalized registered the increase of registered capital from Baht 67,795,431 to Baht 427,795,431 on January 6, 2004. Please be informed accordingly. Yours faithfully, Komol Wongpornpenpap Smai Leesakul Director EMC Power Company Limited Acting as a Plan Preparer of EMC Public Company Limited EMC PUBLIC: Posts Details of Capital Increase --------------------------------------------- EMC Public Company Limited, through EMC Power Company Limited, the Plan Administrator hereby report of a capital increase as follows: (1) Capital increase: The Central Bankruptcy Court issued an order approving the Amendment to the Business Reorganization Plan of the Company on December 22, 2003. The Company consequently submitted a petition to the Central Bankruptcy Court requesting permission to proceed with the increase of registered capital and the Central Bankruptcy Court agreed and approved such request. The Plan Administrator, therefore, proceeded with the increase of registered capital from Baht 67,795,431 to Baht 427,795,431 by issuing ordinary shares amounting to 360,000,000 shares, with a par value of Baht 1, totaling of Baht 360,000,000. (2) Allotment of new shares: According to the Business Reorganization Plan, details of the allotment of 360,000,000 ordinary shares with par value of 1 Baht each, totaling 360,000,000 Baht are as follows: (2.1) Details of the allotment: (a) Allocated to specific investors (Private placement) amounting to 230,000,000 shares with the offered priced of Baht 1 per share. The Plan Administrators shall allocate shares to local and/or foreign investors with strong financial position or with a business synergy. This will strengthen the financial position to the Company and gain competitive advantage in the market; The strategic investors are the expertise in finance especially the project finance relating to the construction; in addition, they are well known to the finance institutions' bankers. These will create a benefit for the procurement of the fund to the Company for the future projects. The strategic investors are familiar with the construction business and experience in marketing. These are necessary for seeking of new project or work to the Company. Among these investors, Khun Suthisak Lohswasdi and Khun Prasert Kasamekomes who are the major investors will jointly manage the Company as the directors to strengthen the Company's business. The strategic investors are acceptable to Bangkok Bank Public Company Limited who is the major creditors under the Business Reorganization Plan of the company, as the following groups: 1. Khun Suthisak Lohswasdi - Executive and New Investors Khun Supatja Tannapairat holds 10,000,000 Shares Khun Pranee Kerdmongkol holds 15,000,000 Shares Khun Chantida Greenpong holds 16,000,000 Shares Khun Suthisak Lohswasdi holds 11,000,000 Shares Khun Pornpan Lansai holds 10,000,000 Shares 2. Khun Sunee Sornchaitanasuk - Executive and New Investors Khun Sunee Sornchaitanasuk holds 10,000,000 Shares Khun Somwang Boontongrungtavee holds 8,000,000 Shares Khun Chanvit Vitsiri holds 8,200,000 Shares Khun Rupop Chinnawat holds 18,000,000 Shares 3. Khun Prasert Kasamekomes - Executive and New Investors Khun Prasert Kasamekomes holds 10,000,000 Shares Khun Supa Yingkitpinyo holds 15,000,000 Shares Khun Rattana Satianvaree holds 15,000,000 Shares 4. Khun Komol Wongpornpenpap - New Director and Former Director Khun Ratchanee Boonyam holds 32,000,000 Shares Khun Chai Soponpanich holds 5,000,000 Shares Khun Vassana Loyjirakul holds 5,000,000 Shares Khun Slib Soongsawang holds 5,000,000 Shares The Remains are general investors. (b) Reserved for the conversion of debt to equity conversion of the outstanding long-term debt with Bangkok Bank Public Company Limited (Tranche WS) amounting to 30,000,000 shares; (c) Reserved for the conversion of "EMC Public Company Limited Convertible Debentures No. 1 due 2011" (Convertible Debentures") amounting to 50,000,000 shares. As a result from the decrease of par value of Company's shares from Baht 10 per share to Baht 1 per share, the conversion ratio of the Convertible Debentures will be changed from 1 Convertible Debentures entitling to the conversion of 100 shares to 1 Convertible Debentures entitling to the conversion of 1,000 shares. The Convertible Debentures were issued on October 19, 2001 in the total amount of Baht 50,000,000 divided into 50,000 units with the face value of Baht 1,000 per unit. This Convertible Debentures will be matured on October 19, 2011 with the conversion rights on June 30 and December 30 of each year. Coupon rate for year 1-4 equals to 1% per annum and for year 5-10 equals to 2% per annum; (d) Reserved for the conversion the exercise of warrants under Employee Stock Option Plan amounting to 50,000,000 shares, which the Company will issue warrant to its employee. Details of the allocation will be subjected to the discretion of the Plan Administrators or the Board of Directors (as the case may be). (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 - none - (3) Schedule for shareholders meeting to approve the capital increase/allotment as the company is being restructured under the Business Reorganization plan, all legal rights of the shareholders are suspended, except the rights to receive a dividend, and the said rights are vested in the Plan Administrator. Therefore, the arrangement of a shareholders' meeting is not required. (4) Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) - none - (5) Objectives of the capital increase and plan for utilizing proceeds received from the capital increase. According to the terms and conditions of the Business Reorganization Plan, the company shall apply the proceed receiving from the increase of capital as the following order: (5.1) Repay the outstanding debt under the Business Reorganization Plan to Class 1-5 Creditors in the total amount of Baht 143,616,320.08. Repayment procedure and method shall comply with the Business Reorganization Plan; (5.2) Deposit to the account opened with the Security Agent as the collateral for the repayment to Class 8 Creditors; and (5.3) Apply as a working capital of the Company if there is a remaining proceed from the utilization of the above procedures. (6) Benefits that the Company will receive from the capital increase/share allotment: To decrease the outstanding debt of the Company and to make the debt to equity ratio of the Company at the appropriate level, these will strengthen the financial status of the Company. (7) Benefits that the shareholders will receive from the capital increase/share allotment: The increase of registered capital is part of the completion of the Business Reorganization Plan. After the implementation of the latter has been successfully completed and the Central Bankruptcy Court orders to cancel the business reorganization, shareholders of the Company and shall again enjoy their legal rights. (8) Other details necessary for shareholders to approve the capital increase/share allotment: The increase of capital complies with the terms and conditions under the Business Reorganization Plan of the Company. (9) Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: The Company has completed registration relating to the increase of registered capital with the Ministry of Commerce on January 6, 2004. The Company hereby certifies that the information contained in this report form is true and complete in all respects. Mr.Komol Wongpornpenpap (Signed) Director Mr.Smai Leesakul (Signed) Director THAI HEAT: Posts Latest Update on Debt-to-equity Conversion ----------------------------------------------------------- To: The Director and Manager, the Stock Exchange of Thailand As Thai Heat Exchange Public Company Limited had issued convertible preferred shares and convertible debentures to the financial institution according to the rehabilitation plan. The convertible preferred shares and convertible debentures could be converted by the end of each quarter. At the 4th quarter ended on December 31, 2003 there was no requisition to convert the shares. The detail of the authorized share capital 61,985,800 shares of Baht 10.00 each totaling amount Baht 619,858,000 as follows. Common Stock 54,223,500 shares of Baht 10.00 each totaling amount Baht 542,235,000. Preferred Stock 7,762,300 shares of Baht 10.00 each totaling amount Baht 77,623,000. Thai Heat Revival Company Limited as the reorganization planner of Thai Heat Exchange PCL. Mr. Surin Wanpensakul Director TONGKAH HABOUR: SET OKs Trading of Securities --------------------------------------------- The Stock Exchange of Thailand (SET) has allowed the securities of Tongkah Habour Public Company Limited (THL) to be traded on the SET after finishing capital increase procedures starting from 15 January 2004. Issued Paid up Capital Old: 478,437,317 Baht (Common Stock 478,437,317 Shares) New: 483,648,570 Baht (Common Stock 483,648,570 Shares) Par Value: 1 Baht Allocate to: Mr. Chalermpol Thimaporn 5,211,253 shares Ratio: - Price Per Share: 8 Baht per share Payment Date: 21 November 2003 and 24 December 2003 TRAFFIC CORNER: To Trade New Shares Today ----------------------------------------- New shares of Traffic Corner Holding Public Company Limited (TRAF) will begin trading on January 16, 2004 after finishing capital increase procedures. Issued and Paid up Capital Old : 208,727,500 Baht - Common Stock 208,727,500 shares New : 217,062,500 Baht - Common Stock 217,062,500 shares Par value per share : 1 Baht Allocate to : Conversion of Warrant (TRAF-W1) to Common Stock amounting to 8,335,000 Shares Ratio : 1 Warrant : 1 Common Stock Price Per Share : 1 Baht Exercise/Payment Date : December 31, 2003 * 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 Qingoi Motorcycle 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 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 Panglobal Bhd PGL0 (41.07) 187.79 Promet Bhd PMPT (174.45) 50.49 Saship Holdings SASH (168.68) 136.30 Sri Hartamas Bhd SRIH (118.91) 99.76 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 -------- Christiani & Nielsen (Thai) PCL CNT (24.03) 35.80 Datamat PCL DTM (9.53) 13.66 Jutha Maritime PCL JUTHA (3.70) 31.60 National Fertilizer PCL NFC (30.82) 297.40 Nakornthai Strip Mill PCL NSM (654.33) 608.46 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., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Ma. Cristina Pernites-Lao, Editors. Copyright 2004. 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 ***