/raid1/www/Hosts/bankrupt/TCRAP_Public/010730.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, July 30, 2001, Vol. 4, No. 147
Headlines
A U S T R A L I A
HARRIS SCARFE: August Closure In Macarthur Square Scheduled
OPTECOM LIMITED: Posts Q4 Commitments Report
STRAITS RESOURCES: Allots Shares To Employees
WOOLSTOCK AUSTRALIA: Freeze Lifted, Stockpile Sale Continues
C H I N A & H O N G K O N G
BEST HONOUR: Winding Up Petition Slated For Hearing
CIL HOLDINGS: Court Orders Withdrawal Of Winding Up Petition
FOURSEAS.COM: Files Application For Dispatch Date Extension
HUNG FUNG: Posts Net Loss Of HK$279.335M
HYCOMM WIRELESS: Posts Net Loss Of HK$327.182M
INNOVATIVE INTL: Posts Full-Year Net Loss Of HK$226.717M
JILIN CHEMICAL: Expects To Post Losses For H1
KARLWIN INTERNATINAL: Petition To Wind Up
SEAPOWER RESOURCES: Net Loss Balloons To HK$239.054M
S.Y. ENGINEERING: Petition To Wind Up
TRILIX (CHINA): Faces Winding Up Petition
U-RIGHT INTL: Proposes To Exercise Bonus Warrants Issue
VICTORY GROUP: Announces Capital Reorganization
WAH TAK FUNG: Posts Net Loss Of HK$323.32M
I N D O N E S I A
SINAR MAS: IBRA Continues Due Diligence
J A P A N
CRAYFISH COMPANY: Terminates Server Leasing Contract
CRAYFISH COMPANY: To Resume Trading On Nasdaq
K O R E A
HAITAI STORES: Sells Store To Shinsegae Group
HYNIX SEMICON: Denies Rumors Re Capital Writedown
HYNIX SEMICON: Seeking Refinancing Of $1B In Debts
HYUNDAI PETROCHEM: Creditors Seek Review Of Financial Status
HYUNDAI PETROCHEM: LLDPE Sales Exceed Last Year's
KOOKMIN BANK: Gets FTC Prelim Approval For Merger
KOOKMIN BANK: Union Calls Kim's Nomination Invalid
M A L A Y S I A
ADVANCE SYNERGY: Strikes Shares Deal With Hotline, Danaharta
LAND & GENERAL: 4.5% Of US$100M CBs Due 2004
LONG HUAT: Posts Details Of Defaults
PAN MALAYSIA: Declared An "Affected Issuer"
PROJEK USAHASAMA: Govt Fine-Tuning Acquisition Terms
P H I L I P P I N E S
BAYAN TELECOMS: Extelcom Threatens To Block Application
NATIONAL POWER: Asking PNB For P3-B Bridge Financing
NATIONAL POWER: Putting NTC On Auction Block
S I N G A P O R E
AMTEK ENG'G: Considers Share Of Losses From Amnitek Closure
ASIA FOOD: Asks For Trading Resumption
ASIA FOOD: Business Valuation Based On CPO Price
T H A I L A N D
EMC POWER: Registers Reduced Capital
HIGH PRESSURE: Bangkok Bank Takes Over Shares
NAKORNTHAI STRIP: Court Postpones Hearing Of Plan
THAI AIRWAYS: Restructuring Plan Boosts Market Confidence
- - - - - - - -
=================
A U S T R A L I A
=================
HARRIS SCARFE: August Closure In Macarthur Square Scheduled
-----------------------------------------------------------
General Property Trust (GPT) announced Friday that David Jones would be
returning to GPT's Macarthur Square Shopping Centre, replacing Harris
Scarfe.
David Jones, a major department store retailer, is expected to commence
trading in the three-level premises by mid September.
David Jones and Macarthur Square owners General Property Trust (GPT) and
Australian Prime Property Fund (APPF) today reached mutually agreed terms on
the site.
Harris Scarfe is currently trading within this site, and scheduled to close
on 11 August 2001.
The closure of the Harris Scarfe store and replacement by David Jones at
Macarthur Square is not expected to have a material impact on the Trust's
financial performance. Management expects the re-opening of David Jones at
Macarthur Square be significantly positive for the center.
OPTECOM LIMITED: Posts Q4 Commitments Report
--------------------------------------------
Optecom Limited released its net operating cash flows at A$1.537 million,
based on the following fourth quarter report for entities on basis of
commitments:
Appendix 4C
Quarterly Report For Entities
On Basis Of Commitments
Name of entity
Optecom Limited
ACN or ARBN Quarter ended (current quarter)
079 201 835 June 2001
Consolidated Statement Of Cash Flows
Cash flows related to Current Year to date
operating activities Quarter (12 months)
A$'000 A$'000
1.1 Receipts from customers 284 1,789
1.2 Payments for
(a) staff costs (331) (2,062)
(b) advertising & marketing (44) (1,619)
(c) research & development - (70)
(d) leased assets (44) (185)
(e) other working capital (1,539) (4,217)
1.3 Dividends received - -
1.4 Interest and other items of
a similar nature received 137 843
1.5 Interest and other costs of
finance paid - -
1.6 Income taxes paid - -
1.7 Other (provide details if material)- -
1.8 Net Operating Cash Flows (1,537) (5,521)
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) - (30)
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - (146)
(e) other non-current assets - -
1.10 Proceeds from disposal of:
(a) businesses (112) (112)
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets 263 271
(e) other non-current assets - -
1.11 Loans to other entities - (202)
1.12 Loans repaid by other entities 202 202
1.13 Other (Loans repaid by subsidiary
after loss of control) 130 130
Net investing cash flows 483 113
1.14 Total operating and
investing cash flows (1,054) (5,408)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. - -
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings - -
1.18 Repayment of borrowings - (1,230)
1.19 Dividends paid - -
1.20 Other (payment of capital
raising expenses) - (65)
Net financing cash flows - (1,295)
Net increase (decrease) in cash held (1,054)(6,703)
1.21 Cash at beginning of quarter/
year to date 12,528 18,177
1.22 Exchange rate adjustments to item 1.20 - -
1.23 Cash at end of quarter 11,474 11,474
Payments To Directors Of The Entity And Associates Of The Directors
Payments To Related Entities And Associates Of The Related Entities
Current Quarter
A$000
1.24 Aggregate amount of payments to
the parties included in item 1.2 113
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions
Payment of directors fees and executive salaries
Non-Cash Financing And Investing Activities
2.1 Details of financing and investing transactions which have had a
material effect on consolidated assets and liabilities but did
not involve cash flows
-
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting entity
has an interest
-
Financing Facilities Available
Add notes as necessary for an understanding of the position.
Amount Amount
available used
A$'000 A$'000
3.1 Loan facilities - -
3.2 Credit standby arrangements - -
Reconciliation Of Cash
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) A$'000 A$'000
to the related items in the accounts
is as follows.
4.1 Cash on hand and at bank 443 497
4.2 Deposits at call 11,031 12,031
4.3 Bank overdraft - -
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22) 11,474 12,528
Acquisitions And Disposals Of Business Entities
Acquisitions Disposals
(item 1.9(a)) (Item 1.10(a))
5.1 Name of entity Dataplex Pty
Limited
5.2 Place of incorporation
or registration Victoria
5.3 Consideration for
acquisition or disposal $1
5.4 Total net assets/
(liabilities) (%2,515,000)
5.5 Nature of business Ceased trading
STRAITS RESOURCES: Allots Shares To Employees
---------------------------------------------
The Directors of Straits Resources Limited (ASX Codes: SRL and SRLG) said
106,200 ordinary shares were allotted to employees on 26 July 2001, in
accordance with the Employee Share Acquisition Plan detailed in the Appendix
3B announced on 29 June 2001. The price attributable to the shares is $0.54
each.
This allotment completes the shares offered to employees in relation to the
Appendix 3B noted above, and brings the total shares allotted under the
Employee Share Acquisition Plan to 201,600 shares.
Recently, the Company undertook a Rights Issue together with the debt
restructuring to meet the Company's medium term funding needs. However your
Directors are mindful of the need to reduce the Group's gearing and to
strengthen the balance sheet.
As part of the debt restructuring completed recently, $6.0
million of the deferred liability for Nifty was repaid from the
proceeds of a term loan facility with ABN AMRO (refer to Section
4.3). The balance of the deferred liability due to WMC on 31
December 2002 is $4.0 million.
The payment for the Partly-Paid Shares has been structured in
two tranches for the following reasons:
i) The first tranche of approximately $4.0 million is to replace working
capital used to pay part of the deferred liability recently settled; and
ii) The second tranche of approximately $4.0 million has been
fired to meet the final payment to WMC in respect of Nifty.
WOOLSTOCK AUSTRALIA: Freeze Lifted, Stockpile Sale Continues
------------------------------------------------------------
WoolStock Australia Limited Chairman Donald McGauchie announced Friday that
over 88,000 bales of stockpile wool have been sold since the three-day
freeze on stockpile sales was lifted earlier this week, leaving under 10,000
bales available for sale.
"The high sales of stockpile wool achieved by WoolStock on the resumption of
sales, vindicates the Board's confidence in the wool market and the decision
not to accept any of the recent offers to purchase the remaining stockpile
outright," he said.
WoolStock expects the small balance of stockpile wool to be sold over the
next week as the trade evaluates the wool types remaining in the stockpile.
"The WoolStock Board is particularly pleased that the stockpile is all but
gone in just over two years," said Gauchie. "WoolStock was formed on 1 July
1999 to sell 1,055,425 bales of stockpile wool and within the next week it
is anticipated that the 'sold out' sign will be put up."
================================
C H I N A & H O N G K O N G
================================
BEST HONOUR: Winding Up Petition Slated For Hearing
---------------------------------------------------
The petition to wind up Best Honour Development Limited is set for hearing
before the High Court of Hong Kong on August 29, 2001 at 11:30 am. The
petition was filed with the court on June 18, 2001 by Kincheng Banking
Corporation, whose registered office is situated at No. 55 Des Voeux Road
Central, Hong Kong.
CIL HOLDINGS: Court Orders Withdrawal Of Winding Up Petition
------------------------------------------------------------
CIL Holdings Limited announces that the Registrar of High Court on 19 July
2001 ordered that the winding-up petition served against the Company by
American Design Associated Limited be withdrawn and the hearing of the
Petition returnable on 25 July 2001 be vacated.
The announcement of the interim results of the Group for the half year ended
31 December 2000 will be postponed to be published on or before 17 August
2001 and the dispatch of the interim report to approximately three weeks
thereafter.
In addition to the announcements made by the Company on 3 April, 7 May and 4
July 2001, the Directors now announce there will be a further delay in the
publication of the interim results of the Group for the half year ended 31
December 2000 (the Interim Results).
Having estimated the time to be required by the audit committee to review
the Interim Results, the Directors anticipate the Interim Results to be
available for publication on or before 17 August 2001.
The delay in the publication of the Interim Results and the delay in the
dispatch of the interim report constitute a breach of Appendix 7b, paragraph
10(1) and 11(6) of the Listing Rules at the material times. In this regard,
the Stock Exchange reserves its right to take appropriate action against the
Company and/or its Directors.
Except for one Director dealing in Company shares on 19 January, 2001 as
announced on 22 January 2001, and the Stock Exchange reserved its right to
take further action as appropriate in this regard, the Directors have not
dealt in the shares of the Company since 1 November 2000. The Directors
have represented to the Stock Exchange that they will not deal in the shares
of the Company until the Interim Results are published.
FOURSEAS.COM: Files Application For Dispatch Date Extension
-----------------------------------------------------------
The directors of Fourseas.com Limited and Giant Glory Assets Limited
announce that, as additional time is needed to finalize the financial and
other information, such as the indebtedness statement of Fourseas.com and
the property valuation report, relating to the Financial Restructuring
Proposal which is required to be contained in the Composite Document, there
will be a further delay in the posting of the Composite Document.
Applications have been made to the Stock Exchange and the Executive of the
SFC for a further extension of time for dispatch of the Composite Document
from 26 July 2001 to 2 August 2001.
HUNG FUNG: Posts Net Loss Of HK$279.335M
----------------------------------------
Hung Fung Group Holdings Limited (the Company) booked a net loss of
HK$279.335 million for the year ended 31 March 2001, surging from a net loss
of HK$26.195 million in the preceding year. Operating loss, moreover, was
pegged at HK$269.994 million on turnover of HK$202.682 million.
On 31 March 2001, the Group had net current liabilities of approximately
HK$182,832,000. The Group also incurred a net loss from ordinary activities
attributable to shareholders of approximately HK$279,335,000 and reported a
significant cash outflow from operating activities of HK$80,086,000 for the
year ended 31 March 2001.
Although the directors have been undertaking a number of measures with a
view to improving the Group's liquidity and restore its operations to
profitability, the Group continues to experience financial difficulties and
currently has no unutilized banking facilities available to support its
normal operational requirements.
The Group also has had difficulty in repaying short-term bank loans on time.
As at the date of this report, certain suppliers and bankers of the Group
have filed writs of summons to demand for the repayment of the amounts due
by the Group and petition for the winding-up of certain of the Group
companies.
Accordingly, the amounts due to banks and other financial institutions have
been reclassified as current liabilities.
In order to strengthen the capital base of the Group and to improve the
Group's financial position, immediate liquidity, cash flows, profitability
and otherwise to sustain the Group as a going concern, the directors have
adopted the following measures:
(a) the directors are considering various alternatives to strengthen the
capital base of the Company through various fund-raising exercises,
including, but not limited to, private placements. In this regard, the
directors have been in active negotiations with potential investors for the
purpose of seeking capital injections into the Group.
On 7 December 2000, Mr. Charles Lo, a then independent third party
and potential investor, was appointed as a director and the new chairman of
the Group. Up to the date of this report, Mr. Charles Lo had advanced
approximately HK$4,000,000 to the Group;
(b) the directors are in active negotiations with the Group's bankers,
the parties which have provided the Group with the loans, and other
creditors, with a view to proposing a standstill arrangement and to
reschedule the repayment terms of certain of the Group's outstanding
borrowings and to seek their ongoing support; the possibility of entering
into a debt hair cut agreement is also under active discussions; and
(c) the directors have taken actions to tighten cost controls over
factory overheads and various administrative expenses and the activities of
the Group have been significantly scaled down.
In the opinion of the directors, in light of the measures taken to date,
together with the expected results, the Group will have sufficient working
capital for its current operational requirements and it is expected that the
Group will ultimately return to a commercially viable concern
notwithstanding the Group's financial position and tight cash flows as at 31
March 2001 and the date on which these financial statements were approved.
However, the directors anticipate that it may take some considerable time to
successfully implement their plans.
Should the Group be unable to continue as a going concern, adjustments would
have to be made to restate the values of assets to their recoverable
amounts, to provide for any further liabilities which might arise and to
reclassify non-current assets and liabilities as current assets and
liabilities, respectively. The effects of these adjustments have not been
reflected in the financial statements.
Available books and records
The financial statements have been prepared based on the books and records
maintained by the Company and its subsidiaries. However, due to significant
staff and management turnover during the year, especially that in the
accounting and finance department, there have been significant breakdowns in
internal controls particularly from October 2000 when an investigation of
Independent Commissioner Against Corruption (ICAC) into the conduct of the
then chairman and major shareholder of the Company was revealed in the
press.
The directors understand that there is an ongoing investigation into this
case. However, due to the relocation of the Group's accounting department
from Hong Kong to the People's Republic of China (the "PRC") and a riot in
the Group's PRC factory in October 2000, certain underlying books and
records of certain of the Company's subsidiaries were either lost, or can no
longer be located.
In addition, as a result of the breakdown in internal accounting controls
and the loss of certain books and records, the effects of certain
transactions of the Group as reflected in the financial statements prior to
January 2001 cannot be satisfactorily substantiated or otherwise supported,
in particular:
(a) Certain records substantiating a number of transactions via a bank
saving account including cash receipts of approximately HK$28,269,000
received from the Group's customers during the year, which in addition to
the balance of the bank saving account brought forward of approximately
HK$60,830,000, were subsequently utilized as to: cash payments to the
Group's suppliers and subcontractors of approximately HK$71,431,000; cash
payments of purchase deposits of approximately HK$4,635,000; cash payments
for purchases of fixed assets of approximately HK$9,116,000; cash advances
to a company of approximately HK$3,189,000; and other expenses settled in
cash of approximately HK$728,000 in total. All documentation of these
transactions conducted via the savings account prior to January 2001 were
either lost, or could not otherwise be accounted for; and
(b) Certain records substantiating the following items including the
transactions summarized in (a) above were either lost, or could not
otherwise be accounted for:
(i) purchases of approximately HK$159,001,000 for the period from 1
April 2000 to 31 December 2000;
(ii) turnover of approximately HK$195,578,000 and the corresponding
accounts receivable of approximately HK$117,781,000;
(iii) deposits made to certain suppliers of approximately
HK$4,635,000;
(iv) an advance made to a company of approximately HK$5,177,000 which
included a cash payment of approximately HK$3,189,000 via the saving
accounts as noted in (a) above;
(v) inventories held in custody by a company of approximately
HK$11,791,000.
As the directors consider that the probability of recovering the receivables
and inventories stated in (ii) to (v) above is remote, a full provision had
been made against the respective amounts.
In addition to the above, the books and records in respect of the Group's
turnover, costs of sales, certain expenses and related tax charges were
incomplete and although the directors consider that based on their knowledge
they have made accruals and provision for all liabilities based on such
books and records as available, they, cannot be certain as to whether all
the liabilities of the Group have been recorded.
All the existing directors were appointed in December 2000, except Mr. Chan
Chun Hong, Thomas who was appointed in October 2000 and Mr. Yu Wai Man who
was appointed in April 2001.
The financial Statement have been prepared based on the books and records
maintained by the Company and its subsidiaries. However, in view of the
aforesaid breakdown in internal control of the Group, no representations as
to the completeness of the books and records of the Group during the period
from 1 April 2000 to 31 December 2000 could be given by the existing
Directors although care has been taken in the preparation of the financial
statement to mitigate the effects of the incomplete records.
The Directors are unable to represent that all transactions entered into in
the name of the Company and its subsidiaries during the period from 1 April
2000 to 31 December 2000 have been included in the financial statement.
Notwithstanding the foregoing, the Directors have in the assessment of the
Group's assets and liabilities and taken such steps as they considered
practicable to establish these assets and liabilities based on the
information of which they were aware and have made provisions and
adjustments as they considered appropriate in the preparation of the
financial statement.
Contingent liabilities
In December 2000, the Group received a claim from its processing agent for
an amount of approximately HK$18.7 million. Since the documents in support
of the aforesaid claim has not been properly approved by the board of the
Company, the directors are seeking Legal opinion on the said claim. For
prudence, the directors have made a provision against the claim as at the
balance sheet date.
Pending litigation
As at the date of this report, writs of summons were issued by miscellaneous
creditors aggregating approximately HK$5.6 million and banks aggregating
approximately HK$16.6 million, together with claims for overall interest
thereon in respect of overdue borrowings, rentals, purchases of goods and
the provision of services (the Indebtedness).
The directors are currently negotiating with the parties issuing the writs
with a view to restructuring the Group's indebtedness. Full provision has
been made in the accounts for all the Group's indebtedness, however, no
provision has been made for any interest, penalties, damages and legal costs
the Group may incur if it is unsuccessful either in defending the writs or
in persuading the issuers to withdraw such pursuant to a debt restructuring.
On 12 May 2001 and 23 May 2001, winding-up petitions were filed by Sin Hua
Bank Limited, Hong Kong Branch (Sin Hua) against Hung Cheong Toys
International Limited (Hung Cheong), a principal operating subsidiary within
the Group and the Company, respectively. The hearing of the petition against
Hung Cheong in the High Court of the Hong Kong Special Administrative Region
was adjourned to 1 August 2001 while the hearing of the petition against the
Company was adjourned to 28 August 2001.
Summary of Auditor's Opinion
The auditors' report on the Group's accounts for the year ended 31 March
2001contains a disclaimer of opinion because of the following scope
limitation:
The financial statements have been prepared on a going concern basis.
However, the auditors have been unable to obtain from the directors all the
information, explanations or other evidence that consider necessary to
satisfy themselves that appropriate disclosures have been made in respect of
this issue. Accordingly, they have disclaimed their opinion in respect of
this issue.
As set out in the note to the financial statements, there was a significant
breakdown in the Group's internal accounting controls. The auditors have not
been provided with adequate audit evidence to satisfy ourselves as to the
nature, completeness, appropriateness, classification and disclosures in
respect of the transactions undertaken by the Group during the year ended 31
March 2001 and the related balances as set out in the notes to the financial
statements, in particular, they have been unable to perform any satisfactory
procedures to substantiate the sales transactions as set out in note to the
financial statements. Accordingly, they have disclaimed their opinion in
respect of this issue.
In view of the liquidity problems currently faced by the Group, the
construction in progress of the Group was put on hold and a full provision
has been made against the cost incurred as at 31 March 2001. The auditors
concur with this provision on the basis that the Group has no plans to
complete the construction, nor does it currently have any business plans for
such assets even if they were completed. However, in the current year, the
Group has significantly scaled down its production operations in the
People's Republic of China (the PRC).
Having regard to the gross operating loss incurred by the Group for the year
ended 31 March 2001, and the uncertainties involved in the Group having
sufficient working capital to restore operations in the foreseeable future
to a commercially viable level, as explained more fully in note to the
financial statements, there is also an uncertainty as to the carrying value
of the Group's existing completed fixed assets and an impairment assessment
needs to be performed to determine that recoverable amount either from
utilization in future profitable operations, or from their disposal.
In the absence of any information from the directors as to their assessment
of the carrying value of the fixed assets as a result of the scaling down in
production operations and in the absence of any valuation on an open market
value basis, the auditors are unable to assess whether the provision for
impairment in the value of the fixed assets as at 31 March 2001 currently
provided by the Group as disclosed in the note to the financial statements
is adequate, but not excessive. Accordingly, they have disclaimed their
opinion in respect of this issue.
As further explained in note to the financial statements, the Group received
a claim and although the ultimate settlement is still in the process of
negotiation, the directors have made a substantial provision for the claim.
As the auditors have not been provided with sufficient information or
explanations to satisfy themselves if the basis of provision is appropriate,
the auditors are unable to assess whether the provision made by the Group is
adequate, but not excessive. Accordingly, they have disclaimed their opinion
in respect of this issue.
As further detailed in note to the financial statements, there are legal
proceedings against the Group including petitions for the liquidation of
certain Group companies, principally initiated by various bankers and
vendors, the future outcome of which could not be assessed with reasonable
certainty at the date of these financial statements. Other than the amounts
claimed as summarized in note to the financial statements, no reasonable
estimate could be made with regard to any possible additional costs to the
Group should the various defending companies be unsuccessful in defending
the cases.
Such additional costs might include interest, legal costs and consequential
damages which the Group may sustain. Also, it is not possible to determine
the outcome of the court proceedings to wind up certain Group companies.
Although the auditors consider the disclosures made in respect of these
matters is adequate, they consider them to be so significant that they have
disclaimed our opinion in this respect.
Disclaimer of opinion
Because of the significance of each of (i) the fundamental uncertainty
relating to the going concern basis, and (ii) the possible effects of the
limitations in evidence available to us as set out in each of paragraphs 1
to 4 in the basis of opinion section of this report, the auditors are unable
to form an opinion as to whether the financial statements give a true and
fair view of the state of affairs of the Group and of the Company as at 31
March 2001 and of the loss and cash flows of the Group for the year then
ended and as to whether the financial statements have been properly prepared
in accordance with the disclosure requirements of the Hong Kong Companies
Ordinance.
Results
The fiscal year of 2000/2001 was a difficult year for the Group. Since its
listing in 1998, the Group experienced a loss for the first time. The net
loss attributable to the shareholders for the year was HK$279,335,000which
arose mainly from the decline in profit margins and provisions made for
trade receivable and inventories resulted from over-expansion of trading
business in the first half of the year.
Business Review
In early 2000, the Group raised HK$12 million by the allotment of its share
for the purpose of developing a business to business e-commerce toys
platform. It was anticipated that the internet business would provide good
prospects and profitability to the Group and the Group has therefore put
huge efforts into the establishment of a portal - toysmatch.com operated by
Toysmatch.com Limited.
In order to attract more interested parties, especially of those from the
toys industry, to register as member of toysmatch.com, the Group attempted
to enhance its market recognition and reputation within the toys industry by
broadening its market share. At that time, the Group believed that this
objective could be achieved by certain marketing strategies, namely: by
lowering the profit margin to increase the competitiveness of our toys
products; by setting up another business stream as of a toys trader on top
of a toys manufacturer; and by entering into business activities with other
toys suppliers in other areas
of the PRC - Chao Zhou.
(a) New Business Stream as a Toys Trader
To establish itself as a toys trader, the Group entered into trading
activities including the sourcing of semi-finished or finished toys products
such as stuffed toys, bicycles, tricycles, scooters etc. from various
suppliers, repacking them under our own brand name and reselling them to
wholesalers.
The Group had granted credit terms to certain customers, including 3 major
PRC customers who were granted particularly favorable terms. They all
started their business relationship with the Group since April 2000.
Payments have never been made by any of the 3 debtors which amounted to a
total of approximately HK$115,891,000 as at 30 September 2000 and a total of
approximately HK$117,382,000 as at 31 October 2000.
Upon the Group's attempts to collect the outstanding debts from the 3 major
PRC debtors, it was found that they had all disappeared and could no longer
be located. This inadvertently exposed the Group into a serious financial
difficulty.
(b) Business Activities with other Toys Suppliers
The Group attempted to enter into business activities with other toys
suppliers and in particular, the Group made an arrangement with Chaolian
Toys Trading Company Limited (Chaolian), a sole proprietorship in Chao Zhou
owned by Mr. Lam Man Lung, to deal with other toys suppliers in Chao Zhou by
Chaolian on behalf of the Group. By November 2000, the Group had advanced a
total sum of HK$5.2 million to Chaolian to financially support its
operation, delivered inventories amounting to a total sum of HK$11.8 million
to and under the custody of Chaolian and paid deposits to other toys
suppliers in the total sum of HK$4.6 million through Chaolian. However, the
Group's business relationship with Chaolian ended abruptly in mid-December
2000 when Mr. Lam Man Lung was arrested by the Ogong an' (Public Security
Bureau of the PRC) for his involvement in the attempted kidnap of Mr. Chan
Chun Hung, the former chairman of the Company and the demand of a ransom.
For prudence's sake, a full provision on the advance, inventories left under
the custody of Chaolian and the deposits was made.
In October 2000, Mr. Chan Chun Hung was arrested by the Independent
Commissioner Against Corruption (the ICAC) for his alleged involvement in a
graft case concerning certain letter of credit transactions entered into
between the Group and four private companies during the period from April
1999 to December 1999. As far as the directors are aware, no charge has been
laid against Mr. Chan.
However, due to the wide publicity of this incident in the press, the
reputation of the Group has been severely impaired. All bankers and
suppliers either suspended or terminated their credit facilities granted to
the Group and some of them also demanded for repayment of all outstanding
debts. This made it difficult for the Group to carry on its normal operation
with its tight working capital.
In early October 2000, a riot occurred within the PRC factory. And some of
the Company's plant and machinery in the PRC factory were seriously damaged
and certain underlying books and records of certain subsidiaries of the
Company were lost. As a result, the Group was unable to meet its sales
orders as scheduled and some customers had lost confidence in entering into
business transactions with the Group. Furthermore, the economic recession in
both the USA and Europe has also made an adverse impact on the Group's
business.
Since October 2000, there had been a significant drop in the turnover from a
monthly average of HK$35 million for the first half year to a monthly
average of HK$3.5 million for the remaining year. Taking into account the
keen competition faced by the Group in the toys industry, profit margins
decreased sharply and the overall contribution from toys product was unable
to cover its fixed operating costs.
Due to the above underlying factors, the Directors have reservation on the
ability of the Group to return to the former levels of production capacity
of its PRC factory and sales performance in the short term. By adopting a
vigilant and prudent approach, decisions were made not to have further
investment towards the expansion of the PRC factory in the near future and a
provision of HK$58 million was therefore made for the impairment in value of
construction-in-progress and fixed asset.
Due to the all above factors together the worldwide I.T. bubble burst in the
third quarter of 2000, the Group therefore decided to discontinue its
investment in Toysmatch.com Limited and made a full provision of HK$4.3
million against the receivable from it.
Liquidity And Financial Position
As of 31 March 2001, the Group had net current liabilities of approximately
HK$182,832,000. As at the date of this report, certain suppliers and bankers
of the Group had filed writs of summonses demanding for the repayment of the
outstanding amounts due by the Group as well as winding-up petitions against
the Company and one of its subsidiaries.
In order to strengthen the capital base of the Group and to improve the
Group's financial position, the directors have been considering various
alternatives to strengthen the capital base of the Company through various
fund-raising exercises, including, but not limited to, loans from directors,
external borrowings and private placements.
In this respect, the directors entered into active negotiations with
potential investors for the purpose of seeking capital injections into the
Group.
In the meantime, the directors negotiated with the Group's bankers who had
provided loans to the Group, trade creditors as well as other creditors, in
attempt to reschedule the repayment terms of certain outstanding debts of
the Group and to seek their ongoing support.
As at the date of this report, although the standstill agreement as well as
the debt restructuring agreement with all the relevant parties have not been
entered into, negotiations have been undergoing with promising progress.
Furthermore, the directors have also undertaken measures to tighten cost
control in respect of the PRC factory overheads and various administrative
expenses.
Prospects
There has been a significant change in the composition of the board of
directors of the Company. All of the directors presently in office were
appointed in December 2000 except for Mr. Chan Chun Hong, Thomas who was
appointed in late October 2000 and Mr. Yu Wai Man who was appointed in April
2001.
All of them are professionals in accounting, financial management, corporate
restructuring and have extensive experience in the retail and manufacturing
business including the toys industry. Their invaluable professional
expertise helps to strengthen the internal control and management of the
Group and enables the Group to undergo debt restructuring smoothly and
efficiently.
The Directors are confident that the retail experience and visions of
members of the board in the toys industry will speed up the recovery of the
Group.
In order to improve the competitiveness and uniqueness of our products, the
Group is now in the course of strengthening its R & D department.
Furthermore, the Group recently appointed a well-experienced U.S. sales
representative who does not only promote and advertise our toys products in
the U.S. market, but also assists the Group in enhancing the design and
development of toys products in order to attract more overseas customers,
especially in the United States.
Depending on the success of the debt restructuring and fund raising within
the Group, the Directors strongly believe that the Group will gradually
recover from its trough in the previous financial year.
HYCOMM WIRELESS: Posts Net Loss Of HK$327.182M
----------------------------------------------
HyComm Wireless Limited (formerly Plotio Holdings Limited) (the "Company")
posted for the year ended 31 March 2001 a net loss of HK$327.182 million, up
from the preceding year's loss of HK$230.846 million.
During the year ended 31st March, 2001, the Group was engaged in the
business of property development, property investment, property management,
property agency and construction and decoration services while the Group
continued to re-engineer its businesses.
The Group recorded turnover for the year of approximately HK$165 million and
net loss for the year of approximately HK$327 million.
Net loss incurred for the year is mainly attributable to further provision
made on the Group's interest in certain development properties, the deficit
arising on revaluation of investment properties and fixed assets, provision
for impairment loss of investments in securities and impairment loss in
goodwill attributable to an associate written off to reserves last year but
transferred to income statement this year.
However, the Group's other business sectors were maintained at a more
satisfactory level throughout the year.
Property development and investment and property related services
Tai Ning Street and Temple Street projects have been substantially completed
and the occupation permits have been issued. The superstructure work of the
Group's another project in Po Kong Village Road commenced in Year 2000 and
it is expected to be completed this year. Pre-sale program of Po Kong
Village Road project has been launched subsequent to the year end date. The
development of other projects is still in the preliminary stage and the
construction work will commence only at a later stage.
During the year under review, the turnover attributable to the property
related services of property management, agency, construction and decoration
has been maintained at a satisfactory level and such businesses continued to
contribute to the Group.
Technology-related and communication businesses
The Group's technology-related and communication investments in Hycomm
Technology Incorporated ("Hycomm"), Codebank Limited ("Codebank") and
CyberLiving Holdings Limited ("CyberLiving") are retained as long term
investments. Hycomm's major asset is an indirect 85 percent interest in
Guangzhou Huamai Information Engineering Co., Ltd. which is principally
engaged in the design, development and installation of software and systems
relating to the wireless data and wireless IP network. Codebank is
principally engaged in internet software development and offers turnkey
solutions to enterprises, educational institutions and governments with
application software, vertical portal solutions and professional services.
CyberLiving is principally engaged in design, development and installation
of personalized content and e-services to networked homes in the Greater
China Region via the residential data network.
On 5 June 2001, the Company agreed to acquire 100 percent of the issued
share capital in Trans-Nova Telecom Limited, which is principally engaged in
the telecom and data communications business with a focus on three areas,
(i) global positioning system technology-related products and services, (ii)
telemetric technology for measuring and monitoring functions, and (iii)
internet services and e-Commerce and m-Commerce solutions, by issue of
consideration shares of 125,000,000 new shares of the Company.
Prospects
The Group will continue its business re-engineering and gradually shift its
business strategy from property investment and development to
technology-related businesses. By adopting a prudent approach in its new
business development and financial strategy, the Group hopes to take
advantage of new business opportunities in those technology-related
industries with strong market momentum and potential. We expect our new
business strategy will bring to the shareholders greater value in long term.
Liquidity And Financial Resources
The Group has bank and cash balance of approximately HK$32 million as at 31
March 2001. The Group's bank loans outstanding at 31 March 2001 amounted to
HK$262 million, representing a decrease of HK$64 million as compared with
the amounts outstanding at 31 March 2000.
With bank and cash and other current assets as well as the Group's available
banking facilities, the Group has sufficient financial resources to satisfy
its financial commitments and working capital requirements.
Issue Of Convertible Debentures And Use Of Proceeds Therefrom
In May 2000, the Company issued totally US$10 million 2 percent convertible
debentures due 2003 ("Debentures") to two overseas investors. The net
proceeds from the issue of Debentures were applied as general working
capital of the Group. As at 31 March 2001, the outstanding balance of the
Debentures is approximately US$1.55 million.
Subscription Of New Shares
On 18 May 2001, the Company agreed to issue 150,000,000 new shares to Mr Lai
Yiu Keung, a director and substantial shareholder of the Company, at issue
price of HK$0.10 per share. The subscription was completed on 10 July 2001
and the net proceeds amounting to about HK$14.6 million will be used for
redeeming the outstanding Debentures with balance for general working
capital purposes.
Employee
As of 31 March 2001, the Group had 278 staff. In addition to basic salary,
employees are rewarded with performance-related bonuses, other staff welfare
and also a share options scheme will be made available to certain staff of
the Group at the Directors' discretionary.
INNOVATIVE INTL: Posts Full-Year Net Loss Of HK$226.717M
--------------------------------------------------------
Innovative International (Holdings) Limited (the Company) suffered in the
year ended 31 March 2001 a consolidated net loss of HK$226.717 million, down
from a net loss of HK$291.599 million in the preceding year.
The following is an extract from the auditors' report:
"We conducted our audit in accordance with Statements of Auditing Standards
issued by the Hong Kong Society of Accountants. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements.
"It also includes an assessment of the significant estimates and judgments
made by the directors in the preparation of the financial statements, and of
whether the accounting policies are appropriate to the circumstances of the
Company and the Group, consistently applied and adequately disclosed.
"We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance as to whether the financial
statements are free from material misstatement. In forming our opinion, we
also evaluated the overall adequacy of the presentation of information in
the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
Fundamental uncertainty relating to the going concern basis
"In forming our opinion, we have considered the adequacy of the disclosures
made in the financial statements concerning the basis of their preparation
made by the directors. As explained in note 2, the financial statements have
been prepared on a going concern basis, the validity of which depends upon
the successful attainment of profitable and positive cash flow operations by
the Group and the continuing financial support of its bankers and
convertible note holders.
"The financial statements do not include any adjustments that would result
from a failure of the Group to attain profitable and positive cash flow
operations and to obtain continuing financial support of its bankers and
convertible note holders. Had the going concern basis not been used,
adjustments would have to be made in the financial statements to reclassify
non-current assets as current assets, non-current liabilities as current
liabilities, reduce the value of assets to their recoverable amounts and
provide for any future liabilities which might arise.
"Such adjustments may have a consequential significant effect on the net
liabilities as at 31 March 2001 and the loss for the year then ended. We
consider that appropriate disclosures have been made but the fundamental
uncertainty relating to whether the going concern basis is appropriate is so
extreme that we have disclaimed our opinion."
Management Discussion and Analysis
Operations of the Group during the year remained under severe pressure.
The Group's turnover for the year was HK$156 million, representing a
decrease of 31 percent. Loss per share was narrowed to HK$39.15 cents
compared with HK$50.36 cents in 2000, representing an overall improvement in
performance of 22 percent.
This was the third year of the Group's operational and financial
restructuring spanning the years 1999 to 2001.
Although the restructuring were in favor of the long term development of the
Group taken as a whole, the short-term adverse effects immediately after the
implementation of the restructuring processes were unavoidable which were
subsequently reflected in the financial statements of the Group in the last
three consecutive years.
Subsequent to the entering into the debt restructuring agreement (Debt
Restructuring Agreement) with the financial creditors of the Group recently
and the implementation of various internal restructuring processes in the
past few years, the Group is now in a position to start a new chapter.
During the period under review, the Group continued to incur a loss as a
result of the decrease in sales, the increase in deficits arising from the
revaluation of the Group's property assets and inventories, provisions for
bad and doubtful debts and the occurrence of the high operating and finance
expenses.
The reasons for the decrease in sales were twofold. On the one hand, the
Group's operation was adversely affected by the general economy slowdown in
our major markets such as Europe and America. On the other hand, the Group
lacked new funding for the investment on research and development of new
products.
In spite of the sluggish conditions during the year, the Group remained
focused on our core line of business. During the year under review, turnover
breakdown by product types was largely unchanged compared to that in last
year.
As a result of the new valuation basis adopted by the Group this year on the
valuation of the production facilities of the Group and the impairment of
the assets valuation of the Group's investment property, there were an
aggregate of approximately HK$54.2 million attributable to the other
operating expenses.
This, together with the provisions for bad and doubtful debts of
approximately HK$27.9 million and a number of non-recurring write-offs of
approximately HK$9.2 million attributable to the various professional fees,
loss on the disposal of its non-core assets and provisions for diminution in
value of long term investment, the total expenses attributable to the other
operating expenses for the year amounted to approximately HK$91.3 million.
The sum of the administrative expenses, selling and marketing expenses and
the manufacturing expenses was about HK$99.3 million of which about HK$51.3
million were attributable to the administrative expenses, about HK$42.5
million were attributable to the manufacturing expenses and about HK$5.4
million were attributable to the selling and marketing expenses.
Out of the about HK$51.3 million administrative expenses, about HK$37
million were attributable to the administrative expenses for the core
operation including the expenses incurred in Hong Kong headquarters, the
antenna and car accessories production plants. The remaining approximately
HK$14 million were attributable to the administrative expenses of its
overseas subsidiaries.
Also out of the approximately HK$99.3 million operating expenses, about
approximately HK$36.3 million expenses are non-cash items such as the
approximately HK$21.5 million and approximately HK$14.8 million attributable
to the depreciation and amortization cost as manufacturing overhead and
administrative expenses respectively.
The finance expenses were approximately HK$55.7 million for the year which
was mainly arising from the interest burden of the debts of the Group.
Debt restructuring of the Group
The directors are glad to report that the Company entered into the Debt
Restructuring Agreement with its Financial Creditors on 17 July 2001. This
represented an end to the two years' negotiation with the Financial
Creditors for the total indebtedness of approximately HK$660 million of the
Group owing to them.
In view of the closing of the Debt Restructuring Agreement is conditional
upon the fulfillment of various conditions and the Group foresees there will
be certain difficulties in fulfilling them, the proposed debt restructuring
may or may not proceed.
However, the management still believes that entering into the Debt
Restructuring Agreement is in the interest of the Group as well as the
shareholders.
As the Directors have reiterated in the past, restructuring means providing
a new operating environment to the Group.
On the one hand, the Group will be benefited from the restructuring to a
more stable operating environment, new business opportunities and
significant reduction on its financial burden. On the other hand, the
obligations of the Group subsequent to the entering of the Debt
Restructuring Agreement will also increase inevitably.
Management and the Directors are well aware the obligations being borne by
each individual and will use their best endeavors to meet these new
obligations and challenges.
Liquidity, Financial Resources & Capital Structure
The net surplus cash position of the Group as at 31 March 2001 was largely
unchanged at HK$10.3 million compared with HK$10.4 million in the last
corresponding period. Whereas approximately HK$6.0 million was held in a
stakeholder account with the Financial Creditors and approximately HK$4.3
million was used as general working capital of the Group.
There was a slight reduction in the total outstanding payables due to
external creditors but not including the outstanding due to the Financial
Creditors.
As the Debt Restructuring Agreement has been entered into by the Group and
its Financial Creditors on 17 July 2001, the additional capital expenditure
for facilitating the conditions to closing are expected to be about HK$4.3
million.
Due to the tight financial position of the Group, the management is
currently in the process of negotiating with the agent of the Financial
Creditors as to the appropriate arrangement to conclude the conditions to
closing.
The Rescheduled Debt and Convertible Notes (as defined in the Debt
Restructuring Agreement) are secured by a debenture executed by the Company
in favor of the Financial Creditors. Under the debenture, the Financial
Creditors have been granted a security over all the non-current assets and
undertakings of the Group.
There is no present plan for material investments on capital assets in the
coming year, other than the Group's regular annual capital expenditures
required to maintain its growth in sales.
During the year, the Group held an investment property in Tianjin, Innotec
Tower, which comprises of a commercial podium and certain residential and
office units. The Group intends to dispose the property in the coming years.
Due to the proposed debt restructuring with the Financial Creditors, the
Group is also in the process of disposing its non-core assets.
All financial borrowings of approximately HK$684.6 million, incomes and
expenses of the Group as at 31 March 2001 were dominated in either Hong Kong
or US Dollar. Hence, the Group's exposure to fluctuations in the exchange
rate is considered to be minimal and there is seldom the need to make use of
financial instruments for hedging purposes.
The gearing ratio (i.e. total liabilities/total assets) for the year was 162
percent (2000: 110 percent).
During the year, there were no material acquisitions and disposals of
subsidiaries and associated companies of the Group.
The Group has adopted a new valuation basis on the property, plant and
equipment during the year. As a result, there were certain other operating
expenses of approximately HK$54.2 million arising from the deficits on the
revaluation of its production properties in the PRC.
The Group's ability to continue as a going concern is dependent upon the
attainment of profitable and positive cash flow operations and the
successful repayment of its rescheduled debt.
Save for as disclosed in the financial statements for the year, the Group
has no other contingent liabilities.
Prospect
The Group expects to see further business consolidation in automobile
related products in our major markets owing to the recessionary atmosphere
in the areas. This is likely to enforce efficiencies among the Group's
industry players and possibly lead to industry consolidation. As a result,
the Company foresees a more competitive environment in the coming twelve
months before the economies in these countries recover.
The Group will continue to consolidate its core business of manufacturing
antennae and car-related consumer products. The management believes that
demand for the Group's core products are still there and the Group's
re-positioning to focus on the core line of business and the improving
operation control should provide it with more favorable business
opportunities.
The management believes that the operational restructuring of the Group is
in the finalization stage after three years of hard work. All the adverse
effects from the operational restructuring have been sufficiently provided
for in the accounts of the Group. The management anticipates that with the
continuing efforts of the management to introduce various cost saving
measures to the Group and the substantial reduction in the finance expenses
after the closing of the Debt Restructuring Agreement, the operating
expenses will be improved significantly.
The PRC's accession to the World Trade Organization (WTO), which is expected
to take place at the end of 2001, will definitely bring benefits to the
Group such as increasing opportunities for sourcing goods at a more
favorable price from the PRC.
The Group believes this will offset some of the adverse effects on our
business taken as a whole from the increasingly competitive market. The
Group will continue to dispose of its non-core assets to accelerate the
repayment of the rescheduled debt.
As most of the Group's Non-core Assets are situated in the PRC, with the
favorable market sentiment subsequent to the accession of the PRC to the WTO
and the hosting of the 2008 Olympics in Beijing, it is expected that the
Group would be in a better position to dispose of its non-core assets at a
better price.
We are confident that the Group is in a good position to survive in this
recessionary period.
Number & Remuneration Of Employees
As at 31 March 2001, the Group had approximately 1,500 employees.
Remuneration policies are reviewed regularly by the Directors of the Group.
Remuneration packages are structured to take into account the level and
composition of pay and the general market conditions in the respective
countries and businesses in which the Group operates.
JILIN CHEMICAL: Expects To Post Losses For H1
---------------------------------------------
Jilin Chemical Industrial Company Limited (the Company) is expecting to
record losses from operations for the first six months ended 30 June 2001.
The loss projection is due to increased accounting provisions for bad and
doubtful debts, price decrease in the Company's petrochemical products and
price increase in the Company's principal raw materials.
The Company is presently unable to quantify precisely the extent of the
losses for this period. The Company intends to release its unaudited first
half 2001 interim results, which will contain further details of these
losses, as soon as practicable.
Shareholders of the Company and investors should exercise caution when
dealing in the shares of the Company.
KARLWIN INTERNATINAL: Petition To Wind Up
-----------------------------------------
The petition to wind up Karlwin International Enterprise Limited is
scheduled to be heard before the High Court of Hong Kong on August 8, 2001
at 9:30 am. Chan Kai Yan, Daniel of 1st Floor, No. 38, filed the petition
with the court on May 30, 2001 Sik Kong Wai, Yuen Long, New Territories,
Hong Kong.
SEAPOWER RESOURCES: Net Loss Balloons To HK$239.054M
----------------------------------------------------
Seapower Resources International Limited HK$239.054 million for the year 31
March 2001, an increase from the preceding year's net loss of HK$161.474
million.
Moreover, the Company incurred an operating loss of HK$105.888 million, as
compared to HK$12.735 million in operating losses the previous year. The
loss from operations was made on turnover of HK$201.110 million, down from
the previous year's HK$300,259 million.
According to the auditors' report, the financial statement of the Company
was made on the following:
a) Fundamental uncertainty relating to the going concern basis
The Group's servicing of borrowings from certain financial creditors (the
"Financial Creditors") were not made according to the schedules set by the
Financial Creditors such that the Group's borrowings from these Financial
Creditors have become due for repayment. As a result, receivers had been
appointed by certain of the Financial Creditors (the "Banking Syndicate") in
respect of two of the Group's three cold storage warehouses (the
"Properties"). Also, one member of the Banking Syndicate had taken action
in connection with their specific security over certain Group assets.
The Group's third cold storage warehouse secured borrowings obtained from
a Financial Creditor which was not a member of the Banking Syndicate. The
Group was dependent upon the continuing support of Financial Creditors with
which the Group was in discussion for the restructuring of the borrowings.
Provided that the Financial Creditors continued to support the Group
until such time as agreement could be reached with the Financial Creditors
for the restructuring of the Group's borrowings, the Directors considered
that the Group would have sufficient financial resources to meet in full its
financial obligations as they fell due for the foreseeable future.
The financial statements had been prepared on a going concern basis, the
validity of which depended upon future funding being available. The
financial statements did not include any adjustments that might result from
the failure to obtain such funding.
b) The evidence of certain items available to the auditors was limited as
follows:
(1) Included in the consolidated income statement was a loss on disposal
of a subsidiary of approximately HK$3 million. However, the auditors were
unable to obtain the sale and purchase agreement or other documentary
evidence in respect of the disposal. Also, full provision has been made in
respect of the balance of the receivable for the disposal of approximately
HK$27 million. Against this background, the auditors were unable to satisfy
themselves as to the validity of the disposal and as to whether the recorded
loss on disposal and the subsequent provision were fairly stated.
(2) Included in the Group's property, plant and machinery as at 31st
March, 2001 were properties held for development of approximately HK$54
million. The auditors were unable to obtain sufficient information and
explanations regarding the valuation of the properties under development as
at 31 March 2001 to assess whether any provision was required for impairment
in value.
Any adjustments to the figures mentioned above would affect the net
assets of the Company and the Group as at 31 March 2001 and the results of
the Group for the year then ended.
Dividends
The Directors do not recommend the payment of a final dividend in respect of
the year ended 31 March 2001. (2000: nil) to shareholders of the Company.
Results For The Year
The US economy, acting as the global economic indicator, slowed down with
weakened consumer sentiment during the year under review. Hong Kong economy,
especially the export, trading and retail industry, was correspondingly
affected by such decline. Despite this, the Group managed to minimize the
adverse effects by virtue of its solid experience in the industry and
flexible marketing strategies. The Group's turnover was HK$201,110,000
(2000: HK$300,259,000) for the financial year ended 31 March 2001. During
the financial year, the Group continued to dispose non-core businesses and
assets and manage the businesses with prudent measures in response to the
challenging market conditions. The Group made a net loss for the year ended
31st March, 2001 of HK$239,054,000 (2000: HK$161,474,000).
Operations Review
The unique business model of the Group was endorsed by its strategic
alliances worldwide. They also see the need for a nerve center to link two
of the world's largest and powerful markets, namely, United States and the
People's Republic of China ("PRC"). The Group's connection and experience in
the PRC market make the Group the most qualified entity to perform a nerve
center role for the climate controlled products industry between these two
important markets. The unique business model of the Group is as follows:
1. Global Supply Chain Management
With the Group's 20 years experience in cold storage and warehousing,
it has accumulated significant expertise in handling and earned the trust
from international clients. As a logical extension of its business, the
Group has allocated appropriate resources in building up the physical and IT
infrastructure to provide a global supply chain management solution for such
international traders and manufacturers of climate controlled products since
late 1999. The objective is to assist the Group's customers to replenish
their stocks, identify new and cheaper sources worldwide, both online and
offline.
To streamline the operation, a separate business unit was set up to
house all IT systems, global alliances and ancillary business services so
that the Group's customers need only a single point of contact to reach a
wide variety of services and markets.
This strategy was proved to be correct as in October 2000, the Group
and AmeriCold Logistics, LLC ("AmeriCold") signed an agreement for the
formation of a strategic alliance with the intention to provide a single
door-to-door fulfillment service to their respective clients. AmeriCold is
the largest provider of refrigerated and frozen distribution services in the
United States. It has refrigerated capacity of over 500 million cubic feet
and operates 106 temperature-controlled facilities. AmeriCold transportation
services manage over 7.5 billion pounds of refrigerated and frozen freight
per year.
As a result of AmeriCold's joining the Group strategic alliance
network, the Group now has over 160 cold storage and logistics alliances in
the world and it is the largest climate controlled products fulfillment
network in the globe in terms of total storage capacity and throughput. The
Group's global reach now covers USA, the PRC, Taiwan, Hong Kong, Australia,
New Zealand, South Korea, Singapore, Malaysia, Indonesia and United Kingdom.
The new initiative will enable the Group's customers to expand their market
coverage without investment. More importantly, this network allows the
Group's customers immediate access to two of the world's largest markets:
USA and the PRC.
In early 2001, in collaboration with the Hong Kong University of
Science and Technology and the Stanford University, the Group had committed
appropriate resources to study the opportunities and pitfalls in conducting
global supply chain management for its clients, especially between USA and
China. The findings were very encouraging and insightful and had been used
as a blueprint to develop the Group's strategy in marketing and devising
tailor-made logistics and supply chain management solutions to its clients
and potential clients.
2. China Operations
As an integral part of the Group's Global Supply Chain Management
initiatives, the Group has also set up a special team in developing the
infrastructure and network in the PRC. The Board is pleased to announce that
as of the date of this report, the Group has over 45 cold storage and
logistics alliances in the PRC. With this critical mass in place, the Group
is now in a better position to provide imports consultancy, trading and
marketing services, door-to-door logistics management services for foreign
based manufacturers, traders, distributors, retailers, supermarket chain
operators, fast food chain operators and importers. The network and
infrastructure can also be used by the PRC companies to export their climate
controlled products to the outside world.
In early December 2000, the Group signed a formal joint venture
agreement with Guangzhou Ershang Trade Development Company ("Guangzhou
Ershang"), a wholly owned subsidiary of Guangzhou Municipal Government Os
Business Bureau of the PRC, to develop cold storage warehousing, logistics
management and related e-commerce businesses in Guangdong Province of the
PRC. This marked an important step forward for the Group to penetrate the
fast growing and export-dominated Southern China market and pave the way for
higher growth when China is admitted to the World Trade Organization.
Via affiliated companies and partners, the Group was also involved in
logistics consultancy services to assist some of the supermarkets and fast
food chains in the PRC in solving their supply chain or logistics problems.
During the financial year, the Group continued to beef up the China team and
was also actively involved in developing tailor-made logistics solution to
some of the multinational companies which are interested to extend or expand
their market share in the PRC including devising strategy to develop
distribution centers and other facilities, vendors inventory management and
regional delivery services.
3. Nerve Center for Climate Controlled products
To link up two of the world largest markets (USA and the PRC), the
Group had built a business-to-business platform www.iPowerB2B.com during the
financial year to facilitate communication, develop cross fertilization
opportunities and friendship among the 160 alliances worldwide and assist
the Group's customers to reach new markets and new products. At the same
time, the Group's own proprietary Warehouse Management System (OWMS") was
web-enabled during the year. Customers and alliances of the Group can now
access to the WMS to order warehousing services, check their own inventory,
do transfers, book delivery and other tasks anytime anywhere via the
Internet.
The ultimate objective is to build a nerve center or e-Hub for climate
controlled products in Asia to link the PRC with the rest of the world as
Hong Kong is well positioned and in fact the largest gateway to the vast and
fast growing PRC market. In addition, the Group had recruited appropriate
staff to explore ERP, CRM, bar-coding and other IT/information technology
initiatives with a view to improve its competitive advantages and operation
efficiency among its various warehousing facilities, business partners and
customers under the new economy.
4. Cold Storage & Warehousing
This division has been providing specialized storage services for
climate controlled products for about 20 years to importers, traders,
wholesalers and manufacturers/processors. Climate controlled products cover
a wide variety of basic necessities such as frozen meats, fresh fruits,
cigarettes and wines, films and pharmaceutical products. During the
financial year, this division had undergone a series of rationalization
exercises including upgrading its information technology systems and
focusing on higher margin accounts in order to provide better return to our
shareholders and more dedicated services to our customers.
5. Logistics Management Services
Leveraging the success of our Cold Storage Division, the Group managed
to create the new Logistics Management Services division with relatively
small investment. During the financial year, this division had substantially
beefed up its manpower, equipment, trucks and capabilities. It managed to
provide daily distribution service to most dry seafood traders, certain
catering outlets, hotels, supermarkets and fast food chains in Hong Kong.
6. Properties & Financial Services
During the financial year, the remaining units of Seapower Centre and
Silver Fortune Plaza continued to generate recurring rental income for the
Company.
During the financial year, the Group had exercised its option on 7
securities and 1 futures broker seats retained by the Group in the disposal
of its securities and futures operations to an independent third party. As
part of this option arrangement, the Group held a minority stake in The Hong
Kong Exchanges and Clearing Limited ("HKEX"). The HKEX was subsequently
listed in June 2000 and the Group managed to generate substantial capital
gain by disposing of some of the shares in HKEX.
7. Ice Manufacturing and Distribution
To focus on logistics business, the Group continued to sell the ice
products(both industrial and catering ice) manufactured by its ice
manufacturing plants to wholesalers to generate recurring income.
Prospects And Outlook
According to the PRC's Tenth Five-Year Plan, the economy is expected to grow
at an average annual rate of about 7 percent over the next five years
(first-half of 2001 GDP was up 7.9 percent year-to-year). On the back of
such economic growth, coupled with the business opportunities that will
arise from the PRC's imminent entry to the WTO and Beijing's hosting the
Olympics in 2008, the long-term economic prospects for Hong Kong, being an
important gateway to the PRC, are optimistic .
The wholesale commercialization of the Internet during the last two years
has effectively removed boundaries between countries. This has a profound
effect on the supply chain of various businesses. The Group's strategic move
to create a global supply chain management division, China business focus
team, e-Hub and logistics management services for climate controlled
products around its Cold Storage & Warehousing business proves to be timely
and correct.
The Group's competitive advantages are further enhanced by such strategy as
evidenced by the growth in the number and scope of the Group's strategic
alliances both overseas and in the PRC.
The PRC is identified to be the key growth driver for the Group. In order to
increase the coverage and services in the PRC market, the Group has also
realigned resources strategically to build up more partnerships or
co-operations there. This will bring about significant synergies to the
Group and further enhance its competitiveness in the crucial markets.
Apart from the above, the Group has also planned to take several measures to
improve its cash flow and profitability, including (1) adopting a
sector-focus policy in developing the Cold Storage & Warehousing business;
(2) leveraging the Group's previous business experience and connections in
the PRC to develop the China logistics business; (3) developing the Global
Supply Chain Management and e-Hub business with great care to avoid
disproportionate capital commitment; (4) fully capitalize on the Group's
expertise and experience in the Cold Storage & Warehousing business for the
development of value-added logistics management services; and (5) leveraging
the Group's connection to the academic world and applying for government
funding (both Hong Kong and Australia as the Group has operations in
Australia) to develop its IT/information technology initiatives as much as
possible.
The Group will continue to build sensible and logistical businesses around
its core business of Cold Storage & Warehousing, driving for maximum
operational efficiencies and slashing unnecessary overhead. In doing so, new
management installed two years ago will use their best endeavors to rebuild
value and improve bottom-line in the years ahead.
S.Y. ENGINEERING: Petition To Wind Up
-------------------------------------
The petition to wind up S.Y. Engineering Company Limited is set for hearing
before the High Court of Hong Kong on August 1, 2001 at 9:30 am. The
petition was filed with the court on May 30, 2001 by The Hong Kong Housing
Authority, a statutory corporation of Housing Authority Headquarters, 33 Fat
Kwong Street, Ho Man Tin, Kowloon, Hong Kong.
TRILIX (CHINA): Faces Winding Up Petition
-----------------------------------------
The petition to wind up Trilix (China) Development Company Limited is
scheduled for hearing before the High Court of Hong Kong on August 22, 2001
at 9:30 am. The petition was filed with the court on June 8, 2001 by K. Lee
Company of Block A4, Ground Floor, Shatin Industrial Centre, 5-7 Yuen Shun
Circuit, Shatin, New Territories, Hong Kong.
U-RIGHT INTL: Proposes To Exercise Bonus Warrants Issue
-------------------------------------------------------
U-RIGHT International Holdings Limited (the Company) announced that they
recommended the payment of a final dividend of HK4 cents per share of
HK$0.10 of the Company ("Share") in respect of the year ended 31 March 2001
("Final Dividend") to the shareholders of the Company ("Shareholders") whose
names appear on the register of members of the Company on 31 August 2001.
The Directors also announced that the Company proposed a bonus issue of
shares ("Bonus Share Issue") and a bonus issue of warrants ("Bonus Warrant
Issue") to the Shareholders (except Overseas Shareholders as defined below).
The terms of the Bonus Share Issue and the Bonus Warrant Issue (together the
"Bonus Issues") are as follows:
Basis of Bonus Share Issue
Subject to the conditions as mentioned herein, the proposed Bonus Share
Issue will be made on the basis of two bonus shares ("Bonus Shares") for
every Share held on 31 August 2001. The Bonus Shares will be credited as
fully paid at par. On the basis of 275,000,000 Shares in issue as at the
date of this announcement, and assuming no further Shares are issued or
repurchased before 31 August 2001, 550,000,000 Bonus Shares will be issued
under the Bonus Share Issue.
Basis Of Bonus Warrant Issue
Subject to the conditions as mentioned herein, the proposed Bonus Warrant
Issue will be made on the basis of one warrant ("Warrant") for every five
Shares held on 31 August 2001 (taking into account the Bonus Shares allotted
and issued pursuant to the Bonus Share Issue).
On the basis of 275,000,000 Shares in issue as at the date of this
announcement and the 550,000,000 Bonus Shares to be issued pursuant to the
Bonus Share Issue and assuming no further Shares are issued or repurchased
before 31 August 2001, Warrants carrying aggregate subscription rights of
HK$74,250,000 will be issued by the Company under the Bonus Warrant Issue.
The Warrants to be issued in registered form will be constituted by a deed
poll which sets out the terms and conditions of the Warrants. Full exercise
of the Warrants at the initial subscription price of HK$0.45 per Share would
result in the issue of a total of 165,000,000 new Shares in the capital of
the Company, representing 20 percent of the then existing issued share
capital (as enlarged by the Bonus Share Issue), and the receipt by the
Company of HK$74,250,000 before expenses.
The stake of those Shareholders holding Warrants who do not exercise the
subscription rights attaching to their Warrants may be diluted when other
holders of the Warrants exercise their Warrants.
Subscription Price
The Warrants will carry subscription rights entitling the holders thereof to
subscribe for new Shares at the initial subscription price of HK$0.45 per
Share in cash, subject to adjustments.
The subscription price of HK$0.45 represents a discount of approximately
64.3 percent to the closing price of HK$1.26 per Share as quoted on The
Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 26 July 2001
(being the last trading day of the Shares and the date of this announcement)
and a discount of approximately 63.7 percent to the average closing price
per Share of HK$1.24 as quoted on the Stock Exchange for the past 10 trading
days up to, and including 26 July 2001.
Such subscription price also represents a premium of approximately 7.1
percent to the adjusted closing price of HK$0.42 per Share (after adjusting
for the dilution effect resulting from the proposed Bonus Share Issue) on
the Stock Exchange on 26 July 2001 and a premium of approximately 9.8
percent to the adjusted average closing price per Share of HK$0.41 (after
adjusting for the dilution effect resulting from the proposed Bonus Share
Issue) on the Stock Exchange for the past 10 trading days up to, and
including 26 July 2001.
Subscription Period
The Warrants may be exercised at any time from the first day of issue of
Warrants (which is expected to be 13 September 2001) up to and including 12
September 2003.
Record Date
The Bonus Shares and Warrants will be issued to the Shareholders (except
Overseas Shareholders as defined below) whose names appear on the register
of members of the Company on 31 August 2001.
Fractional Entitlements
Fractional entitlements to the Warrants will not be issued but will be
aggregated and sold for the benefit of the Company.
Reasons For Proposed Bonus Issue
The Directors believe that the proposed Bonus Share Issue will enhance the
liquidity of the Shares in the market, and the proposed Bonus Warrant Issue
will provide Shareholders with an opportunity to obtain further equity
participation in the Company and thereby enlarging the Company's shareholder
and capital base.
Overseas Shareholders
The documents to be issued in relation to the Bonus Issues will not be
registered under any securities or equivalent legislation of any
jurisdiction other than Hong Kong and Bermuda. If on the Record Date (being
31 August 2001) a Shareholder's address on the Company's register of members
is in a place outside Hong Kong (the "Overseas Shareholder"), no Bonus
Shares or Warrants will be issued to such Overseas Shareholder as the
offering of the Bonus Shares and Warrants by the Company to such Overseas
Shareholder may contravene relevant securities regulations in that Overseas
Shareholder's country of residence.
Arrangements will be made for the Bonus Shares and Warrants which would
otherwise have been issued to the Overseas Shareholders to be sold in the
market as soon as practicable after dealings in the Bonus Shares and
Warrants commence.
Any net proceeds of sale, after deduction of expenses, will be distributed
in Hong Kong dollars pro rata to such persons and remittances thereof will
be posted to them, at their own risk, unless the amount falling to be
distributed to any such person is less than HK$100, in which case it will be
retained for the benefit of the Company.
Status Of Bonus Shares and Shares To Be Issued Upon Exercise Of Warrants
The Bonus Shares will rank pari passu with the existing Shares in all
respects including the entitlement to the Warrants to be issued pursuant to
the Bonus Warrant Issue, except that the Bonus Shares will not rank for the
Final Dividend.
The new Shares falling to be issued upon exercise of the subscription rights
attaching to the Warrants will rank pari passu in respect of any dividends
and other distributions the record date for which is on or after the
relevant subscription date and in all other respects with the then existing
issued Shares.
Board Lot
The board lot for trading in the Shares is 2,000 Shares.
The proposed board lot for trading in the Warrants carrying rights to
subscribe for new Shares is 30,000 units at the initial subscription price
of HK$0.45 per Share (subject to adjustment), for a total of HK$13,500.
Conditions of Bonus Issues
The Bonus Share Issue will be conditional upon:
(i) the approval of the Bonus Share Issue by the Shareholders at the
annual general meeting of the Company ("Annual General Meeting") to be held
on 31 August 2001; and
(ii) the Listing Committee of the Stock Exchange granting listings of,
and permission to deal in, the Bonus Shares.
The Bonus Warrant Issue will be conditional upon:
(i) the approval of the Bonus Share Issue by the Shareholders at the
Annual General Meeting and the issue of Bonus Shares pursuant thereto;
(ii) the approval of the Bonus Warrant Issue and the issue of new Shares
falling to be issued upon exercise of the subscription rights attaching to
the Warrants by the Shareholders at the Annual General Meeting; and
(iii) the Listing Committee of the Stock Exchange granting listings of,
and permission to deal in, the Warrants and the new Shares falling to be
issued upon exercise of the subscription rights attaching to the Warrants.
Application will be made to the Listing Committee of the Stock Exchange in
respect of such listings.
Certificates for Bonus shares and Warrants
It is expected that certificates for the Bonus Shares and Warrants will be
posted on Thursday, 13 September 2001 at the risk of the Shareholders
entitled thereto to their respective addresses shown on the register of
members of the Company. Dealings in the Bonus Shares and Warrants are
expected to commence on Monday, 17 September 2001.
Closure Of Register of members
The register of members of the Company will be closed from Monday, 27 August
2001 to Friday, 31 August 2001, both days inclusive, in order to determine
entitlements to the Bonus Issues and the Final Dividend.
Shareholders are reminded that in order to qualify for the Bonus Issues and
the Final Dividend, they must ensure that all transfers accompanied by the
relevant share certificates are lodged with the Company's Registrar in Hong
Kong, Tengis Limited at 4th Floor, Hutchison House, 10 Harcourt Road,
Central, Hong Kong for registration not later than 4:00 p.m. on Friday, 24
August 2001.
General
A circular containing the notice of the Annual General Meeting and details
of the proposed Bonus Issues will be sent to the Shareholders shortly.
VICTORY GROUP: Announces Capital Reorganization
-----------------------------------------------
Victory Group Limited revealed that the special general meeting of the
Company passed the special resolutions for the following:
(i) the consolidation (the Share Consolidation) of every 10 issued and
unissued shares of HK$0.02 each in the capital of the Company (Shares) into
1 share of K$0.20 each (Consolidated Share); and
(ii) the reduction of the issued share capital of the Company from
HK$29,414,880 to HK$1,470,744 on the basis of 147,074,400 Consolidated
Shares in issue as at the date of the passing of this resolution and after
the Share Consolidation, by the cancellation of HK$0.19 paid up capital on
each issued Consolidated Share (the Capital Reduction) and the transfer of
the credit arising from the Capital Reduction in the amount of HK$27,944,136
to the contributed surplus account of the Company and the application
thereof towards setting off against the amount of accumulated loss of the
Company as at 31 December 2000 and the ordinary resolution for the
subdivision (the Subdivision of authorized and unissued Consolidated Shares)
of every authorized and unissued Consolidated Share into 20 shares of
HK$0.01 each (the Adjusted Shares).
The Listing Committee of The Stock Exchange of Hong Kong Limited (the Stock
Exchange) has also granted the listing of and permission to deal in the
Adjusted Shares.
A notice of reduction of the issued share capital of the Company was
published in Bermuda on 29 June 2001.
Accordingly, the capital reorganization (the Capital Reorganization)
involving the Share Consolidation, the Capital Reduction, the Subdivision of
authorized and unissued Consolidated Shares and setting off part of the
accumulated loss of the Company with the credit arising from the Capital
Reduction shall, upon the signing of a director's certificate by a director
of the Company on the Effective Date (as hereinafter defined) confirming
that on the date as from which the Capital Reduction is to have effect,
there should be no reasonable ground for believing that the Company is or
after the Capital Reduction would be unable to pay its liabilities as they
become due, become effective at 10:00 a.m. on 26 July 2001 (the Effective
Date) and the board lot of shares will be changed from 2,000 Shares to 8,000
Adjusted Shares.
Timetable for the Capital Reorganization
The arrangement for dealings in the Adjusted Shares on the Stock Exchange is
set out below:
Effective Date of Capital Reorganization: 26 July 2001
Dealings in Adjusted Shares commence: 10:00 a.m., 26 July 2001
First day for free exchange of certificates of Shares for new certificates
of Adjusted Shares: 26 July 2001
Temporary counter for trading in Adjusted Shares in board lots of 200
Adjusted Shares (in the form of existing certificates) opens: 10:00 a.m., 26
July 2001
Existing counter for trading in Shares in board lots of 2,000 closes: 10:00
a.m., 26 July 2001
Existing counter for trading in Adjusted Shares in board lots of 8,000
Adjusted Shares (in the form of new certificates) reopens: 10:00 a.m., 9
August 2001
Parallel trading in Adjusted Shares (in the form of new and existing
certificates) begins: 10:00 a.m., 9 August 2001
Designated broker starts to stand in the market to provide matching service:
10:00a.m., 9 August 2001
Temporary counter for trading in Adjusted Shares in board lots of 200
Adjusted Shares (in the form of existing certificates) closes: 4:00 p.m., 30
August 2001
Designated broker ceases to stand in the market to provide matching service:
4:00 p.m., 30 August 2001
Parallel trading in Adjusted Shares (in the form of new and existing
certificates) ends: 4:00 p.m., 30 August 2001
Last day for free exchange of certificates of Shares for new certificates of
Adjusted Shares: 4 September 2001
Orange share certificates for existing Shares will be valid for delivery and
settlement in respect of dealings only up to and including 30 August 2001.
Such share certificates will cease to be marketable and will not be
acceptable for dealing purposes after 4:00 p.m. on 30 August 2001.
Shareholders may submit their orange certificates for existing Shares to the
Company's branch registrar in Hong Kong, Tengis Limited, at 4th Floor,
Hutchison House, 10 Harcourt Road, Central, Hong Kong in exchange for green
certificates for Adjusted Shares (on the basis of one Adjusted Share for 10
Shares) free of charge at the Registrar's office during business hours from
26 July 2001 up to and including 4 September 2001 (both dates inclusive).
Thereafter, certificates for the existing Shares will be accepted for
exchange only on payment of a fee of HK$2.5 (or such higher amount as may
from time to time be allowed by the Stock Exchange) for each new certificate
issued.
Nevertheless, orange certificates for the existing Shares will continue to
be good evidence of legal title and may be exchanged for green certificates
for Adjusted Shares at any time.
WAH TAK FUNG: Posts Net Loss Of HK$323.32M
------------------------------------------
Wah Tak Fung Holdings Limited suffered in the year ended 31 March 2001 a net
loss of HK$323.32 million, a reversal from the preceding year's net profit
of HK$29.274 million.
Turnover was pegged at HK$130.936 million, down from the previous year's
HK$776.69 million, thus resulting in an operating loss of HK$154.456
million.
Extract From Auditors' Report
The auditors of the Group, due to the significance of the fundamental
uncertainties relating to the going concern basis, are unable to form an
opinion as to whether the financial statements give a true and fair view of
the state of affairs of the Company and the Group for the year under review
and the extract of the Auditors' Report are as follows:
"Events of default have arisen under certain bank loans and credit facility
agreements entered into by the Group. As a result, the relevant bank
borrowings have become repayable on demand and have been reclassified as
current liabilities. Accordingly, the Group is currently dependent upon the
continued support of its bankers.
"Against this background the directors are taking active steps to refinance
the Group. The directors are currently in discussion with the Group's
bankers for the rescheduling of the Group's borrowings. At the same time,
the directors are seeking external equity funds.
"Provided that the Group's bankers continue to support the Group until such
time as rescheduling arrangements can be agreed and put in place, the
directors are satisfied that the Group will be able to meet in full its
financial obligations as they fall due for the foreseeable future.
Accordingly, the financial statements have been prepared on a going concern
basis.
"We consider that the appropriate disclosures have been made in respect of
the above fundamental uncertainty. However, in view of the extent of the
uncertainty relating to the Group's rescheduling arrangements, we disclaim
our opinion in respect of the fundamental uncertainty described in above."
Final Dividend
The Directors resolved not to declare a final dividend for the year ended 31
March 2001 (2000: Nil).
Business Review
For the year under review, the overall market sentiment, in particular, the
commercial properties market continued to impact negatively on the
marketability in terms of the selling prospect and selling price of the
commercial properties of which the major assets of the Group comprised.
During the year under review, turnover for the Group decreased from
approximately HK$777 million to approximately HK$131 million, representing a
decrease of 83 percent as compared with the corresponding figure in last
year. Investment properties remained to provide the main stream of income of
the Group during the year ended 31 March 2001.
Proceeds from the sale of properties for the year under review was
approximately HK$105 million, accounting for 81 percent of the total
turnover of the Group, representing a decrease of 86 percent over last
year's figure of HK$739 million. Such decrease was largely attributed to the
continued decline in the demand and hence in the price of the commercial
properties in the market.
Taking into consideration the general market condition, the Group was
striving to seek to improve the marketability and value of the existing
commercial properties on hand last year. During the year under review, the
conversion of the property located at 20-26 Peel Street, Central into a
service apartment subsequently leading to the disposal of the entire
interest in the property at a price considered higher than what one could
expect to sell on an as is basis prior to the conversion proved to be a
successful and encouraging venture. As a result of the disposal after
conversion, the Group managed to use the proceeds to repay fully the bank
loan secured by the property.
Income derived from rental was approximately HK$20 million, accounting for
approximately 16 percent of the total turnover and representing a decrease
of 37 percent as compared to the previous year. The decrease was mainly
attributable to the reduction of rentable floor areas as a result of
completion of series of property disposal transactions during the year ended
31 March 2000.
Building management and agency fees made up the remaining 3% of the Group's
turnover, contributing HK$5 million to total turnover and representing a
decrease of 8% over the last year.
After all, loss attributable to shareholders was amounting to HK$323 million
as compared with profit of approximately HK$29 million in the last
corresponding period. Apart from the operating loss during the year,
provisions for devaluation of properties, write off of deposits paid under
investments and premium arising from acquisition of associate attributed
approximately 45 percent in aggregate to such loss.
On 14 April 2000, a subsidiary of the Company had entered into an agreement
to acquire a 40% interest in Holdenby Enterprises Ltd. which was in the
process of acquiring a 51 percent interest in Hei Long Jiang Sida Paper Co.,
Ltd at a consideration of HK$32,000,000 under which approximately
HK$16,000,000 was paid.
Also on 29 June 2000, a subsidiary of the Company had entered into an
agreement to acquire a 60 percent interest in Drury Profits Limited at a
consideration of HK$65,000,000 under which a deposit of HK$9,831,000 was
paid. Since the conditions for the completion of the above agreements had
not been fulfilled on or before the deadline for the conditions fulfillment
date, the agreements lapsed and pursuant to the agreements, the deposits
paid shall be refunded.
Legal actions have been taken against the vendor in the agreements for the
refund of the deposits.
During the year under review, the Company had been actively seeking finance
for the Group by placing of its new shares to independent investors. To this
end, the Company had raised HK$63 million in aggregate to improve the
financial position of the Group. Subsequent to the year end date, the
Company, through a placing exercise, has brought in a strategic investor
Sinochem Hong Kong (Holdings) Co. Ltd. who has become its second largest
shareholder upon the completion of the placing.
Prospects
Notwithstanding the obstacles that the Group encountered in respect to
acquisition of investments last year, the Directors have remained positive
of the prosperous potential growth of the high-tech business.
On 20 July 2001, the Company has entered into two conditional agreements, as
more details are particularized in the previous announcement dated 20 July
2001, for the purpose of participation by the Group in the manufacturing,
developing of satellite and related business operations.
The Group will continue to focus on this new business direction while
maintaining the business of properties investment in operation. The
directors of the Group is taking the view that the new business will
generate better returns leading to a sustainable long term growth for the
best benefit of its shareholders.
=================
I N D O N E S I A
=================
SINAR MAS: IBRA Continues Due Diligence
---------------------------------------
An Indonesian Bank Restructuring Agency official said the due diligence
process regarding Sinar Mas Group credits in BII continues. IBRA is try to
discern whether there was a breach or exceed of the maximum extension of
credit limit (BMPK), Bisnis Indonesia reported Saturday.
"It is (within) the authority of Bank Indonesia to decide whether or not it
(Sinar Mas Group) violated or exceeded the BMPK. In this case, BII gave
clarification of excess of the BMPK. Meanwhile, IBRA continues to carry out
due diligence and will not wait to find out whether it was a breach or
exceed," said the IBRA official who refused to be identified.
He added that if the government suspected conspiracy between BII and SMG
over the classification, it should re-check BII.
Director General of Finance of the Finance Ministry Darmin Nasution earlier
said that SMG's US$1.2 billion credit from BII breaches the BMPK and it has
to be cleaned up before Bank Mandiri acquires the troubled bank.
The anonymous IBRA official said that pre-crisis credits that exceed the
limit were already considered as a breach. One could say exceeding limits
when the value of rupiah deflated and the US$-denominated credits grow due
to the bank's strong capital.
He also alleged that if the due diligence of SMG credits had to wait for the
result of whether or not it was a breach or exceed, performance of BII and
other SMG units like Asia Pulp & Paper would definitely be affected.
=========
J A P A N
=========
CRAYFISH COMPANY: Terminates Server Leasing Contract
----------------------------------------------------
Crayfish Company Limited, a leading provider of e-mail, web-hosting and
other Internet-related services to small and medium-sized businesses in
Japan, announced early last week that the Company had terminated its server
leasing contract with IBJ Leasing Co., Ltd. (IBJ Leasing) on 24 July, 2001.
A wide ranging review of the Company's operations and cost structure being
undertaken by Crayfish's new management revealed that most of the Company's
servers were operating at very low capacity.
However, under the server leasing contract, the company was paying high
fixed charges for this under utilized server capacity and, therefore,
negatively impacting profitability.
As a result, Crayfish has terminated the leasing contract and bought back
all servers currently leased for a cost of JPY 2.410 billion. This amount
represents the remaining three years of payments outstanding under the
leasing contract. The servers have been assessed and valued at Y80 million.
As a result, Crayfish will incur a one-time charge of Y2.330 billion during
its fourth-quarter fiscal 2001 (ending September 30, 2001). The transaction
is cash flow positive for the Company as deposits totaling Y2.510 billion,
pledged by Crayfish as collateral for the outstanding lease contract, have
been released.
The Company feels that, by reorganizing the under-utilized servers, it will
be able to drastically reduce the current fixed server costs and a various
kind of maintenance fees, and thus improve profitability.
CRAYFISH COMPANY: To Resume Trading On Nasdaq
---------------------------------------------
Crayfish Company Limited, a leading provider of e-mail and web-hosting and
other Internet-related services to small and medium-sized businesses in
Japan, announced Thursday the Nasdaq had stated it would lift the trading
halt in the Company's American Depositary Shares ("ADSs") on the Nasdaq
National Market.
As a result of this decision, Nasdaq is expected to release the Company's
ADSs from the trading halt, which has been in effect since April 23, 2001,
on July 26, 2001 (EST).
Nasdaq instituted and maintained the trading halt due to concerns relating
to the resignation of the Company's board of statutory auditors and
independent accountants, a Y220 million loan made by the Company to IBWeb
without the necessary approval of the Company's board of directors, and the
circumstances surrounding the loss of 1,000 shares of the Company's common
stock, representing approximately 10 percent of the Company's outstanding
shares, by the Company's former president and former representative
director, Isao Matsushima.
About Crayfish
Crayfish is a leading provider of e-mail hosting and other Internet-related
services for small and medium-sized businesses in Japan.
Crayfish offers customizable, reliable and expandable e-mail services and
Internet solutions under the brand name "DESKWING" as well as other Internet
application services to enhance its customers' communication, office
operation and e-commerce capabilities.
Founded in 1995, Crayfish had about 35,310 DESKWING subscribers in Japan as
of the end of June 2001. Crayfish has its American Depository Receipts
(ADRs) listed on NASDAQ National Market (ticker: CRFH) in the USA, and its
common shares listed on MOTHERS (ticker: 4747) in Japan.
Crayfish Co., Ltd. headquarters is located at Shinjuku Park Tower 35th Fl.
7-1, Nishi-Shinjuku 3-chome, Shinjuku-ku, Tokyo 163-1035, Japan.
=========
K O R E A
=========
HAITAI STORES: Sells Store To Shinsegae Group
---------------------------------------------
Haitai Stores Company, which is currently under court receivership, sold its
Haitai Department Store in Seoul Friday to the Shinsegae Group to the tune
of W30 billion, The Korea Herald reported Friday.
Proceeds from the sale will be used to settle company debts. The sale is
expected to help the company ease its liquidity crunch, bringing down the
current debt ratio to below 171 percent, the newspaper said.
At present, Haitai Stores is considering selling real estate properties
valued at W90 billion, over the next 10 years. The assets disposal program
is part of the company's efforts to focus on the supermarket retail
operations, the report says.
In the first half of the year, the company raked in a net profit of W6
billion.
HYNIX SEMICON: Denies Rumors Re Capital Writedown
-------------------------------------------------
Hynix Semiconductor Incorporated Thursday dismissed talk that the company is
planning a capital write-down, after the Korea Stock Exchange asked the
company to make a statement regarding the speculation, The Korea Herald
reported Friday.
Meanwhile, the report says that the production lines at the Ichon plant will
be suspended starting today (July 30) until August 4.
Regarding the production, an official at Hynix remarked, "At the moment, the
output cut is applied only to our plant in Eugene, Oregon, and we have no
plans for additional cutbacks at domestic plants."
HYNIX SEMICON: Seeking Refinancing Of $1B In Debts
--------------------------------------------------
Hynix Semiconductor Incorporated, through its financial advisor Salomon
Smith Barney (SSB), is negotiating with domestic creditors for the
refinancing of its debts amounting to around $1 billion maturing this year,
The Asian Wall Street Journal reported Friday, citing sources close to the
talks.
According to the report, the move is a turnaround for Hynix, after the
success of its global depository receipts issue last month, which raised a
total of $1.25 billion to ease the company's financial fix.
Hynix was able to source $4.4 billion in fresh funds from creditors in May,
but on the expectation that DRAM prices would stabilize at $2 per chip.
However, the global chip prices have nosedived to below $1, which
consequently, sent Hynix share price freefalling by around 70 percent.
Meanwhile, doubts are cast on Hynix's capability to honor next year's
maturing debts without financial assistance from the Korea Development Bank
(KDB), the report said.
HYUNDAI PETROCHEM: Creditors Seek Review Of Financial Status
------------------------------------------------------------
Creditors of Hyundai Petrochemical Company are seeking another review of the
company's financial position, as they plan to appoint an accounting firm to
conduct the audit, Asia Pulse reported Thursday.
According to the report, the creditors said the new audit would establish
the company's assets and liabilities before they could proceed with the debt
restructuring of the ailing Hyundai affiliate, scheduled by early September
at the latest.
One of the five largest accounting firms, including Samil, Ahn Kun, and
Samjung, will be selected to conduct the audit, the report said.
HYUNDAI PETROCHEM: LLDPE Sales Exceed Last Year's
-------------------------------------------------
Hyundai Petrochemical Company's sales of linear low-density polyethylene
(LLDPE) for octane use within this year's January to July period have
already exceeded the whole sales performance of last year, The Korea Herald
reported Friday.
Hyundai Petrochemical President Park Won-jin told Herald, "The decline of
naphtha costs in addition to the favorable sales of LLDPE would help improve
the company's financial situation greatly."
For the whole year, the company expects a bigger sales volume at over 50,000
tons, up by 200 percent from last year's figures, the report said.
KOOKMIN BANK: Gets FTC Prelim Approval For Merger
-------------------------------------------------
Kookmin Bank has received the preliminary approval of the Fair Trade
Commission (FTC) for the planned merger with Housing & Commercial Bank
(H&CB), The Korea Herald reported Friday.
According to the report, FTC's approval is in response to the request of the
Financial Supervisory Commission to conduct a probe into the implications of
the proposed merger.
However, the two banks will need the approval of the financial regulator to
effect the merger, whose resulting new entity is expected to launch
operations in November, the report said.
KOOKMIN BANK: Union Calls Kim's Nomination Invalid
--------------------------------------------------
The labor union of Kookmin Bank challenges the validity the nomination of
Housing & Commercial Bank's (H&CB) CEO Kim Jung-tae for the presidency of
the proposed new merged entity, The Digital Chosun reported Friday.
The union reasoned that the selection committee tasked to choose who will
lead the new merged bank lacked legality under the nation's banking industry
laws, the report said.
Moreover, the Kookmin labor union will seek legal means to challenge Kim's
nomination.
===============
M A L A Y S I A
===============
ADVANCE SYNERGY: Strikes Shares Deal With Hotline, Danaharta
------------------------------------------------------------
Advance Synergy Berhad (ASB) announced 28 February 2001 that ASF (Special
Administrators Appointed) had entered into a Share Subscription Agreement
(SSA) with Hotline Furniture Berhad (HFB) and Pengurusan Danaharta Nasional
Berhad (Creditors' Agent).
The shares deal is in relation to a proposal formulated by the Special
Administrators of ASF (SA) whereby HFB shall subscribe for 24,000,000 new
ordinary shares of RM1.00 each in ASF for a total subscription price of
RM36,000,000 to be satisfied through the proposed issuance of up to
30,000,000 new ordinary shares of RM1.00 each in HFB (HFB Shares) at an
issue price of RM1.20 per new HFB Share to ASF (hereinafter referred to as
Proposed ASF Subscription).
ASB has been notified by the SA that as a result of further negotiations
between ASF (Special Administrators Appointed), HFB and the Creditors'
Agent, the parties have on 26 July 2001 entered into a Supplemental
Agreement to vary certain terms of the Proposed ASF Subscription in
particular the following terms:
* The total subscription price of RM36,000,000 is to be satisfied through
the issuance of 36,000,000 new ordinary shares of RM1.00 each in HFB at an
issue price of RM1.00 per new HFB Share, instead of an issue price of RM1.20
per new HFB Share as announced on 28 February 2001.
The total number of new HFB Shares to be issued pursuant to the Proposed ASF
Subscription will be 36,000,000 instead of 30,000,000 as previously
announced.
In view of the change to the issue price of new HFB Shares from RM1.20 per
share to RM1.00 per share, the total number of new HFB Shares to be allotted
and issued to ASB Group is 7,382,498 instead of 6,152,082.
The new HFB Shares will, upon allotment and issue, rank pari passu with the
existing HFB Shares save and except that they will not be entitled to the
proposed rights issue currently being implemented by HFB or to any
dividends, rights, bonus issue or any other distribution declared to the
HFB's shareholders which entitlement precedes the date of allotment of the
new HFB Shares.
LAND & GENERAL: 4.5% Of US$100M CBs Due 2004
--------------------------------------------
As announced previously by Land & General Berhad (L&G) on 6 June 2001, at
the option of the Bondholders, L&G is required to redeem all or some of the
Bonds on 26 July 2001 (Redemption Date) at 130.85 percent of their principal
amount in accordance with the terms and conditions of the Bonds.
L&G wishes to inform that the trustee of the Bonds has advised that the
total principal amount tendered by Bondholders for redemption is
US$55,740,000 (Put Bonds) and therefore, the principal amount due and
payable by L&G in respect of the Put Bonds is US$72,935,790 at the
Redemption Date.
Currently, L&G has approximately US$58.65 million principal amount of the
Bonds outstanding. Interest on the Bonds is payable annually in arrears on
26 July each year.
L&G has been, and is still, in default under the terms of the Bonds as it
has not paid any interest due on the Bonds since 27 July 1999.
L&G has defaulted on the principal amount in respect of the Put Bonds
totaling US$72,935,790 and the interest on the outstanding Bonds amounting
to US$2,639,250 for the year ended 26 July 2001. Such defaults may lead to
L&G and/or some of its subsidiaries or associated companies also being in
default under the cross-default of their respective credit facility
agreements.
L&G further announces that it is anticipated that trading of the Put Bonds
can commence on 27 July 2001, Bondholders should contact their Clearing
System to be able to trade their Put Bonds under the Technical Common Code
013334889.
In addition, L&G would like to inform that it is currently working with its
advisors to develop a debt restructuring proposal for Bondholders and the
bank lenders of L&G.
L&G will inform the affected parties and the Kuala Lumpur Stock Exchange of
the details of the debt restructuring proposal in due course.
LONG HUAT: Posts Details Of Defaults
------------------------------------
Long Huat Group Berhad posts the following additional details of its default
in payments of interest and principal in respect of credit facilities
granted to the company:
1. Date of recall of all credit facilities of the Company:
Long Huat Group Berhad
Affin Bank Berhad - July 1998
PhileoAllied Bank Berhad - July 1997
Hong Leong Bank Berhad - September 1997
Ikman Industries Sdn. Bhd.
Affin Bank Berhad - January 1998
Hong Leong Bank Berhad - February 1998
RHB Bank Berhad - November 2000
Long Huat Manufacturing Sdn. Bhd.
HSBC Bank (Malaysia) Berhad - April 1998
2. Measures taken by the Company/Group to address the default:
Long Huat Group Berhad
Affin Bank Berhad
Defense was filed in respect of the above-mentioned case. Currently,
no hearing date had been fixed.
Phileo Allied Bank Berhad
The execution of judgment have been deferred until the hearing of the
appeal which had been fixed on 16 August 2001.
Hong Leong Bank Berhad
Currently no date had been fixed for mention of the case.
Ikman Industries Sdn. Bhd.
Affin Bank Berhad
An affidavit in reply dated 11 May 2001 to the unsealed "saman dalam
kamar" and the affidavit by Mahmud bin Bidin was filed by the solicitors of
Ikman Industries Sdn. Bhd. Currently no date had been fixed for mention of
the case.
Hong Leong Bank Berhad
Currently no date had been fixed for mention of the case.
RHB Bank Berhad
Currently no date had been fixed for mention of the case.
Long Huat Manufacturing Sdn. Bhd.
HSBC Bank (Malaysia) Berhad
Judgment had been obtained by the Bank on 29 July 1999 and the bank had
not executed judgment to date.
3. Financial and legal implications in respect of the default in payments
including the extent of the Company's liability in respect of the
obligations incurred under the agreements for the indebtedness:
The above mentioned cases were taken up by the various financial institution
against the Company and its subsidiaries loses the case, there would not be
any damages awarded to the banks involved and the Company and/or its
subsidiaries would only have to repay the outstanding amount claimed.
Nevertheless, there may be additional costs and charges arising from the
cases (ie legal fees, royalty, interest, etc) which at the moment cannot be
quantified.
4. Lines of action available to the guarantors or security holders against
the Company in the event the default in respect of secured loan stocks or
bonds:
Not Applicable.
5. Rights of debenture holder to appoint a receiver or receiver and manager
in the event of default in respect of payments under a debenture.
Only HSBC Bank (Malaysia) Berhad holds a debenture against Long Huat
Manufacturing and Affin Bank Berhad hold a debenture against Ikman
Industries Sdn. Bhd. The debenture grants the debenture holders, ie, the
bankers, the rights to appoint a receiver or receiver and manager in the
event of default in respect of payments under a debenture.
However, no action had been taken by the respective bankers against the
above two Companies as the management are in close negotiation with the two
banks involved. The Company is currently in the process of negotiating with
the various bankers to restructure the bank borrowings.
6. Default in payment which constitutes an event of default under a
different agreement or indebtedness (cross default):
Not applicable
7. Reason for not making an immediate announcement in respect of the default
of payment:
The default in payment resulted from the recall of credit facilities by the
various financial institutions without valid reasons given to the Company
and not due to the failure on the part of the Companies concerned in
servicing the respective loans.
In view of above immediate announcement was not made to the Kuala Lumpur
Stock Exchange as the Company, at that particular point of time, is of the
opinion that the recalled facilities would be reinstated.
Announcement(s) on other defaults of interest and/or principal payments in
respect of loans to Long Huat Group Berhad and its subsidiaries pursuant to
Practice Note 1/2001 shall be made in due course.
PAN MALAYSIA: Declared An "Affected Issuer"
-------------------------------------------
Pan Malaysia Capital Berhad (the "Company" or "PM Capital") has been deemed
an affected listed issuer, having inadequate level of operations which fall
within one of the circumstances stated in paragraph 2.1(c) of Practice Note
(PN) No. 10/2001 - Level of Operations pursuant to paragraph 8.16 of the
Listing Requirements of Kuala Lumpur Stock Exchange (Exchange or KLSE).
Paragraph 2.1 (c) of PN 10/2001 states that "the listed issuer has an
insignificant business or operations". For the purpose of this paragraph,
"insignificant business or operations" means business or operations which
generates revenue on a consolidated basis that represents 5 percent or less
of the issued and paid-up capital (excluding any redeemable preference
shares) of the listed issuer (hereinafter referred to as Capital) based on
its latest annual audited accounts.
Based on the audited consolidated financial statements of PM Capital for the
financial year ended 31 December 2000, the position of PM Capital was as
follows:
(1) Group revenue# for the financial year ended 31 December 2000
- RM18.48 million
(2) Issued and paid-up capital* as at 31 December 2000
- RM815.31 million
# Group revenue did not include Group 'Other Operating Income' of RM22.40
million for the financial year ended 31 December 2000.
* Comprising 253,087,134 ordinary shares of RM1/- each and 562,221,711
irredeemable convertible preference shares (ICPS) of RM1/each. Except for
81,000 ICPS which were issued for the purpose of creating the required
number of ICPS holders to facilitate the listing of and quotation for the
ICPS, the ICPS were issued to the scheme creditors of PM Securities Sdn Bhd
(PMS) and Pan Malaysia Equities Sdn Bhd (PME), which are subsidiaries of PM
Capital, pursuant to their schemes of arrangement which were implemented end
of December 1999.
The Group revenue of PM Capital represented 2.27 percent of the issued and
paid-up capital of PM Capital based on the audited consolidated financial
statements of PM Capital for the financial year ended 31 December 2000.
Obligations of an Affected Listed Issuer
The Company is required to comply with the following obligations as set out
in paragraph 4.0 of PN No. 10/2001:
1. The Company must comply with the disclosure requirements set out in
paragraph 5.1 of PN No. 10/2001 and must undertake the following:
(a) make an announcement (i.e. Initial Announcement) within seven (7)
market days from 17 July 2001;
(b) announce the status of the Company's proposal to ensure an
adequate level of operations simultaneously with the Company's quarterly
report pursuant to paragraph 9.22 of the Listing Requirements of KLSE and in
any event not later than two (2) months after the end of each quarter of a
financial year until further notice from the Exchange; and
(c) announce its compliance or non-compliance with a particular
obligation imposed pursuant to PN No. 10/2001, as and when such obligations
becomes due.
2. Comply with the obligations set out in paragraph 6.1 of PN No. 10/2001
within the time frames stipulated in paragraph 6.1 of PN No. 10/2001.
3. Do such other acts or things as may be required by the Exchange.
Consequences of non-compliance with aforesaid obligations
Pursuant to paragraph 7.0 of PN No. 10/2001, in the event PM Capital fails
to comply with any of the obligations imposed on it by the Exchange pursuant
to PN No. 10/2001, the Exchange may have trading in the Company's securities
suspended and subsequently de-list the Company.
Status of the Company's proposal to ensure an adequate level of operation
In line with the Group's objective to attain "Universal Broker" status for
PMS, the Group had on 2 October 2000 and 27 November 2000 entered into
agreements to purchase and merge the existing business of MBf Northern
Securities Sdn Bhd (Special Administrators Appointed) (MBf Northern) and
Malpac Securities Sdn Bhd ("Malpac") respectively with that of PMS.
Additionally, in order to comply with the criteria of a Universal Broker
which stipulates amongst others, that a Universal Broker must be an existing
stockbroker who acquires or merges with a minimum of three other
stockbrokers, the Group also proposed a restructure of the Group and to
place PME as a subsidiary of PMS in order to qualify PMS as a Universal
Broker.
The agreement in respect of MBf Northern was completed on 22 January 2001
and the Group has received the approval from the relevant authorities to
relocate the business of MBf Northern, as a branch of PMS to be located in
Puchong, Selangor Darul Ehsan. A suitable site in Puchong has been
identified and the branch is expected to be operational in the later part of
this year.
The agreements relating to Malpac and PME have been approved by the Foreign
Investment Committee, Securities Commission (SC) and KLSE on 24 April 2001,
28 May 2001 and 12 July 2001 respectively.
PMS had on 23 May 2001 and 18 May 2001 submitted its applications to the
Exchange and the SC respectively for attaining "Universal Broker" status,
which are pending their approvals.
As a "Universal Broker", PMS will be accorded a total of 7 branch licenses
and in addition to being a pure stockbroker, will be able to diversify and
to offer a full range of capital market services including taking on
corporate finance work, asset management, making submissions to the SC and
trading in derivative products.
Barring any unforeseen circumstances, the Group expects its revenue to
improve significantly in future after PMS has obtained "Universal Broker"
status.
PROJEK USAHASAMA: Govt Fine-Tuning Acquisition Terms
----------------------------------------------------
The government is adjusting the terms of the proposed acquisition of the
assets of debt-saddled Projeck Usahasama Transit Automatik Sdn Bhd (Putra),
a light rail transit (LRT) operator. The government is hoping that the
review will be completed soon, The Edge reported Wednesday last week, citing
Prime Minister Datuk Seri Dr Mahathir Mohamad.
Meanwhile, the government is seeking options to raise funds, the report
said. "The government is still creditworthy," the prime minister added.
The acquisition agreement was struck last year, involving the sum of RM6
billion, when the government agreed to take over Putra, and another
financially-strapped LRT operator, Sistem Transit Aliran Ringan Sdn Bhd
(Star).
The amount involved in the deal is still under negotiations.
=====================
P H I L I P P I N E S
=====================
BAYAN TELECOMS: Extelcom Threatens To Block Application
-------------------------------------------------------
Express Telecommunications Company Incorporated (Extelcom) is taking actions
to block the application of Bayan Telecommunications Inc (Bayantel) for a
license to operate a cellular phone service business, The Business World
reported Friday.
Extelcom, according to the business paper, is technically 40- percent-owned
by Bayantel.
Extelcom will attempt to convince the Supreme Court to uphold the decision
of the Court Appeals, which turned down the decision of the National
Telecommunications Commission (NTC) allowing Bayantel to operate cellular
phone services business, the report said.
Moreover, Extelcom is also accusing Bayantel of forum shopping, which is a
violation of court rules.
Forum shopping, the paper says, is usually slapped to a party for bringing
the same case to different courts to secure its chances of winning.
NATIONAL POWER: Asking PNB For P3-B Bridge Financing
----------------------------------------------------
National Power Corporation (Napocor) is seeking a P3 billion in bridge
financing from the Philippine National Bank (PNB) to cover the deficit in
the company's operating and capital expenses, The Philippine Daily Inquirer
reported Thursday last week, citing Napocor President Jesus Alcordo.
According to the report, Napocor needs the funds as early as next month.
Alcordo, as quoted in the report, said that the terms of the one-year loan
have not been discussed, since there's no approval yet from the bank's
executive committee.
NATIONAL POWER: Putting NTC On Auction Block
-----------------------------------------------
Beleaguered state-owned utility firm National Power Corporation (Napocor) is
putting National Transmission Corporation (NTC) on auction block ahead of
the generation companies (GenCos) and other assets, The Philippine Daily
Inquirer reported Thursday.
This move is part of a strategy to attract more buyers in the utility firm's
privatization program, which is mandated by the newly-passed Power Sector
Reform Act, the newspaper said.
Energy Secretary Vincent Perez told the Inquirer the "decision of whoever
will be the government's adviser for privatization" will be the basis
whether NTC will be sold or offered for a concession, the report said.
=================
S I N G A P O R E
=================
AMTEK ENG'G: Considers Share Of Losses From Amnitek Closure
-----------------------------------------------------------
Pursuant to our announcement dated 25 July 2001 on the cessation of business
of Amnitek Corporation in Texas, USA, the computer casings manufacturing
joint-venture company with Kris Components Bhd and Omni Industries Limited,
the Board of Directors of Amtek Engineering Ltd (Amtek) wishes to add that
in arriving at Amtek Group's exceptional charge of S$5.8 million, we have
taken into consideration the share of losses to-date since incorporation of
S$7.1 million.
ASIA FOOD: Asks For Trading Resumption
--------------------------------------
The Board of Directors of Asia Food & Properties Ltd (AFP) would like to
request a resumption of trading of AFP shares and warrants on Friday, 27
July 2001 at 9.00 a.m.
Profile
Headquartered in Singapore, AFP is an investment holding company with
operational businesses in agri-resources, food and property. Listed on the
Singapore Exchange in 1997, AFP's principal operations are located in
Indonesia, China, Singapore and Malaysia.
The AFP Group of Companies employs more than 60,000 people with strong
local, regional and international knowledge and experience.
The AFP Group reported a turnover of S$1.4 billion in 2000.
For further information, please contact:
Asia Food & Properties Ltd - Mee-Wah Tan - Corporate Affairs Director --
Tel: +65-3295707 / 2207720, Fax: +65-3295709, E-mail: corpaff@afp.com.sg
ASIA FOOD: Business Valuation Based On CPO Price
------------------------------------------------
Asia Food & Properties Limited (AFP) explains the following points in the
auditors' reports:
References to "the AFP Group" include the Golden Agri-Resources Ltd (GAR)
group of companies and other subsidiaries.
1. AFP's Policy on Provision for Diminution in Value of Investment and the
Sale of its Interest in GAR
Reference is made to the AFP's Annual Report and specifically to Note 2(r)
of the financial statements. The Group's policy is to provide for diminution
in value of its investment in its subsidiaries only if the diminution is
permanent in nature.
The valuation of GAR's business is dependent on CPO price, which is cyclical
in nature. As such, the directors are of the view that the low CPO price of
about US$260 per ton at the end of year 2000 is not permanent. This cyclical
nature is evident in the light of the recent price recovery to US$340 per
ton on 20 July 2001. The price reached a historical low of about US$200 in
May 2001.
Therefore, as stated in Note 11 of the AFP's financial statements, no
provision for permanent diminution in value of this investment in GAR was
made in the financial statements as at 31 December 2000, as AFP intended, as
at 31 December 2000, to hold the investment in GAR for long-term purposes.
As disclosed in Note 39(a) of the AFP's financial statements, in May 2001,
AFP entered into a conditional agreement to sell up to 50.1 percent of its
equity interest in GAR.
However, the conditions precedent of the agreement have, to date, not been
satisfied. The holders of the option have not exercised the conditional
option. It is thus uncertain whether the sale will be carried through. In
view of this, and with the recent CPO price recovery, the directors are of
the view that no provision for permanent diminution in value is necessary in
2001 relating to this May 2001 post-balance sheet date event.
In any event, the potential impact relating to AFP's disposal of the
investment in GAR has been announced on 10 May 2001 and disclosed in Note
39(a) to the AFP's financial statements.
2. The Basis of the view that CPO Production will be approximately 1 million
tons in 2001
Based on the Group's maturing tree profile and increased production of
610,000 tons in 1999 and 850,000 tons in 2000, we expect to produce about 1
million tons this year. First quarter production was about 210,000 tons.
For the period ended April and May, CPO production was about 284,000 tons
and 375,000 tons, respectively.
The Group's estimated production of 1 million tons represents about 4
percent of the world expected palm oil demand of about 23.3 million tons
(Source: Oil World No. 21) against an estimated global production of 23.4
million tons (Source: Oil World No. 21).
Thus the Group is confident in selling its increased production. Recent
trend updated by the Oil World Weekly Publication No 28, indicated a
slow-down in the global production with an expected decline in the stock
level.
As reported in the same publication, India and China are increasing their
palm oil imports.
Issues such as increase import quotas and lower import duty on CPO notably
in China, is expected to have a positive impact on palm oil demand.
3. The Increasing Price of CPO
CPO price recovery is based on a combination of factors. Price recovery of
CPO is expected to be sustainable in view of the following:
ú increasing import quotas in China and the lower import duty on CPO as
compared to other oils;
ú expected increase in imports from India;
. recent trend of the slow-down in production growth and declining stock
level;
ú change in weather / climate in the region that may adversely affect the
oil extraction rates; and
ú decline in production of other substitute oils.
The CPO price trend has been on the increase. The following table shows the
monthly average CPO price from January to 17 July 2001:
Month
Average
CPO price
(US$ / ton)
January
255
February
239
March
248
April
243
May
227
June
250
July (average up to July 20, 2001)
312 *
(Source: Reuters)
* The price breached US$300 per ton level and closed at US$375 per ton on 18
July 2001. We further enclose a listing of daily CPO prices (CIF Rotterdam)
for the last six months for your information.
The average price during the first half of year 2001 remained at US$240 per
ton.
Assuming the 20 July price of approximately US$340 per ton can be sustained
over the next 12 months, this could generate an additional annual cash flow
of US$100 million to the group based on the projected CPO production of at
least 1 million tons per year.
4. Cash Deposits and Swap Contracts
The total deposits reflected in the AFP's financial statements include the
subsidiaries' balances. As highlighted in the Notice of Annual General
Meeting (Explanatory Notes of the Annual Report), the Company will not place
any further or fresh deposits with BII Bank Limited, Cook Islands. The Group
has ceased placing fresh deposits with BII Bank Limited, Cook Islands since
end of November 2000. However, because of operational requirements, such as
making payments to local suppliers and salaries, the Group will continue to
maintain operating accounts with PT BII, which has extensive branch networks
in Indonesia.
Indonesian Bank - The Group has reduced its deposits with P T Bank
Internasional Indonesia Tbk (PT BII) to approximately US$7,000,000 as at end
March 2001. The directors are of the view that the recoverability of the
deposits will depend on Indonesian laws and regulations. The Group also has
outstanding loans of approximately US$49,000,000 as at end of March 2001
payable to this bank.
Cook Islands Bank - The sum of S$624,602,000 reflects the deposits standing
as at 31 December 2000. As at end of March 2001, the sum is S$514,998,000.
As reported in our note 41(b)(ii) to the AFP's financial statements on page
96 of the AFP Annual Report and reproduced hereunder in verbatim, BII Bank
Limited, Cook Islands has proposed a repayment schedule for the deposits as
follows:
Group
Date of proposed repayment
US$'000
S$'000
Equivalent
May 2001 - April 2002
27,000
46,818
May 2002 - October 2002
25,000
43,350
November 2002 - April 2003
25,000
43,350
May 2003 - October 2003
36,500
63,291
November 2003 - April 2004
36,500
63,291
Balance to be repaid within
24 months from April 2004
147,000
254,898
Total
297,000
514,998
The above repayment schedule has not taken into consideration the interest
accruing during the proposed repayment period, which is currently being
reviewed by the Group.
The independent directors have requested security and negotiations are
underway with the bank. The Directors will carefully consider the proposals
after obtaining financial and legal advice. The Group has appointed Shook
Lin & Bok as legal advisor, and will be appointing a financial advisor, to
assist and advise on the matter. The Company will make the appropriate
announcement as and when the details are finalized.
The Commissioner of Offshore Financial Services, Government of the Cook
Islands, regulates BII Bank Limited, Cook Islands.
As disclosed in the 3 April 2001 announcement, the Widjaja family who are
the ultimate controlling shareholders of AFP have interests in BII Bank
Limited, Cook Islands, which is not a branch of PT BII. AFP does not have
any agreement to offset the amount owing by the Group to PT BII against the
deposits placed in BII Bank Limited, Cook Islands.
Besides the details as disclosed above, the Company has no deposits with any
other related party banks. However, at the Group level, certain AFP
subsidiaries in China have deposits with Bank International Ningbo (BIN),
which is a related party bank, amounting to approximately S$18 million
against loans payable to the bank of approximately S$20 million as at 31
March 2001.
Swaps - The Swap contracts were entered into by a GAR subsidiary. As
disclosed in AFP's announcement of un-audited year-end results on 30 March
2001 and again in Note 41(b) of the AFP's financial statements, as at 31
December 2000, the swaps were valued at an estimated fair value of
S$151,725,000 (US$87.5 million). This is primarily based on a desktop
valuation by the GAR subsidiary for audit purposes. The Indonesia Rupiah has
since depreciated against the US Dollar. As such, the directors are of the
view that the value of the Swap contracts should theoretically be higher
since the financial year-end.
The directors will be appointing independent financial advisors on the
course of action to be taken to claim and safeguard the receivables.
5. Exposure to Loans
The Company wishes to clarify that the sum of S$699,914,000 as quoted in the
AFP Annual Report refers to the amount which, as at 31 December 2000,
current liabilities exceeded current assets. This is due to the
reclassification of the non-current portion of the long-term debt to current
liabilities of S$221,703,000 (as disclosed in Note 26 (b) of the AFP's
financial statements) and reclassification of bank deposits of S$624,602,000
from current assets to long-term assets (as disclosed in Note 5 of the AFP's
financial statements).
As disclosed in Notes 21, 26 and 39 of AFP's financial statements, the loans
and debts that the Group had either breached covenants on financial ratios,
or defaulted in payments, or were in cross-defaults were in respect of the
GAR Group. This amounted to S$637,954,000, of which S$309,723,000 was
guaranteed by AFP. This figure excludes the amount of US$25,000,000
(equivalent to S$43,350,000) attributable to Asia Integrated Agri-Resources
Limited, a subsidiary of AFP. The breach of the loan covenant has since been
rectified with the delivery of the audited accounts.
As present, there is no loan default other than those disclosed above.
Efforts to reschedule the Group's debts are ongoing. In this regard, the
Group has appointed Arthur Andersen corporate finance team headed by Nicky
Tan to advise and negotiate with creditors:
i) On 9 July 2001, the Group successfully restructured three separate
liabilities totaling US$75 million (as listed on Page 93 paragraphs 33 (k),
(m) and (o) of the GAR Annual Report) with advance payment guarantors who
are insurers/guarantors to three tranches of trade financing/working capital
loans. This is payable over three years with a one-year grace period on
principal. None of the guarantors / insurance companies are related parties.
They are international companies like Prudential Assurance and Royal Sun
Alliance, who in the usual manner act on behalf of a group of re-insurers.
No additional security has been provided to them.
ii) The negotiations with other creditors are ongoing and we will provide
monthly updates, or as and when any material developments arise that could
affect the Group's financial position.
The negotiations have been positive and the creditors have shown keen
willingness to hold constructive discussions in a manner that it is mutually
beneficial to both parties.
6. Auditors' Views
The financial statements for the Group for the year 2000 have been audited
and completed. As part of statutory requirements, the auditors will perform
the audit on the financial statements for the Group for the year 2001 and
will then express and opinion as required on the year 2001 financial
statements.
In view of the fundamental uncertainties as disclosed in Note 41 of AFP
financial statements, the effects of these conditions cannot presently be
determined and estimated by the directors. Accordingly, the auditors are not
able to determine and quantify the necessary adjustments to be made to
enable them to give a true and fair view of the financial statements for the
year 2000. Therefore, no adjustments were made in the financial statements
of both AFP. Related effects will be reported and disclosed as and when they
become known and can be estimated.
7. The Director's Views
As at 31 December 2000, the book Net Tangible Assets (NTA) per share of the
AFP Group was S$0.87.
In a worse case scenario, assuming that the deposits and cash of
S$624,602,000 and swap contracts of S$151,725,000 with BII Bank Limited,
Cook Islands (disclosed in Note 41(b) of the financial statements) are not
realizable, and the completion of the sale of not less than 50.1 percent
interest in GAR causing the Group to suffer a loss on disposal of
S$603,000,000 (disclosed in Note 39(a) of the financial statements and
mentioned in paragraph 1 above), then the book NTA would be adjusted from
S$2,537,745,000 to S$1,158,418,000. Based on this, the adjusted book NTA per
share would be S$0.40.
As disclosed in the financial statements, AFP's operating environment, and
hence its share value, is vulnerable to fundamental uncertainties, such as
Indonesia country risk; its ability to obtain continuing support from its
creditors; industry specific factors such as the cyclical nature of CPO,
world supply and demand, government policies on import and export duties and
quotas, and real estate prices; business confidence in general; and the
regional political stability. The effect of such factors on AFP's share
price is subjective.
The directors are of the view that the forward valuation of AFP's share is
best left to the market to determine and the Group is committed to providing
timely material information to allow the market to make its own decision on
the pricing.
The directors would just like to highlight that if maintained, the rapidly
improving CPO price as mentioned earlier would significantly enhance the
Group's successful recovery as well as the rescheduling and payment of its
loans and debts.
8. Conclusion
The Group is in continuous discussions with its creditors to restructure its
indebtedness and raise new financing. As highlighted in paragraph 5, the
indications are positive and constructive. The directors have no reason to
believe that they will not receive the support of the creditors.
The Group will update the public on any material developments in this
respect and will also announce any material litigation if and when it
arises. The directors are confident that with the continuing support of its
creditors to restructure its indebtedness and the anticipated CPO price
recovery, the Group will be able to meet its obligations and continue to
operate.
The Group is in negotiations with Indofood as a major strategic partner. AFP
is in negotiation with several parties who are keen to purchase some of the
Group's assets. These negotiations, carried out through the Group's
appointed financial institutions and professional organizations, are still
preliminary.
In addition, the directors are of the view that the divestment of some
property assets in Singapore will provide additional working capital. The
Group will continue to enhance value and strengthen its business through
strategic partnerships.
The Group is expected to generate further cash through its divestment of
some non-core assets as and when the directors identify good opportunities.
The directors will make further announcements as and when such partnerships
or divestments are formally completed.
Further, the directors would like to state they have disclosed all material
information to enable investors to value the Company's shares.
The Company would like to request a resumption of trading of its shares and
warrants.
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T H A I L A N D
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EMC POWER: Registers Reduced Capital
------------------------------------
EMC Power Company Limited has completely registered the reduction of
registered capital and paid-up capital from Bt300,000,000 to Bt75,000,000 on
July 25, 2001.
On June 18, 2001, the Central Bankruptcy Court approved the amendment of the
memorandum of association of the company by the reduction of capital from
Bt300,000,000, or 30,000,000 shares, to Bt75,000,000, or 7,500,000 shares.
Consequently, EMC will increase its registered capital by issuing the common
shares of 60,294,431 shares. The total capital will be Bt677,954,310,
67,795,431 shares as mentioned in the company's rehabilitation plan.
HIGH PRESSURE: Bangkok Bank Takes Over Shares
---------------------------------------------
Bangkok Bank Public Company Limited has become the owner of 95,603 common
shares in High Pressure Steel Pipe Industry Company Limited (the Company),
for a total of Bt956,033.58.
Such amount of shares represented 19.12 percent of the Company's total
paid-up capital of 500,001 common shares (Par Bt10).
This holding of shares is part of the Company's debt restructuring plan
agreed upon by the Bank and the Company.
NAKORNTHAI STRIP: Court Postpones Hearing Of Plan
-------------------------------------------------
Nakornthai Strip Mill Public Company Limited's (NSM)
Rehabilitation Plan approval at the Creditors meeting on June 20, 2001,
Maharaj Planner Co., Ltd. in its capacity as the Planner of NSM, announces
that Wednesday the Court postponed the date to conduct a hearing and
consideration of the above plan until August 22, 2001 at 13.30 p.m., at The
Central Bankrupcy Court.
THAI AIRWAYS: Restructuring Plan Boosts Market Confidence
---------------------------------------------------------
The cabinet's approval of the restructuring plan for Thai Airways
International Public Company Limited is boosting the confidence of the
market in the company's business, AFX-Asia reported Thursday.
According to the report, the restructuring plan entails the sale of 400
million new shares of Thai Airways, which will bring down the stake of the
government to 70 percent from 93 percent, and cut the airline company's net
debt of Bt110 billion, thus resulting in an improved debt equity.
"The restructuring plan also includes cost-controls, the upgrade of aircraft
and services, fuel-purchase risk management -- possibly to hedge fuel costs
by buying forward, and a focus on marketing to improve bookings by business
and first class passengers.
Moreover, an analyst at Yuanta Securities told AFX-Asia, "But schedules to
sell state-owned shares have come and gone and we are skeptical still.
Meantime, meeting these logical objectives seems an uphill task without a
serious shake-up in the top management."
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group,
Inc., Washington, DC USA. Lyndsey Resnick, Ronald Villavelez, Maria Vyrna
Ni¤eza, Editors.
Copyright 2000. All rights reserved. ISSN: 1520-9482.
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