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

                        A S I A   P A C I F I C

                  Wednesday, May 30, 2001, Vol. 4, No. 105


                               Headlines


A U S T R A L I A

ALPHA HEALTHCARE: Ramsay Welcomes Directors' Endorsement
ANACONDA NICKEL: Director Adler Resigns
BALFOURS: Creditors Agree To Buyout, Avoid Liquidation
HARRIS SCARFE: Four Directors Resign
ISP LIMITED: Administrators Appointed
KNIGHTSBRIDGE FINANCE: Liquidation Imposed
LEND LEASE: Reveals A$60-M Further Losses
TELEMEDIA NETWORKS: Review Re Capital Requirements Ongoing


C H I N A   &   H O N G  K O N G

CHAMPION PEAK: Petition To Wind Up
GRANDMART INVESTMENTS: Winding Up Petition To Be Heard
NEW WORLD: Reports Purchase Of Shares In Kiwi Profits
POWER INDUSTRIAL: Winding Up Petition Slated For Hearing
WIN MOST: Petition To Wind Up
WINSHELL LIMITED: Faces Winding Up Petition


I N D O N E S I A

BANK CENTRAL: IBRA Launches Sell-Off
MIWON INDONESIA: Records Net Loss Of Rp56.1-B


J A P A N

ASAHI MUTUAL: Plans To Refinance Y50-B In Loans
HAZAMA CORP: Y105-B Debt-Waiver Spurs Profits
ISUZU MOTORS: Workforce Cuts, Plant Closure Ahead
SEAGAIA: To Pay Y2.8-B In Tax Arrears
SOGO COMPANY: Former Chief Sent To Prosecutors


K O R E A

DAEWOO ELECTRONICS: Sells Semicon Business To AUK
DAEWOO MOTOR: GM Silent On Takeover Bid
DAEWOO MOTOR: Final Talks With GM Begin
HAITAI CONFECTIONERY: Buyer To De Identified In June
HYNIX SEMICON: Separate From Hyundai Group, FTC Says
HYNIX SEMICON: Overseas Roadshow Faces Rough Ride


M A L A Y S I A

ABRAR UNIT: Panglobal Bid Fails
ASIAN PAC: Subsidiary Enters Into SPA With Idris
ISUTA HOLDINGS: Inks SSA, Novation Deeds
PEMBINAAN LIMBONGAN: Appoints Independent Adviser
PSC INDUSTRIES: FIC OKs Proposals


P H I L I P P I N E S

NATIONAL POWER: Gov't Won't Assume All Costs From IPPs
NATIONAL POWER: Seeks Foreign Investor
PILIPINO TELEPHONE: Completes Debt Restructuring


S I N G A P O R E

ELTECH ELECTRONICS: S-Holders Enter Into SPAs With GIL
INNO-PACIFIC: Bags Exchange's Approval For Cap Reduction
OAKWELL ENGINEERING: Auditor's Report For FY 2000
TTL HOLDINGS: Auditors Certify Capital Injection


T H A I L A N D

CENTRAL PAPER: Notice Re Exercise Of Warrant
NATIONAL FINANCE: Posts Results Of AGM
SINO-THAI: Requests For Category Transfer
SINO-THAI: To Be Moved Out Of REHABCO Sector
TUNTEX PUBLIC: Noteholders Approve Debt Workout Deal

     -  -  -  -  -  -  -  -

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


ALPHA HEALTHCARE: Ramsay Welcomes Directors' Endorsement
--------------------------------------------------------
Ramsay Health Care Limited on Monday welcomed the recommendation
from the directors of Alpha Healthcare Limited that they accept
Ramsay's 40 cents per share offer for all Alpha's issued shares.

Ramsay Managing Director Pat Grier said Alpha directors had
acknowledged to Alpha shareholders that it is unlikely there
will be a further offer for their Alpha shares at a higher price
than Ramsay's offer and that there were substantial risks
involved in not accepting the offer.

"While we do not agree with all the assertions in Alpha's
Target's Statement, particularly statements about Alpha's net
tangible asset backing, we are pleased Alpha Directors have
recommended our bid and are confident that Ramsay will soon
achieve majority ownership of Alpha," Grier said.

"Shareholders should note that our offer is unconditional and
they are able to receive prompt cash payment for their shares by
accepting our offer immediately," he said.

Ramsay's offer closes at 7:00pm (Sydney time) on 8 June.


ANACONDA NICKEL: Director Adler Resigns
---------------------------------------
Anaconda Nickel Limited announced Monday that Rodney Adler has,
effective immediately, tendered his resignation as a Director of
Anaconda Nickel Limited, to tend his other business interests.

The Board wishes to record its gratitude in his assistance in
the foundation of Anaconda and his positive role recently as a
Board member.


BALFOURS: Creditors Agree To Buyout, Avoid Liquidation
------------------------------------------------------
The centenary bakery Balfours has dodged liquidation as
creditors of the company voted Thursday last week in favor of a
proposed management buy-out, despite the fact some creditors
would likely receive only A$0.25 on the dollar, Australasian
Business Intelligence reported Friday.

Balfours was placed under voluntary receivership in October last
year.

Following the creditors' buy-out decision, Balfours is set to
proceed with its planned interstate expansion. Balfours will
move out to purpose-built premises in suburban Adelaide, and  
start pursuing national supermarket chains as prospective
clients, the report said


HARRIS SCARFE: Four Directors Resign
------------------------------------
The following Directors of Harris Scarfe Holdings Limited,
according to Company Secretary J M Fitzpatrick, have tendered
their resignations, effective immediately:

* Mr R A Curtis
* Mr R D Mattingly
* Mr R C Oakley
* Mr J M Patten


ISP LIMITED: Administrators Appointed
-------------------------------------
Hall Chadwick Accountants announced Monday that Geoffrey
McDonald and R Albarran were appointed Administrators of ISP
Limited on 25 May 2001, pursuant to a resolution of the Board of
Directors. For further information contact Brent Kijurina of
Hall Chadwick Accountants.


KNIGHTSBRIDGE FINANCE: Liquidation Imposed
------------------------------------------
Failed finance broker Knightsbridge Finance has been placed into
liquidation, following the company's failure to meet the May 15
deadline to complete its proposed deed of arrangement with
administrator John Carrello, Australasian Business Intelligence
reported.

The whole liquidation proceedings will include an investigation
into the company's collapse by Carrello, implicating its founder
Kim Clifton, the report said. The finance broker is one of the
companies to undergo a probe by a royal commission into the
Western Australian finance broking scandal.


LEND LEASE: Reveals A$60-M Further Losses
-----------------------------------------
Following Board review of the company's business plan for the
next three years, Lend Lease Corporation (ASX:LLC), confirms  
Company earnings (before further provisions and restructuring
costs) for fiscal 2001 remain in line with what previously has
been advised (A$210 - 230 million), with growth expected from
this base in fiscal 2002.

However, the Board has determined that the company may need to
make further provisions of up to A$60m after tax at fiscal year
end.

In detail:

* The Company may need to make a further provision for
coolsavings (at the current market price around A$10 million
after tax), dependent on coolsavings' share price at 30 June
2001.

* The Company may need to make a provision for UK investments of
up to A$25 million after tax as a result of recent value
deterioration of some of these investments.

* The Company will need to provide a larger amount than
originally envisaged for restructuring costs in US REI -
estimated at A$25 million after tax.

If these levels of provisions are required, the Company's net
profit for 2001 will be in the range A$150 - $170 million, but
more likely at the low end of the range.

Lend Lease Chair, Jill Ker Conway said, "These possible one-off
provisions should not be allowed to obscure the quite positive
progress we are making with the transition of Lend Lease to
become a leader in the provision of comprehensive, global real
estate services."

"Strip out the $25 million one-off cost for restructuring in the
US REI business and the rest, including those provisions
announced earlier this financial year, all relate to the former
development and investments strategy that we have moved away
from."

Lend Lease Managing Director David Higgins said: "While 2001 is
the year that is carrying the greatest burden of our transition,
as well as significant provisions against earlier investments,
it is important to note that Company earnings (before new
provisions and restructuring costs) remain in line with what we
have previously advised."

"We are making demonstrable progress in our transition towards
becoming the leading global provider of comprehensive real
estate investment, project delivery and financing solutions."

Summary Of The Group's Operating Divisions

Global Real Estate Investments Management (REI Companies):

* REI globally expected to meet after tax profit target to June
2001 (before one time restructuring charges) of A$110-$120
million, albeit at the lower end of the range, and is budgeted
to increase profits in 2002.

* Transaction and incentive fee revenues have been lower during
2001 than in 2000 and growth will be restricted for another 12
months or so given the slow down in US institutional investment
in real estate.

* Despite difficult market conditions in the US, Assets under
Management (AUM) in the US are expected to grow by around 6
percent in the year to June this year. AUM globally expected to
be around A$87 billion at June 2001.

* Cost efficiencies from Project Enterprise (information
technology platform) expected to deliver benefits of US$3
million in 2002 growing to US$11.5 million per annum over next
five years.

Lend Lease has previously targeted operating margins in US REI
of 17 percent in 2001, 23 percent in 2002, 27 percent in 2003
and 30 percent in 2004.

The collective US REI operating profit margins are however
likely to be about 14% for 2001. The profit difference between
14 percent and 17 percent margin in 2001 is US$10-11M (on
revenues of US$360M) and is driven primarily by lower
transaction fee revenues.

Following a further detailed review of the prospects for the US
REI business Higgins added: "We remain positive for the medium
to long term prospects for the business. We believe, however, it
is critical to get the correct balance between cost reductions
and growth. While we will continue to focus intently on costs
and we will exit non-core businesses, we have decided that in
the interests of growing shareholder value, core business
streams will be supported even though some currently do not meet
targeted profitability margins."

"For this reason Lend Lease is not expected to achieve the 2002-
2004 operating margins in US REI but the Lend Lease Board
recently approved the US REI business plan with a budgeted
increase in 2002 profit after tax over 2001."

New CEO of Lend Lease's US Real Estate Investments, Fred Pratt
said, "My focus is on profit growth, and beyond 2002 we expect
further improvements over the whole business."

"We have confirmed the potential for the US businesses and how
we are going to realize that potential. We have set strategies
for revenue growth including:

* targeting capital sources outside the US, principally Middle
East, Germany and Australia

* completion of US$400 million fundraising for Group's Value
Enhancement Fund V, currently US$130 million raised with US$800
million acquisition capacity including debt

* launch of a new strategic transactions group to focus on fast
tracking significant investment opportunities for funds and
clients of the wider USREI group

* taking advantage of increased US Federal government affordable
housing tax credits program (which has increased market size by
40 percent in two years) to grow Lend Lease's Housing and
Community Investments business, one of the premier arrangers of
finance for affordable housing in the US.

Higgins continued, "Lend Lease is moving closer to announcing
further concrete steps in the roll-out of the REI platform to
Asia and Europe."

"The continuing consolidation in the listed and wholesale
property trust markets in Australia also provides growth
potential here."

"In Europe, Lend Lease is exploring new concepts for Funds
including the launch of a new vehicle to complement Lend Lease's
Global Fund and the work being carried out through the Joint
Venture with Generali, one of the largest European insurance
companies."

"Likely initial transactions through the Generali JV are
acquisitions of US commercial office properties on behalf of
European institutions, along with the launch of a European Real
Estate Fund sponsored by an initial investment from Generali."

"So there is an emerging global platform for the REI business,
and we expect to announce further progress in that regard in the
next six months."

Global Real Estate Solutions (BLL, Development Companies)

* Bovis Lend Lease remains on target to more than double the
half year's A$41 million profit after tax. The company is well
positioned to deliver a significant increase next year as it
progresses towards the 2004 target of $150 million after tax.

* The BLL Backlog gross profit is expected to be higher at 30
June 2001 than last year (in excess of A$500 million)

* Further improvement in overhead costs are expected in 2002, in
line with the four-year objective of a reduction from around 80
percent to 70 percent of Backlog.

* Good progress has been made with major global/regional client
relationships. The top 10 clients in BLL now account for 30
percent of the Backlog profit, which highlights the increasing
importance of these relationships.

* Europe continues to represent the best growth opportunity for
BLL in the medium term. Major projects secured include Stanhope
(a major UK developer), in the pharmaceuticals area, where there
is also a strong opportunity pipeline and some good new PFI
positions since the February half year report, including one new
hospital PFI.

* New business won in the last six months includes 14
assignments in our US business each with values in excess of
$100 million, of which the largest are the Time Warner Center,
another Trump residential tower, Merck's two projects, Nokia's
3G network roll-out, the New York children's hospital and United
Airlines maintenance facilities, and six in our UK/Europe
business each with values in excess of $100 million, of which
the largest are the Aeroflot terminal, and two in Paternoster
Square for Mitsubishi and Stanhope, the Nokia roll-out, and
Marconi's corporate HQ.

* BLL has secured four projects in excess of $100 million in
Asia Pacific, of which the largest are Pfizer and Schering-
Plough in Singapore, and Docklands for MAB in Melbourne.

* In the US, business remains strong with minimal impact from
the US slowdown so far.

* The major progress with the Development business continues to
be in Australia at present. Combined with its existing urban
development projects, the recent Melbourne Docklands Victoria
Harbour precinct win, and given successful completion of the
recommended offer for the acquisition of Delfin, Lend Lease will
have control of over 55,000 residential allotments, mostly in
the prime growth corridors of the three major capital cities.
This stock will be released to the market over the next 15-20
years, delivering quality recurring profit streams.

Summary

Higgins concluded, "Overall, we remain pleased with progress on
transition of its business to becoming the leading provider of
comprehensive, global real estate services.

"Assuming no material deterioration in any of our key operating
markets and no further need for provisions, and none is foreseen
at this time, we are budgeting for an increased profit in 2002
from a level of $210 million, and expect substantial progress
with our transition strategy."

Higgins, together with Chair Ker Conway, Finance Director Robert
Tsenin and Pratt, will speak to market analysts and media about
the Group's progress later today. A transcript of their
commentary will be posted on the Company's website at the
conclusion of the presentation.


TELEMEDIA NETWORKS: Review Re Capital Requirements Ongoing
----------------------------------------------------------
On Wednesday 23 May, the Board of Telemedia Networks
International Ltd (TMN) announced a request for an extension to
the share trading halt which has been in place since Friday 18
May. That announcement stated the Board was reviewing the
position with the company's secured lender, as its continued
support to the company was required and this review was expected
to be completed by the end of that week.

The Board was also reviewing the company's long-term capital
requirements with a view to strengthening the company's balance
sheet and was in discussions with a number of parties that had
expressed interest in the acquisition of either a strategic
stake in or the whole of the company.

Telemedia is continuing discussions with various parties to
strengthen the company's balance sheet, including with its
secured lender and principal creditors, and other possible
providers of equity. It is also in continuing discussions with
parties that have expressed serious interest in the acquisition
of either a strategic stake in, or the whole of, the company.



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


CHAMPION PEAK: Petition To Wind Up
----------------------------------
The petition to wind up Champion Peak Industrial Limited will be
heard before the High Court of Hong Kong on June 20, 2001 at
9:30 am. The petition was filed with the court on the April 23,
2001 by by The Kwangtung Provincial Bank Limited, whose
principal place of business is situated at 1st-3rd Floors, Euro
Trade Centre, 13-14 Connaught Road Central, Hong Kong.


GRANDMART INVESTMENTS: Winding Up Petition To Be Heard
------------------------------------------------------
The petition to wind up Granmart Invesments Limited is scheduled
to be heard before the High Court of Hong Kong on June 6, 2001
at 9:30 am. The petition was filed with the court on April 2,
2001 by Kincheng Banking Corporation of 55 Des Voeux Road
Central, Hong Kong.


NEW WORLD: Reports Purchase Of Shares In Kiwi Profits
-----------------------------------------------------
Pursuant to an agreement dated 25 May 2001, HK2, an indirect
wholly-owned subsidiary of Lee Hing, has agreed to sell the Sale
Shares for a consideration equal to HK$28,349,737. Steady
Profits, an indirect wholly-owned subsidiary of New World China
Land Limited (NWCL), has agreed to the Sale Shares purchase.  
The Sale Shares represent 30 percent of the issued share capital
of Kiwi Profits.

The consideration payable in respect of the transfer of the Sale
Shares will be satisfied by the issue and allotment by NWCL to
HK2 or its nominee of 8,790,616 NWCL Shares credited as fully
paid.

Sale & Purchase Of Interest In Nanjing Huawei

Pursuant to an agreement dated 25 May 2001, HK3, an indirect
wholly-owned subsidiary of Lee Hing, has agreed to sell and New
World Development Company Limited (NWDC), a direct wholly-owned
subsidiary of NWCL, has agreed to purchase the Joint Venture
Interest for a consideration equal to HK$6,840,677. The Joint
Venture Interest represents a 12 percent equity interest in the
registered capital of Nanjing Huawei.

The consideration payable in respect of the assignment of the
Joint Venture Interest will be satisfied by the issue and
allotment by NWCL to HK3 or its nominee of 2,121,140 NWCL Shares
credited as fully paid.

Conditions Precedent

Completion of the sale and purchase of the Sale Shares and of
the Joint Venture Interest are conditional upon:

(a) the approval of the independent shareholders of Lee Hing;
and

(b) the Listing Committee of the Stock Exchange granting
approval to the listing of, and permission to deal in, the
Consideration Shares to be issued and allotted in respect of
each transaction.

Allotment & Issue Of NCWL Shares

The number of NWCL Shares that will be allotted to HK2
represents 0.60 percent of the issued share capital of NWCL.

The number of NWCL Shares that will be allotted to HK3
represents 0.14 percent of the issued share capital of NWCL.

In aggregate, the Consideration Shares represent approximately
0.74 percent of the existing issued share capital of NWCL and
approximately 0.74 percent of the issued share capital of NWCL
as enlarged by the issue of the Consideration Shares.

Connected Transactions & Share Transactions Of

The Transactions constitute connected transactions and share
transactions for each of NWD and NWCL under the Listing Rules
and are required to be disclosed by way of a press announcement.
Relevant details will also be included in the next published
annual report and accounts of each of NWD and NWCL in accordance
with Rule 14.25(1) of the Listing Rules.

Connected Transactions Of Lee Hing

The Transactions constitute connected transactions of Lee Hing
under the Listing Rules and in addition to disclosure by way of
a press announcement, require the approval of the independent
shareholders of Lee Hing.  Relevant details will also be
included in the next published annual report and accounts of Lee
Hing in accordance with Rule 14.25(1) of the Listing Rules.

Sale & Purchase Of Shares In Kiwi Profits

Kiwi Profits Agreement

Date

25 May 2001

Parties

(1) HK2, as the vendor; and

(2) Steady Profits, as the purchaser

HK2 is an indirect wholly-owned subsidiary of Lee Hing and is
the owner of the Sale Shares that represent 30 percent of the
entire issued share capital of Kiwi Profits.

Steady Profits is an indirect wholly-owned subsidiary of NWCL
and is the owner of 7 shares of par value US$1.00 each in Kiwi
Profits, representing 70 percent of the entire issued share
capital of Kiwi Profits.

Major terms of the Kiwi Profits Agreement

Pursuant to the Kiwi Profits Agreement, HK2 has agreed to sell
and Steady Profits has agreed to purchase the Sale Shares. The
consideration payable by Steady Profits to HK2 for the Sale
Shares is equal to HK$28,349,737, which will be satisfied by the
issue and allotment by NWCL to HK2 or its nominee of 8,790,616
NWCL Shares valued at HK$3.225 each and credited as fully paid.

The terms of the Kiwi Profits Agreement, including the
consideration, have been reached following arm's length
negotiations between the parties to the Kiwi Profits Agreement
and after taking into account the current trading price of NWCL
Shares on the Stock Exchange.

Conditions precedent to the Kiwi Profits Agreement

Completion of the sale and purchase of the Sale Shares is
conditional upon satisfaction of the following conditions:

(a) the passing at an extraordinary general meeting of Lee Hing
by independent shareholders of a resolution approving the Kiwi
Profits Agreement and the matters contemplated therein; and

(b) the Listing Committee of the Stock Exchange granting
approval to the listing of, and permission to deal in, the NWCL
Shares to be issued and allotted to HK2 pursuant to the Kiwi
Profits Agreement.

Completion of the Kiwi Profits Agreement

Completion of the sale and purchase of the Sale Shares pursuant
to the Kiwi Profits Agreement will take place within 5 days
following the fulfillment of all of the conditions referred to
above provided such date is not later than 30 June 2001. If the
conditions are not satisfied on or before 30 June 2001 (or such
later date as Steady Profits and HK2 may agree) the Kiwi Profits
Agreement shall lapse. It is expected that completion of the
Kiwi Profits Agreement will take place on or about 28 June 2001.

Information relating to Kiwi Profits

Kiwi Profits is a limited liability company incorporated in the
British Virgin Islands and is owned as to 70 percent and 30
percent by Steady Profits and HK2 respectively at the date of
the Kiwi Profits Agreement. Upon completion of the Kiwi Profits
Agreement, Kiwi Profits will become a wholly-owned subsidiary of
Steady Profits, hence an indirect wholly-owned subsidiary of
NWCL.

Kiwi Profits holds indirectly through a number of intermediary
companies a 35 percent interest in a number of sino-foreign
equity joint venture companies incorporated in the PRC which, in
turn, hold, in aggregate, the entire interest in Beijing Lai Loi
Garden ("Beijing Lai Loi") which is located in the Shunyi County
of Beijing City, the PRC. This location is being developed into
a low density residential housing area with gross floor area of
approximately 649,590 sq.m. Beijing Lai Loi is now under
construction and phase I of Beijing Lai Loi is expected to
complete in year 2002.

The unaudited consolidated net assets of Kiwi Profits as of 31
December 2000 is HK$403,434,179. The audited consolidated net
loss before taxation of Kiwi Profits for the financial years
ended 30 June 1999 and 30 June 2000 was HK$906,107 and
HK$1,076,038 respectively. The value of the consideration for
the Sale Shares represents a discount of approximately 77
percent to the unaudited consolidated net asset value of Kiwi
Profits as at 31 December 2000.

As at 31 December 2000, the book value of the Sale Shares as set
out in the audited consolidated accounts of Lee Hing was
HK$19,339,355. The value of the consideration received
represents a premium of approximately 47 percent to the book
value of the Sale Shares as set out in the audited consolidated
accounts as at 31 December 2000 of Lee Hing.

Sale & Purchase Of Interest In Nanjing Huawei

Nanjing Huawei Agreement

Date

25 May 2001

Parties

(1) HK3, as the transferor; and

(2) NWDC, as the transferee

HK3 is an indirect wholly-owned subsidiary of Lee Hing and is
the beneficial owner of the Joint Venture Interest that
represents a 12% equity interest in the registered capital of
Nanjing Huawei.

NWDC is a direct wholly-owned subsidiary of NWCL and is the
owner of a 80% equity interest in the registered capital of
Nanjing Huawei.

Major terms of the Nanjing Huawei Agreement

Pursuant to the Nanjing Huawei Agreement, HK3 has agreed to
transfer and NWDC has agreed to acquire the Joint Venture
Interest. The consideration payable by NWDC to HK3 for the Joint
Venture Interest is equal to HK$6,840,677, which will be
satisfied by the issue and allotment by NWCL to HK3 or its
nominee of 2,121,140 NWCL Shares valued at HK$3.225 each and
credited as fully paid.

The terms of the Nanjing Huawei Agreement, including the
consideration, have been reached following arm's length
negotiations between the parties to Nanjing Huawei Agreement and
after taking into account the current trading price of NWCL
Shares on the Stock Exchange.

Conditions precedent to the Nanjing Huawei Agreement

Completion of the sale and purchase of the Joint Venture
Interest is conditional upon satisfaction of the following
conditions:

(a) the passing at an extraordinary general meeting of Lee Hing
by independent shareholders of a resolution approving the
Nanjing Huawei Agreement and the matters contemplated therein;
and

(b) the Listing Committee of the Stock Exchange granting
approval to the listing of, and permission to deal in, the NWCL
Shares to be issued and allotted to HK3 pursuant to the Nanjing
Huawei Agreement.

Completion of the Nanjing Huawei Agreement

Completion of the sale and purchase of the Joint Venture
Interest pursuant to the Nanjing Huawei Agreement will take
place within 5 days following the fulfillment of all of the
conditions referred to above provided such date is not later
than 30 June 2001. If the conditions are not satisfied on or
before 30 June 2001 (or such later date as NWDC and HK3 may
agree) the Nanjing Huawei Agreement shall lapse. It is expected
that completion of the Nanjing Huawei Agreement will take place
on or about 28 June 2001.


Information relating to Nanjing Huawei

Nanjing Huawei is a sino-foreign equity joint venture
incorporated in the PRC and beneficially owned as to 80 percent,
12 percent and 8 percent by NWDC, HK3 and independent third
parties respectively at the date of the Nanjing Huawei
Agreement. NWDC increased its beneficial interest in Nanjing
Huawei to 80 percent following the acquisition of additional
interests in Nanjing Huawei held by Nanjing Xuanwu Town
Construction Development Company and American Professional Sound
Systems Co., Ltd. respectively.

After completion of the Nanjing Huawei Agreement, Nanjing Huawei
will be beneficially owned as to 92 percent by NWDC and 8
percent by independent third parties respectively. NWCL has no
present intention to acquire further interest in Nanjing Huawei.

The sole business of Nanjing Huawei is the holding of the entire
interest in Nanjing New World Centre (the "Centre") located in
Xuanwu District, Nanjing, the PRC. The construction of the
Centre is now in progress and is scheduled to complete in 2003.
It is expected that the Centre will provide a gross floor area
of 213,800 sq.m. for the use as service apartments and by retail
and hotel businesses.

The unaudited consolidated net asset value of Nanjing Huawei as
of 31 December 2000 was HK$331,474,321. The unaudited
consolidated net loss before taxation of Nanjing Huawei for the
financial years ended 30 June 1999 and 30 June 2000 was
HK$6,974,156 and HK$4,171,506 respectively. The value of the
consideration for the Joint Venture Interest represents a
discount of approximately 83 percent to the unaudited
consolidated net asset value of Nanjing Huawei as at 31 December
2000.

As of 31 December 2000, the book value of the Joint Venture
Interest as set out in the audited consolidated accounts of Lee
Hing was HK$4,666,508. The value of the consideration received
represents a premium of approximately 47 percent to the book
value of the Joint Venture Interest as set out in the audited
consolidated account as at 31 December 2000 of Lee Hing.

Rationale For Entering Into The Abovementioned Agreements

The board of directors of NWCL believe that the acquisition of
the Sale Shares and of the Joint Venture Interest are in line
with the business objective of NWCL to expand the holding of
high quality property in the PRC. The Transactions provide
excellent opportunities for NWCL to strengthen its property
portfolio and position to benefit from the anticipated increase
in demand for high quality property in the PRC following the
PRC's imminent entry to the World Trade Organization. The
respective board of directors of NWD and NWCL (including the
independent non-executive directors) are of the view that the
terms of the Kiwi Profits Agreement and the Nanjing Huawei
Agreement are fair and reasonable as far as their respective
shareholders are concerned and that the Kiwi Profits Agreement
and the Nanjing Huawei Agreement are in the interest of NWD and
NWCL.

The board of directors of Lee Hing believe that the sale of the
Sale Shares and the Joint Venture Interest represent good
opportunities for Lee Hing to realize long term investment
projects into liquid listed shares while maintaining an indirect
exposure to the property market in the PRC. The board of
directors of Lee Hing is of the view that the terms of the Kiwi
Profits Agreement and the Nanjing Huawei Agreement are fair and
reasonable as far as its shareholders are concerned and that the
Kiwi Profits Agreement and the Nanjing Huawei Agreement are in
the interest of Lee Hing.

Allotment & Issue Of NCWL Shares

Pursuant to the terms of the Kiwi Profits Agreement and the
Nanjing Huawei Agreement, NWCL shall respectively allot and
issue 8,790,616 NWCL Shares credited as fully paid to HK2 or its
nominee, and 2,121,140 NWCL Shares credited as fully paid to HK3
or its nominee.

The issue price for each Consideration Share is HK$3.225, which
is equivalent to a premium of 0.78 percent above the closing
price of the NWCL Shares as quoted in the Stock Exchange on 24
May 2001, being the last trading day immediately preceding the
date of the Kiwi Profits Agreement and the Nanjing Huawei
Agreement and is equivalent to a premium of 4.03 percent above
the average closing price of the NWCL Shares of HK$3.10 on the
Stock Exchange for the last 10 trading days ended on 24 May
2001.

The Consideration Shares represent approximately 0.74 percent of
the existing issued share capital of NWCL and approximately 0.74
percent of the issued share capital of NWCL as enlarged by the
issue of the Consideration Shares.

Upon completion of the Transactions and following the issue of
the Consideration Shares, the interest of NWD in the issued
share capital of NWCL will be diluted from 70.54% to 70.02%.

The Consideration shares will be issued under the general
mandate granted by the shareholders of NWCL to the directors of
NWCL at an extraordinary general meeting of NWCL held on 18
December 2000. The Consideration Shares shall rank pari passu in
all respects with all existing issued NWCL Shares.

Application will be made by NWCL to the Stock Exchange for the
listing of, and permission to deal in, the Consideration Shares.

Connected Transactions & Share Transactions

NWD, through its subsidiary, NWD HI, currently holds
approximately 15.95 percent of the existing issued share capital
of Lee Hing and is, therefore, a substantial shareholder of Lee
Hing. NWCL is a non wholly-owned subsidiary of NWD and in
respect of which NWD controls 70.54 percent of the issued share
capital. By virtue of this relationship, the Transactions
constitute connected transactions of Lee Hing under the Listing
Rules. The Transactions are subject to the disclosure and
shareholders' approval requirements set out in Chapter 14 of the
Listing Rules.

In relation to both Kiwi Profits and Nanjing Huawei, HK2 and HK3
are substantial shareholders of Kiwi Profits and Nanjing Huawei
respectively, which are both treated as subsidiaries of NWCL. By
virtue of the interests of HK2 and HK3 in Kiwi Profits and
Nanjing Huawei respectively, the Transactions constitute
connected transactions for NWCL under the Listing Rules. At the
date hereof, NWD held approximately 70.54 percent interest in
the issued share capital of NWCL. Therefore, the Transactions
also constitute connected transactions of NWD under the Listing
Rules. The Transactions are only subject to the disclosure
requirements set out in Rule 14.25 of the Listing Rules.

Relevant details of the Transactions will be included in the
next published annual report and accounts of each of NWD, NWCL
and Lee Hing in accordance with Rule 14.25(1) of the Listing
Rules.

The Transactions also constitute share transactions for NWD and
NWCL under the Listing Rule by virtue of the issue of the
Consideration Shares by NWCL and are subject to the disclosure
requirements set out in Rule 14.22 of the Listing Rules.

Approval Of Independent Shareholders Of Lee Hing

In the case of Lee Hing, each of the Transactions is subject to
the approval of the independent shareholders of Lee Hing in an
extraordinary general meeting.

An extraordinary general meeting of the shareholders of Lee Hing
will be convened to consider and, if thought fit, approve the
Transactions. In accordance with the Listing Rules, NWD HI and
its associates will abstain from voting at the extraordinary
general meeting.

Independent Board Committee

A committee of the board of directors of Lee Hing, comprising
the independent directors of Lee Hing, will be established for
the purposes of advising the independent shareholders of Lee
Hing.

Independent Financial Adviser

An independent financial adviser will be appointed to advise the
Independent Board Committee on the terms of the transactions
contemplated under the Kiwi Profits Agreement and the Nanjing
Huawei Agreement. The basis and details of the independent
financial adviser's opinion will be set out in its letter to be
included in a circular to be dispatched to shareholders of Lee
Hing in respect of the Transactions.

Circular To Shareholders Of Lee Hing

A circular containing, amongst other things, details of the
Transactions, the advice of the Independent Board Committee to
the independent shareholders and the advice of the independent
financial adviser to the Independent Board Committee will be
despatched to the shareholders of Lee Hing as soon as
practicable.

Information Relating To NWD

The principal business of NWD includes investments in the area
of property, infrastructure, services and telecommunications and
technology.

Information Relation To NWCL

The principal business of NWCL includes property development and
property related investments in the PRC.

Information Relating To LEE HING

The principal business of Lee Hing is investment holding. The
principal activities of its subsidiaries are investment holding,
sale and purchase of long-term listed investments and trading of
short-term listed investments.


POWER INDUSTRIAL: Winding Up Petition Slated For Hearing
--------------------------------------------------------
The petition to wind up Power Industrial (H.K.) Corporation
Limited is scheduled for hearing before the High Court of Hong
Kong at 9:30 am on June 20, 2001. The petition was filed with
the court on April 23, 2001 by Sin Hua Bank Limited, whose
principal place of business is situated at 2A Des Voeux Road
Central, Hong Kong.


WIN MOST: Petition To Wind Up
-----------------------------
The petition to wind up Win Most Limited is set for hearing
before the High Court of Hong Kong on June 6, 2001 at 10 am. The
petition was filed with the court on April 9, 2001 by The China
and South Sea Bank Limited, whose principal place of business is
situated at 136 Des Voeux Road Central, Hong Kong.


WINSHELL LIMITED: Faces Winding Up Petition
-------------------------------------------
The petition to wind up Windshell Limited will be heard before
the High Court of Hong Kong on June 13, 2001 at 9:30 am. The
petition was filed with the court on April 18, 2001 Court by Hua
Chiao Commercial Bank Limited, whose registered office is
situated at 88-89 Des Voeux Road Central, Hong Kong.


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


BANK CENTRAL: IBRA Launches Sell-Off
------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) has launched the
divestment process of up to 40 percent of Bank Central Asia
(BCA).

IBRA currently holds 70.3 percent of the outstanding shares of
BCA. As stipulated in IBRA's agreement with DPR, the sale is
being executed through both a private placement and public
offering. IBRA expects to secure a buyer for the private portion
of 20 percent to 30 percent in mid June, and is hoping to
complete the public offering by mid July.

The private placement process officially kicked off on May 15,
2001.

Marketing documents consisting of a teaser letter and
confidentiality agreement, were sent to a number of foreign and
local institutions.

The targeted list of investors is comprised mainly of banks and
private equity funds. To date, at least 15 parties have
expressed their interest and signed confidentiality agreements.

IBRA expects to receive non-binding bids from these interested
parties by May 30, 2001. After the evaluation, selected
investors will advance into the final bidding stage.

IBRA finds the interest they have received from both domestic
and foreign institutions very encouraging.

This divestment process reflects IBRA's commitment to return
government ownership to the private sector, and restore consumer
confidence in the domestic economy.


MIWON INDONESIA: Records Net Loss Of Rp56.1-B
-------------------------------------------------
Food seasoning manufacturer PT Miwon Indonesia booked, for the
year 2000, a net loss of Rp56.1 billion, far from its net profit
of Rp57.48 recorded in the previous year, IndoExchange reported
Monday.

The reversal, the report said, was largely attributed to an
operating profit of Rp77.2 billion, a decline of about 15.57
percent from Rp91.44 billion in 1999, whittling down the profit
margin to 14.99 percent from 17.37 percent year-on-year.

Also contributing to the loss was the year-on-year rise in
operating expenditures by about 12.13 percent to Rp66.08 billion
from Rp58.93 billion. Sales, moreover, slipped 2.20 percent to
Rp514.97 billion from Rp526.58 billion.

At the end of the full-year period, the company's liabilities
reached Rp639.47 billion, registering an increase by about 56.49
percent, the report said.


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


ASAHI MUTUAL: Plans To Refinance Y50-B In Loans
-----------------------------------------------
To keep its solvency margin from crumbling, Asahi Mutual Life
Insurance Company is seeking to refinance its loans amounting to
Y50 billion from a number of financial institutions, Japan Times
Online reported yesterday, citing company officials. A fraction
of the loans is due to be repaid in July.

When a refinancing is secured, the insurer's foundation fund,
which is equal to a nonlife insurer's capital, will be kept at
Y100 billion.

As of September 30, Asahi Mutual's solvency margin stands at 634
percent, which is way above the required minimum of 200 percent,
the report said.


HAZAMA CORP: Y105-B Debt-Waiver Spurs Profits
---------------------------------------------
After having completed a debt-waiver worth Y105 billion,
shedding most of the extraordinary losses, Hazama Corporation
has swung back into the black, posting a net profit of Y2.31
billion for the year ended March 31, Japan Times Online reported
yesterday.

The gain was attributed to the debt-waiver worth Y104.99 billion
made by four major creditor banks, led by Dai-Ichi Kangyo Bank,
which, according to accounting rules in Japan, would be recorded
as a one-time profit.

Moreover, pretax profit climbed 15.3 percent to Y10.47 billion,
while operating revenues rose 1.1 percent to Y457.43 billion.
Hazama Corp's loss related to loan losses was Y38.85 billion,
while special losses amounted to Y117.63 billion.

Pretax profits for the current fiscal year is estimated to reach
Y10.7 billion. The company also expects a net profit of Y800
million on operating revenues of Y426 billion.


ISUZU MOTORS: Workforce Cuts, Plant Closure Ahead
-------------------------------------------------
In an attempt by controlling shareholder General Motors to stop
two years of loss making, Isuzu Motors has decided to cut a
quarter of its workforce, or about 9,700 jobs, shut down a truck
plant, and divest interests in unprofitable units, Hong Kong
Imail reported yesterday. The company has also resolved to
reduce its purchasing expenses and the number of suppliers by
over a third.

According to company officials, this corporate reorganization is
expected to save as much as Y22 billion, bolstering the
company's net income estimated at Y1 billion for the current
year ending March 2002, IMail said.


SEAGAIA: To Pay Y2.8-B In Tax Arrears
-------------------------------------
Phoenix Resort Limited, the failed operator of the Seagaia
resort center in Miyazaki Prefecture is going to make payments
on its Y2.8-billion local tax arrears to the municipal
government, Japan Times Online reported yesterday, citing court-
appointed Administrator Yasumasa Sato. However, Sato stressed  
the company did not agree to pay Y200 million in penalties, in
order to be able to repay other debts.

According to the report, Sato said this decision was reached
brcause American investment firm Ripplewood Holdings LLC
proposed to acquire the Seagaia for as much as Y18 billion, way
above the estimated value of the resort's assets. The investment
firm was selected by the Miyazaki District Court to spearhead
the resort complex's rehabilitation.

Phoenix Resort, including two affiliates, has been under a
court-sponsored rehabilitation since it applied for court
protection from creditors in February this year with debts
totaling Y326.1 billion.


SOGO COMPANY: Former Chief Sent To Prosecutors
----------------------------------------------
Hiroo Mizushima, the former chairman of collapsed department
store operator Sogo Company, was sent Sunday by the Tokyo police
to prosecutors on suspicion of hiding the company's assets to
avoid court-sanctioned confiscation by creditors, Kyodo News
reported over the weekend. Mizushima was arrested last Friday on
charges that he tried to obstruct the execution of court orders.


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


DAEWOO ELECTRONICS: Sells Semicon Business To AUK
-------------------------------------------------
Daewoo Electronics has finally sold its semiconductor operations
to local electronics parts manufacturer AUK for the sum of W30
billion, as part of the company's self-rescue efforts, The
Digital Chosun reported yesterday.

The official takeover is scheduled to take place on July 1,
right after the due diligence is finalized.

Last year, Daewoo's chip-making unit incurred a profit of W2.5
billion on sales revenues totaling E28.6 billion. The unit
employs a total of 180 workers, the report said.


DAEWOO MOTOR: GM Silent On Takeover Bid
---------------------------------------
American carmaker General Motors (GM) won't talk about its
takeover bid for troubled Korean automaker Daewoo Motor, leaving
speculators to believe this is a negotiations leveraging tactic
by GM to clinch a better deal, The Korea Herald reported over
the weekend.

A GM spokesman in Detroit refused to comment on such
speculations, adding that final negotiations would only commence
once concrete proposals are in place. It was said GM maintains
its interest in the Daewoo takeover.

According to analysts, the delay of the final negotiations could
be attributed to mounting objections to GM's pricing and bid to
acquire only a fraction of Daewoo's local operations from
involved parties in the company and in the negotiations, the
Herald said.


DAEWOO MOTOR: Final Talks With GM Begin
---------------------------------------
The final negotiations between American carmaker General Motors
and creditors of Daewoo Motor for the former's takeover bid
officially started yesterday, following the arrival in Seoul
Monday of GM's negotiating panel led by GM Asia-Pacific Project
Director Allen Parton, The Digital Chosun reported yesterday.

The GM delegation, Chosun said, was set to sit down with Seoul
government officials and Daewoo's creditor group to discuss in
details the negotiation procedures.

Also, today the GM delegation is expected to present a proposal
to the creditor groups, to include the final offer price, Chosun
said.


HAITAI CONFECTIONERY: Buyer To De Identified In June
----------------------------------------------------
Creditors of troubled Haitai Confectionery and its sales agent
firm ABN Amro announced late last week that in an international
auction for the firm the list of prospective buyers has been
whittled down to two foreign consortia for the sale and purchase
negotiations, The Digital Chosun reported Friday.

The buyer will be identified in June, the report said.

These steps are part of the court receivership ruling on the  
firm's request for court intervention to hold off bankruptcy.


HYNIX SEMICON: Separate From Hyundai Group, FTC Says
----------------------------------------------------
Hynix Semiconductors, although it is still undergoing the spin-
off process, is now being considered by the Fair Trade
Commission as a separate entity from the Hyundai Group, The
Digital Chosun reported yesterday. Hynix has relinquished its
management rights and shares to the company's creditor banks.


HYNIX SEMICON: Overseas Roadshow Faces Rough Ride
-------------------------------------------------
The European leg of the overseas roadshow of troubled chipmaker
Hynix Semiconductor, which sought to sell a total of US$1.15
billion worth of shares and bonds, may face a tough task,
following the negative reactions drawn from Asian-based
investors to the marketing move, Hong Kong IMail reported
yesterday.

The overseas roadshow to attract foreign investments began last
week. However, Asian-based investors prefer to put in their
money in other profit-earning chipmakers.

In the first three months of this year, Hynix incurred a loss of
W632 billion, following a loss of W2 trillion booked in 2000,
attributed to the price plunge suffered by its main product, the
dynamic random access chips, the report said.

At the end of March, Hynix's debts stood at W11.2 trillion.


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


ABRAR UNIT: Panglobal Bid Fails
-------------------------------
Following a 2 February 2001 announcement, PanGlobal Berhad says
the Special Administrator of Abrar Group International Sdn Bhd
has, in its letter dated 18 May 2001, informed the company that
its tender through its wholly-owned subsidiary company,
PanGlobal Properties Sdn Bhd, for the acquisition of 100 percent
of the issued capital of Abrar Unit Trust Management Berhad, was
unsuccessful.


ASIAN PAC: Subsidiary Enters Into SPA With Idris
------------------------------------------------
On 21 December 2000, the Asian Pac Holdings Berhad (APHB)
announced that it had entered into a Memorandum of Understanding
with Idris Hydraulic (Malaysia) Berhad (the Purchaser) in
respect to the Proposed Disposal by AGB Properties Sdn Bhd of
32.64 million ordinary shares of RM1.00 each in Tenaga Insurance
Berhad representing 77.7 percent equity interest therein to
Idris for a sale consideration of RM69.939 million to be
satisfied by issuance of 43,711,875 new ordinary shares in
Idaman Unggul Sdn Bhd at an issue price of RM1.60 apiece.

Following this, the Board of Directors of APHB is pleased to
announce that AGB Properties Sdn Bhd (Vendor), a wholly-owned
subsidiary of APHB, had on 28 May 2001 entered into a Sale and
Purchase Agreement (SPA) with Idris in respect of the Proposed
Disposal.

Details Of Proposed Disposal

Background Information on Tenaga Insurance Berhad

Tenaga was incorporated in Malaysia on 12 May 1978 in the name
of Provincial Insurance (Malaysia) Sendirian Berhad under the
Companies Act, 1965 as a private limited company. It
subsequently changed its name to Tenaga Insurance (Malaysia) Sdn
Bhd on 30 January 1991.

On 16 June 1997, it changed its name to Tenaga Insurance Sdn
Bhd. It was subsequently converted into a public limited company
and assumed its present name on 26 June 1997. Tenaga is
principally involved in the underwriting of general insurance.

The present authorized share capital of the company is
RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00
each of which 42,000,000 ordinary shares have been issued and
fully paid-up.

Details of Idris and Newco

Idris was incorporated in Malaysia under the Companies Act, 1965
on 30 November 1983. The present authorized share capital is
RM500,000,000  comprising 500,000,000 ordinary shares of RM0.50
each of which 279,985,000 ordinary shares have been issued and
fully paid-up.

The principal activities of Idris are investment holding and
provision of corporate, administration and management services
to its subsidiaries. Its subsidiary and associated companies are
principally involved in, amongst others, life and general
insurance, property development, investment holding, furniture
manufacturing, marketing and assembling of consumer electrical
products, provision of after sales service for electrical goods
and field installation, timber concessions and management
services.

Idris is currently undertaking a proposed comprehensive
restructuring exercise comprising, inter alia, a proposed
capital reconstruction, proposed corporate restructuring and
proposed debt reconstruction, the details of which are contained
in the announcements dated 17 August 2000 and 11 January 2001
respectively, made by Commerce International Merchant Bankers,
on behalf of Idris to the Kuala Lumpur Stock Exchange. Upon the
completion of the aforesaid proposed comprehensive restructuring
exercise, Newco would assume the listing status of Idris and the
latter will become a wholly owned subsidiary of Newco.

Newco was incorporated in Malaysia under the Companies Act, 1965
on 22 October 1993 as a private limited company. Newco's present
authorized share capital is RM100,000 divided into 100,000
ordinary shares of RM1.00 each of which 10,000 ordinary shares
have been issued and fully paid-up. Newco is currently dormant.

Proposed Disposal

Pursuant to the SPA, AGB will sell, assign and transfer
32,640,000 ordinary shares of RM1.00 each in Tenaga (Sales
Shares) representing 77.7 percent equity interest in Tenaga,
free from all liens, pledges, charges and all encumbrances
whatsoever, to Idris for a sale consideration of RM69,939,000
(subject to variations of not more than 5 percent based on the
final audited accounts of Tenaga for the financial year ended 31
March 2001) to be satisfied by the issuance of 43,711,875 new
ordinary shares of RM1.00 each in Newco at an issue price of
RM1.60 per share (Consideration Shares) or cash (as set out in
Section 2.4(b) of this announcement), at the option of the
Purchaser.

The sale consideration of RM69,939,000 was arrived at on a
willing buyer-willing seller basis after taking into
consideration the following:

(i) the net tangible assets (NTA) of Tenaga based on its audited
accounts for the financial year ended 31 March 2000 of
RM53,654,543 and subject to the finalization of the audited
accounts of Tenaga for the financial year ended 31 March 2001;

(ii) the audited profit after taxation and minority interest of
Tenaga for the financial year ended 31 March 2000 for
RM8,527,971; and

(iii) the prospective business potential and the prospective
future earnings of Tenaga.

The issue price of RM1.60 per Consideration Share was arrived at
on willing buyer-willing seller basis after taking into
consideration the future potential and benefits of Newco as an
enlarged insurance entity.

The Consideration Shares will be issued free from all charges,
liens or any other encumbrances and shall upon allotment, rank
pari-passu in all respects with the existing ordinary shares
RM1.00 each in Newco except that they will not be entitled to
any dividends, rights, allotments and/or other distributions
that may be declared by Newco, the entitlement date of which is
prior to the date of allotment of the Consideration Shares.

The original cost of investment for the 77.71 percent of the
paid-up share capital in Tenaga incurred by the Vendors is
approximately RM21.63 million and the investments were
undertaken between 26 July 1988 and 2 September 1999.

Other Salient Terms and Conditions of the SPA

The other salient terms and conditions of the SPA are as
follows:

(a) The sale and purchase of the Sale Shares and the issuance of
the Consideration Shares are subject to, among others, the
following conditions precedent:

(i) the necessary approvals being obtained from relevant
authorities as detailed in Section 5 of this announcement;

(ii) Idris shall amend its Memorandum and Articles of
Association for the purpose of giving effect to the SPA (if
necessary);

(iii) Idris shall be entitled to carry out a legal due diligence
and due diligence audit into Tenaga and its business and
financial conditions in particular the assets and liabilities as
set out in the accounts of Tenaga; and

(iv) AGB shall, upon request of Idris, procure for Idris,
assistance and co-operation of Tenaga's accountants,
consultants, legal advisors, employees and agents and access and
entry to the relevant premises where the records, books,
accounts and other relevant documents of the Tenaga and its
subsidiaries are available for Idris to carry out legal due
diligence and due diligence audit.

(b) The Consideration Shares will be underwritten by a
stockbroking firm, which shall be nominated by the Purchaser.
Simultaneous with the execution of the SPA, the nominated
stockbroking firm and/or any other party nominated by the
Purchaser shall deliver an unconditional undertaking to
underwrite the Consideration Shares at an issue price of RM1.60
per share. Upon the issue and allotment of Consideration Shares,
the said nominated stockbroking firm shall simultaneously remit
the purchase consideration in the form of cash to the Vendor;

(c) The Proposed Disposal shall be completed within forty-five
(45) days from the fulfillment of all conditions precedent as
set out in the SPA (Completion Date);

(d) The purchase consideration shall be satisfied by the
Purchaser on the Completion Date by way of an issue and
allotment of Consideration Shares to the Purchaser's stockbroker
and / or any party nominated by the Purchaser who thereafter
shall simultaneously remit the purchase consideration in the
form of cash to AGB; and

(e) The Vendor warrants that the sum of RM60,000,000 in the form
of cash and of capital market instruments is intact in Tenaga.

Utilization of Proceeds

The proceeds of RM69.9 million arising from the Proposed
Disposal is proposed to be utilized for the working capital of
the APHB Group, the property development in Kepong, Wilayah
Persekutuan and the acquisition of potential land bank.

Rationale For The Proposed Disposal

The Proposed Disposal is in line with the Malaysian Government's
objective to consolidate the domestic insurance industry with
the aim to strengthen its competitiveness in light of challenges
of liberalization and globalization. There are currently 52
mostly private insurance companies in Malaysia, and Bank Negara
Malaysia (BNM) is proposing to merge these companies to
approximately 10 to 15 companies.

Under BNM's policy framework for insurance company
consolidation, insurance companies are required to meet
stringent financial and non-financial requirements to maintain
their operating license. As APHB is currently in the midst of a
debt restructuring exercise, the Proposed Disposal is timely and
beneficial to the Company and its shareholders as the cash
raised will be utilized for its working capital and for its core
business. Further, the Proposed Disposal will also enable the
Company to focus on property development, being one of its
existing core businesses, in the future.

Financial Effects

The Proposed Disposal will not have any effect on the share
capital of APHB and AGB.

The Proposed Disposal will not have any effect on the
substantial shareholdings of APHB and AGB.

Please refer to Table 1 below:

Table 1

Based on the audited consolidated accounts of APHB as at 31
March 2000, the consolidated NTA of APHB Group will increase
from RM0.33 per share to RM0.41 per share as illustrated below
assuming the Proposed Disposal is completed on that date.
                       Audited as at   After Proposed
                       31 Mar 2000      Disposal
                          RM'000       RM'000
Share Capital           350,000        350,000
Reserves               100,847         100,847
Accumulated Losses    (268,878)        (240,647)
Shareholders' Fund     181,969         210,200
Less: Intangibles     (67,778)         (67,778)
NTA                   114,191           142,422
  
No. of shares in issue (`000)350,000    350,000
  
NTA per share (RM)     0.33             0.41

Based on the audited accounts of AGB as at 31 March 2000, the
NTA of AGB will increase from RM2.03 per share to RM50.34 per
share as illustrated below assuming the Proposed Disposal is
completed on that date.
                      Audited as at   After Proposed
                     31 Mar 2000       Disposal
                       RM'000          RM'000
Share Capital          1,000           1,000
Unappropriated profit  1,034           49,343
Shareholders' Fund/ NTA  2,034         50,343
  
NTA per share (RM)    2.03             50.34

Earnings

Based on the audited accounts of APHB and AGB as of 31 March
2000, the Proposed Disposal will result in a gain of
approximately RM28.2 million for the APHB Group and
approximately RM48.3 million for AGB. The future earnings of the
APHB Group will depend on, amongst others, the proposed
utilization of proceeds arising from the Proposed Disposal.

Approvals Required

The Proposed Disposal is subject to, inter-alia, the following
approvals being obtained:

(i) BNM, Foreign Investment Committee, Securities Commission and
Ministry of International Trade and Industry, the Minister of
Finance and all other appropriate authorities for the purchase
of the Sale Shares and/or issuance and allotment of the
Consideration Shares, as the case may be;

(ii) Idris obtaining the approval of the KLSE for the quotation
and listing of the Consideration Shares on the Main Board of the
KLSE;

(iii) Idris obtaining the approval of the shareholders at an
Extraordinary General Meeting (EGM) to be convened for the
purchase of the Sale Shares and the issuance of the
Consideration Shares;

(iv) APHB and AGB obtaining the approval of their respective
shareholders (if applicable) at an EGM to be convened for the
disposal of the Sale Shares from AGB to Newco;

(v) APHB obtaining the approval of any other relevant
authorities / parties; and

(vi) Idris obtaining the approval of any other relevant
authorities, if necessary.

None of the Directors or substantial shareholders of APHB or
persons connected to the Directors or substantial shareholders
of APHB has any interest, direct or indirect, in the Proposed
Disposal.

The Directors of APHB having considered all aspects of the
Proposed Disposal, are of the opinion that the Proposed Disposal
is in the best interest of the Company and that the terms
thereof are fair and reasonable.

Alliance has been appointed as Adviser to APHB in respect of the
Proposed Disposal.

The SPA will be available for inspection at the registered
office of the Company at 11th Floor, Menara SMI, No. 6, Lorong
P. Ramlee, 50250 Kuala Lumpur during normal office hours from
Mondays to Fridays (except public holidays) from the date of
this announcement until the date of approval from all relevant
authorities.


ISUTA HOLDINGS: Inks SSA, Novation Deeds
----------------------------------------
Isuta Holdings Berhad (IHB), on 28 May 2001, pursuant to the
Proposed Debt Restructuring, IHB has signed the following:

(a) a Standstill and Settlement Agreement with the identified
financial institutions and a creditor; and

(b) various novation deeds with its existing subsidiaries and
the financial institutions and creditor.

The salient terms of the Proposed Debt Restructuring were
announced on 16 November 1999 and 11 May 2000.

Background

A Penang-based Group, Isuta focuses on the manufacture and
trading of critical environment products and related merchandise
such as garments, rubber gloves and packaging materials.

Raw materials are sourced locally and from Korea, Japan and the
US. Its customer base includes the electronics, medical,
pharmaceutical and food industries.

The Group is the only company to offer a complete range of
critical manufacturing products and requirements from the design
stage of the cleanroom to packaging materials for finished
products, and everything in between.


PEMBINAAN LIMBONGAN: Appoints Independent Adviser
-------------------------------------------------
Pembinaan Limbongan Setia Berhad (PLS) revealed on 23 May 2001,
the Board of Directors approved the appointment of Perdana
Merchant Bankers Berhad as the Independent Adviser to the
minority shareholders of PLS in relation to the Proposed
Acquisition and Proposed Settlement of Debt.

The Independent Adviser has obtained clearance to act as
Independent Adviser from the Securities Commission and the Kuala
Lumpur Stock Exchange.

Pembinaan Limbongan Setia Berhad (PLS) is principally engaged in
construction and civil engineering works. It specializes in
construction of industrial parks, construction and upgrading of
roads, highways, toll plazas, jetties and bridges.

The Company also provides a full range of engineering services
from designing to eventual construction of infrastructure
projects. Other areas of expertise include the construction of
high-rise buildings, schools, factories, hotels, condominiums,
weighbridge stations and underwater cable stations.

The Company's worth of contracts in hand stands at RM150
million.

On 5 May 2000, the Company announced a corporate exercise
involving a private placement and rights issue and the
acquisition of 100 percent in property development company,
Danga Bay Sdn Bhd.

The proposed acquisition will change the Company's core
activities from civil engineering and construction to property
development and investment.

The private placement was approved by the SC on 10 October 2000
whereas the capital raising exercise and acquisition were
deferred and would be submitted within five months from 5
October 2000.

Arising from the delay, the Company, entered into a revised
agreement on 28 February 2001, to vary the terms and conditions
of the original agreement entered in May 2000. On the same date,
PLS also proposed to change its name to Danga Bay Holdings Bhd.


PSC INDUSTRIES: FIC OKs Proposals
---------------------------------
PSC Industries Berhad (PSCI) said the Foreign Investment
Committee, via its letter to the Securities Commission dated 15
May 2001 and received by Aseambankers Malaysia Berhad on 24 May
2001, has no objections to the company's proposals, subject to
the approval of the Ministry of International Trade and Industry
(MITI).

The approval from MITI was obtained on 16 May 2001 and the
relevant announcement for which was made on 23 May 2001.

The proposals are the following:

(1) bonus issue
(2) private placement
(3) debt restructuring
(4) restricted offers for sale
(5) waivers of mandatory general offers

Background

Incorporated on 9 September 1971 in Malaysia and converted into
a public company on 6 July 1990, PSCI is holding office at the
3rd Flr, Ming Building
Jln Bukit Nanas 50250 Kuala Lumpur with tel no. 03-2016516, and
fax no. 03-2326214

>From its incorporation until 1993, the Company (PSCI) was
involved solely in the manufacture of snack food and
confectionery products from its factories located in Malacca and
Sarawak.

In 1993 PSCI diversified into heavy engineering and
construction, shipbuilding and ship repair, and hook up and
commissioning of offshore installations for the oil and gas
industry via the acquisition of Penang
Shipbuilding and Construction Sdn Bhd (PSC).

The Company also added property development to its activities.
Following these changes, the Company changed name to PSC
Industries Bhd.

Since then, the Company has concentrated on expanding its
maritime activities, included amongst which are proposals to
acquire overseas marine-related companies in Denmark, Australia
and Ghana. On the homefront, the Company has obtained approval
to acquire the remaining 30 percent stake in PSC.

In 1997 the Company successfully consolidated its maritime
operations. In particular, the Company focused on the
privatization of the Naval Dockyard in Lumut, Perak, which
includes the construction of 27 offshore patrol vessels secured
by PSC.

In 1998, the Company signed a contract with the Malaysian
government to design, construct and deliver six patrol vessels
for the Royal Malaysian Navy worth RM5.35 billion.

In order of succession, the main contributing services or
activities to the Company's revenue are shipbuilding and ship
repair, construction of building and oil and gas platforms, and
investment in properties.


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


NATIONAL POWER: Gov't Won't Assume All Costs From IPPs
------------------------------------------------------
The government has decided not to fully and immediately assume
the National Power Corporation's (Napocor) stranded costs
incurred from the contract with independent power producers
(IPPs), The Philippine Star reported yesterday, citing Trade and
Industry Secretary Manuel Roxas III.

Roxas was quoted by The Star as saying, "Government has come up
with a mechanism that would individually review the stranded
cost and determine if the government should absorb the
liabilities."

The assumption of the power firm's liabilities, including the
stranded cost, by the government is part of the proposed
privatization program of the Napocor. The firm's liabilities
stand at over P250 billion.


NATIONAL POWER: Seeks Foreign Investor
-------------------------------------
The state-owned power firm National Power Corporation (Napocor)
is seeking a strategic partnership with a foreign investor which
will take 40 percent stake of the power firm's transmission
assets for a 25-year concession, Manila Bulletin reported
yesterday.

This move is part of Napocor's proposed privatization program,
under the Power Sector Restructuring Bill, currently being
debated on in Congress in a special session called for by the
President Arroyo.

According to the newspaper's report, Napocor's high-voltage
transmission assets worth P80 billion would be placed into the
National Transmission Corporation, another separate entity to be
wholly-owned by the proposed Power Sector Assets and Liabilities
Management Corporation (PSALM).


PILIPINO TELEPHONE: Completes Debt Restructuring
------------------------------------------------
Pilipino Telephone (Piltel) has completed talks with almost all
its creditors for the restructuring of P39.5 billion in debts
and expects the impact to be felt from the third quarter.

Ninety-eight percent of creditors support the debt
restructuring, said Piltel.  

"While we expect immediate benefits from the reduction of
Piltel's interest expense from the third quarter onwards of
about P400 million annually, we will continue to explore ways of
improving the company's operations in order to direct it toward
profitability," Piltel President and COO Napoleon Nazareno said.  

Piltel made a consolidated net loss of P1.36 billion in the
first quarter, against loss of P1.21 billion before.  


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


ELTECH ELECTRONICS: S-Holders Enter Into SPAs With GIL
------------------------------------------------------
Eltech Electronics Limited announces it has been informed by two
of its shareholders, Tan Cheow Koon (Pte) Ltd (TCK) and Global
Development Investments Pte Ltd (Global, and collectively with
TCK, the `Vendors') that they have today entered into separate
conditional sale and purchase agreements with GES International
Limited (GIL) in relation to the proposed acquisition of an
aggregate of 100,079,402 shares in Eltech held by the Vendors
respectively in exchange for shares in GIL. A brief description
of GIL is attached in the schedule below.

Sale and Purchase Agreements

Sale and Purchase Agreements.

Under the conditional sale and purchase agreements, GIL has
agreed to acquire an aggregate of 100,079,402 shares in Eltech
from the Vendors, representing approximately 44.34 percent. Of
the total issued Eltech shares, at a purchase price of S$0.32
per Eltech share. The Purchase Price shall be satisfied by GIL
in the manner set out in "Purchase Price: Exchange Ratio".

Offer.

Accordingly, GIL will be obliged to, and will, upon the
completion of the S&P Agreements, make a mandatory conditional
takeover offer to acquire all the remaining Eltech shares not
owned, controlled or agreed to be acquired by it and its concert
parties in accordance with Section 213 of the Singapore
Companies Act and Rule 33 of the Singapore Code on Take-overs
and Mergers.

Caution: Completion and the making of the Offer is conditional
upon the fulfillment of the "Conditions" below. Shareholders of
Eltech and investors generally should exercise caution when
buying, selling or dealing with Eltech shares.

Purchase Price: Exchange Ratio

Purchase Price.

GIL shall pay the Purchase Price of S$0.32 per Eltech share by:

- issuing new GIL shares to the Vendors at a ratio of 400 GIL
shares for every 1000 Eltech shares, fractions of a GIL share to
be disregarded; and

- if the weighted average closing price of GIL shares traded on
SGX for ten consecutive market days before the date on which the
last of the conditions to Completion referred to in `Conditions'
below is fulfilled is less than S$0.80, paying an amount in cash
for each Eltech share (Cash Top-Up) equal to (1) the difference
between the Purchase Price of S$0.32 per Eltech share and (2)(a)
the Average GIL Share Price multiplied by (b) 0.4 (being the
Exchange Ratio), provided that GIL shall not be obliged to pay
any Cash Top-Up of more than S$0.08 per Eltech share. In
determining the aggregate Cash Top-Up amount to be paid,
fractions of a cent shall be disregarded.

Illustrative example: For example, if the Average GIL Share
Price is S$0.70, GIL will pay the Vendors a Cash Top-Up of
S$0.04 per Eltech share, being (1) S$0.32 (being the Purchase
Price) less (2) (a) S$0.70 (being the Average GIL Share Price)
multiplied by (b) 0.4 (being the Exchange Ratio).

Basis for Purchase Price and Exchange Ratio.

The Purchase Price was derived after negotiations between GIL
and the Vendors at arm's length and on a willing-seller-willing-
buyer basis, after taking into consideration, among other
things, the market price of Eltech shares prior to the
suspension in trading in Eltech shares on 22 May 2001 and the
earnings and net assets of the Eltech group.

The Exchange Ratio was derived based on the Purchase Price and
the weighted average closing share price of GIL shares of
approximately S$0.80 for the three market days prior to 22 May
2001.

Comparative Values.

The Purchase Price of S$0.32 per Eltech share represents:

- a premium of approximately 13.2 percent over the audited net
tangible asset backing per Eltech share as of 31 December 2000,
as stated in Eltech's audited financial statements for the year
ended 31 December 2000; and

- a premium of approximately 16.4 percent over the closing share
price per Eltech share as of 21 May 2001, being the last market
day prior to the suspension of trading in Eltech shares on 22
May 2001.

Eltech Shares.

The Vendors' Eltech shares will be sold free from all
encumbrances and with all rights attached thereto as of the date
hereof and hereafter attaching thereto (including, without
limitation, all rights to any dividends and other distributions
declared, made or paid by Eltech on or after the date hereof).

GIL Shares.

The GIL shares to be issued to the Vendors will be issued
credited as fully paid, free from all encumbrances and ranking
pari passu in all respects with the outstanding GIL shares,
including the right to receive and retain any dividends and
other distributions declared, made or paid after the date of
their issue.

Conditions

Completion is subject to the following conditions:

- GIL Shareholders Approval: the approval of the shareholders of
GIL for the Acquisition at a general meeting of GIL shareholders
to be convened (EGM), unless the requirement to obtain such
approval is waived by SGX. Goh Lik Tuan and Liew Kim Choo, who
are substantial shareholders of GIL, have confirmed to GIL that,
if such waiver is not granted, they undertake to vote all their
203,095,458 GIL shares (representing approximately 36.78 percent
of the total outstanding GIL shares) in favor of the Acquisition
at the EGM subject to the terms and conditions of such
undertaking; and

- Listing Approval: the approval of SGX (and, if applicable, the
Australian Stock Exchange (ASX)) for the listing of, and
quotation for, the new GIL shares to be issued in consideration
for the Acquisition (including the GIL shares to be issued
pursuant to the Offer) on SGX (and, if applicable, ASX).

Upon notification from the Vendors, the directors of Eltech will
make further announcements with regards to the status of
fulfillment of the aforesaid conditions to update Eltech
shareholders.

Offer

Offer. GIL has informed us that upon Completion, GIL will make
the Offer on the following principal terms and conditions:

Share Offer: 400 GIL shares for every 1000 Eltech shares,
fractions of a GIL share disregarded; and

- (if, and only if, GIL pays a Cash Top-Up amount the Vendors
under the
S&P Agreements), a Cash Top-Up amount per Eltech share equal to
the
Cash Top-Up amount paid to the Vendors under the S&P Agreements.

Cash Alternative: S$0.3488 in cash per Eltech share

Share Offer.

An Eltech shareholder who accepts the Offer and chooses the
Share Offer will receive (1) 400 GIL shares for every 1,000
Eltech shares in accordance with the Exchange Ratio, fractions
of a share to be disregarded, and (2) (if, and only if, GIL pays
a Cash Top-Up amount to the Vendors under the S&P Agreements) a
Cash Top-Up amount per Eltech share equal to the Cash Top-Up
amount, paid to the Vendors under the S&P Agreements. In
determining the aggregate Cash Top-Up amount to be paid,
fractions of a cent shall be disregarded.

Cash Top-Up.

If GIL pays a Cash Top-Up amount of S$0.04 per Eltech share to
the Vendors under the S&P Agreement, as shown in `Illustrative
Example' above, GIL will pay a Cash Top-Up amount of S$0.04 per
Eltech share under the Share Offer, regardless of the price of
GIL shares as of the date the Offer is made, becomes or is
declared unconditional or any other date. Similarly, if GIL does
not pay any Cash Top-Up amount to the Vendors under the S&P
Agreements, GIL will not pay any Cash Top-Up amount under the
Share Offer.

Cash Alternative. The Cash Alternative per Eltech share of
S$0.3488 is derived from multiplying (1) S$0.872, being the
average price of GIL shares traded on the SGX-ST on 22 May 2001,
the last full trading day of GIL shares on the SGX-ST prior to
the suspension of trading on 23 May 2001, with (2) 0.4, being
the Exchange Ratio. An Eltech shareholder who accepts the Offer
and elects the Cash Alternative will receive S$0.3488 in cash
for every one Eltech share held and will not receive any GIL
shares or any Cash Top-Up amount. In determining the aggregate
amount of the Cash Alternative to be paid, fractions of a cent
to be disregarded.

Eltech Shares. Under the Offer, all the Eltech shares will be
acquired free from all encumbrances and with all rights attached
thereto as at the date hereof and hereafter attaching thereto
(including, without limitation, all rights to any dividends and
other distributions declared, made or paid by Eltech on or after
the date hereof).

GIL Shares. All the GIL shares to be issued under the Offer will
be issued credited as fully paid, free from all encumbrances and
ranking pari passu in all respects with the outstanding GIL
shares, including the right to receive and retain any dividends
and other distributions declared, made or paid after the date of
their issue.

Condition of Offer

Acceptance Condition.

The Offer, when made, will be conditional upon GIL having
received, by the close of the Offer, acceptances in respect of
such number of Eltech shares which, when taken together with the
Eltech shares owned, controlled or agreed to be acquired by GIL
or any of its concert parties, will result in GIL and its
concert parties holding such number of Eltech shares as carrying
more than 50 percent of the voting rights attributable to the
outstanding Eltech shares as of the close of the Offer.

Declaration of Unconditionality.

The Offer will, therefore, not become or be capable of being
declared unconditional until the close of the Offer unless, at
any time prior to the close of the Offer, the number of Eltech
shares owned, controlled or agreed to be acquired by GIL or any
of its concert parties, when taken together with the number of
Eltech shares represented by valid acceptances received pursuant
to the Offer, exceeds 50 percent of the outstanding Eltech
shares.

Appointment of Independent Financial Adviser: In the event that
the Offer is made, Eltech will appoint an independent financial
adviser to advise shareholders of Eltech on the terms of the
Offer.

Vendors

TCK. Tan Cheow Koon and Tan Geh, who are respectively the
Chairman and the Managing Director of Eltech, are shareholders
and directors of TCK. We have been informed that it is the
intention of GIL and Tan Geh that he would continue to serve as
the Managing Director of Eltech after the Acquisition and the
Offer on terms to be agreed.

Global. Lim Seak Koon, who is a Director of Eltech, is a
shareholder and director of Global.

Interest of Directors and Substantial Shareholders

TCK has an interest of 57,522,402 shares representing
approximately 25.49 percent of Eltech. Mr Tan Geh, a director of
Eltech, is deemed interested in the aforesaid shares held by
TCK.

Global has an interest of 42,557,000 shares representing
approximately 18.86 percent of Eltech. Mr Lim Seak Koon, a
director of Eltech, is deemed interested in the aforesaid shares
held by Global.

Therefore, Messrs Tan Geh and Lim Seak Koon are each deemed to
have an interest in the S&P Agreements entered into by GIL with
TCK and Global respectively.

Save for the above, no director or substantial shareholder of
Eltech has any interest, direct or indirect, in the Acquisition
or the Offer (other than by reason only of being a shareholder
or director of Eltech).

Responsibility Statement

The Directors of Eltech (including any who may have delegated
detailed supervision of this Announcement) have taken all
reasonable care to ensure that the facts stated and opinions
expressed in this Announcement are fair and accurate and that no
material facts have been omitted and they jointly and severally
accept responsibility accordingly.

GIL

GIL is incorporated in Singapore and listed on both SGX and ASX.
GIL and its subsidiaries are primarily engaged in the original
design and manufacture of point-of-sales terminals and other IT
products. GIL is also engaged in the distribution of personal
computers and related peripherals, and provides electronic
business solutions, and technical and consultancy services in
high technology fields.

The GIL group has offices in more than 10 countries in the Asia
Pacific region and operates manufacturing facilities in
Singapore, India and the People's Republic of China. Its
distribution network covers a total of eight countries with a
network of approximately 13,000 resellers.


INNO-PACIFIC: Bags Exchange's Approval For Cap Reduction
--------------------------------------------------------
On 27 April 2001, the Board of Directors of Inno-Pacific
Holdings Ltd released the proposed capital reduction plan to be
carried out by the Company to reduce the par value of each
ordinary share in the capital of the Company from $0.20 to $0.01
and to reduce the share premium account of the Company from
$40,903,456.42 to $22,277,018.91.

The Board of Directors announces that the Singapore Exchange
Securities Trading Limited (SGX-ST) granted Monday its approval
in-principle for the listing of and quotation on the Official
List of the SGX-ST for the 312,600,769 ordinary shares of $0.01
each (the $0.01 Shares) arising from the Proposed Capital
Reduction subject to:

(a) the approval of the shareholders of the Company; and

(b) confirmation by the auditors of the Company that the Company
has sufficient balance in its share premium account for the
capital reduction.

A circular to Shareholders setting out details of the Proposed
Capital Reduction and the notice convening an extraordinary
general meeting to seek shareholders' approval of the Proposed
Capital Reduction will be dispatched to Shareholders after the
Annual General Meeting of the company scheduled to be held on 31
May 2001.


OAKWELL ENGINEERING: Auditor's Report For FY 2000
-------------------------------------------------
The following is the Deloitte & Touche auditor's report on
Oakwell Engineering Limited's business performance for the
financial year ended December 31, 2000:

"We have audited the accompanying balance sheets of Oakwell
Engineering Limited and of the Group as of December 31, 2000,
the profit and loss statements, the statements of changes in
equity of the Company and of the Group and consolidated cash
flow statement of the Group for the year then ended. These
financial statements are the responsibility of the company's
directors. Our responsibility is to express an opinion on these
financial statements based on our audit.

"We conducted our audit in accordance with Singapore Standards
on Auditing. Those Standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by the directors, as well as
evaluating the overall financial statements presentation. We
believe that our audit provides a reasonable basis for our
opinion.

"In forming our unqualified opinion, we have considered the
adequacy of the disclosures made in the financial statements
concerning the negotiations with its bankers to restructure the
Company and certain of its subsidiaries' credit facilities for
amounts borrowed totaling $35,551,000. The directors are
presently ascertaining the outcome of these matters. The
validity of the going concern assumption on which the financial
statements are prepared depends on the successful conclusion of
these matters. If the Company and the Group are unable to
continue in operational existence for the foreseeable future,
adjustments may have to be made to reflect the situation that
assets may need to be realized other than in the amounts at
which they are currently recorded in the balance sheet. In
addition, the company may have to provide for further
liabilities that might arise, and to reclassify non-current
assets and liabilities as current assets and liabilities.
Further details of the circumstances relating to this
fundamental uncertainty are described in Note 1 to the financial
statements.

"In our opinion:

"a) the accompanying financial statements and consolidated
financial statements are properly drawn up in accordance with
the provisions of the Singapore Companies Act and Singapore
Statements of Accounting Standard and so as to give a true and
fair view of:

"i) the state of affairs of the Company and of the Group as at
December 31, 2000 and of the results and changes in equity of
the Company and of the Group and of the cash flows of the Group
for the financial year ended on that date; and

"ii) the other matters required by Section 201 of the Act to be
dealt with in the financial statements and consolidated
financial statements;

"b) the accounting and other records and the registers required
by the Act to be kept by the Company and by the subsidiaries
incorporated in Singapore of which we are the auditors have been
properly kept in accordance with the provisions of the Act.

"We have considered the financial statements and auditors'
reports of all the subsidiaries of which we have not acted as
auditors being financial statements included in the consolidated
financial statements. The names of the subsidiaries are
indicated in Note 8 to the financial statements.

"We are satisfied that the financial statements of the
subsidiaries that are consolidated with the financial statements
of the Company are in form and content appropriate and proper
for the purposes of the preparation of the consolidated
financial statements and we have received satisfactory
information and explanations as required by us for those
purposes.

"The auditors' reports on the financial statements of the
subsidiaries were not subject to any qualification and in
respect of subsidiaries incorporated in Singapore did not
include any comment made under Section 207(3) of the Act.
However, subsidiaries (see Note 8 and 31) which depend on
continuing financial support from the Company had emphasis of
matter paragraphs in their auditors' report on the financial
statements drawing attention to the financial dependence on the
Company and the absence of any adjustments that might result
from the outcome of the uncertainty in the financial statements
of those subsidiaries.

"General & Going Concern

The Company is incorporated in the Republic of Singapore. The
registered office and principal place of business is at No. 8,
Aljunied Avenue 3, Singapore 389933. The financial statements
are expressed in Singapore dollars.

The Company is principally engaged in engineering, trading and
contracting services.

The principal activities of the subsidiaries and associates are
in Note 8 and Note 9 to the financial statements.

"Going Concern & Standstill Agreement

"During the financial year, the Group incurred a net loss
attributable to shareholders of $7,507,000 (1999:$14,032,000)
and has a working capital deficit as of December 31, 2000 of
$2,573,000 (1999:working capital surplus of $6,918,000).

"In May 2000, the Company and the Group announced that they were
successful in achieving a Standstill Agreement with its bankers
covering the Company's and certain of its subsidiaries' credit
facilities amounting to $35,551,000.

"This agreement expired on December 31, 2000. Subsequent to
this, the Board of Directors appointed Arthur Andersen
Associates (S) Pte Ltd as the independent financial advisor for
the purpose of developing and implementing a comprehensive plan
to recapitalize and restructure the Company's balance sheet.

"As part of their work to restructure the Company's balance
sheet, Arthur Andersen is currently negotiating with the bankers
on the Standstill Agreement.

"Meanwhile, as part of the Company's intention to reduce its
debts burden, the Company has announced that on March 27, 2001,
the sale of its building for a consideration of $5.8 million.

"The proceeds of the sale will be used primarily to reduce the
Company's borrowings and also to provide for additional working
capital.

"Based of the Directors' discussions with Arthur Andersen and
the bankers, the bankers are, at present, continuing the credit
facilities extended to the Group. Negotiations are still in
progress and the final outcome has yet to be ascertained as to
whether the credit facilities will be successfully restructured
and the extension granted.

"Based on the above observations, the directors are not aware of
any facts to indicate that the continued support of the bankers
would not be forthcoming.
In addition, the financial statements of the Company and the
Group have been prepared on the basis that they will continue to
operate normally for the next twelve months.

"However, the Company's and the Group's ability to continue as a
going concern is dependent upon the successful implementation of
the debt restructuring plan and the availability of continued
financing.

"If the Company and the Group are not a going concern, non-
current assets and non-current liabilities will be reclassified
as current.

"Interest Person Transactions

"a) The provisions of Chapter 9A of the SGX Listing Manual have
been complied with.

"b) The related party transactions as stated in page 23 of the
Company's Annual report do not fall within the definition of
Interested Person Transactions of the Singapore Stock Exchange
(SGX) Listing Manual except for one interest person transaction
of which the value of the transaction is below 3% of the latest
audited net tangible assets of the Company. Accordingly, no
announcement to the SGX is required of this transaction.

"Negotiation With Company's Bankers & Financial Lenders

"The Chairman Statement in the Annual Report referred to the
appointment of Arthur Andersen Associates (S) Pte Ltd as the
independent financial advisor for the purpose of recapitalizing
and restructuring of the Company's balance sheet and that Arthur
Andersen is working with the lenders towards an extension of the
Standstill Agreement.

"Arthur Andersen advised the following:

"The Company through its Independent Financial Advisor (IFA) and
its lenders have agreed upon an informal standstill arrangement
concerning the Company's and certain of its subsidiaries' credit
facilities up to end of June 2001 in order to allow the IFA time
to develop a comprehensive debt restructuring plan.

"As part of the debt restructuring exercise, the Company,
together with its IFA, is still in preliminary discussions with
potential investors.

"The Company will make further announcements in disclosing the
contents of the discussions upon it being satisfied that a firm
agreement is reached with any of the potential investors. At the
appropriate time further disclosure will be made."


TTL HOLDINGS: Auditors Certify Capital Injection
------------------------------------------------
The Board of Directors of TTL Holdings Limited said that as of
25 May 2001 its capital injection in TTL Manufacturing
(Shanghai) Co., Ltd has been certified by the auditors of TTL
Manufacturing (Shanghai) Co., Ltd to equal to the registered
capital as required by PRC regulations. The requirement for such
certification has been explained on pages 35 and 39 of the
Company's Prospectus dated 26 February 2001.


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


CENTRAL PAPER: Notice Re Exercise Of Warrant
--------------------------------------------
Central Paper Industry Public Company Limited (CPICO) issued
information regarding the process of exercising the CPICO-W1
warrant, details as follows:

Submission: Warrant holders must submit the subscription form
between the hours of 8.30 a.m. to 3.30 p.m., within 14 days
prior to the exercise date (The exception is the final exercise
that warrant tranfer register will be closed for the right to
exercise, for which warrant holders must submit their from 21
days prior to the exercise date).  For the month of June, the
submission period is from June 1, 2001 to June 14, 2001.

Exercise date: Warrant holders can exercise their warrants on
15th date  of every 3 months, during the hours of 8.30 am. to
3.30 pm. The first exercise period start from September 15, 2000
and will end on June 15, 2010.

For this period, the exercise date is June 15, 2001.

Exercise Price: Bt10 per share.

Exercise Ratio: 1 warrant for 1 ordinary share.

Documents to be submitted:

1) The completed subcription form.

2) Warrant certificate or temporary warrant certificate for  the  
last exercise amounted as the subscription form.

3) Certified copy of identification card for individual holders
or copy of corporate certification from Department of Commerce
for corporate holders.

4) Cheque, Draft or bank order collectable within Bangkok
Metropolis. Payment in account "Central Paper Industry Public
Co., Ltd."

Contact Person: Thippawan Angsumalin, Securities Registrar
officer, Central Paper Industry Public Co., Ltd. 5th floor 162
Nimit Building Silom Road soi 12, Suriwong, Bangrak, Bangkok
10500. Tel: 237-9150-69 Ext. 4205, 4206 Fax: 237-9150-69 Ext.
4202.

Conditions:

1) The subscription form is complete when all documents are duly
completed and the payment proceeds to be duly received by
Central Paper Industry Public Co., Ltd.

2) Minimum lot sized for each exercise is 100 warrants, incase
warrant holders with fewer than 100 warrants must exercise all
at one time.


NATIONAL FINANCE: Posts Results Of AGM
--------------------------------------
National Finance Public Company Limitied reports the resolution
of the Annual Generation Meeting of Shareholders for the Year
2001 held on May 25, 2001 at 3:30 pm at Chamjuree Ball Room, M.
Floor, Pathumwan Princess Hotel, 444 Phayathai Road, Phathumwan,
Bangkok, has passed resolutions as follows:   
        
1. Approval of the minutes of the Annual General Meeting of
Shareholders for the Year 2000.
2. Acknowledgement of the Company 2000 performance.
3. Approval of the audited balance sheet, profit and loss
statement for the year ending December 31, 2000
4. Approval of the Omission of Dividend Payment for the year
2000.
5. Approval of the appointment of four directors who were
scheduled to retire by rotation, namely as follows:

* Mr  Banterng  Tantivit
* Ms Suchada  Pavananunt
* Mr  Phimon  Rattapat
* Mr  Somkait  Sukdheva

All of them were re-elected to be directors for the next term.

6. Approval to appoint auditors of Ernst & Young (Thailand) for
the year 2001, namely as follows:

1. Ms. Ruth Chaowanagavee  Certified Public Accountant  
Registration No. 3247
2. Mr. Narong  Puntawong   Certified Public Accountant  
Registration No. 3315
3. Mr. Sophon  Pirmsirivallop Certified Public Accountant  
Registration No. 3182
4. Ms. Rungnapa Lertsuwankun  Certified Public Accountant  
Registration No. 3516

One of the four auditors will audit and comment the balance
sheet at the audit fee of Bt850,000.

7. Approval to transfer asset to and transfer asset from company
and the others financial companies regarding to Restricted Bank
plan. These following actions must be finished within June 22,
2001.
* Approval to transfer hire-purchase and leasing assets from NF
Finance
* Approval to transfer performing assets to Ekachart Finance
Public Company Limited.

* Approval to transfer in whole or part of non performing
assets, according to Bank of Thailand regulation, to NFS Asset
Management Company Limited or some part of non performing assets
to Thai Asset Management Corporation (TAMC), established by
government and within the interest of shareholder, grant
authorization to the Board of Director determining the details
of transferred asset list, transfer schedule and fair transfer
price, solicited from independent financial advisor (Bangkok
First Investment and Trust, Plc.) within the guidelines
stipulated in the Notice of Bank of Thailand and Thai General
Accepted Accounting Principles of year 2000.


SINO-THAI: Requests For Category Transfer
-----------------------------------------
Since the Central Bankruptcy Court granted the order for
approval of Sino-Thai Engineering & Construction PLC (STECON)
Business Rehabilitation Plan September 4, 2000, the Company has
completed major reorganization steps of the plan. The Company
then filed a request for SP sign lifting on company securities
to SET on November 22 2000, and the Court granted the order for
Company Rehabilitation be terminated December 15 2000.

Operating Performance for first quarter of 2001 indicated
STECON's  capability to restore company normal operation as the
company made profits from its core business, had gross margin
and net profits at the significance amount and had shareholders
equity increase
      
In reference to the performance mentioned above, STECON asked
the SET to consider transferring STECON securities from REHABCO
category to company normal category (property development) and
allow company securities to be traded under this category
onward.


SINO-THAI: To Be Moved Out Of REHABCO Sector
--------------------------------------------
Previously, the Board of Governors of the Stock Exchange of
Thailand (SET) adjusted its procedures and guidelines for listed
companies possibly transferring from the REHABCO sector back to
their regular sectors.

In this vein, listed companies have to have a positive
shareholders equity, and show net profits after tax deriving
from its core business operations for at least one quarter. If
these requirements are met, the qualified company must then
submit a petition to the SET.
        
Sino-Thai Engineering & Construction Public Company Limited
(STECON) has submitted to the SET a petition requesting such a
sector change.  The company's financial statements as of 31
March 2001 show its shareholders equity at Bt1,509 million, and
its net profits after tax deriving from its core business
operations at Bt63 million, which meets SET's rules and
specification requirements.

Therefore, the SET will move STECON from the "REHABCO" sector to
the "PROPERTY DEVELOPMENT" sector in the SET's trading system,
effective from 6 June 2001 onward.


TUNTEX PUBLIC: Noteholders Approve Debt Workout Deal
----------------------------------------------------
Tuntex (Thailand) Public Company Limited has issued
US$70,000,000 Floating Rate Notes (FRN), offered in their
entirely to investors abroad due on May 31, 2001 which we have
already informed SET.

The Noteholders' meeting held on May 26, 2001, has resolved the
following:

1. Approving the Amendment and Restatement Fiscal Agency
Agreement and the Debt Restructuring Agreement, which the
maturity of the Notes under the Agreements is extended for
another 7 years, to be due on September 29, 2007.

2. In order to complete the signing of all debt restructuring
agreements, the maturity of the Notes shall firstly be extended
1 month from May 31, 2001 to June 30, 2001.


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
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Copyright 2000.  All rights reserved.  ISSN: 1520-9482.

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