---

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      

      Tuesday, April 21, 1998, Vol. 1, No. 44

                    Headlines


C H I N A   &   H O N G   K O N G

AWT HOLDINGS: Announces Settlement Proposal
CLIMAX INTERNATIONAL: Conditional Issue and Facility
KUMAGAI GUMI: Subscription Agreement with China Everbright
SIU-FUNG CERAMICS: Share Subscription Announcement


J A P A N  

NISSAN MOTOR: Expects 79% Fall In FY97 Net Profit


K O R E A

DAEWOO GROUP: Abolishes Chairman's Office
KIA MOTORS: Insolvent Company Turns Profit
KIA MOTORS: Workers Allow Receiver to Begin Work


M A L A Y S I A

ELTECH LAND: Searching for Partner on Condo Project
SIME BANK: RHB Given 5 More Days


P H I L I P P I N E S

NEGROS NAVIGATION: Metro Pacific Buys Stock to Pay Debts



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

AWT HOLDINGS: Announces Settlement Proposal
-------------------------------------------
The Directors of AWT Holdings Company Limited are pleased
to announce that AWT Realty Limited, a wholly-owned
subsidiary of the Company, entered into 24 settlement
agreements with 24 of its creditors on 15th April, 1998.
Under the Settlement Agreements, AWT Realty agreed to
procure the Company to allot a total of 78,494,000 shares
of HK$0.10 each to the Accepted Creditors and the Accepted
Creditors agreed to accept the Settlement Shares as full
and final satisfaction of certain debts due and payable by
AWT Realty to them. AWT Realty is now also negotiating with
6 of its creditors with a view to entering into similar
settlement agreements with them.

Shareholders are reminded that AWT Realty is still in
discussion with the Negotiating Creditors about this
settlement proposal and binding settlement agreements may
or may not be reached. No deadline has been set by AWT
Realty and the Company as to when the negotiations with the
Negotiating Creditors should have been completed. The
Company will make further announcement if the Negotiating
Creditors enter into similar settlement agreements with AWT
Realty later.

Apart from current discussions with the Negotiating
Creditors, the Directors of the Company do not rule out the
possibility that AWT Realty may at a later stage approach
its other creditors for a similar proposal, although it is
now too early to state when and whether this will happen.
These other creditors are mainly the employees and trade
creditors of AWT Realty. At the present stage, it is not
able to ascertain the total amount due to them because the
management accounts of AWT Realty for March 1998 have not
yet been finalized. The Company will make appropriate
announcement in due course.

By Order of the Board
AWT Holdings Company Limited
Leung Tze Hang, David
Chairman

Hong Kong, 16th April, 1998

(SEHK 17-Apr-1998)


CLIMAX INTERNATIONAL: Conditional Issue and Facility
----------------------------------------------------
Climax, United Pacific Industries Limited and Selma Ltd.
wish to announce that on 10th April, 1998 they entered into
an Agreement, dealing with a range of matters affecting
Climax and the arrangements between Selma and UPI. The
Agreement includes the formation of a new Board and a
conditional proposal for UPI to facilitate the provision of
a HK$50 million new short term banking facility to be made
available to Climax by a licensed bank in Hong Kong. It is
proposed that the new facility will be made as part of a
proposal to restructure Climax's existing bank debt, which
proposal has recently been submitted to Climax's bankers
for their consideration. The proposal also calls for Climax
to implement a Rights Issue, to raise an aggregate amount
of approximately HK$100 million. If the Rights Issue
proceeds and is underwritten or procured to be underwritten
by UPI, Selma will transfer all of its entitlements under
the Rights Issue to UPI and/or its designates for a nominal
value and UPI will take up both its own entitlement and
Selma's entitlement under the Rights Issue.

Each of the provisions of the Agreement referred to above
is conditional on Climax reaching agreement with its
lenders in respect of the Debt Restructuring Proposal
referred to below, in terms acceptable to UPI, within 30
days from the date of the Agreement.

Financial Information regarding Climax and Debt
Restructuring Proposal

Climax announced on 1st April, 1998 that, as at 27th March,
1998, the total outstanding bank borrowings of the Group
amounted to approximately HK$590 million, comprising
approximately HK$395 million in short term indebtedness
(i.e. indebtedness repayable within one year) and
approximately HK$195 million in long term indebtedness
(i.e. any indebtedness other than short term indebtedness).
Climax also announced that it did not have any outstanding
unused banking facilities and that the total amount of bank
loans which had been demanded for immediate repayment
amounted to approximately HK$131 million. In addition, as
at 27th March, 1998, the cash resources of the Group
amounted to approximately HK$15 million. As at the date of
this announcement, the cash resources are approximately
HK$13 million.

Climax also announced on 1st April, 1998 that it was having
discussions with its bankers and that it would keep
shareholders informed of any material developments by way
of further announcements, as appropriate. The Agreement was
entered into by Climax, UPI and Selma in conjunction with a
Debt Restructuring Proposal arising out of those
discussions and which has recently been submitted to
Climax's bankers. Several of the most important provisions
of the Agreement are conditional on Climax reaching
agreement with its bankers in respect of the Debt
Restructuring Proposal, in terms acceptable to UPI, within
30 days from the date of the Agreement.

As at 31st March, 1997 (being the date of the latest
published audited financial statements of Climax), the net
tangible assets of Climax amounted to approximately HK$368
million. The net profit before tax shown in the audited
consolidated financial statements of Climax for the two
years ended 31st March, 1997 and 31st March, 1996 was
HK$55.773 million and HK$84.835 million, respectively. The
net profit after tax in respect of the same periods was
HK$53.431 million and HK$80.026 million, respectively. The
profit attributable to shareholders for these periods was
HK$52.604 million and HK$80.028 million, respectively.

By Order of the Climax Board
Climax International Company Limited
Fung Kwong Yan
Chairman

By Order of the UPI Board
United Pacific
Industries Limited
Simon N. Hsu
Group Managing Director

By Order of the Selma Board
Selma Limited
Fung Kwong Yan
Director

Hong Kong, 16th April, 1998

(SEHK 17-Apr-1998)


KUMAGAI GUMI: Subscription Agreement with China Everbright
----------------------------------------------------------
China Everbright is a substantial shareholder of Kumagai
owning at present about 20.98% of Kumagai's issued share
capital. On 14th April 1998, China Everbright entered into
the Subscription Agreement with Kumagai agreeing to
subscribe for either 90,000,000 new Kumagai Shares ("First
Alternative") or for 35,000,000 new Kumagai Shares ("Second
Alternative") at a price of HK$4.80 per Subscription Share
(for both the First Alternative and the Second
Alternative). On 15th April, 1998, Shanghai 21st Century, a
fellow subsidiary of China Everbright, (and therefore an
associate of China Everbright for the purposes of the
Listing Rules) entered into the Construction Contract with
Kumagai. Both the Subscription Agreement and the
Construction Contract constitute a connected transaction
(as defined under the Listing Rules) for Kumagai under the
Listing Rules and will be subject to the approval by the
independent shareholders of Kumagai. BNP Prime Peregrine
has been appointed as the financial adviser to advise
Kumagai on the Subscription and the Construction Contract.

In the event that China Everbright follows the First
Alternative in relation to the Subscription, China
Everbright will hold a total of 177,000,000 Kumagai Shares
representing about 35.07% of the total issued share capital
of Kumagai as enlarged by the Subscription. In the event
that China Everbright follows the Second Alternative, China
Everbright will hold 122,000,000 Kumagai Shares
representing about 27.12% of the total issued share capital
of Kumagai as enlarged by the Subscription.

Whether China Everbright follows the First Alternative or
the Second Alternative depends on the following: if
following an independent vote by poll of the shareholders
of Kumagai, the Executive under the Code grants the
Whitewash Waiver then China Everbright will subscribe for
90,000,000 new Kumagai Shares. If the Whitewash Waiver to
China Everbright is not granted by the Executive, or the
Whitewash Waiver is not approved by the independent
shareholders of Kumagai, but confirmation is obtained from
the Executive that no offer will be required by any person
under Rule 26 of the Code as a result of the Subscription
assuming that only 35,000,000 new Kumagai Shares are
subscribed for by China Everbright, then China Everbright
will subscribe for 35,000,000 new Kumagai Shares. If both
the First Alternative and the Second Alternative cannot be
eventuated, then the Subscription Agreement will become
void.

The estimated net proceeds from the Subscription of about
HK$430 million (assuming the First Alternative is followed)
or of about HK$166 million (assuming the Second Alternative
is followed) will all be used as working capital in
connection with the Construction Contract (which will
require about HK$100 million for the first 12 months after
construction commences) with the remaining proceeds being
used to reduce the bank borrowings of Kumagai and its
subsidiaries.

For the year ended 31st December, 1995, the audited profits
before and after taxation of Kumagai were about HK$393.6
million and HK$337.9 million, compared to the audited
profits before and after taxation of about HK$517.5 million
and HK$450.6 million respectively for the year ended 31st
December, 1996. The net asset value of Kumagai as at 31st
December, 1996 was about HK$3,423 million. The unaudited
profit before tax of Kumagai for the six months ended 30th
June, 1997 amounted to about HK$532.6 million.

The main business of China Everbright and its related
companies involve investments, joint ventures and co-
operation projects in the areas of infrastructure, building
material manufacturing and property development in the PRC.
The net asset value of China Everbright as at 31st
December, 1996 was about HK$1,471 million.

After the completion of the Subscription Agreement
(assuming the First Alternative is followed), China
Everbright will increase its direct and indirect interest
from about 20.98% to about 35.07% in the issued share
capital of Kumagai and will become the controlling
shareholder of Kumagai. The directors of Kumagai consider
that the presence of China Everbright as Kumagai's
controlling shareholder is important to Kumagai's existing
operation and future development based on the following:

By Order of the Board
Kumagai Gumi (Hong Kong) Limited
Yu Ching Po
Chairman

By Order of the Board
China Everbright International Limited
Philip Fan
Director

Hong Kong, 16th April, 1998

(SEHK 17-Apr-1998)


SIU-FUNG CERAMICS: Share Subscription Announcement
--------------------------------------------------
Under a Memorandum of Agreement, the board of directors of
Siu-Fung Ceramics Holdings Limited understands that it is
envisaged that China Everbright and Shui Hua will each
subscribe for such number of shares in the Company as will
represent 30% and 21% respectively of the enlarged issued
capital of the Company following the completion of the debt
restructuring and recapitalisation proposals. Shui Hua will
subscribe in cash for 2,500,000,000 new shares of HK$0.10
each in the capital of the Company at a price of HK$0.32
per share to raise HK$800,000,000 before expenses. Details
of the Heads of Agreement were announced on 28th November,
1997. Under the MOA, it is envisaged that China Everbright
and Shui Hua will each subscribe at a price of HK$0.32 per
share for such number of shares in the Company as will
represent 30% and 21% respectively, of the enlarged issued
capital of the Company.

As stated in the joint announcement made by Shui Hua and
the Company on 9th February, 1998, Shui Hua and the Company
has been engaged in discussions and negotiations with a
consortium of banks, institutional investors, noteholders
and other creditors regarding the restructuring of the
indebtedness of the Company. The restructuring of the
indebtedness includes cash settlements, debt reductions and
conversion of debt to equity. The Board wishes to advise
that such discussions are entering a decisive stage with a
majority of banks, majority of noteholders and
institutional investors having informally indicated their
in-principal approval to the Proposals. As stated in the
Heads of Agreement and its supplemental agreement dated 7th
February, 1998, it is envisaged that the deadline for the
completion of the Proposals will be 30th June, 1998.

The shares of the Company remain suspended from trading on
The Stock
Exchange of Hong Kong Limited.

   By order of the Board
   Siu-Fung Ceramics Holdings Limited
   Lee Siu Fung, Siegfried
   Chairman

Hong Kong, 16th April, 1998

(SEHK 17-Apr-1998)


=========
J A P A N  
=========

NISSAN MOTOR: Expects 79% Fall In FY97 Net Profit
-------------------------------------------------
Nissan Motor Co. (7201) estimates consolidated net profit
fell 79% to 16 billion yen in the year ended March, company
officials said Friday. A poor performance at the parent
company coupled with 45 billion yen in loss at North
American operations pushed down earnings. Pretax profit at
the parent company is expected to fall 29% year on year to
57.7 billion yen, down more than 40% on earlier estimates
of 100 billion yen. The profit fall reflected lower sales
of high-margin luxury models and some 50 billion yen in
stockholding loss.
(The Nihon Keizai Shimbun 18-Apr-1998)


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

DAEWOO GROUP: Abolishes Chairman's Office
-----------------------------------------
Daewoo Group, in a move to respond to much-touted requests
for corporate restructuring, has decided to abolish the
chairman's office which has been in charge of assisting in
group management. The nation's third largest group is also
discontinuing meetings of the top managers of subsidiaries
and strengthening self-reliant management on the part of
the branch companies. Daewoo's move in this respect has
drawn special attention in that it comes amid mounting
calls for the realignment of the chaebol or conglomerates
system.

In order to facilitate the drive for corporate
restructuring, Daewoo plans to set up a council of chief
executive officers of each subsidiary. A Daewoo official
said the council will be in charge of discussing mutual
concerns arising in the process of industrial
restructuring. But the council members will have no rights
to decide policy, said the official. An affiliate office
will be established to assist in the operation of the
council, to be led by former president of the chairman's
office Kim Wook-han.

Daewoo explained that the decision to abolish the
chairman's office and the meeting of the presidents comes
in response to the government policy of industrial
restructuring and increased managerial transparency.
(Korea Times 20-Apr-1998)


KIA MOTORS: Insolvent Company Turns Profit
------------------------------------------
Korea's Kia Motors, an insolvent South Korean vehicle
manufacturer fighting to maintain its independence, has
turned a profit for the first time since 1993. The company
said it earned 45 billion won ($NZ60 million) in the
first three months of the year and expected a profit of 150
billion won for 1998 as a  whole.
(Evening Post 14-Apr-1998)   


KIA MOTORS: Workers Allow Receiver to Begin Work
------------------------------------------------
Kia Motors Corp. workers lifted a blockade around the
company headquarters in Seoul yesterday, allowing court-
appointed administrators to take over the management of
their company. The Kia union took the step after agreeing
to end its strike gradually in overnight talks with the
court appointed company manager, Yoo Chong-yul. Yoo had
been blocked from entering his office since the Seoul
District Court put Kia Motors, which went bankrupt last
July, under receivership last Wednesday, setting the stage
for its possible third-party takeover. Lifting the
blockade, union leaders asserted that they received a
pledge by Yoo that the company would not be sold to a third
party. The union said the striking workers will return to
production lines gradually from today. It warned, however,
that the issue was considered far from settled, saying that
the union would resume a full strike if the government
didn't keep their guarantee.
(Korea Herald 21-Apr-1998)

Court-appointed administrator for Kia Motors Yoo Chong-yul
designated Song Byung-nam, president of Kia Information
Systems, as the new president of the insolvent company,
replacing Park Je-hyuk. Park's dismissal came suddenly
after Yoo was denied entrance into his office on the first
day after he was appointed as administrator, due to
repercussions from militant Kia unionists now staging
strikes. Yoo informed the court of the decision and offered
letters of appointment to Song at Kia Economic Research
Institute (KERI) where he prepared makeshift offices in a
ceremony with attending Kia subsidiary presidents.

Song, who formerly served at the now-defunct Economic
Planning Board, previously served as president of the Kia
Information Systems except in the July to December period
last year when he moved to the managerial renovation team
following the bankruptcy of the company. Yoo is also
planning to conduct a reshuffle soon, affecting most
existing executive officials. Observers say Park's
dismissal is a tactic to weaken the influence of Kia
unionists in that Park has been maintaining wide-ranging
support from them.
(Korea Times 20-Apr-1998)


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

ELTECH LAND: Searching for Partner on Condo Project
---------------------------------------------------
Amid a looming payment deadline, cash-strapped Eltech Land
is offering a hefty 25 per cent discount on its $91.5
million land cost to attract a third partner for its Jalan
Kembangan condominium project, said sources. This could
amount to $11.2 million, if the investor took the maximum
49 per cent stake that Eltech Land and joint venture
partner Lai Sun Development are allowed to sell, the
sources said. The two have been hunting for a partner to
help pay the outstanding $68.62 million they owe as the
final payment for the state land. They were given a second
three-month extension last month to pay the bill. The new
date is June 5.

The property unit of mainboard-listed Eltech Electronics
and Hongkong's Lai Sun had been reported earlier to have
secured a bank loan after an effort at arranging a
syndicated loan fell through. However, the amount is said
to be insufficient to cover the bill. The big discount they
are now offering to attract another partner reflects the
high price they paid for the 78,757 sq ft plot last year.
(The Straits Times 20-Apr-1998)


SIME BANK: RHB Given 5 More Days
--------------------------------
Rashid Hussain Bhd (RHB) and its financial arms, RHB       
Capital Bhd and RHB Sakura Merchant Bankers Bhd, have been
granted an additional five market days, beginning today, to
disclose details of the proposed funding scheme for the
acquisition of Sime Bank Bhd. The Kuala Lumpur Stock
Exchange, in a circular to its members on Saturday, said
the above companies now have until Friday, April 24, to
make the full announcement of the funding scheme for the
purpose of the merger with RHB Bank Bhd and the
recapitalisation of the merged RHB Bank.
(Singapore BusinessTimes 20-Apr-1998)

Malaysia's largest pension fund has denied a report that it
holds shares in troubled Sime Bank Bhd. The Employees
Provident Fund (EPF) was responding to a newspaper report
that said it had an 11 per cent stake in Sime Bank, the
target of a merger proposal by financial services group
Rashid Hussain Bhd, Bernama news agency reported late on
Saturday. The role of the EPF in the deal, which has been
stalled since last month over financing, surfaced last week
after a major bank union asked the fund to help provide the
financing.
(The Straits Times 20-Apr-1998)


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

NEGROS NAVIGATION: Metro Pacific Buys Stock to Pay Debts
--------------------------------------------------------
Metro Pacific Corporation (MPC) announced Saturday that it
has signed an agreement to subscribe for P900 million new
shares in Negros Navigation Co., Inc. (NENACO) at P1-per
share.  Following this investment, MPC will hold an
interest of approximately 55 per cent in the enlarged
capital of NENACO.  The proceeds from the issue of new
shares will be used to reduce NENACO's debts and provide
funds for working capital purposes.  The subscription price
of P1-per share represents a premium to the existing market
price, but a discount to NENACO's net asset value per
share.

NENACO is described as one of the leading local integrated
passengers and cargo carriers with operations throughout
the Philippines, including a port facility in Bacolod. The
Group's fleet has been expanded rapidly over recent years
and now includes some of the most well-equipped combined
passenger/cargo inter-island vessels, modern fast
catamarans and conventional container vessels.  NENACO has
developed a well-deserved reputation for the reliability
and quality of its services, including an unrivalled
attention to customer service.

MPC's investment in NENACO represents a diversification
from its existing core businesses of property,
telecommunciations, consumer products, packaging and
banking. The existing requirements of MPC's consumer
products and packaging divisions for distribution support,
however, are expected to result in benefits being derived
from this investment at an early stage.  In addition,
NENACO's operations are well established, with experienced
management, and quality vessels ideally suited to the
present and projected demand in the Philippines.  This
investment, Metro says, provides it with an efficient entry
into the infrastructure sector, where MPC has previously
indicated its intention to consider opportunities, through
a trusted local carrier.

N.L. Nazareno, President and Chief Executive Officer of
MPC, commented, "NENACO is a sound business that has made
many positive and innovative initiatives to improve the
important inter-island transportation industry.  The
quality of its fleet and the experience of its personnel
create an excellent base upon which to develop and expand
the business.  We are delighted to have reached agreement
with NENACO to make this
investment, and we look forward to a long and prosperous
relationship."  (PNA 18-Apr-1998)




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., Princeton, NJ USA, and Beard Group, Inc., Washington,
DC USA.  Debra Brennan and Lexy Mueller, Editors.

Copyright 1998.  All rights reserved.  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 $875 per month
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
301/951-6400.

      * * * End of Transmission * * *