/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/010822.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 Wednesday, August 22, 2001, Vol. 4, No. 164 Headlines A U S T R A L I A AUSTRALIAN MAGNESIUM: Issues Preliminary Financial Results CABLE & WIRELESS: U.S. State Department Oks SingTel Bid COLES MYER: Appoints Davis As Managing Director DAVNET LIMITED: Denford Supports Proposed Capital Raising DESSIPUR PTY: Official Liquidator Appointed GOLDEN WEST: Chairman Lee's Address To Shareholders Released GOLDEN WEST: Posts General Meeting Results C H I N A & H O N G K O N G CIL HOLDINGS: Petition Adjourned To August 27 CIL HOLDINGS: Posts Six Months Ended Dec 31 Interim Results KIN DON: Circular Re Restructuring Proposal Dispatched MIGHT RISE: Winding Up Sought By Kincheng PACIFIC MARBLE : Hearing Of Winding Up Petition Set SUN LUEN: Petition To Wind Up Scheduled TRIGOLD CORPORATION: Winding Up Petition Pending I N D O N E S I A BANK CENTRAL: Re-launches Bidding Process MANUFACTURERS LIFE: Faces Bankruptcy Over Policy Claim Dispute * FSPC To Announce Investigation Result On Four Obligors J A P A N DAIEI INC: To Sell 15.15 Million Lawson Shares MYCAL CORP: Labor Union Plans to Buy Company Stock K O R E A DAEHAN FIRE: KDIC Files MOU With Daehan Cement HANBO STEEL: INI Steel to Withdraw Bid HYNIX SEMICONDUCTOR: Discloses Agreement With Hyundai Curitel HYNIX SEMICONDUCTOR: KEB Prepares Bailout Plan Anew KUKJE HWAJAE: Bidder Keun Wha Signs MOU With KDIC SAMSUNG ELECTRONICS: Leases Office To Subsidiary SAMSUNG ELECTRONICS: To Resume Large-Scale Bond Issuances M A L A Y S I A GADEK CAPITAL: No Objection To Proposed Restructuring, MITI Says LIEN HOE: Posts Notice Regarding Defaulted Loans MBF CAPITAL: States SC Proposal Requirements Compliance NCK CORPORATION: Takeover Proposal Response Positive RAHMAN HYDRAULIC: MITI Oks Proposals TAIPING CONSOLIDATED: Unit Faces Winding Up Petition P H I L I P P I N E S ALL ASIA: WB Arm Asks SEC to Liquidate S I N G A P O R E EASYCALL INTERNATIONAL: Liquidates Singapore's Net Data Center KEPPEL CAPITAL: Posts Notice Of OCBC Bank's Interests T H A I L A N D COUNTRY (THAILAND): Contingent Liabilities Reach Bt190M COUNTRY (THAILAND): Posts Three-year Financial Status Summary COUNTRY (THAILAND): States Progress Of Business Reorganization SIAM SYNTECH: Administ'r Posts Business Reorganization Report THAI PETROCHEMICAL: Reorg Petition Filed In Bankruptcy Court - - - - - - - - ================= A U S T R A L I A ================= AUSTRALIAN MAGNESIUM: Issues Preliminary Financial Results ---------------------------------------------------------- Australian Magnesium Corporation Limited (AMC) released its preliminary financial results Tuesday for the year ended 30 June 2001. The key features are; * Financial: AMC recorded a loss of $16.9 million for 2000-01 in line with the financial summary included in AMC's recent prospectus. The loss is inclusive of foreign exchange losses and provisions of $9.62 million. The Company had previously identified a $8.3 million foreign exchange provision in the December half year results. * Magnesium: Investment of $31 million on magnesium-related activities including the operation of the Gladstone demonstration plant, ongoing research and marketing and Stanwell Magnesium Project planning and financing activities during the year. * QMAG: The Queensland Magnesia division achieved record tonnages and sales and price increases across all magnesia grades. However, increased energy and logistics costs and delays in developing the KG2 mine due to wet weather constrained QMAG earnings. A more comprehensive overview of AMCs 2000-01 results is attached. AMC continues to work on a revised financing package for the development of the Stanwell Magnesium Project with a new equity offer. The Company is now looking to finalize the new financing package. PRELIMINARY FINANCIAL REPORT FOR YEAR TO 30 JUNE 2001 FINANCIALS * Sales revenue $72.7 million verses $71.7 million previous year. * Consolidated loss $16.9 million (as per prospectus) versus $17.9 million loss previous year. * Foreign exchange loss of $9.6 million versus $14.8 million previous year. * Net operating cash flow $3.2 million versus $4.1 million previous year * OMAG $5.5 million debt repayment made during the year. * Cash balance of $11.45 million versus $14.64 previous year. * Net assets increased from $115.9 million to $224.3 million reflecting July 2000 corporate restructuring. MAJOR EVENTS DURING THE YEAR MAGNESIUM ACTIVITIES * Investment in Stanwell magnesium Project activities of $31.0 million for 2000-01. * Ford 10 year magnesium sales agreement signed. * VAW engine block research programme progressed. * Agreement to acquire Fluor Australia's 5 per cent minority interest. * Gladstone demonstration plant received ISO9001 accreditation. * CSIRO $50 million commitment to AM Process commercialization. * Queensland Government $50 million commitment to Stanwell Energy park. * $932 million senior debt package for Stanwell Magnesium Project finalized. * $680 million global equity offer launched (and subsequently withdrawn). MAGNESIUM OPERATIONS * Total magnesia production up 10.8 per cent to a record 187,572 tonnes. * Deadburned magnesia production up 6.1 per cent to a record 110,397 tonnes. * Calcined magnesia production up 23.3 per cent to a record 51,375 tonnes. * Price increases achieved across all magnesia grades. * Total magnesia sales up 3.9 per cent to a record 182,212 tonnes. * Calcined magnesia sales up 31.8 per cent to a record 55,583 tonnes. * Parkhurst Plant de-bottlenecking successfully completed. KUNWARARA OPERATIONS * Magnesite production up 28.6 per cent to a record 437,223 tonnes. * Mining yield was 15.5 per cent, up from 14.2 per cent the previous year. * Construction and commissioning of KG2 plant completed. * Mine optimisation and development plan under review. FLAMEMAG * Feasibility study received. RECENT ANNOUNCEMENTS (POST 30/06/2001) * Global equity offer withdrawn, application funds returned. * $200 million Federal and State Government loans/guarantees for revised finance plan. * Alternative funding for Stanwell magnesium Project actively pursued. SIMPLIFIED CONSOLIDATED FINANCIAL REPORT FOR YEAR TO 30 JUNE 2001 2000 ($'000) ($'000) REVENUE Sales of goods 72,722 71,722 Interest received 754 1,864 Foreign exchange gain - 291 Proceeds on sales of property, plant and equipment 195 18 Other 93 73 TOTAL REVENUE 73,764 73,968 EXPENSES Cost of Sales 72,040 67,904 Foreign Exchange Loss 9,621 14,826 Borrowing cost 2,973 4,996 Other 6,005 4,115 TOTAL EXPENSES 90,639 91,841 Profit (loss) before tax (16,875) (17,873) Tax expense - - Outside equity interest (2) - Net profit (loss) attributable to members (16,873) (17,873) Basic Earnings per share (in cents) (15.65) (29.11) FINANCIAL PERFORMANCE Sales revenue for the year was steady at $72.7 million with the mix of revenue growing towards calcined magnesia sales. Price increases were achieved during the year for all magnesia grades, however the Queensland Magnesia contribution was adversely impacted by higher freight costs, higher energy costs, foreign exchange losses and commissioning delays at the Kunwarara KG2 plant. The consolidated loss after income tax decreased marginally from $17.87 million in 1999-2000 to $16.88 million in 2000-01. Financing and interest costs were reduced during the period by $2.06 million as a result of reduction in short term debt and the reversal of an over accrual. The Company reviewed its foreign exchange hedge book during the year and made an additional provision of $9.0 million of which $8.3 million was disclosed in AMC's half year results. The increased provision results from the continued depreciation of the Australian dollar against the US dollar over the period and the consequent impact on the value of the Company's hedge book (predominantly in US dollars). The foreign exchange loss and provisions for the year total $9.6 million versus $14.8 million in the previous year. QMAG SUMMARY OF MAGNESIA PRODUCTION AND SALES STATISTICS IN TONNES FOR THE YEAR ENDED 30 JUNE 2001 2000 1999 1998 Mining Operations Ore Mined 3,373 3,130 2,288 2,314 Mine Yield 15.5% 14.2% 13.7% 13.4% Beneficiated Product 437.2 340.1 277.8 317.1 Magnesia Production Deadburned 110.4 104.1 93.2 97.6 Electrofused 25.8 23.5 21.2 26.7 Calcined 51.4 41.7 21.8 15.7 Total Production 187.6 169.3 136.2 140.0 Sales Deadburned 104.3 110.5 78.8 109.2 Electrofused 22.3 22.6 19.5 22.7 Calcined 55.6 42.2 24.4 16.9 Magnesite 41.4 47.8 22.4 - Total Sales 223.6 223.1 145.1 148.8 QMAG PRODUCTION The Kunwarara mine and Parkhurst magnesia plant both achieved record levels of output to most the record sales volumes. At Kunwarara, development commenced at the two new mining leases - KG2 and KG3. Construction and commissioning of the new beneficiation plant at KG2 was completed during the period, although this was delayed due to unseasonal wet weather last winter. Magnesite production was a record 437,223 tonnes up 28.6 percent on the previous year. Development work continued at optimizing the mine plan. A capital expenditure review for Kunwarara to increase yields, accommodate future magnesium plant requirements and reduce costs by operating only one processing plant will be assessed in coming months. At Parkhurst, total magnesia production for the year increased 10.8 per cent to a record 187,600 tonnes. The plant ran for most of the year at above rated full capacity levels and during the latter part of the year at well above rated full capacity levels. This was part of the planned operational strategy to de- bottleneck the plant and significantly increase calcined magnesia production capacity to service higher demand. This de- bottlenecking is initially in the multiple hearth furnace calcination circuit but will be extended to further down stream activities as appropriate. QMAG SALES Total magnesia sales for the year increased 3.9 percent to 182,212 tonnes. Exports to the USA and Europe accounted for more than 90 percent of deadburned and electrofused magnesia sales. Continued market development with calcined magnesia saw sales rise 31.8 percent to a new record level of 55,583 tonnes and now account for 25 percent of total sales with approximately half sold within Australia and the balance exported to New Zealand and South East Asia. The successful development of QMAG's calcined magnesia business has helped diversify QMAG's sales into other industrial markets and geographic areas. It has also more than doubled QMAG's customer base to more than 70 customers worldwide. Stronger demand coupled with a reduction in world magnesia production capacity and higher costs, allowed price increases of around 5-10 percent to be achieved for all products as customers renewed contracts. Magnesite sales incorporate a bulk export shipment as part of a ten year contract with a North American customer. SIMPLIFIED CONSOLIDATED CASH FLOWS FOR THE 12 MONTHS ENDED 30 JUNE 2001 2000 ($'000) ($'000) OPERATING ACTIVITIES Receipts from customers 79,916 63,128 Payments to suppliers and employees (73,912) (56,725) Interest received and sundry receipts 794 1,793 Interest and other costs of finance paid (3,654) (4,550) Other 84 433 Net operating cash flows 3,228 4,079 INVESTING ACTIVITIES Payments for property, plant and equipment (1,506) (3,180) Proceeds from sales of non current assets 195 358 Payments for purchase of equity investments (119) (5,125) Loans paid to other entities (2,500) (15,490) Loans repaid by other entities - 4,800 Stanwell Magnesium Project (31,055) - Other (1,181) (201) Net investing cash flows (36,166) (18,838) FINANCING ACTIVITIES Proceeds from issues of shares - 35,991 Proceeds from borrowings 35,000 6,000 Repayment of borrowings (5,513) (17,000) Net financing cash flows 29,487 24,991 Net Increase(decrease) in cash held (3,451) 10,232 Cash at beginning of period 14,643 4,411 Exchange rate adjustments 258 - Cash at end of period 11,450 14,643 CASH FLOWS Cash flows from operating activities resulted in a surplus of $3.2 million. The major cash outflows from investing activities related to on- going capital expenditure at QMAG ($2.4 million) and the Stanwell Magnesium Project. During the year repayments of $5.5 million (2000: $3.0 million) were made on the QMAG debt facility. As of 30 June 2001, the Company has drawn down $35 million of loan facilities from Normandy Mining Limited. Of these funds, AMC may repay as part of the Normandy Loan Facility Agreement $25 million by calling upon Normandy to subscribe for shares in AMC. AMC currently intends to call upon Normandy to subscribe for these shares. On 30 June 2001, AMC had a cash balance of $11.5 million, down from $14.6 million at 30 June 2000. SIMPLIFIED CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2001 30 JUNE 2000 ($'000) ($'000) Current Assets Cash 11,450 14,643 Receivables 8,594 14,631 Inventories 12,120 8,639 Other 2,431 584 Total Current Assets 34,595 38,497 Non Current Assets Receivables 19,728 Other Investment 6,876 29,668 Exploration and Evaluation expenditure 5,968 5,968 Other property, plant and equipment 85,866 92,330 Stanwell Magnesium Project 256,508 1,141 Other 4,279 2,323 Total Non-current Assets 359,497 151,158 Total Assets 394,092 189,655 Current Liabilities Accounts payable 24,035 8,672 Borrowings 6,000 5,500 Provisions 4,789 10,561 Total Current Liabilities 34,824 24,723 Non-Current Liabilities Borrowings 71,525 40,648 Provisions 24,191 8,330 Unearned revenue 39,226 - Total Non Current Liabilities 134,942 48,978 Total Liabilities 169,766 73,701 Net Assets 224,326 115,954 Equity Share capital and reserves 348,256 233,006 Accumulated losses (133,925) (117,052) Outside Equity Interest 9,995 - Total Equity 224,326 115,954 BALANCE SHEET Total net assets have increased by $108.4 million since 30 June 2000. The movement reflects the acquisition of the remaining 50 per cent interest in Australian Magnesium Investments in July 2000. This resulted in the Group owning 95 per cent of the Stanwell Magnesium Project. AMC has reached agreement with Fluor Australia to purchase its minority 5 per cent interest in Australian Magnesium Operations Pty Ltd and move to full ownership of the Stanwell Magnesium Project. Under the terms of the agreement, upon commercialization of the Stanwell Magnesium Project, Fluor will convert its holding in the project into new shares in AMC. Other significant movements in the Balance Sheet for the year were: * Cash reduced by $3.2 million. * Non-current receivables reduced by $19.7 million and investments by $22.9 million. Both relate mainly to previous expenditure on the Stanwell Magnesium Project. * The increase in provisions is a result of a writedown of the foreign exchange hedge book of $9.0 million, increase in employee entitlements of $0.9 million and mine restoration of $0.2 million. RECENT DEVELOPMENTS On Tuesday 5 June, AMC announced it had finalized a $932 million debt package for the development of the Stanwell Magnesium Project. The debt facility is with ABN AMRO Bank NV, Westdeutsche Landesbank Girozentrale, ANZ Investment Bank and JPMorgan. On Tuesday 19 June, AMC lodged its equity offer documents and a prospectus with the Australian Securities and Investment Commission and launched a $680 millon global equity raising to complement the Stanwell Magnesium Project funding package. On Friday 20 July, AMC announced it had withdrawn its global equity offer and would pursue alternative financing options to develop Stanwell. AMC is working with its debt and equity syndicate on a revised funding package for the development to realize the value at the substantial assets that remain in place. These include: * the 10 year magnesium supply contract with the Ford Motor Company; * 15 year energy supply contract with Stanwell Corporation Limited; * $175 million Queensland and Federal government commitment to infrastructure development in central Queensland and to ongoing research and development funding; * Proprietary, low cost and environmentally leading magnesium processing technology; * Environmental and construction permits; and * Outstanding and committed project and operational teams. On Thursday 9 August the Commonwealth and Queensland governments announced their intention to provide $100 million each as loans or guarantees as a part of a revised funding package for the Stanwell Magnesium Project. POTENTIAL DEVELOPMENTS The Company is working towards the finalization of an alternative funding package for the Stanwell Magnesium Project. ASX REQUIREMENTS The information is this report insofar as it relates to ore or mineralization is based on information compiled by a corporate member of the Australian Institute of Mining and Metallurgy and who has a minimum of five years experience in the field of activity being reported on (D Milburn, BSc (Hons), M AustMM, Consultant Geologist). APPENDIX 4B (Rule 4.13(b)) PRELIMINARY FINAL REPORT Name of entity Australian Magnesium Corporation Limited ACN, ARBN, ABN or ARSN Half Preliminary Financial Year ended yearly final ('current period') (tick) (tick) 010 441 666 X 30/06/2001 FOR ANNOUNCEMENT TO THE MARKET AUD000 Extracts from this report for announcement to the market (see note 1). Revenues from ordinary activities (item 1.1) down Nil% to 73,764 Profit (loss) from ordinary activities after tax (before amortization of goodwill) attributable to members (item 1.20) up 6% to (16,873) Profit (loss) from ordinary activities after tax attributable to members (item 1.23) up 6% to (16,873) Profit (loss) from extraordinary items after tax attributable to members (item 2.5(d)) gain/loss of % to Nil Net profit (loss) for the period attributable to members (item 1.11) up 6% to (16,873) DIVIDENDS (DISTRIBUTIONS) AMOUNT PER SECURITY FRANKED AMOUNT (cents) PER SECURITY (cents) Final dividend (Preliminary final report only - item 15.4) Interim dividend (Half yearly report only - item 15.6) Nil Nil Previous corresponding period (Preliminary final report - item 15.5; half yearly report - item 15.7) Nil Nil Record date for determining entitlements to the dividend, (in the case of a trust, distribution) (see item 15.2) N/A Brief explanation of omission of directional and percentage changes to profit in accordance with Note 1 and short details of any bonus or cash issue or other item(s) of importance not previously released to the market: N/A CONSOLIDATED PROFIT AND LOSS ACCOUNT CURRENT PREVIOUS PERIOD CORRESPONDING PERIOD AUD000 AUD000 1.1 Revenues from ordinary activities 73,764 73,968 1.2 Expenses from ordinary activities (see items 1.24 + 12.5 + 12.6) (87,666) (88,845) 1.3 Borrowing costs (2,973) (4,696) 1.4 Share of net profit (loss) of associates and joint venture entities (see item 16.7) - - 1.5 Profit (loss) from ordinary activities before tax (16,875) (17,873) 1.6 Income tax on ordinary activities (see note 4) - - 1.7 Profit (loss) from ordinary activities after tax (16,875) (17,873) 1.8 Profit (loss) from extraordinary items after tax (see item 2.5) - - 1.9 Net profit (loss) (16,875) (17,873) 1.10 Net profit (loss) attributable to outside equity interests (2) - 1.11 Net profit (loss) for the period attributable to members (16,873) (17,873) CONSOLIDATED RETAINED PROFITS 1.12 Retained profits (accumulated losses) at the beginning of the financial period (117,052) (99,278) 1.13 Net profit (loss) attributable to members (item 1.11) (16,873) (17,873) 1.14 Net transfers (to) and from reserves - 99 1.15 Net effect of changes in accounting policies - - 1.16 Dividends and other equity distributions paid or payable - - 1.17 Retained profits (accumulated losses) at end of financial period (133,925) (117,052) PROFIT RESTATED TO EXCLUDE AMORTIZATION OF GOODWILL 1.18 Profit (loss) from ordinary activities after tax before outside equity interests (items 1.7) and amortization of goodwill (16,875) (17,873) 1.19 Less (plus) outside equity interests (2) - 1.20 Profit (loss) from ordinary activities after tax (before amortization of goodwill) attributable to members (16,873) (17,873) PROFIT (LOSS) FROM ORDINARY ACTIVITIES ATTRIBUTABLE TO MEMBERS 1.21 Profit (loss) from ordinary activities after tax (item 1.7) (16,875) (17,873) 1.22 Less (plus) outside equity interests (2) - 1.23 Profit (loss) from ordinary activities after tax, attributable to members (16,873) (17,873) REVENUE AND EXPENSES FROM ORDINARY ACTIVITIES AASB 1004 requires disclosure of specific categories of revenue andA ASB 1018 requires disclosure of expenses from ordinary activities according to either their nature of function. Entities must report details of revenue and expenses from ordinary activities using the layout employed in their accounts. See also items 12.1 to 12.6 Current Previous Period Corresponding Period AUD000 AUD000 1.24 Details of revenue and expenses REVENUE Sale of goods 727,222 71,722 Interest received 754 7,864 Foreign exchange gain - 291 Proceeds on sale of PPE 195 18 Other revenue 93 73 73,764 73,968 EXPENSES Cost of Sales 72,040 67,904 Inventory net realizable value 3,365 2,257 adjustment Write-down assets (Inventory) 1,175 - Exploration 70 223 Foreign Exchange Losses 9,621 14,826 Borrowing Costs 2,973 4,996 Other expenses from ordinary activities 1,395 1,635 90,639 91,841 INTANGIBLE AND EXTRAORDINARY ITEMS Consolidated - current period Before Related Related Amount tax tax outside (after equity tax) interests attributable to members AUD000 AUD000 AUD000 AUD000 2.1 Amortization of goodwill - - - - 2.2 Amortization of other intangibles - - - - 2.3 Total amortization of intangibles - - - - 2.4 Extraordinary items - - - - (details) 2.5 Total extraordinary items - - - - COMPARISON OF HALF YEAR PROFITS Current Previous (Preliminary final report only) year year AUD000 AUD000 3.1 Consolidated profit (loss) from ordinary activities after tax attributable to members reported for the 1st half year (item 1.23 in the half yearly report) (11,267) (2,827) 3.2 Consolidated profit (loss) from ordinary activities after tax attributable to members for the 2nd half year (5,606) (15,046) CONSOLIDATED BALANCE SHEET At end of As in last As in last current annual half yearly period report report AUD000 AUD000 AUD000 CURRENT ASSETS 4.1 Cash 11,450 14,643 12,817 4.2 Receivables 8,594 14,631 11,374 4.3 Investments - - - 4.4 Inventories 12,120 8,639 13,804 4.5 Other (provide details if material) 2,431 584 1,490 4.6 Total current assets 34,595 38,497 39,485 NON-CURRENT ASSETS 4.7 Receivables - refer attached - 19,728 - 4.8 Investments (equity accounted) - - - 4.9 Other investments refer attached 6,876 29,668 6,784 4.10 Inventories - - - 4.11 Exploration and evaluation expenditure capitalized (see para.71 of AASB 1022) 5,968 5,968 5,968 4.12 Development properties (mining entities) - - - 4.13 Other property, plant and equipment (net) 85,866 92,330 90,468 4.14 Intangibles (net) - - 66,217 refer attached 4.15 Other - Stanwell magnesium Project 256,508 1,141 167,855 Other - other 4,279 2,323 4,288 4.16 Total non-current assets 359,497 151,158 341,580 4.17 Total assets 394,092 189,655 381,065 CURRENT LIABILITIES 4.18 Payables 24,035 8,672 12,869 4.19 Interest bearing liabilities 6,000 5,500 6,000 4.20 Provisions 4,789 10,551 18,342 4.21 Other (provide details if material) - - - 4.22 Total current liabilities 34,824 24,723 37,211 NON-CURRENT LIABILITIES 4.23 Payables - - - 4.24 Interest bearing liabilities - refer attachment 71,525 40,648 109,869 4.25 Provisions 24,191 8,330 11,297 4.26 Other (Unearned revenue) 39,226 - - 4.27 Total non-current liabilities 134,942 48,978 121,166 4.28 TOTAL LIABILITIES 169,766 73,701 158,377 4.29 NET ASSETS 224,326 115,954 222,688 EQUITY 4.30 Capital/contributed equity 345,506 233,006 345,506 4.31 Reserves 2,750 - 2,750 4.32 Retained profits (accumulated losses) (133,925) (117,052) (128,319) 4.33 Equity attributable to members of the parent entity 214,331 115,954 219,937 4.34 Outside equity interests in controlled entities 9,995 - 2,751 4.35 Total equity 224,326 115,954 222,688 4.36 Preference capital included as part of 4.33 - - - EXPLORATION AND EVALUATION EXPENDITURE CAPITALIZED To be completed only by entities with mining interests if amounts are material. Include all expenditure incurred regardless of whether written off directly against profit. Current Previous period corresponding period AUD000 AUD000 5.1 Opening balance 5,968 5,968 5.2 Expenditure incurred during current period 70 223 5.3 Expenditure written off during current period (70) (223) 5.4 Acquisitions, disposals, revaluation increments, etc. - - 5.5 Expenditure transferred to Development Properties - - 5.6 Closing balance as shown in the consolidated balance sheet (item 4.11) 5,968 5,968 DEVELOPMENT PROPERTIES (To be completed only by entities with mining interests if amounts are material) Current Previous period corresponding period AUD000 AUD000 6.1 Opening balance - - 6.2 Expenditure incurred during current period - - 6.3 Expenditure transferred from exploration and evaluation - - 6.4 Expenditure written off during current period - - 6.5 Acquisitions, disposals, revaluation increments, etc. - - 6.6 Expenditure transferred to mine properties - - 6.7 Closing balance as shown in the consolidated balance sheet (item 4.12) - - CONSOLIDATED STATEMENT OF CASH FLOWS Current Previous period corresponding period AUD000 AUD000 CASH FLOWS RELATED TO OPERATING ACTIVITIES 7.1 Receipts from customers 79,916 63,128 7.2 Payments to suppliers and employees (73,912) (56,725) 7.3 Dividends received from associates - - 7.4 Other dividends received - - 7.5 Interest and other items of similar nature received 794 1,793 7.6 Interest and other costs of finance paid (3,654) (4,550) 7.7 Income taxes paid - - 7.8 Other (provide details if material) 84 433 7.9 Net operating cash flows 3,228 4,079 CASH FLOWS RELATED TO INVESTING ACTIVITIES 7.10 Payment for purchases of property, plant and equipment (1,506) (3,180) 7.11 Proceeds from sale of property, plant and equipment 195 358 7.12 Payment for purchases of equity investments (119) (5,125) 7.13 Proceeds from sale of equity investments - - 7.14 Loans to other entities - refer attachment (2,500) (15,490) 7.15 Loans repaid by other entities - refer attachment - 4,800 7.16 Other Stanwell magnesium Project (31,055) - Other (1,181) (201) 7.17 Net investing cash flows (36,166) (18,838) CASH FLOWS RELATED TO FINANCING ACTIVITIES 7.18 Proceeds from issues of securities (shares, options, etc.) - 35,991 7.19 Proceeds from borrowings 35,000 6,000 7.20 Repayment of borrowings (5,513) (17,000) 7.21 Dividends paid - - 7.22 Other (provide details if material) - - 7.23 Net Financing Cash Flows 29,487 24,991 7.24 NET INCREASE (DECREASE) IN CASH HELD (3,451) 10,232 7.25 Cash at beginning of period 14,643 4,411 (see Reconciliation of cash) 7.26 Exchange rate adjustments to item 7.25 258 - 7.27 Cash at end of period (see Reconciliation of cash) 11,450 14,643 NON-CASH FINANCING AND INVESTING ACTIVITIES Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows are as follows. If an amount is quantified, show comparative amount. On 26 July 2000, share capital with a fair value of $112.5 million was Issued to Normandy Mining Limited to acquire NIM Magmetal Pty Limited, the holder of a 50% interest in the Australian magnesium Investments Pty Ltd (AMI). This transaction gave AMC 100% ownership of AMI, the holder of a 95% interest in Australian Magnesium operations Pty Limited, the vehicle for the Stanwell magnesium metal project. RECONCILIATION OF CASH Reconciliation of cash at the end of Current Previous the period (as shown in the consolidated period corresponding statement of cash flows) to the related period items in the accounts is as follows. AUD000 AUD000 8.1 Cash on hand and at bank 1,341 4,535 8.2 Deposits at call 2,578 358 8.3 Bank overdraft - - 8.4 Other (Bank Bills) 7,531 9,750 8.5 Total cash at end of period (item 7.27) 11,450 14,643 RATIOS Current Previous period corresponding period PROFIT BEFORE TAX / REVENUE 9.1 Consolidated profit (loss) from ordinary activities before tax (item 1.5) as a percentage of revenue (item 1.1) (22.9) % (24.2) % PROFIT AFTER TAX / EQUITY INTERESTS 9.2 Consolidated net profit (loss) from ordinary activities after tax attributable to members (item 1.9) as a percentage of equity (similarly attributable) at the end of the period (item 4.33) 7.9 % 15.4 % EARNINGS PER SECURITY (EPS) Current Previous period corresponding period 10.1 Calculation of the following in accordance with AASB 1027: Earnings per Share (a) Basic EPS (15.65) c (29.11) c (b) Diluted EPS (if materially N/A c - c different from (a)) (c) Weighted average number of ordinary shares outstanding during the period used in the calculation of the Basic EPS 107,797,968 61,406,363 NTA BACKING Current Previous (see note 7) period corresponding period 11.1 Net tangible asset backing per ordinary security N/A c N/A c CONSOLIDATED PROFIT & LOSS ITEM 1.6 INCOME TAX The Company has substantial tax losses carried forward from prior years. Accordingly, there is no income tax payable or income tax expense on the (loss) for the current year. CONSOLIDATED BALANCE SHEET - "As shown in last annual report" column ITEM 4.7 RECEIVABLES & ITEM 4.9 INVESTMENTS The amount in Item 4.7 was due from AMI (see Item 17.3), before it and its 95% subsidiary, Australian Magnesium Operations Pty Ltd (AMO), became controlled entities. Of the amount in Item 4.9, $26,700,000 represents the equity investment in AMI. These entities are now consolidated into the economic entity, so these amounts are now eliminated and are represented by amounts in the Stanwell Magnesium Project at Item 4.19. ITEM 4.14 INTANGIBLES The amount included as "Intangible" in the half-year financial report relates to the acquisition referred to in Item 13.1. The acquisition of NIM Magmetal resulted in the consolidated entity obtaining control over the assets of Australian Magnesium Operations Pty Limited. This amount is more appropriately disclosed as part of the fair value of the identifiable assets over which control was obtained, and not as a separate item. This change in presentation has no financial effect on the previous Interim report, but will result in an overall improvement in the relevance of financial information about the financial position of the consolidated entity. (The disclosure immediately above is made in order to comply with AASB 1029 para 7.7) ITEM 4.24 INTEREST-BEARING LIABILITIES Part of the amount included in this item in the half-year financial report relates to an item of unearned revenue from the Ford Motor Company of USD30 million. At half-year, it was categorized as a foreign currency-denominated loan measured at the spot exchange rate. This amount is now correctly categorized as unearned revenue, based on prevailing exchange rates at the time the monies were received (in 1996/1997 and 1997/1988). Differences in the carrying amount caused by exchange differences were previously capitalized to the Stanwell project - these have now been reversed. CONSOLIDATED STATEMENT OF CASHFLOWS ITEM 7.14 LOANS TO OTHER ENTITIES & ITEM 7.15 LOANS REPAID BY OTHER ENTITIES Amounts in both the prior year and the current year relate to the Stanwell Magnesium Plant (prior to its consolidation into the economic entity). SEGMENT REPORTING The Consolidated Entity's activities are detailed evaluation of the Kunwarara Magnesite Deposit, the operation of a Magnesia business, investment in Magnesium assets, predominantly the Stanwell Magnesium Project, and investment in other projects (comprising of the Flamemag Project and exploration for industrial minerals and base and precious metals) in one material geographical segment, Australia. INDUSTRIAL SEGMENTS MAGNESIA MAGNESIUM OTHER ECONOMIC PROJECTS ENTITY 2001 2001 2001 2001 $'000 Sales to customers outside the Consolidated Entity 72,722 - - 72,722 Other Revenue 455 5 - 450 Unallocated Revenue* 592 Total Revenue 73,167 5 - 73,764 Segment Operating Profit (Loss) (8,209) (74) (70) (8,353) Item having significant effect- FX provision (9,042) Unallocated Expenses (72) Unallocated Revenue* 592 Consolidated profit/ (loss) from ordinary activities before tax (equal to Item 1.5) (16,875) Segment Assets 111,739 263,235 11,314 386,228 Eliminations (129) (15) - (144) Consolidated Assets 111,610 263,220 11,314 386,144 Unallocated Assets 7,948 Total Assets (equal to 394,092 Item 4.17) * Includes interest received and proceeds from sale of non- current assets. CABLE & WIRELESS: U.S. State Department Oks SingTel Bid ------------------------------------------------------- The U.S. State Department gave its blessing to Singapore Telecom Ltd's takeover for C&W Optus, The Sydney Morning Herald reported Monday. The State Department confirmed SingTel does not require new licenses to operate Optus satellites, which are used by Australia's Department of Defense. SingTel and Optus, however, will have to provide written assurances on their use of sensitive satellite technology, Singapore.CNET.com. The deal needs Australia's Foreign Investment Review Board approval to move ahead. It is speculated the approval will be given by month's end. "Whatever the case, SingTel has until May 2002 to complete the acquisition, under Australian law. As of August 3, it had received acceptances for 24.51 percent of Optus' shares," the source said. COLES MYER: Appoints Davis As Managing Director ----------------------------------------------- Warren Flick, Chief Operating Officer General Merchandise & Apparel (GM&A) of Coles Myer Ltd., announced Monday the appointment of Larry Davis as Managing Director of Target, effective 3 September. Davis replaces Peter Nelson, who, as Interim Managing Director has been instrumental in leading strategic change and developing the management team. Davis joins Target from Kmart US, where he has been Senior Vice President of Marketing and Advertising since 1996. Flick said, "Larry's appointment will further strengthen the senior management team, within the GM&A Group. We are very pleased that Larry has agreed to join Coles Myer and to lead the rebuilding of our Target brand. "Larry's extensive experience in apparel and general merchandise retailing will be valuable in our drive to bring on-trend, high quality merchandise at very affordable prices to Target's broad and loyal customer base," said Flick. Davis' career has entailed 29 years at Sears Roebuck and Company and five years at Kmart US. At Sears, he worked in an extensive range of merchandise categories, including Men's, Women's, Children's, Intimate Apparel and Homewares. He held store management, senior regional merchandise management and national marketing management responsibilities, with a long history of apparel emphasis. At Kmart, Davis led the marketing initiatives to reposition the company. He gave particular emphasis to the development and branding of Kmart exclusive merchandise in apparel, footwear and home fashions. These brands have generated sales growth and differentiation for Kmart. "With his wealth of operations, merchandise and brand development experience at organizations the scale of Sears and Kmart, Larry is ideally suited to overseeing the next phase of Target's development," Flick said. PROFILE - LARRY DAVIS Davis joins Target from Kmart Corporation in Michigan where he has held the position of Senior Vice President - Marketing and Advertising since 1996. He began his career in 1965 with Sears as a management trainee and spent the next 15 years in merchandise management and store operations roles. During this time, he gained extensive merchandise experience working across a wide range of categories from Men's, Women's, Children's, Intimate Apparel and Homewares. He was appointed to the role of store manager in Baltimore and then Philadelphia - which ranked in the top five stores nationally during his tenure. In 1987, Davis was appointed to Regional General Merchandise Manager for the New York region, responsible for ranging, buying and marketing, and representing sales volume in excess of US $1 billion. He was promoted to Eastern Regional Manager where he pioneered the vertical business concept for the Men's and Children's categories, resulting in the region achieving excellent sales and profit growth. He also introduced a weekly live video presentation communicating the merchandising programs to Store Managers, District Managers and Division Managers. For these innovations, Davis was recognized as the most successful Regional Manager in 1989. Promoted to National Marketing Manager, he initiated and launched the Kidvantage program in Children's apparel, which won a national award as one of the top ten programs in retailing and led to increased market share for Sears. He also designed the Sears' marketing program for jeans, which resulted in a significantly increased market share in the US. In 1994, Davis moved to an entrepreneurial role as President of the Anthony Sicari Division of Winner International, which specialized in the manufacturing of women's apparel. He restructured the operating and production procedures for the business, and directed the design and product development. Davis was then recruited as a retail consultant to the international marketing and advertising agency, Young & Rubicam to utilize his merchandise and retail marketing expertise. Davis joined Kmart US in 1996 and was appointed Senior Vice President - Marketing and Advertising, where he led the campaign to reposition the company. He designed a number of strategic marketing initiatives to launch and sustain the growth of new brands such as Martha Stewart Everyday, Sesame Street Apparel, Route 66 Casual Clothes and Thom McAnn footwear. This portfolio of exclusive Kmart brands has achieved national stature and has generated an improved perception of Kmart across America. Davis, aged 58, currently lives with his wife Donna in suburban Detroit, and has an adult son. DAVNET LIMITED: Denford Supports Proposed Capital Raising --------------------------------------------------------- The directors of the Davnet Limited advised that Denford Enterprises Limited (Denford), a wholly owned subsidiary of The Investment Company Of China Limited (ICC), has agreed to support the Company's proposal for a planned capital raising. As previously announced, Davnet secured a $5 million loan facility from Denford on 11 August 2001. At the time, Denford agreed to assist Davnet with a capital raising, subject to a due diligence review to be completed by 31 August 2001. In order to speed up the required reorganization and stabilizations of the Davnet group, and to put it on a positive financial footing, Denford has agreed to support the following capital raising proposal: 1. PLACEMENT OF UNLISTED REDEEMABLE CONVERTIBLE NOTES TO DENFORD OR ITS NOMINEES Amount $3 million minimum and up to $5 million at the election of Denford (the amount subscribed would include any amount drawn down by Davnet under the current loan facility with Denford) Price 3 cents per note Term 3 years Interest 8 percent pa payable 6 monthly in arrears. Options 1:1 attached unlisted 3-year options exercisable at 3 cents. Conversion convertible into ordinary shares in Davnet on a one for one basis at any time at the election of the holder. Redemption if not converted by the holder, redeemable by Davnet at face value at the end of the term or earlier in the event of certain specified events of default, insolvency or takeover. The issue of notes and options will be subject to shareholder and other regulatory approvals and to suitable documentation being agreed and executed. 2. NON RENOUNCEABLE RIGHTS ISSUE OF ORDINARY SHARES TO ALL DAVNET SHAREHOLDERS Amount minimum of $3 million Price 3 cents per share Underwritten by Denford for a minimum of $2 million The rights issue will be subject to shareholders approving the note issue, the issue by Davnet of a prospectus and suitable documentation being agreed and executed. As previously agreed by the Company, 20 million 3-cent options have been issued to Equity Partners Asia Ltd as arranger of the planned capital raising. The board of Davnet is confident that a capital raising on the terms outlined above would allow the Davnet businesses to act on their established and growing business opportunities. DESSIPUR PTY: Official Liquidator Appointed -------------------------------------------- Hadyn James Dodge appeared in the Hobart Court of Petty Sessions to answer charges of 38 counts of fraudulent conduct in connection with the failed solicitors' mortgage investment fund operated by Hobart law firm Lewis Driscoll & Bull. The Australian Securities and Investments Commission (ASIC) alleges that, between 18 November 1996 and 26 August 1998, Dodge and former Hobart solicitor Thomas Peter Baron were knowingly involved in Dessipur Pty Ltd obtaining more than $900,000 from the mortgage fund for the purpose of defrauding investors. ASIC's charges relate to two failed sub-divisions known as Pennington Drive and Dubbs and Co. Drive at Sorell. They follow an investigation by ASIC into the affairs of Dessipur which has also led to: * the appointment of an Official Liquidator to Dessipur 26 June 2000 following ASIC's application to the Supreme Court of Tasmania; * a referral by ASIC to the Valuers Registration Board of Tasmania; and * Baron being charged with 38 counts of fraudulent conduct. He appeared before the court on 2 August and arranged bail. He is to reappear in court on 25 September 2001. The matter is being prosecuted by the Commonwealth Director of Public Prosecutions in the Hobart Court of Petty Sessions. Dodge did not enter a plea. GOLDEN WEST: Chairman Lee's Address To Shareholders Released ------------------------------------------------------------ Golden West Refining Corporation Limited ("GWRC") posted Chairman Rick J Lee's Address to EGM 20 August 2001: BACKGROUND "The past eighteen months has been extraordinarily challenging for the Board and management of Golden West Refining Corporation Limited ("GWRC"). I know that it has likewise been frustrating for shareholders as the impact of the bankruptcy of US subsidiary, Handy & Harman Refining Group Inc ("HHRG"), and the forced sale of the Australian business, Australian Gold Refineries ("AGR"), has devastated shareholder value. "In the difficult circumstances prevailing, your Board has at all times regarded as paramount the protection of the interests of GWRC shareholders. The complexity of the HHRG bankruptcy and the many delays to realization of value for the assets of the bankrupt estate, together with the challenges faced by the AGR partnership, both through competitive pressures and uncertainty created by the HHRG problems, led to the Board's decision earlier this year to sell its 50% interest in AGR through an orderly but protracted tender process. A firm sale agreement has been negotiated with Australian Gold Alliance Pty Ltd ("AGA") and this meeting has been convened to put the proposal before shareholders supported by a unanimous recommendation from your directors. "Developments over recent days have changed the position of the company significantly. RECENT DEVELOPMENTS "The Company has received a demand from Credit Suisse First Boston International ("CSFB") for payment of an amount of US$2,174,259.71. The demand relates to unpaid obligations arising under a guarantee provided by GWRC in support of a precious metal inventory facility provided by CSFB to a subsidiary of HHRG, the Attleboro Refining Company Inc. "This contingent liability has been disclosed in GWRC's accounts. The annual accounts for year ended 31 March 2000 and the financial report for the half year ended 30 September 2000 noted that the financial statements had been prepared on a going concern basis and the balance sheet did not include various contingent liabilities. It was further noted that should a material liability emerge there was significant uncertainty that the company would continue as a going concern. "As a result of this demand, the Directors of GWRC held discussions with both CSFB and GWRC's secured creditor, N M Rothschild & Sons (Australia) Limited, to determine whether there was any immediate prospect for concessions by either creditor that might restore the Company's capacity to continue as a going concern. Unfortunately, no such concessions have been forthcoming. ADMINISTRATION "Accordingly, and after considering a range of issues presently critical to the future direction of the Company, the Directors have resolved that GWRC is or may shortly become insolvent. They have further resolved that the Company appoint Messrs Garry Trevor and Martin Jones of Ferrier Hodgson as Joint and Several Administrators pursuant to Section 436A of the Corporations Act 2001. "In parallel with the creditor discussions referred to above, the Company has also consulted with those parties involved in the proposed sale by GWRC subsidiary Golden West Australasia Pty Limited ("GWA"), of its 50% interest in the AGR Joint Venture. These parties are Australian Gold Alliance Pty Ltd ("AGA") and Western Australian Mint ("WAM"). Both AGA and WAM have confirmed their continuing commitment to complete the transfer of this joint venture interest to AGA. FUTURE DIRECTION "With the AGR sale completed and settled, the GWRC Board was hopeful that the Company would be left with a small cash balance by virtue of the continuing financial support and forbearance from remaining creditors. It was planned that this cash balance would provide financial resources necessary for the Company to commence litigation proceedings for the recovery of lost shareholder value. "The Administration introduces a level of uncertainty to previously negotiated arrangements regarding the disposition of the proceeds of sale. These proceeds are to be received into GWA, and their disposition will now be overseen by the Administrator under arrangements yet to be determined. GWRC itself will have no material assets other than the contingencies associated with litigation against those who have contributed to the Company's losses and a receivable from the HHRG estate. "The Board has made a preliminary analysis of various legal claims and believes that a number have considerable merit. A report is expected shortly from US attorneys on the prospects for the litigation which will obviously be the subject of careful scrutiny. There are likely to be competing claims from third parties and it will be some time before the details of any litigation strategy can be settled. "Suffice to say that, having worked so hard to reach the position we are in today after such an enormous financial shock to GWRC suffered early last year, your Board is disappointed that it has been necessary for the Company to go into Administration. It nevertheless remains single minded in its focus on the recovery of the value lost to the Company over the past 18 months and will be providing whatever assistance is necessary to the Administrators to develop an appropriate strategy which reflects the interests and entitlements of both creditors and shareholders. "At the time of the appointment of Administrators, the Board was reviewing a range of practical issues, all of which need to be addressed if GWRC is to be well prepared as an unlisted public company for a long, complex and exhaustive process of litigation. These matters included such things as the location, scope, resourcing and cost of Head Office activities. These matters now also become the domain of the Administrators for the time being. "Mr Garry Trevor from Ferrier Hodgson will explain to shareholders the process of Administration and its possible impact on the Company moving forward. Before asking for your vote on the proposed sale of the AGR joint venture interest, I will open the floor to questions on the information set out in the Explanatory Statement on the Proposal. I will also provide an opportunity for Mr Ryan to answer questions from shareholders on the HHRG bankruptcy and Mr Warren to do likewise on the complex subject of litigation." GOLDEN WEST: Posts General Meeting Results --------------------------------------- The Directors of Golden West Refining Corporation Limited (GWRC) are authorized to sell the whole of the Company's 50% partnership interest in the AGR Joint Venture, held by Golden West (Australasia) Pty Limited, a wholly owned subsidiary of GWRC, in accordance with the terms and conditions as set out in the Explanatory Statement accompanying the Notice of General Meeting held Monday, was passed on a show of hands. Total number of proxy votes in respect of which the appointments specified that: (1) the proxy is to vote for the resolution: 49.05% (2) the proxy is to vote against the resolution: 0.08% (3) the proxy is to abstain on the resolution: Nil (4) the proxy may vote at the proxy's discretion: 50.87% The total number of proxy votes exercisable by all proxies validly appointed was 6,428,675. ================================ C H I N A & H O N G K O N G ================================ CIL HOLDINGS: Petition Adjourned To August 27 --------------------------------------------- The hearing of the winding-up petition served by Sin Hua Bank Limited against CIL Holdings Limited was ordered by the Justice to be further adjourned to 27 August 2001. Trading in the shares was suspended from 10:00 a.m. on 20 August 2001 at the request of the Company pending release of this announcement and application has been made to the Hong Kong Stock Exchange for the resumption of trading of the shares from 10:00 a.m. on 21 August 2001. The Company is now in process of settlement negotiation with Sin Hua and other bankers and creditors, and will issue further announcement as and when appropriate. CIL HOLDINGS: Posts Six Months Ended Dec 31 Interim Results ----------------------------------------------------------- The Board of directors (the "Board") of CIL Holdings Limited (the "Company") announced the unaudited consolidated results of the Company and its subsidiaries (the "Group") for the six months ended 31 December 2000 together with the unaudited comparative figures for the corresponding period in 1999 as follows: For the six months ended 31 December 2000 1999 Unaudited Unaudited Note HK$'000 HK$'000 Turnover 1 33,181 135,971 Cost of sales and services provided (30,880) (133,405) Gross profit 2,301 2,566 Other revenue 3,064 77 General and administrative expenses (19,901) (31,057) Other operating expenses (25,753) (775 ) Net gain on de-consolidation of subsidiaries 2 25,961 - Provision for permanent diminution in value of a subsidiary - (2,302) Profit on disposal of shares in a subsidiary - 4,681 Loss from operations (14,328) (26,810) Finance cost (15,746) (20,065) Share of results of associates - (4,453) Loss before taxation 3 (30,074) (51,328) Taxation - (32) Loss before minority interest (30,074) (51,360) 9:59 AM 8/21/01Minority interest - 2,352 Loss attributable to shareholders (30,074) (49,008) Interim dividend 4 - - Loss for the period (30,074) (49,008) Loss per share Basic 5 (0.81 cents) (3.15 cents) CONDENSED CONSOLIDATED BALANCE SHEET At 31 December 2000 31 December 30 June 2000 1999 Unaudited Unaudited Note HK$'000 HK$'000 Non-current assets Property, plant and equipment 33,077 40,697 Interests in associates 13 13 Interests in joint ventures 53,247 25,839 Investments in securities 137,084 29,650 223,421 96,199 Current assets Investments in securities 8,812 22,003 Inventories 3,658 6,853 Accounts receivable 6 13,663 16,095 Prepayments, deposits and other receivable 6 125,679 130,680 Due from contract customers - 13,371 Cash and bank deposits 2,006 2,021 153,818 191,023 Less: Current liabilities Current portion of interest-bearing borrowings 204,721 201,983 Current portion of non-interest-bearing borrowings 489 489 Current portion of obligations under finance leases 2,115 1,291 Bills payable, secured 9,777 2,174 Accounts payable 7 6,770 117,677 Accruals, other payable and deposits received 7 316,039 226,539 Due to contract customers - 9,309 Convertible notes - 12,500 Taxation payable 475 3,705 Amount due to a director 297 - 540,683 575,667 Net current liabilities (386,865) (384,644) Total assets less current liabilities carried forward (163,444) (288,445) Less: Non-current liabilities Non-current portion of obligations under finance leases - 1,384 Deferred taxation 29 29 29 1,413 Minority interests 387 1,379 416 2,792 NET LIABILITIES (163,860) (291,237) CAPITAL AND RESERVES Share capital 54,016 300,262 Reserves (217,876) (591,499) (163,860) (291,237) Notes: 1. Turnover and segmental information The turnover and contribution to loss from operations of the Group for the period ended 31 December 2000, analyzed by principal activity and geographical area, are as follows: Contribution to loss Turnover from operations For the six months For the six months ended 31 December ended 31 December 2000 1999 2000 1999 Unaudited Unaudited Unaudited Unaudited HK'000 HK'000 HK$'000 HK$'000 By principal activity: Interior decoration and renovation, building construction, electrical and mechanical engineering - 113,605 - (17,397) Trading of building and interior decoration materials 4,051 22,366 (4,157) (2,775) Trading of multi-media products 29,130 - (1,823) - Others - - (34,309) (6,638) 33,181 135,971 (40,289) (26,810) By geographical area: The Hong Kong Special Administrative Region ("Hong Kong") 23,811 118,332 (39,482) (23,332) Other parts in the People's Republic of China ("the PRC") 9,002 14,639 (412) (2,886) Overseas 368 3,000 (395) (592) 33,181 135,971 (40,289) (26,810) 2. Net gain on de-consolidation of subsidiaries Certain subsidiaries, which were consolidated in the Group's consolidated balance sheet as at 30 June 2000 and nevertheless put into liquidation subsequent to that date, have been de- consolidated from the Group's consolidated balance sheet as at 31 December 2000. The directors consider that the resulting Group's financial statements, if these subsidiaries were consolidated, will not present a true and fair view of the financial position of the Group as a whole. Operating losses of these subsidiaries of HK$14,647,000 for the period ended 31 December 2000 have not been included in the Group's consolidated income statement for the period 31 December 2000. Net gain on de-consolidation of subsidiaries shown in condensed consolidated income statement includes the full provision made for the guarantees provided by the Group to the credit facilities of these subsidiaries and the amounts due from these subsidiaries, to the extent of the amounts irrecoverable, and any possibly costs in associate with the de-consolidation of the subsidiaries. 3. Loss before taxation Loss before taxation is arrived at: For the six months ended 31 December 2000 1999 Unaudited Unaudited HK$'000 HK$'000 After crediting: Net gain for disposal of shares of a subsidiary - 2,379 And after charging: Amortization of goodwill (13,456) - Cost of sales and services provided (30,880) (133,405) Depreciation (2,024) (2,994) Finance cost (15,746) (20,065) Net loss for disposal of shares of a subsidiary (7,330) - Net gain on de-consolidation of subsidiaries 25,961 - Profit on disposal of shares in a subsidiary - 4,681 Provision for permanent diminution in value of a subsidiary - (2,302) 4. Interim dividend The Board of directors does not recommend to declare any interim dividend for the six months ended 31 December 2000 (1999: Nil). 5. Loss per share The calculation of the basic loss per share is based on the loss attributable to shareholders for the period ended 31 December 2000 of HK$30,074,000 (1999: HK$49,008,000) and the weighted average number of 3,712,781,406 ordinary shares (1999: 1,556,131,478 shares) in issue during the period. No diluted loss per share for the period ended 31 December 2000 and 1999 have been shown as the effect of potential ordinary shares outstanding during these periods would be anti-dilutive. 6. Accounts receivable and Prepayments, deposits and other receivable Included in accounts receivable and prepayment, deposits and other receivable are trade debtors (net of specific provisions for bad and doubtful debts) of HK$13,663,000 (year ended 30 June 2000: HK$15,481,000), an aging analysis of which at the reporting date is as follows: 31 December 2000 30 June 2000 Unaudited Audited HK$'000 HK$'000 0 - 90 days 1,178 832 91 - 180 days 3,109 358 Over 180 days 9,376 14,291 13,663 15,481 7. Accounts payable and Accruals, other payable and deposit received Included in accounts payable, accruals, other payable and deposits received other payable are trade creditors of HK$6,770,000 (year ended 30 June 2000: HK$126,986,000), an aging analysis of which at the reporting date is as follows: 31 December 30 June 2000 2000 Unaudited Audited HK$'000 HK$'000 0 - 90 days 5,206 2,904 91 - 180 days 824 1,028 Over 180 days 740 123,054 6,770 126,986 8. Contingent liabilities There were various legal proceedings and winding up petitions taken by the bankers and creditors against the Company and its subsidiaries during the period and subsequent to the report date. The directors consider that the estimated liabilities for the Group were HK$167 million of which HK$164 million were provided in the Group's financial statements. The estimation did not include those cases where no legal actions or solicitors' letters were issued as well as the legal costs and interests where not confirmed. 9. Subsequent events Subsequent to the report date, the following events took place: (a) Subsequent to the report date, the High Court granted winding up orders against the following subsidiaries: Ka Cheong Building Materials (International) Limited, Collections Interior Limited, CIL (Nominees) Limited and Sundart CIL (Engineering) Limited on 21 May 2001, 4 June 2001, 11 June 2001 and 26 June 2001 respectively. All of these winding-up subsidiaries and their subsidiaries were de-consolidated from the Group's interim report for the period ended 31 December 2000. (b) Subsequent to the report date, certain creditors have initiated several winding up petitions against the Company and the Group. The High Court hearing in respect of the winding-up petition served by Sin Hua Bank Limited involving approximately HK$4.5 million has been further adjourned to 20 August 2001. Also the Group was involved in various legal proceedings, claims and disputes in respect of the ex-employees claiming for approximate HK$8.6 million. MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW AND PROSPECTS During the period under review, the Group continued its core businesses in trading of building and interior decoration materials and commenced trading business of multi-media products. In previous years, the Group had relied on very high financing costs in the construction projects, which resulted in delays and subsequently led to disputes with sub-traders, suppliers and employees during the period. In additions, the group saw the uncertainties in the future profitability of its core businesses, and had therefore taken steps in diversifying into other businesses and had acquired through equity finance a number of new businesses with minimum cash outlays but with a guarantee profit. Such measures taken were to strengthen the group's assets and income base. The group will actively and prudently pursue other potential business opportunities and is currently formulating plans for the reorganization and future development of the group and restructuring of existing borrowings of the group. LIQUIDITY AND CAPITAL RESOURCES During the period under review, the Company made share placements of totally 900 million ordinary shares at a price of HK$0.011 each and several share issues of totally 1,499 million ordinary shares at a price of HK$0.1 each. The proceeds were used for acquisitions, repayment of the Group's borrowings and interest and as the Group's additional working capital. The net liabilities of the Group as at 31 December 2000 is approximately HK$163.8 million, the management intends to meet the shortfall by long term equity finance and restructuring of existing borrowings of the Group. PUBLICATION OF INTERIM RESULTS ON THE STOCK EXCHANGE'S WEBSITE The detailed results containing all the information required by the Listing Rules will be published on the Stock Exchange's website in due course. DIRECTORS' RIGHT TO ACQUIRE SHARES The directors had personal interests in share options granted by the Company during the period to subscribe for shares in the Company as follows: Number of option outstanding Exercise price at 30 June and Name of director Date of grant HK$ 31 December 2000 Joseph Szeto 31/12/1997 0.626 9,000,000 Ho Pui Tsun, Peter 25/11/1996 0.32 6,300,000 Ho Pui Tsun. Peter 31/12/1997 0.626 8,200,000 Mark Robert, Taylor 26/06/1997 0.511 700,000 Mark Robert, Taylor 23/09/1997 0.751 1,000,000 Mark Robert, Taylor 25/08/1998 0.237 1,000,000 26,200,000 Save as disclosed above, at no time during the period was the Company or any of its subsidiaries a party to any arrangement to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, and neither the directors nor chief executives, nor any of their spouses or children under the age of 18 had any right to subscribe for the securities of the Company, or exercised any such right. DIRECTORS' INTEREST IN SECURITIES On 31 December 2000, the interests of the directors, the chief executives and their associates in the shares and share options of the Company and its associated corporations (within the meaning of the Securities (Disclosure of Interests) Ordinance (the "SDI Ordinance")) as recorded in the register maintained by the Company pursuant to Section 29 of the SDI Ordinance or as notified to the Company were as follows: Name of director Nature of interest Number of shares Mark Robert Taylor Personal 1,300,000 Save as disclosed above, none of the directors or their respective associates had any personal, family, corporate or other interests in the shares and share options of the Company or any of its associated corporations as defined in the SDI Ordinance. SUBSTANTIAL SHAREHOLDERS' INTEREST By 31 December 2000, no person had registered an interest in the share capital of the Company that was required to be recorded under Section 16(1) of the SDI Ordinance. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES Neither the Company nor any subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the period under review. CODE OF BEST PRACTICE None of the Directors is aware of any information that would reasonably indicate that the Company is not, or was not for any part of the period covered by the interim report, in compliance with the Code of Best Practice as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. AUDIT COMMITTEE The 2000 interim report has been reviewed by the Audit Committee which comprises two independent non-executive directors. The Audit Committee has also reviewed with management the accounting principles and practices adopted by the Group and discussed auditing, internal control and financial reporting matters including the unaudited interim financials. KIN DON: Circular Re Restructuring Proposal Dispatched ------------------------------------------------------- Kin Don Holdings Limited announced the circular of the Company in relation to, among other things, the Restructuring Proposal and the Rights Issue was dispatched to the Shareholders on 20 August 2001. The Directors wish to remind the Shareholders of the following: (i) Timetable Please note that the following timetable in relation to the Capital Reorganization, the Restructuring Proposal and the Rights Issue is subject to, among other things, the court hearing, the Completion and the approval of the Rights Issue at the EGM. Further announcement will be made to update the Shareholders or potential investors as and when appropriate. 2001 Court hearing for Capital Reorganization Friday, 7 September Latest time for lodging the form of 10:00 a.m. Monday, 10 proxy for the EGM September Capital Reorganization becoming effective Tuesday, 11 September First day for exchange of existing certificates Tuesday, 11 for the Existing Shares for new certificates September for the Ordinary Shares free of charge Date of EGM 10:00 a.m. Wednesday, 12 September Completion of Share Premium Cancellation Wednesday,12 September Announcement of the results of the EGM Thursday, 13 September Last day of dealings in shares cum-entitlements Thursday, 13 to the Rights Issue September Commence dealings in shares Friday, 14 September on an ex-entitlements basis The Restructuring Proposal becoming effective Friday, 14 Sept Issue of Subscription Shares, Friday, 14 September Convertible Preference Shares and Compromise Shares Latest time for lodging transfers 4:00 pm Monday, 17 September of shares for entitlements to the Rights Issue Register of members closed Tuesday, 18 September to (both dates inclusive) Friday, 21 September Record date for determining entitlements Friday, 21 September to the Rights Issue Dispatch Rights Issue Prospectus Friday, 21 September Announcement on dispatch of Friday, 21 September Rights Issue Prospectus First day of dealings in nil-paid Wednesday, 26 September Rights Shares Latest time for splitting nil-paid 4:00 p.m. Wednesday, 3 Rights Shares October Last day of dealings in nil-paid Rights Shares Mon, 8 October Last day for exchange of existing certificates for Tuesday, 9 the Existing Shares for new certificates for October the Ordinary Shares free of charge (Note) Latest time for acceptance of 4:00 p.m. Thursday, 11 October Rights Shares and payment Latest time for force majeure 4:00 p.m. Tuesday, 16 October Rights Issue expected to become unconditional Wed , 17 October Refund cheques in respect of Thursday, 18 October wholly or partly unsuccessful excess applications for Rights Shares posted Issue and dispatch of fully-paid Thursday, 18 October Rights Share certificates Announcement of result of acceptance Thursday, 18 October Dealings in Rights Shares commence Tuesday, 23 October Note: Thereafter, share certificates of the Existing Shares will be accepted for exchange for share certificates of the Ordinary Shares only on payment of a fee of HK$2.50 (or such higher amount as may be stipulated in the Listing Rules from time to time) for each new share certificate to be issued or for each share certificate of the Existing Shares so submitted for exchange, whichever number of certificates is higher. (ii) The pro forma adjusted unaudited consolidated net tangible assets The following is the pro forma unaudited statement of adjusted consolidated net tangible assets of the Group based on the audited consolidated deficiency in assets of the Group as at 30 November 2000 and adjusted as described below: HK$'000 Audited consolidated deficiency in assets of the Group as at 30 November 2000 (153,189) Unaudited consolidated loss of the Group for the six months ended 31 May 2001 (17,430) Surplus on revaluation of the Group's leasehold land and buildings 39 Pro forma unaudited adjusted consolidated deficiency in assets of the Group before Completion (170,580) Adjustments relating to the Restructuring Proposal Issue of new Ordinary Shares pursuant to the Compromise Agreements 86,919 Reduction of indebtedness by way of waiver 7,971 Estimated net proceeds from subscription of new Ordinary Shares 24,500 Write back of interests accrued to the Group's Principal Creditors 6,659 Estimated net proceeds from subscription of partly-paid Convertible Preference Shares 8,000 Estimated professional fees and expenses in connection with the Restructuring Proposal (1,700) Pro forma unaudited adjusted consolidated deficiency in assets of the Group after Completion but before Rights Issue (38,231) Estimated net proceeds of Rights Issue 56,104 Pro forma unaudited adjusted consolidated net tangible assets after Completion and Rights Issue 17,873 Estimated net proceeds upon full payment of the partly-paid Convertible Preference Shares 72,000 Pro forma unaudited adjusted consolidated net tangible assets after Completion and Rights Issue and upon full payment of the partly-paid Convertible Preference Shares 89,873 HK cents Pro forma unaudited adjusted consolidated net tangible asset value/(deficiency in asset value) per Existing/Ordinary Share - based on 940,662,000 Existing Shares in issue before Completion (18.1) - based on 2,975,186,000 Ordinary Shares to be in issue after Completion but before Rights Issue (1.3) - based on 5,950,372,000 Ordinary Shares to be in issue after Completion and Rights Issue 0.3 - based on 9,950,372,000 Ordinary Shares to be in issue after Completion and Rights Issue and upon full exercise of the conversion rights attaching to the Convertible Preference Shares 0.9 (iii) The Restructuring Proposal is subject to a number of conditions including the Whitewash Waiver and may not be completed if any of such conditions is not fulfilled or waived in accordance with the terms of the Restructuring Proposal. The Rights Issue is conditional on the completion of the Restructuring Proposal. If the Whitewash Waiver is not approved by the Independent Shareholders or not be waived by Marble King, the Restructuring Proposal will lapse. As a consequence, the Rights Issue will not be proceeded. (iv) Shareholders should read the aforesaid circular carefully, in particular, all the financial information and the letter of advice from the independent financial adviser contained therein. MIGHT RISE: Winding Up Sought By Kincheng ----------------------------------------- Kincheng Banking Corporation is seeking the winding up of Might Rise Investment Limited. The petition was filed on August 6, 2001 and will be heard before the High Court of Hong Kong on November 14, 2001 at 9:30 am. Kincheng, a banking corporation duly incorporated in The People's Republic of China, has a branch office at No. 55 Des Voeux Road Central, Hong Kong. PACIFIC MARBLE : Hearing Of Winding Up Petition Set --------------------------------------------------- The petition to wind up Pacific Marble & Granite (Hong Kong) Limited is set for hearing before the High Court of Hong Kong on September 5, 2001 at 9:30 am. The petition was filed on June 22, 2001 by PT. Pancayasa Primatangguh of JL Arteri Rays Sisi Tol (Pejuangan), Komplek Prisma Kedoya Plaza, Block A-26, Jardarta 11530, Indonesia. SUN LUEN: Petition To Wind Up Scheduled --------------------------------------- The petition to wind up Sun Luen Ming Trading Company Limited is scheduled for hearing before the High Court of Hong Kong on September 5, 2001 at 9:30 am. The petition was filed on June 19, 2001 by Bank of China, Hong Kong Branch whose principal place of business is situated at Bank of China Tower, No. 1 Garden Road, Hong Kong. TRIGOLD CORPORATION: Winding Up Petition Pending ------------------------------------------------ Trigold Corporation Limited is facing a winding up petition, which is slated to be heard before the High Court of Hong Kong on October 17, 2001 at 9:30 am. The petition was filed on August 4, 2001 by Extrawell Holdings Limited, whose registered office is situated at Room 807, 8th Floor, Tower Two, Kippo Center, 89 Queensway, Hong Kong. ================= I N D O N E S I A ================= BANK CENTRAL: Re-launches Bidding Process ----------------------------------------- Bidders from previous tender for Bank Central Asia (BCA) shares could take part again in the re-launch of bidding process for BCA's 30% divestment, Bisnis Indonesia reported Tuesday citing Indonesian Bank Restructuring Agency's Chairman IPG Ary Suta. "The BCA tender process has been sorted out and now waiting for IBRA to carry it out," he said. Asked whether IBRA might change the tender package, Suta said it hasn't been decided because it had to be discussed with the parliament first. MANUFACTURERS LIFE: Faces Bankruptcy Over Policy Claim Dispute -------------------------------------------------------------- Manufacturers Life Insurance Co. of Canada's (Manulife) Indonesian subsidiary face a bankruptcy claim at Jakarta's commercial court filed by a beneficiary of a deceased policyholder, The Asian Wall Street Journal reported Tuesday. Manulife refused to pay the plaintiff a Rp50 million policy claim for the reason that the deceased failed to disclose his health problems when he applied for the policy. However, the beneficiary and his lawyers, instead of filing a civil complaint against the company, are trying to push Manulife's subsidiary into bankruptcy if it doesn't pay the claim plus damages of Rp5.1 billion. "The company won't pay because it means insurance companies won't be able to operate in Indonesia. You're in a position that you can't deny any claims," President Director of Manulife Indonesia, Philip Hampden-Smith said. "We are legally allowed to file the lawsuit... . It is between the creditor and the debtor. The court must declare Manulife bankrupt because the debtor has not been legally able to fulfill its obligation at the due time," Dewi Susianti of Bramm & Associates, the firm representing the beneficiary, said. This case is one of the challenges that faces President Megawati Sukarnoputri. The need to strengthen a legal system that has hampered attempts at corporate reform and undermined foreign- investor sentiment toward Indonesia must be implemented. This case is only the latest in a series of legal tussles involving foreign companies, and Manulife has been a prime target. A ruling on this case is expected to take place on Thursday. * FSPC To Announce Investigation Result On Four Obligors -------------------------------------------------------- The Financial Sector Policy Committee (FSPC) will soon announce the investigation result on four obligors, Tirtamas Group, Chandra Asri, Symless Pipe and Kodel, to meet one of the six prior actions included in the new letter of intent with the IMF, Bisnis Indonesia reported Tuesday. "The announcement will be made gradually and for the preliminary announcement, we will only report these four obligors," IBRA Oversight Committee Chairman Marie Muhammad said. "The result that we've now achieved has met one of the six points of the prior actions," he added. Minister Kwik Kian Gie said that the current meeting is almost in accordance with the schedule. "All agenda, including the six priority agenda, is completed, but discussion regarding account 502 is not finished because it needs to be further discussed with the parliament," Kwik added. ========= J A P A N ========= DAIEI INC: To Sell 15.15 Million Lawson Shares ---------------------------------------------- Daiei Inc will sell 15.15 million shares in Lawson Inc, or 89.24% of the group's equity stake in the convenience store operator, to investors abroad to help slash its debts. The disposal is expected to rake in 67.7 billion yen if sold at the current price, Japan Today reported on August 21, which cited Kyodo News. MYCAL CORP: Labor Union Plans to Buy Company Stock -------------------------------------------------- Mycal Corp's labor union plans to buy company stock with funds set aside for labor disputes in order to assist the company's management and give the union more leverage, Japan Today reported on August 21, which cited company officials statements late Monday. ========= K O R E A ========= DAEHAN FIRE: KDIC Files MOU With Daehan Cement ---------------------------------------------- The Korea Deposit Insurance Corp. (KDIC) signed a memorandum of understanding (MOU) August 20 with preferred bidder Daehan Cement for the ailing non-life insurer Daehan Fire & Marine Insurance, Korea Herald reported Tuesday. "The main contracts could be concluded with the bidder in late September or early October following their due diligence on the assets and liabilities of the insurer," a KDIC official said. HANBO STEEL: INI Steel to Withdraw Bid -------------------------------------- INI Steel, formerly Inchon Iron and Steel announced Monday that it has decided to withdraw its bid to acquire Hanbo Steel. The decision came after the company closely studied the feasibility of the bid, Digital Chosun reported on August 20, which quoted an official of the Hyudai Motor Group subsidiary. INI Steel, which has been the sole bidder to express a clear intention to acquire the ailing steelmaker, disclosed the withdrawal plan at the stock exchange Monday. HYNIX SEMICONDUCTOR: Discloses Agreement With Hyundai Curitel ------------------------------------------------------------- Hynix Semiconductor Inc made a voluntary disclosure regarding amendment to the Business Transfer Agreement with Hyundai Curitel, Inc as follows: (1) Content Transfer Price - before : W 191.4 billion - after : W 144.8 billion (2) Board of directors resolution date: August 8, 2001 (3) Related disclosure date: June 4, 2001 HYNIX SEMICONDUCTOR: KEB Prepares Bailout Plan Anew --------------------------------------------------- The Korea Exchange Bank (KEB) is preparing another bailout plan for Hynix Semiconductor Co, which includes debt-to-equity swaps, roll-overs of maturing loans, extensions of existing loans and providing fresh funds. The bank is expected to discuss the plan, once ready, with the company's other creditor, Digital Chosun reported on August 20. "As a simple rollover of maturing Hynix bonds won't alleviate the company's liquidity crisis, we are reviewing various options for the company. We will consult the company's financial advisor Salomon Smith Barney and finalize the bailout plan within this week," KEB vice-president Lee Yeon-soo said. KEB will first consult other major creditor banks such as Korea Development Bank, Hanvit Bank and Cho Hung Bank before proposing the idea of providing fresh funds to Hynix to all creditor banks. Salomon Smith Barney, the company's financial advisor, earlier reportedly projected the semiconductor maker will be short of W1.5 trillion in cash by the end of this year as long as the average price of 64-megahertz DRAMs remain in the dollar range. KUKJE HWAJAE: Bidder Keun Wha Signs MOU With KDIC ------------------------------------------------- The Korea Deposit Insurance Corp. (KDIC) concluded a memorandum of understanding (MOU) Monday with Keun Wha Pharmaceutical to bid for Kukje Hwajae, an ailing non-life insurer and also known as International Fire, Korea Herald reported August 21. KDIC official said the main contracts could be concluded with the bidder in late September or early October following their due diligence on the assets and liabilities of the two insurer. SAMSUNG ELECTRONICS: Leases Office To Subsidiary ------------------------------------------------ Samsung Electronics Co Ltd leased its office to Samsung Fire and Marine Insurance Co Ltd, with the following details: Leasing Real Estate to "Largest Shareholders etc" 1. name(corporate name) Samsung Fire & Marine Insurance Co Ltd - relation with company: Subsidiary 2. contents of lease a. lease date: 2001.08.03 b. real estate leased: Building of 137.2 pyung c. location: Teajun, Seogu, Ddunsandong d. details: lease period start date 03/Aug/2001 end date 28/Mar/2002 security money - W3,430,000 3. purpose for leasing Office 4. decision date(resolution date of the board of directors): 06/Aug/2001 - outside directors present (no.) - absent (no.) - - auditors absent 5. under the Fair Trade Act or not no 6. the others -Above rental fee is monthly base -Maintenance fee: W2,469,600(VAT excluded) SAMSUNG ELECTRONICS: To Resume Large-Scale Bond Issuances --------------------------------------------------------- Samsung Electronics Korea's flagship company is going to resume large-scale bond issuances after a lapse of three years. Top management will convene a meeting within the week to resolve continuance of a plan to float a total of W500 billion in bonds, Digital Chosun reported on August 21, which quoted a high- ranking official of the company. Samsung, which has a total of W419.5 billion in corporate bonds maturing in October, and W634 billion in November, is studying the possibility of continuing to issue bonds. The company hopes to carry out two or three bond issues by year's end in an effort to pay off a total of W1.2 trillion corporate bonds due this year. =============== M A L A Y S I A =============== GADEK CAPITAL: No Objection To Proposed Restructuring, MITI Says ---------------------------------------------------------------- Arab-Malaysian Merchant Bank Berhad (Arab-Malaysian), on behalf of the Board of Directors of Gadek Capital (Gadek Capital or the Company), announced The Ministry of International Trade and Industry (MITI) expressed it has no objections to the Proposed Restructuring via its letter dated 14 August 2001, subject to: (i) approval of the Securities Commission ("SC"); (ii) approval of the Foreign Investment Committee (which was obtained on 17 July 2001); and (iii) all the 104,506,000 ordinary shares, representing 30 percent of the enlarged share capital of Gadek Capital are to be offered to Bumiputera investors, whereby its allocation will be decided separately by MITI after the Proposed Restructuring has been approved by the SC. On 13 March 2001, Arab-Malaysian, on behalf of the Board announced that on 12 March 2001, the Company has entered into conditional sale and purchase agreements in relation to the following: (a) proposed acquisition of the entire issued and paid-up capital of Khuan Choo Realty Sdn Bhd (KCR) comprising 16,650,010 ordinary shares of RM1.00 each from Datuk Lim Siew Choon, Sebaya Murni Sdn Bhd, Capt (R) Noziah Bt. Dato' Hj Osman, Zaheera Bt Ahmad, Major (Rtd) Ismail bin Ahmad and Lim Choon Hai for a purchase consideration of RM87,891,467 to be satisfied by way of cash; (b) proposed acquisition of approximately 69.12 percent equity interest of Bukit Rimau Development Sdn Bhd (BRD) comprising 3,455,997 ordinary shares of RM1.00 each (BRD Shares) from Asas Unggul Sdn Bhd (Asas Unggul) for a purchase consideration of RM49,113,513.20 to be satisfied by way of cash and the proposed assignment to Gadek Capital of the advances made to BRD by a director and the holding company of BRD totaling RM30,886,486.80 for a cash consideration of the same amount; and (c) proposed acquisition of the entire issued and paid-up capital of Domain Resources Sdn Bhd (DR) comprising 1,000,000 ordinary shares of RM1.00 each from Hillary Frank Fredericks (for Che King Tow), Wee Beng Aun and Che Kiong Seong for a purchase consideration of RM38,000,000 to be satisfied by way of cash. (the aforesaid acquisitions shall hereinafter be referred to as the Proposed Acquisitions). Subsequently, pursuant to the above, on 27 April 2001, Arab- Malaysian on behalf of Gadek Capital announced that the Company proposes the following: (a) Proposed Bonus Issue of 174,176,464 new ordinary shares of RM1.00 each in Gadek Capital on the basis of one (1) new ordinary share in Gadek Capital for every one (1) existing ordinary share of RM1.00 each in Gadek Capital held after the Proposed Disposal; (b) Proposed Placement of up to 104,158,000 existing ordinary shares of RM1.00 each in Gadek Capital representing approximately 29.9 percent of the enlarged issued and paid-up share capital of the Company after the Proposed Bonus Issue at a placement price to be negotiated with the places; (c) Proposed Offer for Sale of 122,280,000 existing ordinary shares of RM1.00 each in Gadek Capital at a price to be determined later to Directors, employees, to the public and bumiputera investors to be nominated by MITI and/or Malton Corporation Sdn Bhd (Malton); and (d) Proposed increase in the authorized share capital of Gadek Capital from RM200,000,000 comprising 200,000,000 ordinary shares of RM1.00 each to RM1,000,000,000 comprising 1,000,000,000 ordinary shares of RM1.00 each (Proposed Increase In Authorized Share Capital) (The Proposed Acquisitions, Proposed Bonus Issue, Proposed Placement, Proposed Offer for Sale and Proposed Increase In Authorized Share Capital are collectively referred to as the Proposed Restructuring) LIEN HOE: Posts Notice Regarding Defaulted Loans ------------------------------------------------ Lien Hoe Corporation Berhad posted this announcement to keep the loan stockholders informed of the current status of the following defaults pertaining to the Loan Stocks of Lien Hoe in accordance with KLSE Practice Note No. 1/2001: a. Loan Stocks interest from 1 January 2000 to 30 June 2000; b. Loan Stocks interest from 1 July 2000 to 17 August 2000; and c. Maturity and redemption of Loan Stocks due 17 August 2000 Reasons for default in payments As stated in our circular to loan stockholders dated 17 July 2000, the Company was adversely affected by the Asian financial crisis, which resulted in the slowdown of the Malaysian economy in general and the property market in particular. This has affected the Company's ability to pay the Loan Stocks' principal and interest when they fell due. Measures taken to address the default The Company had, on 30 May 2000, received Securities Commission's approval for its restructuring exercise which includes inter-alia, a capital reduction and rights issue of warrants. An amount of RM36.7 million arising from this exercise has been earmarked for partial redemption of the Loan Stocks whilst the balance of RM7.1 million and Loan Stocks interest of approximately RM4.1 million will be repaid via bridging loan from financial institutions. This loan, if approved, will be secured by a charge over the Company's property known as Kompleks Lien Hoe in Johor Baru valued at RM126.976 million as at 4 May 1998. The restructuring exercise has also been approved by the shareholders of the Company at an extraordinary general meeting held on 23 November 2000. Subsequently on 10 January 2001, the High Court of Malaya granted its sanction for the capital reduction, which forms an integral part of the restructuring exercise of the Company. The capital reduction was completed on 15 February 2001 and the other components of the restructuring exercise will be implemented sequentially thereafter. In view of the depressing local stock market condition, which may adversely affect the progress of implementation of the restructuring exercise, the Company is actively pursuing a bonds issue by way of securitization of Kompleks Lien Hoe as an alternative plan. The bonds issue, if successful, will raise sufficient cash for the Company to redeem the Loan Stocks plus any accrued interest in full. Financial and legal implications in respect of the default in payments of the outstanding sums: Under the Company's proposed debt restructuring scheme as facilitated by the Corporate Debt Restructuring Committee, Bank Negara Malaysia, the major lenders to the Lien Hoe Group have agreed to restructure the majority of the Group's debts. This proposal has also the approval by the Securities Commission on 30 May 2000 and the shareholders approval on 23 November 2000. Save as disclosed, there are no other significant financial and legal implications in respect of the default. Lines of action available to the security holders against the Company: The Loan Stocks is secured by a charge over the Company's property known as Kompleks Lien Hoe in Johor Baru valued at RM126.976 million as of 4 May 1998. Loan stockholders will continue to have a claim against the Company in respect of their respective holdings of the Loan Stock. The rights of the registered loan stockholders will continue to be protected by the terms of the Trust Deed, as amended by the Amendment Trust Deed, and will continue to be represented by the Trustee, Universal Trustee (Malaysia) Berhad. MBF CAPITAL: States SC Proposal Requirements Compliance ------------------------------------------------------- Alliance Merchant Bank Berhad, on behalf of the Board of Directors of MBf Capital Berhad, wishes to announce the following: (i) the purchase consideration for the proposed acquisition of Leisure Holidays Berhad is RM75.122 million and Leisure Commerce Square Sdn Bhd is RM43.327 million, subject to the finalization of the audited accounts and due diligence exercise of the respective companies; (ii) there will be no external liabilities to be assumed by Newco arising from the Proposed Acquisitions; and (iii) the Proposals currently have not complied with the minimum land bank requirement pursuant to Chapter 11 of the Securities Commission's Policies and Guidelines on Issue/Offer of Securities. Currently, the land bank owned by the acquiree company is approximately 830 acres. However, MBf Capital will endeavor to meet the said requirement prior to the submission to the Securities Commission. Apart from the above, the Proposals have not departed from the Securities Commission's Policies and Guidelines on Issue/Offer of Securities. NCK CORPORATION: Takeover Proposal Response Positive ---------------------------------------------------- Archer Corporate Services Sdn Bhd, on behalf of NCK Corporation Bhd (NCK) announced the Special Administrators (SA) has received seven proposals for the acquisition of the business and/or assets of NCK. The proposals involve the acquisition of the listed vehicle and/or specific assets of the NCK Group. Like most restructuring schemes, the proposals involve elements of capital reduction, issuance of shares to raise funds and asset injection. The SA's are currently reviewing all proposals received on a private and confidential basis. Thereafter the SA's will prepare a workout proposal, which must be examined by an Independent Advisor and approved by Danaharta after which a meeting of secured creditors will be called to consider and vote on the Proposal. A majority in value of secured creditors present and voting at the meeting must approve the proposal before it can be implemented. Relevant regulatory approvals must also be obtained. With regards to the Requisite Announcement to be made on 26 August 2001, the Company, on 28 July 2001, made an application to the KLSE for an extension of six (6) months to release the Requisite Announcement to the KLSE in view of the moratorium period of one year given to the SA to complete their task and to come up with a workout proposal. RAHMAN HYDRAULIC: MITI Oks Proposals ------------------------------------ Rahman Hydraulic Tin Berhad (RHTB) gladly announced that the Ministry of International Trade and Industry (MITI) had via its letter dated 14 August 2001 approved RHTB's Proposals. The approval from MITI is subject to the approvals from the Securities Commission (SC) and the Foreign Investment Committee (FIC). The Proposals are as follows: (1) Proposed Capital Reduction And Consolidation; (2) Proposed Share Swap; (3) Proposed Debt Reconstruction; (4) Proposed Acquisition Of The White Knight Companies; (5) Proposed Acquisition Of Real Properties; (6) Proposed Restructuring Of Assets Growth Berhad ("AGB") Group; (7) Proposed Renounceable Rights Issue; (8) Proposed Restricted Offer For Sale; (9) Proposed Waiver Of A Mandatory General Offer; and (10) Proposed Transfer Of Listing Status Of RHTB To AGB. TAIPING CONSOLIDATED: Unit Faces Winding Up Petition ---------------------------------------------------- A winding up petition under Section 218 of the Companies Act was presented against Sentul Raya Sdn Bhd ("Company"), a subsidiary of Taiping Consolidated Bhd ("TCB"), on 17th August 2001. The Board of Directors of TCB are of the opinion that there is no basis for the filing of the petition and the petition is frivolous and vexatious and an abuse of process. The Company disputes the alleged debt and the petitioner has obtained no judgment against the Company. Accordingly, the Company has instructed its lawyers to apply to Court to strike the petition and take all necessary action to protect its interest, including the recovery of damages against the petitioner. The total costs of investment of TCB in the Company amounts to RM5.591 million. In the opinion of the Directors, the winding up proceedings is not expected to have any material financial and operational impact on the TCB group of companies. TCB's maximum expected losses, arising from the winding-up proceedings, in the unlikely event that the petition is successful, amounts to RM5.591 million being its total costs of investment in the Company as at the date hereof. The petition was filed by Azman & Tay Associates Sdn Bhd on 12th June 2001 and served on the Company through its solicitors on 17th August 2001 for alleged failure to settle outstanding professional fees owing to it in the sum of RM88,455.67. No other prior action has been filed or judgement obtained against the Company. ===================== P H I L I P P I N E S ===================== ALL ASIA: WB Arm Asks SEC to Liquidate -------------------------------------- World Bank's investment arm, the International Finance Corp (IFC), asked the Securities and Exchange Commission (SEC) to liquidate All Asia Capital and Trust Corp, Inquirer News Service reported yesterday quoting an SEC official. The SEC's opinion was that All Asia should be rehabilitated to help unsecured creditors recover their placements to to recover from a liquidity crunch last year. Officers of IFC, All Asia and SEC met last week, where All Asia informally presented a rehabilitation plan involving capital infusion and debt restructuring, but IFC asserted the plan was not viable. ================= S I N G A P O R E ================= EASYCALL INTERNATIONAL: Liquidates Singapore's Net Data Center -------------------------------------------------------------- EasyCall International Limited decided to liquidate its wholly owned subsidiary in Singapore, EasyCall Internet Singapore Pte Ltd (ECIS). ECIS, which is insolvent, has appointed Don M. Ho of Don Ho and Associates, CPA, as its provisional liquidator. It has found that its Singapore data center no longer fits into its new overall business plan. In the meantime, EasyCall continues to maintain surplus cash of A$29.9 million and its paging businesses in Malaysia and Philippines continue to remain cash positive. It has engaged the services of experienced IT senior staff to introduce value-add managed services and e-business solutions into its data center businesses in the region. The new management team is working to turn the data center businesses around, focusing on high revenue accounts, targeting the medium enterprise market and forming collaborations with regional Applications Service Providers to provide EasyCall customers with applications to develop on-line businesses. KEPPEL CAPITAL: Posts Notice Of OCBC Bank's Interests ----------------------------------------------------- Keppel Capital Holdings Ltd (KCH) made a notice of substantial shareholder Oversea-Chinese Banking Corporation Limited (OCBC Bank)'s interests as follows: Date of notice to company: 17 Aug 2001 Date of change of interest: 16 Aug 2001 Circumstance giving rise to the change: Acceptance of takeover offer Date of Name of No. of Full particulars Interest Registered shares or of each interest Acquired holder amount of and of circumstances stock by reason of which substantial shareholder has interest (see Section 7 & 85) 16 Aug 2001 The Central 1,277,144,811 See Note Below Depository (Pte) Ltd Oversea-Chinese 266,155 Banking Corporation Limited Note : On 12th June, 2001, (OCBC Bank) made voluntary conditional cash offers (the Offers) for all the issued ordinary shares of S$1.00 each (the Share) in the capital of Keppel Capital Holdings Ltd (KCH) and all the outstanding listed warrants issued by KCH. The Offers were declared to be unconditional in all respects on 10th August, 2001. On 16th August, 2001, OCBC Bank made payment in respect of the Shares for which valid acceptance had been received pursuant to the Offers up to 10th August, 2001. As of 16th August, 2001, Eastern Realty Co Ltd, a wholly-owned subsidiary of OCBC Bank, held 118,708 Shares, representing approximately 0.0086 percent of the issued and paid-up share capital of KCH*. Under Section 7 of the Companies Act, Chapter 50 of Singapore (the Companies Act), OCBC Bank is deemed to have an interest in Eastern Realty Co Ltd's holding of 118,708 Shares. On 16th August, 2001, payment was made in respect to the 1,277,292,258 Shares, representing 92.4 per cent. of the issued share capital of KCH, for which valid acceptances had been received pursuant to the Offers up to 10th August, 2001. Accordingly, the 1,277,292,258 Shares paid for were transferred to OCBC Bank. OCBC Bank is deemed to have, in aggregate, an interest in respect of 1,277,410,966 Shares. As a result, OCBC Bank becomes a substantial shareholder of KCH and makes this notification in accordance with Division 4 of Part IV of the Companies Act. * All references in this notification to the "issued and paid-up ordinary share capital of KCH" are based on 1,383,223,575 Shares in issue as of August 6, 2001. =============== T H A I L A N D =============== COUNTRY (THAILAND): Contingent Liabilities Reach Bt190M ------------------------------------------------------- Country (Thailand) Public Company Limited had commitments for capital expenditures relating to development costs in land held for commercial purpose, which is approximately Bt184.47 million. Liabilities in relation to the Letter of Guarantee between Krungthai Bank Plc. and the Metropolitan Electricity and the Provincial Electricity Authority and the Allocation Control commission amounts to Bt5,785,950. COUNTRY (THAILAND): Posts Three-year Financial Status Summary ------------------------------------------------------------- Country (Thailand) Public Company Limited posted the summary of financial status and the result of the operation of the company for the last three years. (Unit : Million Baht) 2000 1999 1998 Total revenues -45.05 300.76 -231.79 Total cost and expenses 316.05 632.54 503.12 Net Profit (Loss) -361.1 331.77 -734.91 Fundamental Profit (Loss) per share -2.98 2.74 -6.06 Amount of Shares 121.250 121.250 21.250 Total Asset 4,179.06 4,185.78 8,508.71 Total Liabilities 13,150.06 12,484.73 1,024.97 Shareholders' equity -8,971.00 8,298.95 -2,516.26 Book Value of Shares -73.99 -68.44 -20.75 The company made losses and lack liquidity and the company is under rehabilitation's process. The detail in relation to the person who might have business conflict. - none - COUNTRY (THAILAND): States Business Reorganization Progress ----------------------------------------------------------- Country (Thailand) Public Company Limited posted the events of Rehabilitation process No.1: * June 28,2000 The Company filed a petition for reorganization of the company's business with the Central Bankruptcy Court * July 28,2000 The Central Bankruptcy Court had ordered for a business reorganization * Aug. 22,2000 The Central Bankruptcy had appointed the company to be the planner. * Feb. 21,2001 The Company submitted rehabilitation plan to Central Bankruptcy Court * March 20,2001 The first meeting of creditors to consider the Rehabilitation Plan * April 11,2001 The second meeting of creditors to consider the Rehabilitation Plan * June 1,2001 The Central Bankruptcy Court issued an order to cancel the business reorganization order in accordance with section 90/48 paragraph four. Events of Rehabilitation process No.2: * June 15,2001 The Sukumvit Asset Management Co., Ltd.,(creditor) has filed a petition for reorganization of the Company business with the Central Bankruptcy Court. * July 16, 2001"The Central Bankruptcy Court has ordered for a business reorganization and appointed Neo World Consultant Co., Ltd to be the Planner. SIAM SYNTECH: Administ'r Posts Business Reorganization Report ------------------------------------------------------------- Siam Syntech Planner Company Limited (Plan Administrator) of Siam Syntech Construction Plc. (Syntec) issued the first Progression Report of Syntec's Business Reorganization Plan, presenting Syntec's operation for the forth quarter, from April 1st, 2001 to June 30th, 2001: PROGRESS REPORT PURSUANT TO THE REORGANIZATION PLAN OF SIAM SYNTECH CONSTRUCTION PLC. Siam Syntech Construction Plc. presents the progress of the Reorganization Plan of Siam Syntech Construction Plc. (Syntec), which was approved by the creditors and the Bankruptcy Court, which will be submitted to the Officer of the Reorganization Monitoring Section. For the purpose of better understanding, this report will be presented in accordance with the principles of the Plan dated December 27th, 2000 and the amended Plan dated February 7th, 2001 as follows: Early Retirement Program Completed Section Pursuant to Clause 5.2.1 of the Plan, relating to Early Retirement Program, in order to maintain Syntec's profitability and competitiveness, Syntec has already laid off 68 employees since June 30, 2001. On this regard, Syntec paid total compensation amount of BT8,475,262. Syntec expects that it will reduce administrative expenses in relation to salary and fringe benefit by approximately BT1.2 million per month. The Refusal of Assets of the Debtor or Contractual Rights Under Progress Section According to clause 7.10.2 of the Plan, Syntec has terminated the following lease contracts, which their underlying assets were identified as non-core assets Lessor Contract No. Assets Sinn Bualuang L001-000053 Power Master Model PM180 L001-000052 Motorized Hoist Unit Nakornthon Leasing LS 630013 Putzmeister Trailer Concrete Pump LS 610127 Rough Terrain Forklift JCB# 537-130 Lessor Contract No. Assets LS 630091 Tower Crane "Wolff" No. 321042 LS 630090 Tower Crane "Wolff" No. 321075 LS 610154 JCB JS130 Excavators # 259377 LS 610191 6 Wheels Truck Crane FC3 JLKA 165 HP Upon the termination process, Siam Syntech Planner Co., Ltd. as the Plan Administrator, has sent the letters of termination to the lessors since May 18th, 2001. In addition, according to clause 1.26 of the amended Plan dated February 7, 2001, Syntec has revoked the applications for issuance of the letter of guarantees and any rights that accompany with the applications as detailed below: Issuer of Letter Letter of Beneficiary Application Of Guarantees Guarantees Date for Letter Number of Guarantees 1. Bank of Ayudhya Pcl. LG-P 1981/2540 (39) Mitsubishi Corporation Jun. 2, 1997 2. Thai Military Bank Pcl. 7613/2537 World Trade Tower Dec. 14, 1994 (Bangkok) Co., Ltd. 3. Thai Military Bank Pcl. 40-12162539 World Trade Tower Aug. 9, 1996 (Bangkok) Co., Ltd. 4. Bangkok Metropolitan Bank Pcl. C37-0334 S.M. Tower Co., Ltd. Apr. 25, 1994 5. Bangkok Bank Pcl. 04/40/50065 Rajdamri Land Co., Ltd. Feb. 28, 1997 (Currently known as Plern Rajdamri Co., Ltd.) 6. Bangkok Bank Pcl. 04/36/50596 BMA Oct. 26, 1993 7. Krung Thai Bank Pcl. G.COP.1051- World Trade Tower Jun. 6, 1994 X25/1994 (Bangkok) Co., Ltd. (Extended on Nov. 12, 1996) Amendment of the MOA and AOA Completed Section * According to clause 7.8.2 of the Plan, Syntec has reduced its registered capital from THB 600 million to THB 3,970,570. null Administrator can submit such shares to the creditors. THAI PETROCHEMICAL: Reorg Petition Filed In Bankruptcy Court ------------------------------------------------------------ Thai Petrochemical Industry Public Company Limited's (Debtor), engaged in petroleum and sale of petrol, Petition for Business Reorganization was filed to the Central Bankruptcy Court: Black Case Number Phor. 2/2543 Red Case Number Phor. 8/2543 Petitioner: Bangkok Bank Public Company Limited and 5 other associates Planner: Effective Planners Company Limited Debts Owed to the Petitioning Creditor: Bt27,263,401,768.87 Date of Court Acceptance of the Petition: January 17, 2000 Court order for business reorganization: March 15, 2000 The creditors are called for a meeting in order to elect the planner on April 19, 2000 at 9.30 a.m. at Queen Sirikit National Convention Center Announcement of Court Order for Business Reorganization and Appointment of the Planner: in Matichon Public Company Limited and Siam Rath Company Limited: April 28, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner: in Government Gazette on May 23, 2000 Deadline for creditors to submit Applications for Payment in Business Reorganization: June 23, 2000 Deadline to object to any Application for Payment in Business Reorganization: July 7, 2000 Deadline for the Planner to submit the plan to the official receiver: August 23, 2000 Deadline for the Planner to submit the plan to the official receiver - postponed 1st: September 25, 2000 Appointment date for Calling on the new Creditors' meeting to consider the Plan: November 27, 2000 at 9.30a.m. the Convention Room 9th Floor, Legal Execution Department, 189/9 Bangkunon Road, Bangkok Noi, Bangkok Court hearing has been set on December 12, 2000 at 13.30 pm. Court had issued the order accepting the reorganization plan: December 15, 2000 and Appointed Effective Planner Company Limited to be as the Plan Administrator Announcement of Court Order for accepting the Business Reorganization Plan and Appointment of the Plan Administrator: in Matichon Public Company Limited and Siam Rath Company Limited: December 27, 2000 Announcement of Court Order for accepting the Business Reorganization Plan and Appointment of the Plan Administrator: in Government Gazette: January 25, 2001 Contact : Mr. Chanin, Tel : 6792512 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, Maria Vyrna Nineza, Editors. Copyright 2000. All rights reserved. ISSN: 1520-9482. 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