/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/010907.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Friday, September 7, 2001, Vol. 4, No. 175 Headlines A U S T R A L I A COLES MYER: Grants Options To John Fletcher DAVNET LIMITED: Signs Convertible Note Subscription Agreement NEWCREST MINING:Signs Option Agreement With Central Kalgoorlie NORMANDY: Debt Ratings Direction Uncertain, Says Moody's QCT RESOURCES: S&P Withdraws Ratings VICEROY RESOURCE: Australian Units In Voluntary Administration C H I N A & H O N G K O N G ASIA SEMICONDUCTORS: Winding Up Sought By Pantage GOLD DELTA: Hearing of Winding Up Petition Set JUSILY ENTERPRISE: Winding Up Petition Slated KUMANO LIMITED: Winding Up Petition Pending MANDARIN RESOURCES: Posts Independent Investigator's Report PACIFIC CENTURY: Withdraws Call Warrants Listing SOUNDWILL HOLDINGS: Loss Widens To HK$53.75M YUE MING: Winding Up Petition Docketed I N D O N E S I A ASTRA OTOPARTS: Selling Stake For US$12M To Pay Debts CHANDRA ASRI: Government Finalizing Debt Restructuring SINAR MAS: Government Assigns Independent CFO J A P A N CRAYFISH CO: Neutral On Hikari Offer SONY CORP: Moody's Rates 'Aa3' On Y150B Bonds, Negative Outlook K O R E A DAEWOO MOTOR: KDB Denies Imminent Signing Of MOU With GM DAEWOO SECURITIES: Selling Czech Unit For $4M INCHON OIL: Officially Declared Bankrupt HYNIX SEMICON: Calls For Government Aid, Blasts U.S. Move HYNIX SEMICONDUCTOR: Hanvit Commits To Staging Rescue Efforts HYUNDAI INVESTMENT: Govt, AIG To Start Contract Talks KOREA LIFE: KDIC To Inject W1.5T M A L A Y S I A AMSTEEL CORPORATION: Proposed GWRS Still In Progress AUTOWAYS HOLDINGS: Restructuring Scheme Nears Finalization IDRIS HYDRAULIC: KLSE Grants Further Workout Time Extension KEMAYAN CORPORATION: In Negotiations For Possible Injection MYCOM BERHAD: Proposed Workout Scheme Submitted to MITI, FIC SRI HARTAMAS: Updates Status To Regularize Financial Condition SISTEM TELEVISYEN: KLSE Grants Announcement Extension TAI WAH: Updates Proposed Restructuring Exercise Status WING TIEK: In Workout Scheme Discussions With White Knights WOO HING: Due Diligence Exercise To Be Completed By Mid Oct P H I L I P P I N E S MAYNILAD WATER: Borrowing P1B To Settle Concessionaire's Debt NATIONAL POWER: Plans To Sell Two Power Barges S I N G A P O R E CAPITALAND LIMITED: Posts Director's Raffles Interest Change CAPITALAND LIMITED: Posts Changes In SingTel's Deemed Interest CAPITALAND LIMITED: Posts Changes In Temasek's Deemed Interest T H A I L A N D ITALIAN-THAI:Business Rehab Petition Filed In Bankruptcy Court ITALIAN-THAI: Posts Q201 Financial Results PREECHA GROUP: Faces Possible Delisting PREMIER PRODUCTS: Petition For Business Reorg Filed In Court SIAM SYNTEC: Incurs Net Loss Of Bt1.198M - - - - - - - - ================= A U S T R A L I A ================= COLES MYER: Grants Options To John Fletcher ------------------------------------------- Coles Myer Ltd announced that John Fletcher's appointment as Managing Director and Chief Executive Officer of the Company commences 10 September 2001. In consideration for his appointment, Fletcher has been granted 2,500,000 options on the following terms: * Five tranches of 500,000 options (total 2,500,000) over Coles Myer ordinary shares. * Strike price of $6.33 (being the average closing price of Coles Myer ordinary shares over the 20 business days prior to the announcement of Fletcher's appointment). * One tranche of 500,000 options will vest on 10 September each year subject to satisfaction of one, or both, of two performance hurdles at the end of the previous financial year. * The performance hurdles will be based on relative total shareholder return (RTSR) in the 50th percentile, or better, in the top 50 industrials, or a minimum required earnings per share growth expressed as a compound annual growth rate (EPSG). * The options will progressively vest according to the level of RTSR or EPSG achieved each year. 50th percentile RTSR or minimum required EPSG (12.5 percent per annum compound) will deliver 250,000 options up to 65th percentile RTSR or upper range EPSG (15 percent per annum compound)that will deliver 100 percent of options (ie 500,000 options). * To the extent that RTSR or EPSG is not achieved, the non- vested options will be carried forward to be retested in following years. DAVNET LIMITED: Signs Convertible Note Subscription Agreement ------------------------------------------------------------- Davnet Limited signed a convertible note subscription agreement with Denford Enterprises Ltd (Denford), a wholly owned subsidiary of The Investment Company of China. The principal terms of the agreement are as follows: AMOUNT 100 million convertible notes at 3 cents per note being a total of $3 million, with an election to subscribe for additional convertible notes up to the sum of $2 million, on the same terms and conditions. The amount of $3 million to be subscribed will include the sum of any amount (presently $1 million) drawn down by Davnet under the $A loan agreement with Denford (Loan Facility), details of which were released to the market on 13 August 2001. INTEREST 8 percent per annum payable 6 monthly in arrears. SUBSCRIPTION DATE Two business days after the satisfaction of all conditions precedent. CONDITIONS PRECEDENT 1. The approval of the issue and conversion of the convertible notes and the issue and exercise of the options referred to below by Davnet's shareholders in general meeting. 2. That Denford has not made a declaration in respect of an event of default under the Loan Facility between Davnet and Denford; and 3. Foreign Investment Review Board approval (if required). If the conditions precedents have not been satisfied by the date by which Davnet must hold its AGM, or such later date as may be agreed by Davnet and Denford, the convertible note subscription agreement will terminate. Any amount drawn down by Davnet under the Loan Facility would then be repayable on or before 15 February 2002, provided no event occurs which requires earlier repayment under the terms of the Loan Facility. CONVERSION Convertible into ordinary shares in Davnet on a one for one basis, at any time, prior to the expiration of 3 years from the date the convertible notes are issued, at the election of the holder. REDEMPTION If not converted by the holder, the convertible notes will be automatically redeemed at face value at the end of 3 years from the date the convertible notes are issued, or earlier, in the following circumstances: 1. If an insolvency event occurs; or 2. Denford notifies Davnet that the convertible notes are to be redeemed, if an unrelated body corporate obtains a relevant interest (as defined by the Corporations Act) in ordinary shares in the capital of Davnet, thereby causing that unrelated body corporate or another unrelated body corporate to hold voting power in Davnet of greater than 20 percent. OPTIONS On the Subscription Date, Denford will also be issued with 100 million unlisted options in Davnet, on the following terms: * Each option is convertible into one ordinary share in Davnet; * Each option will expire 3-years from the date of issue; * Each option has an exercise price of 3 cents. If Denford elects to subscribe for additional convertible notes up to the value of $2 million, Davnet has agreed to issue to Denford, an equal number of options on the same terms as the 100 million options referred to above. NEWCREST MINING:Signs Option Agreement With Central Kalgoorlie -------------------------------------------------------------- The Directors of Central Kalgoorlie Gold Mines Limited (CKGM) announced that the Company has entered into a Deed of Option and Royalty Agreement on its Lake Rebecca property with Newcrest Mining. The option is for 5 years with an exercise price of $1.0m plus a 2.5 percent net smelter return on any future gold production. Options payments over the 5 years total $150,000. A condition of the deed is that Newcrest will spend a minimum of $250.000 in the first 12 months and to that end have indicated that a drilling programme is due to commence immediately. Other conditions such as maintaining the tenements in good standing also apply. LAKE REBECCA CKGM has an extensive tenement holding in the Pinjin region of Western Australia comprising 6 exploration licences, 3 applications for mining leases and 3 exploration licence applications. The area totals some 260 square kilometers and lies to the south of Lake Rebecca. Two of the smaller EL's at Lake Rebecca East (EL 632 and 633) have not been included in the option agreement with Newcrest. The regional Pinjin Fault System runs down the western side of the tenements, with zones of liberalization associated with splays of this major shear zone. A number of significant gold prospects have been identified on the tenements including the Redskin and Bombora prospects. Redskin is a large prospect containing gold liberalization over an area of about 2,000 meters by 3,000 meters. Grades have generally ranged between 0.2g/t Au and 2.5 g/t Au, with better intersections of 19 meters @ 1.77 g/t Au, 4 meters @ 7.83 g/t Au, 9 meters @ 3.64 g/t Au, and 2 meters @ 15.9 g/t Au. Significant grades (>0.1 g/t Au) at the bottom of a number holes combined with the lack of deep drilling means there is excellent potential for a substantial upgrade. Bombara is at an earlier stage with only limited drilling being completed, however intersections of 8 meters @ 4.33 g/t Au and 7 meters @ 2.37 g/t Au are encouraging. Other prospects such as Curl Curl, Butterbox, Dontils and Dead Goat Well add to the attraction of this project. LEFROY TASMANIA Following the withdrawal of Allstate Explorations NL from the Lefroy Joint Venture in February 2001, the board of CKGM has decided to surrender the exploration licence for this property. NORMANDY: Debt Ratings Direction Uncertain, Says Moody's -------------------------------------------------------- Moody's Investors Service placed the Ba1 debt rating of Normandy Finance Ltd (guaranteed by Normandy Mining Ltd (Normandy)) and Ba2 debt rating of Normandy Yandal Operations Ltd (Normandy Yandal) on review with direction uncertain. The rating actions followed an announcement by AngloGold Ltd (unrated) that it intends to make a scrip takeover offer for Normandy. The takeover offer, which is subject to shareholder and certain regulatory approvals, comprises 2.15 of Anglo Gold Ltd shares for every 100 shares of Normandy, for a total value of Normandy of approximately A$3.2 billion. AngloGold Ltd is majority owned by Anglo American Plc (unrated). The rating agency said its review of Normandy and Normandy Yandal will focus on how the companies will be managed going forward, their legal and organizational structures, and the ongoing status of their outstanding debt. The asset base and debt within the AngloGold Ltd and the wider Anglo American group, and the cash flow available to support Normandy's and Normandy Yandal's debt will also be evaluated. Normandy Finance Limited -- US$250 million senior unsecured notes (unconditionally guaranteed by Normandy Mining Limited) rated Ba1 Normandy Yandal Operations Ltd --US$300 million senior unsecured notes rated Ba2 Normandy Mining Ltd, based in Adelaide, Australia, is a major gold mining company with revenues of A$1.32 billion for the 1999-2000 fiscal year. QCT RESOURCES: S&P Withdraws Ratings ------------------------------------ Standard & Poor's withdrew its BBB/Watch Pos/A-2 ratings on QCT Resources Ltd. and the `BBB/Watch Pos' rating on QRL Finance Ltd.'s US$370 million bilateral loan facilities guaranteed by QCT Resources Ltd. The ratings action follows the sale in November 2000 of QCT Resources Ltd. to a 50:50 joint venture by The Broken Hill Proprietary Co. Ltd. (now BHP Billiton Ltd.) and Mitsubishi Development Pty. Ltd., and the subsequent 100 percent ownership by Mitsubishi Development. QCT Resources Limited is solely involved in the mining, treatment and marketing of coal. The Group produces both coking coal, which is sold principally to integrated steel mills around the world for use in steel making, and thermal coal sold to electricity utilities for power generation and to industrial users. VICEROY RESOURCE: Australian Units In Voluntary Administration -------------------------------------------------------------- Viceroy Resource Corporation (TSE:VOY) reports a consolidated loss for the first half of 2001 of $38.3 million or $0.66 per share including the write-down of the Company's investment in its Australian subsidiaries and providing for the corporate guarantees of $27.4 million. Operating cash flow was a loss of $6.5 million or $0.12 per share. Viceroy placed its 100 percent owned subsidiary Viceroy Australia Pty Ltd (VAPL) and Bounty (Victoria) Pty Ltd into Voluntary Administration at which time Viceroy relinquished direction and control of the Australian assets to the Administrator. The final resolution of the values to be derived from the Australian assets is not determinable so Viceroy has written down its entire investment in Australia. The Bounty Mine continues to operate while the Administrator reviews the affairs of the Australian subsidiaries' with a view to providing a report to creditors by September 19, 2001. Viceroy and its North American subsidiaries have reached an agreement with N M Rothschild & Sons (Australia) Limited (Rothschild) and Macquarie Bank Ltd (Macquarie) on a settlement arrangement to relieve Viceroy and its North American subsidiaries of their obligations under agreements guaranteeing certain borrowings and hedging arrangements relating to the Australian operations. The settlement requires: (1) a cash payment of $732,000, $500,000 previously paid and $232,000 upon signing; (2) delivery of, within two business days of receipt of the Toronto Stock Exchange approval: i) 23 million common shares of Viceroy Resource Corporation at a deemed value of $0.20 per common share; ii) common shares and a secured bond the Company holds in NovaGold Resources Inc.; and iii) a note for $3,000,000 issued by Viceroy. The note accrues interest at LIBOR plus 2 percent and is repayable from 60 percent of Viceroy's portion of the free cash flow from the Castle Mountain Mine after November 30, 2001. The notes outstanding after July 31, 2002 are convertible into common shares at the average market price for the previous five days with any remaining note outstanding as of December 31, 2003 converted to common shares. The pro-forma financial position (unaudited) of Viceroy after giving effect to the agreement would be as follows: ASSETS As of Pro Forma June 30, 2001 June 30, 2001 Current assets $ 17,795 1 (232) $ 17,563 Restricted cash 9,205 9,205 Investments 1,608 2(ii) (1,608) - Resource assets 31,907 31,907 Cash appropriated for reclamation 3,189 3,189 ------------- ------------- $ 63,704 $ 61,864 ------------- ------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities $ 16,382 2 (9,440) $ 6,942 Note payable - 2(iii) 3,000 3,000 Deferred revenue 2,592 2,592 Provision for reclamation costs 20,073 20,073 ------------- ------------- 39,047 32,607 ------------- ------------- Shareholders' equity 24,657 2(i) 4,600 29,257 ------------- ------------- $ 63,704 $ 61,864 ------------- ------------- The Company will be in a position to focus on its assets upon completion of the settlement agreement with the banks. Immediate objectives are to ensure that the cash flow to Viceroy is optimized and Viceroy completes an orderly restructuring and down-sizing of Viceroy's overhead to reflect the current status. The short-term focus will be on the North American operations. On a longer term basis renewed focus on exploration opportunities and the identification of new business opportunities to generate cash flow will be given high priority. The Company remains in a position to benefit from improved gold prices and to take advantage of any gold price improvement. OPERATING HIGHLIGHTS 2001 2000 VICEROY'S SHARE- Ounces 88,985 115,657 Cash operating cost (US$/oz.) 266 242 BOUNTY (100 percent)-- Ounces 47,807 58,089 Cash operating cost (US$/oz.) 306 248 CASTLE MOUNTAIN (75 percent) Ounces 35,855 42,847 Cash operating cost (US$/oz.) 241 212 BREWERY CREEK (100 percent) Ounces 10,811 14,721 Cash operating cost (US$/oz.) 199 307 - Viceroy has a 75 percent interest in the Castle Mountain mine -- Up to the time the mine was placed into Voluntary Administration Production during the second quarter at Bounty continued to be negatively affected by an increase in both frequency and magnitude of seismic events in the deeper levels of the mine, the most significant event resulting in the loss of the two entire production levels earlier in the year. At Castle Mountain mining activity in the Oro Belle and Hart Tunnel pits was completed and efforts to remediate pit stability problems in the higher grade Jumbo pits were unsuccessful. In late May mining operations were suspended, residual stockpile ore was crushed and stacked, and trickle down leaching operations and reclamation work began. It's expected that the project will continue to produce gold from leaching operations for approximately 24 months dependent on market (gold price) conditions. Heap leaching continues at Brewery Creek and is expected to continue through 2001 and seasonal mining will not re-commence unless higher gold prices are achieved. Viceroy Resource Corporation is a gold producer with operations in Canada and the United States. Viceroy's shares, trading under the symbol VOY on the Toronto Stock Exchange. Consolidated Balance Sheets as at (expressed in thousands of Canadian dollars - Unaudited) June 30 December 31 2001 2000 ----------------------------- ASSETS Current Assets Cash and cash equivalents $ 4,454 $ 6,257 Cash appropriated for reclamation 2,751 5,218 Marketable securities (Market value 2001: $805 - 2000: $1,386) 484 1,369 Accounts receivable 1,120 2,884 Prepaids and other receivables 1,021 3,710 Assets held for sale 1,290 - Inventories 6,675 11,613 --------------------------- 17,795 31,051 Restricted Cash 9,205 9,875 Investments 1,608 1,608 Resource Assets 31,907 77,760 Cash Appropriated for Reclamation 3,189 - Deferred Financing Costs - 129 --------------------------- $ 63,704 $ 120,423 --------------------------- LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ 2,714 $ 15,198 Preference dividend payable 131 132 Current portion of long-term debt 1,346 16,696 Provision for corporate guarantees 9,440 - Current portion of provision for reclamation costs 2,751 5,218 --------------------------- 16,382 37,244 Deferred Revenue 2,592 4,785 Provision for Reclamation Costs 20,073 19,133 --------------------------- 39,047 61,162 --------------------------- SHAREHOLDERS' EQUITY Share Capital 204,233 204,233 Deficit (185,844) (147,419) Currency Translation Adjustment 6,268 2,447 --------------------------- 24,657 59,261 --------------------------- $ 63,704 $ 120,423 --------------------------- Consolidated Statements of Loss for the Periods Ended, (expressed in thousands of Canadian dollars, except per share amounts - Unaudited) Three Months Six Months June 30 June 30 June 30 June 30 2001 2000 2001 2000 ---------------------------------------------- Sales $ 16,641 $ 23,936 $ 36,941 $ 50,854 ---------------------------------------------- Cost of Sales 16,404 20,755 37,512 46,343 Depreciation and Depletion 2,754 5,501 5,477 12,254 Provision for Reclamation 1,631 701 1,918 1,302 ---------------------------------------------- 20,789 26,957 44,907 59,899 ---------------------------------------------- (4,148) (3,021) (7,966) (9,045) ---------------------------------------------- Expenses (Income) General and administrative 860 1,044 1,626 2,385 Exploration 157 542 866 1,341 Interest and financing charges 251 384 596 832 Royalties 361 461 836 945 Other income (722) (693) (1,236) (828) ---------------------------------------------- 907 1,738 2,688 4,675 ---------------------------------------------- Loss Before the Following 5,055 4,759 10,654 13,720 Write-down of investments/ subsidiaries 17,568 626 17,568 626 Provision for corporate guarantees 9,940 - 9,940 - Loss on sale of marketable securities - - 129 - Write-down of resource assets - 1,701 - 1,701 ---------------------------------------------- Loss before Income Taxes 32,563 7,086 38,291 16,047 Income tax expense 3 178 3 180 ---------------------------------------------- Loss for the Period $ 32,566 $ 7,264 $ 38,294 $ 16,227 ---------------------------------------------- Loss per Share $ 0.56 $ 0.13 $ 0.66 $ 0.28 Average Shares Outstanding 57,664,475 57,664,745 57,664,745 57,655,995 ---------------------------------------------- Consolidated Statements of Deficit for the Period Ended, (expressed in thousands of Canadian dollars - Unaudited) Three Months Six Months June 30 June 30 June 30 June 30 2001 2000 2001 2000 ---------------------------------------------- Deficit - Beginning of Period $ 153,147 $ 111,015 $ 147,419 $ 102,051 Loss for the Period 32,566 7,264 38,294 16,227 Dividend to Preferred Shareholders 131 - 131 - ---------------------------------------------- Deficit - End of Period 185,844 $ 118,279 $ 185,844 $ 118,278 ---------------------------------------------- Consolidated Statements of Cash Flows for the Periods Ended, (expressed in thousands of Canadian dollars - Unaudited) Three Months Six Months June 30 June 30 June 30 June 30 2001 2000 2001 2000 ---------------------------------------------- Operating Activities Loss for the Period $ (32,566) $ (7,264) $ (38,294) $ (16,227) Items not affecting cash: Depreciation, depletion and provision for reclamation 4,426 6,341 7,436 13,693 (Gain)/Loss on disposal of resource properties (115) 67 (493) 67 Deferred revenue recognized in the year(1,109) (1,726) (2,232) (4,037) Write-down of investments/subsidiaries 17,568 626 17,568 626 Provision for corporate guarantees 9,440 - 9,440 - Loss on sale of marketable securities - - 129 - Write-down of resource assets - 1,701 - 1,701 ---------------------------------------------- (2,356) (255) (6,446) (4,177) Changes in non-cash working capital 4,401 (370) 6,294 6,468 ---------------------------------------------- 2,045 (625) (152) 2,291 ---------------------------------------------- Financing Activities Repayment of long-term debt (1,117) (1,704) (1,391) (2,435) Dividend paid to preferred shareholders (131) - (131) - ---------------------------------------------- (1,248) (1,704) (1,522) (2,435) ---------------------------------------------- Investing Activities Proceeds on sale of investments - - 756 - Proceeds from disposal of resource assets 800 - 1,344 - Advances from (to) restricted cash 550 (232) 492 (2,116) Increase in cash appropriated for reclamation (228) (556) (722) (582) Expenditures on resource assets (853) (1,569) (1,453) (3,657) Expenditures on reclamation activities (449) - (449) - ---------------------------------------------- (180) (2,357) (32) (6,355) ---------------------------------------------- Foreign Exchange Loss on Cash Held in a Foreign Subsidiary (293) (104) (97) (340) ---------------------------------------------- Change in Cash and Cash Equivalents 324 (4,790) (1,803) (6,839) Cash and Cash Equivalents - Beginning of Period 4,130 8,426 6,257 10,475 ---------------------------------------------- Cash and Cash Equivalents - End of Period $ 4,454 $ 3,636 $ 4,454 $ 3,636 ---------------------------------------------- ================================ C H I N A & H O N G K O N G ================================ ASIA SEMICONDUCTORS: Winding Up Sought By Pantage ------------------------------------------------- Pantage Limited is requesting the winding up of Asia Semiconductors (H.K) Limited. The petition was filed on July 13, 2001, and will be heard before the High Court of Hong Kong on October 3, 2001 at 9:30 am.. Pantage's registered office is at Room 12, 3rd Floor, Block B, Po Lung Center, 11 Wang Chiu Road, Kowloon, Hong Kong. GOLD DELTA: Hearing of Winding Up Petition Set ---------------------------------------------- The petition to wind up Golden Delta (Holdings) Limited is scheduled for hearing before the High Court of Hong Kong on November 7, 2001 at 9:30 am. The petition was filed with the court on August 3, 2001 by The Kwangtung Provincial Bank of 1st-3rd Floors, Euro Trade Centre, Nos. 13-14 Connaught Road Central, Hong Kong. JUSILY ENTERPRISE: Winding Up Petition Slated --------------------------------------------- The petition to wind up Jusily Enterprise Limited is scheduled to be heard before the High Court of Hong Kong on September 5, 2001 at 9:30 am. The petition was filed on June 20, 2001 by Bank of China, Hong Kong Branch whose principal Hong Kong Branch is at Bank of China Tower, No. 1 Garden Road, Central, Hong Kong. KUMANO LIMITED: Winding Up Petition Pending ------------------------------------------- Kumano Limited is facing a winding up petition, slated to be heard before the High Court of Hong Kong on September 12, 2001 at 9:30 am. The petition was filed on June 26, 2001 by Kincheng Banking Corporation of No. 55 Des Voeux Road Central, Hong Kong. MANDARIN RESOURCES: Posts Independent Investigator's Report ----------------------------------------------------------- The Board of Mandarin Resources Corporation Limited announced that Independent Investigator Charles Chan, Ip & Fung CPA Ltd appointed on 9 August 2001, to investigate the whereabouts of a dividend of HK$8 million declared by Linfield, one of the Group's subsidiaries; the Group's BVI listed share trading subsidiaries; and any other matters which might come to light during the investigation, reported as follows: "1. Linfield, a company incorporated in the British Virgin Islands, is an 80 percent directly owned subsidiary of MRC. Linfield has four subsidiaries, which together are hereinafter collectively referred to as "the Linfield Group". The subsidiaries are listed below: Subsidiaries Place of incorporation Metrix Engineering International Limited Hong Kong Metrix Engineering (China) Limited Hong Kong Metrix E & M Services Limited Hong Kong Metrix Engineering Company Limited Hong Kong The HK$8 million dividend consisted of two components: an interim dividend of HK$3.2 million declared in December 1996 and an interim dividend of HK$4.8 million declared in November 2000. a. Dividend of HK$3.2 Million The said dividend of HK$3.2 million was declared on 9 December 1996 but was eventually paid to MRC on 10 November 2000. Linfield, in the interim, made an unsecured interest-free loan of HK$3.2 million to Jumbo Profit Investments Limited ("Jumbo"), a wholly owned subsidiary of MRC, on 13 August 1997. Jumbo repaid the sum to Linfield on 9 November 2000. Jumbo therefore had the use of the HK$3.2 million interest-free for about 40 months. The dividend of HK$3.2 million was paid into MRC's account maintained with Liu Chong Hing Bank Limited. According to MRC's records, approval to open this account was made in a Board meeting held on 24 July 2000 in which only Ms. Mak Chor Kwan ("Ms. Mak") and Mr. Cheng Kwok Hing, Andy ("Mr. Cheng") were present. [Mr. Mak and Mr. Cheng were directors of MRC then.] Should this be the case, such meeting might be invalid for want of a quorum, since the Memorandum and Articles of Association of MRC prescribe a quorum as being four. b. Dividend of HK$4.8 Million The HK$4.8 million dividend was declared on 6 November 2000 and paid to MRC on 8 November 2000. We would draw MRC Board's attention to the following: (i) the interest-free loan made between Linfield and Jumbo in August 1997 actually deferred the payment of the dividend of $3.2 million to MRC for almost 40 months. (ii) regarding the HK$8 million cash drawn from MRC's bank account by 2 crossed cheques payable to Jumbo in November 2000, we have not been provided with proper documentation, nor were there any MRC Board minutes, to substantiate that such fund transfers had been authorized or carried out for the MRC Group's collective benefit. This $8 million, together with other funds in its accounts, according to the accounting records of Jumbo, had been made use of for Jumbo's general securities trading activities. 2. Other Findings Subsequent to the Preliminary Report of the Independent Investigator dated 12 August 2001: a. Management of Securities Trading Subsidiaries' Business By a letter dated 16 August 2001, Mr. Yeung Kang Lam ("Mr. Yeung") [a Director] informed the Board that he had not given any instructions to Mr. Cheng to conduct operations of the securities trading subsidiaries. In the letter, Mr. Yeung did not, however, deny that he had given instructions to other directors of the securities trading subsidiaries to conduct operations of those subsidiaries. However, a solicitors firm representing the securities trading subsidiaries' directors, on the same date, issued a letter to MRC stating that at all material times, the directors of the subsidiaries including Mr. Cheng, had had instructions from Mr. Yeung to manage the businesses of the subsidiaries. The letter also stated that Mr. Yeung was fully aware of the situation and operations thereof. Furthermore, Mr. Yeung would, in his personal capacity and on behalf of the board of directors, be responsible for the collection of accounts receivable and negotiations with any party involved in connection with the transactions of the subsidiaries. We have been unable to clarify these disparate statements because Mr. Yeung, who would appear to be in a position to provide answers, was not in Hong Kong for the period from 16 to 25 August 2001, the specified period agreed for this phase of our investigation. We would like to state that the trading activities conducted by these subsidiary companies as more detailed mentioned in our Report dated 12 August 2001, prima facie, may have constituted notifiable or even major transactions. We cannot rule out the possibility that some or all of these transactions, especially those relating to investments in unlisted securities, may have involved connected persons, given the nature and circumstances under which the transactions were conducted. We have been unable to identify any evidence of compliance with the requirements of the Listing Rules and / or Listing Agreement. c Acquisition of M-Star Limited Goalstar Holdings Limited, a wholly-owned subsidiary of MRC, had acquired a 60 percent equity interest in M-Star Limited ("M- Star") from various vendors of which one was an ex-director of MRC, i.e. Mr. Wong Man Him ("Mr. Wong"), in April 2001. As a valuation report and legal due diligence documents are available, and the acquisition had apparently been properly approved by the Board and members' meeting on 10 April 2001, we have not gone into details relating to this acquisition and will not do so unless specifically instructed to. c. Service Agreements with Directors, Consultant and Staff During the course of our investigation, we have reviewed the terms of appointment of directors and general staff of MRC as well as those of a consultant. We noted that almost all service agreements were made in June 2001, with their periods of service retrospectively dated back to the first day of service of the directors, consultant and staff concerned in MRC. According to the minutes of a Board meeting held on 24 July 2001, it was resolved, inter alia, that the service agreements of Messrs. James So, Yau Tak Fu, Chan Sze Tsung and Tsang Wai Kwok, all of whom were directors of MRC, should be declared, with the agreement of the directors concerned, null and void. Such was the case. Accordingly, this report has concerned itself only with the agreements of Mr. Yeung , Ms. Yau Wai Fan, International Customs and Business Consultants Limited ("ICBC") [a firm which was to provide consultancy services to the Company] and its appointed consultant, Mr. Tong Kang Sing ("Mr. Tong") and members of MRC's staff. In summary, we would bring the following to the Board's attention: (i) In Mr. Yeung's agreement , a substantial annual salary is specified and payable monthly. A director's fee of a substantial sum [$2 million] per year is also specified but this fee is then inconsistently described as "bonus" in the latter part of that clause. By the service agreement dated 14 June 2001, Mr. Yeung agreed to serve as Executive Director and Chairman of the Company for a fixed term of four years retrospectively commencing on 28 September 2000, notwithstanding that the Memorandum & Articles of Association of the Company specifically stipulate that one- third (1/3) of the directors shall retire from office by rotation every year. Accordingly, Mr. Yeung's appointment for four years is in apparent conflict with the Memorandum & Articles of Association of the Company. The authority to approve directors' remunerations is vested in the shareholders of the Company. At the AGM of the Company held on 30 November 2000, the shareholders delegated their responsibility to the Board. Despite the Company's serious cash flow problems, the service agreement generously provided Mr. Yeung with a basic salary of a substantial sum per annum and a fixed bonus/fee of a substantial sum per annum regardless of the Company's performance and profitability. (ii) Ms Yau Wai Fan ("Ms Yau") Ms Yau's service agreement defines her as an Executive Director. However, we understand from the records of Board and other meetings of the Company, that she very seldom attended such meetings or indeed the Company's office and appeared to contribute little to the management of the Company. We therefore feel that she is in fact not playing a full-time role nor did she take any executive responsibility in the Company. Accordingly, it would appear doubtful for her to be considered an Eligible Employee who would be entitled either to salary or to share options granted under the Company's Share Option Scheme. It was subsequently discovered that no Board approval had been obtained in respect of Mr. Yeung's agreement. This agreement together with those of all other directors were declared null and void at a Board meeting held on 21 July 2001. All directors, except Mr. Yeung and Ms. Yau, agreed to abide by the Board's decision. (iii) A service agreement was entered into between ICBC and MRC whereby Mr. Tong was assigned to work for MRC as ICBC's appointed consultant. As explained by the MRC management, by looking at the actual day-to-day service rendered by Mr. Tong to the Company generally, and the fact that he was appointed Executive Director and then the Chairman of M-Star Limited, as a representative of MRC, and granted share options like other executive directors and full time employees of the Company, one may conclude that the consultancy agreement between ICBC and the Company was not a genuine one as entered into on a principal-to- principal basis. It could be construed as a personal service agreement between Mr. Tong and the Company. It follows that Mr. Tong's role was equivalent to that of an Executive Director and member of the Board of Directors of MRC. i.e. he was a "shadow director", who would therefore be responsible with other Board members for the management of MRC, including responsibility for all decisions taken by the Board during the period of the Service Agreement between ICBC and MRC. (iv) For general staff , the agreements or employment letters contained an uncommon condition that requires three (3) months notice or three (3) months compensation in lieu of notice in case of termination. These unusual terms would bring abnormal cost to the Group. Three directors of MRC [Mr Ip Yun Kit, Mr Chan Kin Sang and Mr Ng Kai Shing, all of whom were appointed on 31st July, 2001], conducted interviews with staff members on 29 and 30 August 2001. In the interview, certain staff indicated that they had been told to sign the employment letters with no explanation being given to the change in termination lead-time from one month to three months. This change in the termination terms, which covered even the most junior staff, was effected in June 2001, soon after Mr. Yeung's 500,000,000 shares in MRC held in the name of his wholly-owned company, Interactive Spirit Limited, were sold by the mortgagee on 4 June 2001 to 369 Holdings Ltd., a company wholly controlled by Mr. Chen Chak Man. We consider that the change in termination terms would at least create difficulties for any new management and for the Group as a whole since the Group would have either to incur a greater sum in compensation or to suffer from a much longer termination period if termination were to be effected. Mr. James So had explained to us that he was instructed by Mr. Yeung, through the Assistant Director Administration, Mr. Danny Ho, who has since left MRC, to have these employment letters signed with staff immediately, in order to rectify an omission whereby staff transferred from time to time from Mr. Yeung's privately owned companies were only given verbal agreements on transfer to MRC. Mr. James So said that he had been assured that the new employment letters incorporated the same terms as those previously entered into by staff with Mr. Yeung's private companies, and he was not aware of the change in the termination terms at that time, nor had his attention been drawn to this aspect. It appears that nearly all these agreements or employment letters were drawn up and signed in haste, without giving the parties concerned, especially staff members, a fair chance to peruse the documents before signing. We suggest that the Board should take legal advice to consider the validity of these agreements/ employment letters. (d) Investments in Securities Trading Subsidiaries Our Preliminary Report contained, inter alia, our findings in respect of the five wholly-owned subsidiaries of MRC whose principal business was trading in securities. We have been given access to the books of accounts of these subsidiaries from which we can confirm that investments were made in Anwill Investments Limited, Eastrip Development Limited, Fu Tai Vacationing Village Development Limited and Tenin Investments Limited as set out in our Preliminary Report. We have seen extracts from valuation reports for each of these investments, other than Fu Tai Vacationing Village Development Limited, compiled by Messrs. Chung, Chan & Associates, and we also understand that MRC has instructed solicitors to conduct, or cause to be conducted, legal due diligence in respect of these unlisted investments." PACIFIC CENTURY: Withdraws Call Warrants Listing ------------------------------------------------ Pacific Century CyberWorks Limited advised market participants that the 2001 European style cash settled call warrants listing relating to issued ordinary shares of HK$0.05 each in the Company issued by Credit Lyonnais Financial Products (Guernsey) Limited (stock code: 2229) will be withdrawn after the close of business Thursday (6/August/2001). SOUNDWILL HOLDINGS: Loss Widens To HK$53.75M -------------------------------------------- Property company Soundwill Holdings' loss widened to HK$53.75M for the first half of the year, compared with a HK$14.27M loss in the period last year. While profit from operations fell 53 percent to HK$18.7M, finance costs rose 32.9 percent to HK$73.4M. Losses per share wee 1.72 HK cents, against 0.59 HK cents previously. No interim dividend was recommended. Below is the interim financial statement announcement: Year end date: 31/12/2001 Currency: HK$ (Unaudited) (Unaudited) Last Current Corresponding Period Period from 1/1/2001 from 1/1/2000 to 30/6/2001 to 30/6/2000 ('000) ('000) Turnover : 43,922 183,342 Profit/(Loss) from Operations : 18,762 39,882 Finance cost : (73,404) (55,238) Share of Profit/(Loss) of Associates: - (427) Share of Profit/(Loss) of Jointly Controlled Entities : - - Profit/(Loss) after Tax & MI : (53,730) (14,271) percent Change over Last Period : N/A EPS/(LPS)-Basic : (1.72 cents) (0.59 cent) -Diluted : - - Extraordinary (ETD) Gain/(Loss) : - - Profit/(Loss) after ETD Items : (53,730) (14,271) Interim Dividend per Share : NIL NIL (Specify if with other options) : - - B/C Dates for Interim Dividend : N/A Payable Date : - B/C Dates for (-) General Meeting : N/A Other Distribution for Current Period : N/A B/C Dates for Other Distribution : N/A Remarks: (1) Diluted Earnings per share No diluted loss per share has been presented for the two periods because the conversion/exercise of the outstanding potential ordinary shares would have been anti-dilutive for the two periods. (2) Change in presentation of comparative figures Certain comparative amounts have been reclassified to conform to the current period's presentation. There is no impact on the Group's results for the previous year. YUE MING: Winding Up Petition Docketed -------------------------------------- The petition to wind up Yue Ming Motors Trading Co. Limited is scheduled before the High Court of Hong Kong on October 24, 2001 at 9:30 am. The petition was filed on July 23, 2001 by Sin Hua Bank Limited of 2A Des Voeux Road Central, Hong Kong. ================= I N D O N E S I A ================= ASTRA OTOPARTS: Selling Stake For US$12M To Pay Debts ----------------------------------------------------- Automobile manufacturer and distributor PT Astra Otoparts planned to sell its 45 percent stake in PT EDS Manufacturing Indonesia to its joint-venture partner Yazaki Corporation for US$12.6 million, AFX-Asia via COMTEX reported Wednesday. The company said that half of the proceeds would be used to repay debts and the other half to strengthen working capital and finance its expansion programs. It said the planned sale is dependant on approval from the company's shareholders' meeting scheduled for October 5. CHANDRA ASRI: Government Finalizing Debt Restructuring ------------------------------------------------------ The government planned to finalize the debt restructuring of PT Chandra Asri this week, AFX-Asia via COMTEX reported Wednesday referring to information from the Minister of Industry and Trade, Rini Suwandi. "The decision was expected to be made at a meeting of the Financial Sector Policy Committee, which comprises several senior economic ministers," she added. Chandra Asri owes around US$723 million to a foreign creditor consortium led by Japan's Marubeni Corp and another US$464 million to the Indonesian Bank Restructuring Agency. SINAR MAS: Government Assigns Independent CFO --------------------------------------------- The government will place an independent chief financial officer to control Sinar Mas Group's cash flow guaranteed at Indonesian Bank Restructuring Agency (IBRA) and will go after Eka Tjipta Wijaya's personal guarantee as well, Bisnis Indonesia reported Thursday citing State Enterprises Minister Laksamana Sukardi. "Let's hope the man we appointed will work for IBRA and not end up working for the shareholder," Laksamana said. Laksamana added that IBRA wanted to have assets that are free from other creditors' claims. "Asset assessment is quite complicated. Asset value usually occurs after a few months," he added. IBRA Chairman I Putu Gede Ary Suta stated that efforts are being made to control the company's guaranteed cash flow. "To be frank, there were a number of companies that failed to comply to their previous agreements," Putu said. Some of SMG's assets which are already under IBRA's control include, Indah Kiat, Tjiwi Kimia, Indo Deli Pulp and Paper, and a number of Eka Mas Fortune s land and buildings, Indah Kiat's land and buildings, Puri Nusa Eka Persada, Lontar Papyrus, Indo Deli Pulp and Paper; Tjiwi Kimia's land and building. Putu said IBRA continues to identify other assets to be included as asset guarantee. Putu added that they asked SMG to release its stake in Indomilk and PT Enkel to service its debts, which are due on September 20 worth US$26 million. According to Putu, IBRA still required personal guarantees on behalf of Eka Tjipta Widjaja even if Sinar Mas Group already hands over the 145 percent asset guarantee to pay its US$1.3 billion debts to PT Bank Internasional Indonesia Tbk. ========= J A P A N ========= CRAYFISH CO: Neutral On Hikari Offer ------------------------------------ The troubled e-mail provider Crayfish Co Ltd said that it would neither recommend nor oppose investor Hikari Tsushin Inc's offer to buy 2,750 of the Company's shares, Reuters reported Wednesday. The company believed that the strengthening of their capital ties with Hikari Tsushin and would boost the efficiency of the companies' group management. "But after considering various factors, including our current management environment and the market environment we are faced with, we have decided to take a neutral stance on the tender offer," the company added. Hikari said on Tuesday it was offering Y900,000 per share, way above the company's current share price. The purchase would increase Hikari's majority stake in the firm to 67.19 percent from 40.29 percent. Hikari Tsushin, also a mobile-phone subscription agent, seized control of Crayfish in June after a management dispute, sending five representatives to replace its president and four other board members. Ailing Crayfish incurred a net loss of Y5.96B in the nine-month period to the end of June. It is hopeful that on August it could record a charge of Y3.2B in its fourth quarter for cost-cutting measures. SONY CORP: Moody's Rates 'Aa3' On Y150B Bonds, Negative Outlook --------------------------------------------------------------- Moody's Investors Service assigned Aa3 ratings to Sony Corporation's Yen 100 billion domestic unsecured regular bond due 2006 and Yen 50 billion domestic unsecured regular bond due 2011. The rating outlook is negative. The negative rating outlook reflects Moody's concern that Sony's electronics products division will not be able to sustain past good profitability until its game division - another main profit source - starts profit contributions again. Sony's electronics products division incurred operating losses for the 1st quarter of fiscal year March 2002. A significant portion of the losses arose from a recall of defective mobile phones and restructuring charges at its fully consolidated subsidiary, AIWA Co., Ltd. However, Moody's points out that Sony's audiovisual products such as TVs, digital still cameras, as well as semiconductors are also suffering from the slowdown of the world consumer electronics market and increasing price competitions. Sony's game division is expected to turn profitable in fiscal year March 2002 after start up losses in the previous year. However, if the recent decline of Sony's electronics division were to continue, this could have a negative effect on the overall performance of the company. Sony Corporation, headquartered in Tokyo, Japan, is one of the world leading manufacturers of consumer electronics products. ========= K O R E A ========= DAEWOO MOTOR: KDB Denies Imminent Signing Of MOU With GM -------------------------------------------------------- The Korea Development Bank, Daewoo Motor's main creditor, denied Wednesday the news of an imminent signing of a memorandum of understanding (MOU) with General Motors mentioned by some Korean government officials, Korea Herald reported Thursday. The KDB said that talk of the Seoul government entering the last stage of MOU-level negotiations with GM was wrong, sending confusing signals about the protracted takeover deal. "A top policymaker's remarks that Seoul and GM are in the process of fine-tuning contents of an MOU for the takeover of Daewoo Motor can not be confirmed at present," a statement said. "Press reports of such remarks, regardless of their truth, may have grave impact on the ongoing talks with GM." A spokesman for the Ministry of Finance and Economy also confirmed that Minister Jin Nyum's alleged comment on an MOU with GM was somewhat misinterpreted. DAEWOO SECURITIES: Selling Czech Unit For $4M --------------------------------------------- Daewoo Securities signed a contract to sell its Czech Republic- based affiliate to Corfina, a Czech leasing firm, at around $4 million. The sale of the overseas affiliate is part of corporate restructuring, Korea Herald reported on September 6. Daewoo Securities has sold off numerous overseas affiliates and the company is in talks with foreign investors over the sale of a stake holding worth $50 million in three foreign banks, which are located in Hungary, Rumania, and Uzbekistan. INCHON OIL: Officially Declared Bankrupt ---------------------------------------- Inchon Oil Refining Co was officially declared bankrupt Wednesday by its main creditor Hanvit Bank. Inchon failed to honor W504.7 million in bills, which matured Tuesday, and filed for court receivership Saturday after it failed to honor W44 billion in crude oil import bills due Friday, the Korea Herald reported on September 6. In July, Hyundai Oil Refinery, Inchon Oil's largest shareholder, refused to participate in the creditor-led financial assistance package for the ailing Inchon Oil. HYNIX SEMICON: Calls For Government Aid, Blasts U.S. Move --------------------------------------------------------- Hynix Semiconductor Wednesday called for the government's aid to rescue the company from its debt crisis. Hynix also criticized the United States move against creditors' plans to provide a new financial assistance package as an "infringement on economic sovereignty," the Korea Herald reported Thursday. "It is in the interest of the national economy that the government steps in to curb the market from sustaining further setbacks, even under a capitalist economy," the report said. The report said the government could use its influence on the market to protect a weak national industry. The report followed a "strongly worded" letter from the U.S. government to Seoul, detailing complaints from Micron Technology concerning the move by Korean creditor banks to arrange a debt- for-equity swap for cash-strapped Hynix. HYNIX SEMICONDUCTOR: Hanvit Commits To Staging Rescue Efforts ------------------------------------------------------------- Hanvit Bank will do its best to save Hynix Semiconductor Inc from bankruptcy. Hanvit also plans to remove about 2.5 trillion won in non-performing bank loans by year's end in a bid to make its books cleaner, Korea Herald reported on September 6, quoting Hanvit Bank president Lee Duk-hoon. "As a bank in charge of corporate restructuring, Hanvit will do its part in rescuing companies. There is no change in Hanvit's policy toward Hynix." Lee said. Should the memory chipmaker get back on track through a bailout program, Hanvit will do its utmost to provide financial aid to Hynix, the bank chief stressed. "It is desirable to revive Hynix if there is a possibility of its survival because handling Hynix is not a matter of a single company, but an issue affecting the national economy," Lee said. "All creditors should join hands in bailing Hynix out." "It will not take long for creditor banks to work out an aid program though they are now considering whether to participate in the bailout," he said. KEB and Salomon Smith Barney, Hynix's financial advisers, have proposed that the creditors of the troubled company reschedule about 7 trillion won worth of its debts, including a debt-for- equity swap of 3 trillion won, in order to keep it going. HYUNDAI INVESTMENT: Govt, AIG To Start Contract Talks ----------------------------------------------------- The government and the American International Group (AIG)-led consortium will begin final negotiations for signing the official contract next week, Korea Herald reported on September 6, which quoted the Financial Supervisory Commission (FSC). "Although we have yet to reach a definite date, in order to sign the official contract at the end of next month, the government and the AIG-led consortium should initiate final stage negotiations at by least next week," said one FSC official. Last month, the two parties finally signed the memorandum of understanding (MOU) on the long-delayed joint-investment venture into Hyundai Investment Trust & Securities (HITS) and two other financially troubled Hyundai affiliates - Hyundai Securities and Hyundai Investment Trust Management (HITM). Under the MOU, the government is to invest W800 billion in HITS to acquire a 45 percent stake and W100 billion in HITM. AIG, for its part, must invest W1.1 trillion in the three Hyundai units by investing 600 billion won in HITS, W100 billion in HITM and W400 billion in Hyundai Securities by acquiring a controlling 29.5 percent stake. The negotiations for inking the final official contract between the Korean government and AIG would be handled by representing lawyers, according to the FSC official, though involved government officials may be compelled to fly to New York to carry out the deal more smoothly. KOREA LIFE: KDIC To Inject W1.5T -------------------------------- The Korea Deposit Insurance Corp (KDIC) has decided to inject W1.5 trillion in public funds into Korea Life Insurance, with the state-run agency to sign a memorandum of understanding (MOU) with the life insurer on a new restructuring plan, in return for the fund injection, Korea Herald reported Wednesday. Under the new MOU, Korea Life has to raise its solvency margin ratio to 46.9 percent by the end of fiscal 2005. The insurer is also required to lower its ratio of bad loans to total loans to 3.4 percent by the end of fiscal 2005. The life insurer is also obliged to carry out a tough restructuring plan, including an organizational overhaul and asset improvement. Should Korea Life fail to carry out the promised restructuring, its senior executives will be subject to punitive measures, the state-run agency said. Eager to sell Korea Life before the end of the year, the government decided to provide the funds to make it more attractive to the possible bidders. =============== M A L A Y S I A =============== AMSTEEL CORPORATION: Proposed GWRS Still In Progress ---------------------------------------------------- The Directors of Amsteel Corporation Berhad (the Company) announced: (1) The proposed group wide restructuring scheme announced on 5 July 2000 (Proposed GWRS) is still in progress; and (2) By order of the High Court of Kuala Lumpur made on 23 August 2001, the time within which the Company, Lion Corporation Berhad, Lion Land Berhad, Angkasa Marketing Berhad and certain of their respective subsidiaries (Scheme Companies) are at liberty to convene the scheme. AUTOWAYS HOLDINGS: Restructuring Scheme Nears Finalization ---------------------------------------------------------- On behalf of the Board of Directors of Autoways Holdings Berhad (AHB or the Company), by Arab-Malaysian Merchant Bank Berhad (Arab-Malaysian) announced that the Company is still in the midst of finalizing the Proposed Restructuring Scheme announced on 16 August 2001. Once finalized, an appropriate announcement will be made in due course. On behalf of the Board, Arab-Malaysian also revealed that approval for the application to the Kuala Lumpur Stock Exchange for an extension of time to make the Requisite Announcement, i.e. an announcement of its plans to regularize its financial condition, for a further period of three (3) months, as announced on 24 August 2001, is still pending to-date. Apart from the above, Arab-Malaysian, on behalf of the Board, announced that there has been no change to the status of AHB's plan to regularize its financial position. IDRIS HYDRAULIC: KLSE Grants Further Workout Time Extension ----------------------------------------------------------- On behalf of Idris Hydraulic (Malaysia) Berhad (IHMB or the Company), Commerce International Merchant Bankers Berhad (CIMB) announced that the Kuala Lumpur Stock Exchange (KLSE) had, via its letter dated 3 September 2001, granted a further extension of time until 25 October 2001 to obtain all approvals necessary for the implementation of the Proposed Restructuring Exercise. Upon the submission of the revised Proposed Restructuring Exercise to the relevant authorities, IHMB would need to make a separate application to the KLSE to seek an additional extension of time from the KLSE to obtain all the approvals necessary for the implementation of the revised Proposed Restructuring Exercise. In addition, IHMB is further required to provide the KLSE with detailed progress reports on the development and/or latest status of the revised Proposed Restructuring Exercise by the following dates: (i) First progress report by 12 September 2001 on any development between IHMB's application letter dated 14 August 2001 and 11 September 2001; and (ii) Second progress report by 17 October 2001 on any development between 11 September 2001 and 16 October 2001. On 19 June 2001, CIMB announced that IHMB had applied to the KLSE to seek for an extension of time until end October 2001 to obtain all approvals necessary for the implementation of the Proposed Restructuring Exercise. Accordingly, on 7 August 2001, on behalf of IHMB, CIMB announced that the KLSE had vide its letter dated 2 August 2001 granted an extension of time until 25 August 2001 for IHMB to do the following: (a) revise the Proposed Restructuring Exercise; (b) make a requisite announcement to the KLSE; and (c) submit its revised Proposed Restructuring Exercise to the regulatory authorities for approval. As IHMB is still in the midst of finalizing a new Debt Restructuring Agreement (DRA) with the various lenders of IHMB and certain of its subsidiaries (Lenders) to give effect to a revised Proposed Restructuring Exercise, on 14 August 2001, IHMB applied to the KLSE for further extension of time to meet the requirements set by the KLSE in its letter dated 2 August 2001. KEMAYAN CORPORATION: In Negotiations For Possible Injection ----------------------------------------------------------- Kemayan Corporation Berhad (KCB or the Company) announced that it is still in discussion with parties with assets for possible injection of fresh funds, and accordingly, in the midst of formulating a restructuring plan to regularize its financial condition. The Company had, on 9 August 2001, applied to the Kuala Lumpur Stock Exchange (KLSE) for an extension of three (3) months, i.e. until 23 November 2001 for the Company to release its Requisite Announcement. The KLSE has via its letter dated 3 September 2001 approved an extension of time for two(2) months i.e. from 23 August 2001 to 22 October 2001 to enable the Company to announce its Requisite Announcement. The Company is also required to provide KLSE with detailed progress reports on the development and/or latest status of the regularization exercise by the following dates: a) 1st progress report by 12 September 2001 on any development between the Company's application letter dated 8 August 2001 and 11 September 2001; and b) 2nd progress report by 17 October 2001 on any development between 11 September 2001 and 16 October 2001. MYCOM BERHAD: Proposed Workout Scheme Submitted to MITI, FIC ------------------------------------------------------------ The Board of Mycom Berhad announced that there has been no change in status of the restructuring exercise as yet following the submission of the revised proposed restructuring scheme to the Securities Commission on 20 July 2001. Meanwhile, applications to the Ministry of International Trade and Industry (MITI) and Foreign Investment Committee (FIC) were made on 30 August 2001. SRI HARTAMAS: Updates Status To Regularize Financial Condition -------------------------------------------------------------- The Special Administrators of Sri Hartamas Berhad reported to the Kuala Lumpur Stock Exchange that the necessary due diligence exercises are presently being carried out pursuant to the Reconstruction Agreement executed between FACB Resorts Berhad and the Special Administrators on the restructuring proposal of Sri Hartamas Berhad. The Special Administrators shall disclose further details of the said restructuring proposal upon submission of the proposal to the Securities Commission for approval. SISTEM TELEVISYEN: KLSE Grants Announcement Extension ----------------------------------------------------- Sistem Televisyen Malaysia Berhad announced that the Kuala Lumpur Stock Exchange (KLSE), via its letter dated 30 August 2001 has approved an extension of 2 months from 23 August 2001 to 22 October 2001 to enable the Company to make the Requisite Announcement regarding its proposed restructuring scheme. On 9 August 2001, the company revealed its proposed restructuring scheme had been aborted. As such, the Company, via their letter dated 14 August 2001, sought the KLSE's approval to allow an extension of time for the Requisite Announcement to allow the Company to comply with paragraph 5.0 of PN4 of the KLSE Listing Requirements. TAI WAH: Updates Proposed Restructuring Exercise Status ------------------------------------------------------- Tai Wah Garments Manufacturing Berhad (TWGB or the Company) updated the status of its proposed restructuring exercise to regularize its financial condition for the month ended August 2001: * The Securities Commission (SC) has in its letter dated 3 August 2001 approved the Company's Proposed Restructuring Scheme subject to certain conditions. * The SC approved the proposed exemption to Dato'Jaffar bin Ahmad Indot, Shamshuddhuha bin Ishak, Alafas Sdn. Bhd., Rusli bin Tambi, Koh Ten Kee, Koh Chee Nan and Real Platinum Sdn. Bhd. ("collectively known as the parties acting in concert") on 14 August 2001, from having to undertake a mandatory general offer for the remaining shares not owned by them under Practice Note 2.9.3 of the Malaysian Code on Takeovers and Mergers, 1998. WING TIEK: In Workout Scheme Discussions With White Knights ----------------------------------------------------------- The Board of Directors of Wing Tiek Holdings Berhad (WTHB) informed that WTHB is still in discussion with potential "White Knights" in relation to WTHB Group's restructuring scheme. In connection with the Company's application for an extension to make the Requisite Announcement, the Board is pleased to inform that the Exchange has, via their letter dated 3 September 2001, approved a two (2) month extension. The deadline has been moved from 26 August 2001 to 25 October 2001, to enable WTHB to make its Requisite Announcement to the Exchange for public release. Background On 31 March 1998, WTHB and its subsidiaries had defaulted in the payment of credit facilities due to financial institutions amounting to approx. RM505m. This default was mainly due to the suspension or withdrawal of credit facilities by financial institutions and the Group's losses of RM274m for the financial year ended 31.7.97. On 23.3.98, the Company and its four subsidiaries were granted a restraining order from the High Court under Section 176 of the Companies Act, 1965, restraining the bankers and certain creditors from commencing proceedings or continuing to proceed with any court action. At their respective creditors meetings held on 15.9.99, the scheme creditors of WTHB and these subsidiaries approved the proposed scheme. The scheme involves capital reduction, rights issue, debt reconstruction and repayment and disposal of assets. The capital reduction would reduce the Company's issued and paid-up capital from RM68.1m to RM17m. Subsequently, on 28 August 2000, the SC rejected the proposed scheme, citing it is not comprehensive enough to address the financial problems faced by WTHB. On 27.9.2000, the Company applied for an extension to revert to the SC with an appeal addressing the concerns raised in the rejection, which was approved by the SC on 10.10.2000. As WTHB still could not revert to the SC by 31.12.2000, the SC had agreed to extend the deadline further to 30.06.2001. Currently, WTHB is still in discussion with interested parties taking the "White Knight" role and is in the process of reviewing the business and assets to be injected into WTHB WOO HING: Due Diligence Exercise To Be Completed By Mid Oct ----------------------------------------------------------- Woo Hing Brothers (Malaya) Berhad (WHB) revealed that a restructuring plan based on its revised assets has been formalized. The due diligence advisors were appointed on 16 August 2001 and the due diligence on the revised assets commenced on 22 August 2001. The due diligence exercise is expected to be completed by mid-October 2001. Profile WHB offers a wide range of watches. It has Agency Rights (exclusive rights) for the distribution of selected brands of time pieces in Malaysia and Dealership Rights (exclusive and non-exclusive rights to be dealers for selected brands of time pieces in Malaysia). These Agency and Dealership Rights have no expiry period and terms of renewal. The Agency Rights allow WHB to appoint other retailers as dealers whilst the Dealership Rights are assigned solely to the WHB Group. The Group has also expanded into the wholesale of watches. The origins of WHB may be traced to Woo Hing (Singapore) Pte Ltd, in Singapore. Its first retail outlet in Kuala Lumpur was established at Jalan Bukit Bintang in November 1951. From this beginning, the WHB Group now has nine retail outlets in Kuala Lumpur and Petaling Jaya. Effective 2 March 2000, Pengurusan Danaharta Nasional Bhd appointed Special Administrators for the Company to assume full control of the Company's affairs and assets. The Special Administrators entered into a MOU with Jiwa Ragam Sdn Bhd on 28 August 2000, with a view to restructure the Company so as to settle and/or manage its debts. ===================== P H I L I P P I N E S ===================== MAYNILAD WATER: Borrowing P1B To Settle Concessionaire's Debt ------------------------------------------------------------- The Metropolitan Waterworks Sewerage System (MWSS) is planning to borrow some P1 billion from commercial and government banks to cover for Maynilad Water Services Inc's debts, Inquirer News Service reported on September 5, which cited a ranking MWSS official. According to the official, MWSS received proposals from the Development Bank of the Philippines, Philippine National Bank, Equitable PCI Bank Inc and Citibank NA. The MWSS is borrowing money to pay for debts that Maynilad has refused to pay unless it is allowed to raise its rates by at least P4.75 per cubic meter. NATIONAL POWER: Plans To Sell Two Power Barges ---------------------------------------------- National Power Corp (Napocor) will auction its two power barges in Mindanao with a rated capacity of 100 megawatts each, ABS-CBN News reported on September 5, which quoted company president Jesus N. Alcordo. "We decided to bid them out. We expect to complete the process by November this year," Alcordo said. The sale of the barges was necessary to trim the company's losses of P12.5 billion in 2000 on higher financing cost, foreign exchange depreciation and costly power purchases. Alcordo said Napocor is losing P1.6 billion annually for the operations of the two barges. Napocor's power utilities based on industry estimates cost around $1 million for every one megawatt. The two power stations, commissioned in 1994, are Mindanao Barge # 117 in Nasipit, Agusan del Sur, and Mindanao Barge # 118 in Maco, Davao del Norte. ================= S I N G A P O R E ================= CAPITALAND LIMITED: Posts Director's Raffles Interest Change ------------------------------------------------------------ Capitaland Limited posted a notice of changes in the subsidiary director's interest in Raffles Holdings Limited, as follows: Name of director: Jennifer Loh Date of notice to company: 04 Sep 2001 Date of change of interest: 31 Aug 2001 Name of registered holder: Jennifer Loh Circumstance giving rise to the change: Others Details: Sale of shares in Raffles Holdings Limited (RHL) in open market at own discretion. RHL is a subsidiary of CapitaLand Limited and is listed on the SGX. Shares held in the name of registered holder No. of shares of the change: 30,000 percent of issued share capital: 0.001 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: see below No. of shares held before change: 30,000 percent of issued share capital: 0.001 No. of shares held after change: 0 percent of issued share capital: 0 Holdings of Director including direct and deemed interest Deemed Direct No. of shares held before change: 0 30,000 percent of issued share capital: 0 0.001 No. of shares held after change: 0 0 percent of issued share capital: 0 0 Total shares: 0 0 Details of transactions: 1) 25,000 shares in RHL sold at 48.5 cents each 2) 5,000 shares in RHL sold at 49 cents each Based on 2,080,000,000 RHL shares issued as at 5 September 2001. CAPITALAND LIMITED: Posts Changes In SingTel's Deemed Interest -------------------------------------------------------------- Capitaland Limited posted a notice of changes in substantial shareholder Singapore Technologies Pte Ltd's deemed interest, as follows: Name of substantial shareholder: Singapore Technologies Pte Ltd Date of notice to company: 04 Sept 2001 Date of change of interest: 31 Aug 2001 Name of registered holder: CDP: Vickers Ballas & Co Pte Ltd Circumstance giving rise to the change: Sales in open market at own discretion Shares held in the name of registered holder No. of shares of the change: 555,000 percent of issued share capital: 0.022 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: $1.9300 No. of shares held before change: 705,500 percent of issued share capital: 0.028 No. of shares held after change: 150,500 percent of issued share capital: 0.006 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 330,130,338 1,197,123,933 percent of issued share capital: 13.11 47.55 No. of shares held after change: 329,575,338 1,197,123,933 percent of issued share capital: 13.09 47.55 Total shares: 329,575,338 1,197,123,933 Name of substantial shareholder: Singapore Technologies Pte Ltd Date of notice to company: 04 Sept 2001 Date of change of interest: 31 Aug 2001 Name of registered holder: CDP: Vickers Ballas & Co Pte Ltd Circumstance giving rise to the change: Open market purchase Shares held in the name of registered holder No. of shares of the change: 705,000 percent of issued share capital: 0.028 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: $1.9570 No. of shares held before change: 500 percent of issued share capital: 0.00002 No. of shares held after change: 705,500 percent of issued share capital: 0.028 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 329,425,338 1,197,123,933 percent of issued share capital: 13.09 47.55 No. of shares held after change: 330,130,338 1,197,123,933 percent of issued share capital: 13.11 47.55 Total shares: 330,130,338 1,197,123,933 CAPITALAND LIMITED: Posts Changes In Temasek's Deemed Interest -------------------------------------------------------------- Capitaland Limited posted a notice of changes in substantial shareholder Temasek Holdings (Private) Limited's deemed interest, as follows: Name of substantial shareholder: Temasek Holdings (Private) Limited Date of notice to company: 04 Sept 2001 Date of change of interest: 31 Aug 2001 Name of registered holder: CDP: Vickers Ballas Circumstance giving rise to the change: Sales in open market at own discretion Shares held in the name of registered holder No. of shares of the change: 555,000 percent of issued share capital: 0.022 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: $1.9300 No. of shares held before change: - percent of issued share capital: - No. of shares held after change: - percent of issued share capital: - Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 1,597,839,771 percent of issued share capital: 63.47 No. of shares held after change: 1,597,284,771 percent of issued share capital: 63.45 Total shares: 1,597,284,771 0 Name of substantial shareholder: Temasek Holdings (Private) Limited Date of notice to company: 04 Sept 2001 Date of change of interest: 31 Aug 2001 Name of registered holder: CDP: Vickers Ballas Circumstance giving rise to the change: Open market purchase Shares held in the name of registered holder No. of shares of the change: 705,000 percent of issued share capital: 0.028 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: $1.9570 No. of shares held before change: - percent of issued share capital: - No. of shares held after change: - percent of issued share capital: - Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 1,597,134,771 percent of issued share capital: 63.45 No. of shares held after change: 1,597,839,771 percent of issued share capital: 63.47 Total shares: 1,597,839,771 0 =============== T H A I L A N D =============== ITALIAN-THAI:Business Rehab Petition Filed In Bankruptcy Court -------------------------------------------------------------- Italian-Thai Development Public Company Limited revealed the resolutions made by the Board of Directors' meeting no. 1/2544 held on September 4, 2001 at 10.00 am. The Company filed a petition with the Bankruptcy Court Business Rehabilitation on Sep 4 , 2001. The details are as follows : (1) The parties who file the petition: Italian-Thai Development Public Company Limited and The Siam Commercial Bank Public Company Limited (2) Information of the proposed planner - Name of the planner: ITD Planner Company Limited - The Board of Directors of ITD Planner Co., Ltd. consisting of the following person: (a) Mr. Premchai Karnasuta (b) Mrs. Nijaporn Charanachitta (c) Mr. Sirichai Sombutsiri (d) Mr. Sarunthorn Chutima The directors letter a and b are the member of Italian-Thai Development Public Company Limited's Board of directors. (3) Major elements of the Rehabilitation Plan: To be notified ITALIAN-THAI: Posts Q201 Financial Results ------------------------------------------ Italian-Thai Development Public Company Limited (ITD)posted its reviewed quarterly financial statements: Reviewed Ending June 30 (In thousands) Quarter 2 For 6 Months Year 2001 2000 2001 2000 Net loss 2,342,951 152,765 2,680,482 390,346 EPS baht 9.37 0.61 10.72 1.56 Since ITD has publicly released its financial statements for the period ending 30 June 2001, the SET, therefore, lifted an `NP' sign and `SP' sign posted on ITD's securities and replaced it with an `NR' sign effective from the first trading session of 5 September 2001 onwards. PREECHA GROUP: Faces Possible Delisting --------------------------------------- The Stock Exchange of Thailand (SET) lifted the `NP' (Notice Pending) sign posted and replaced it with an `NR' sign on the securities of Precha Group Public Company Limited (PRECHA) effective 5 September 2001 onward after PRECHA publicly released to the SET and investors its financial statements. Unfortunately, the SET still posted an `SP' sign on the securities of PRECHA because it is facing the possible delisting. SET has posted the `NP' sign on PRECHA on 15 August 2001 because it failed to submit its financial statement for the period ending 30 June 2001 by the specified deadline. On August 22, 2001, the SET posted an `SP' (Suspension) sign because PRECHA failed to submit its financial statement within five working days after the SET first posted an `NP' sign against its securities. PREMIER PRODUCTS: Petition For Business Reorg Filed In Court ------------------------------------------------------------ The Petition for Business Reorganization of Premier Products Company Limited (DEBTOR), engaged in production, sales and service of goods, was filed to the Central Bankruptcy Court: Black Case Number Phor. 15/2543 Red Case Number Phor. 20/2543 Petitioner: PREMIER PRODUCTS COMPANY LIMITED Debts Owed to the Petitioning Creditor: Bt 990,279,500.00 Planner: Premier Planner Company Limited Date of Court Acceptance of the Petition: April 3, 2000 Date of Examining the Petition: May 1, 2000 at 9.00 A.M. Court Order for Business Reorganization and Appointment of Planner: May 1, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner: in Matichon Public Company Limited and Siam Rath Company Limited on May 16, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner: in Government Gazette on June 15, 2000 Deadline for Creditors to submit Applications for Payment in Business Reorganization: July 18, 2000 Deadline to object Applications for Payment in Business Reorganization: August 1, 2000 Deadline for the Planner to submit the Business Reorganization Plan to the Official Receiver: September 15, 2000 Appointment Date of the Creditors' Meeting for the Plan Consideration: November 17, 2000 at 9.30 am. Meeting room no. 1104, Bangkok Insurance Building The meeting had a resolution accepting the reorganization plan Court issued an Order Accepting the Reorganization Plan: November 27, 2000 and Appointed Premire Planner Company Limited to be as a Plan Administrator Contact: Mr. Chanin Tel 6792512 SIAM SYNTEC: Incurs Net Loss Of Bt1.198M ---------------------------------------- Siam Syntech Construction Public Company Limited posted Consolidated Financial Statements as of 30 June 2001, as follows: Audited Ending June 30 (In thousands) For year Year 2001 2000 Net profit (loss) (1,198,373) (1,500,076) EPS (baht) (32.19) (37.78) The Company's incurred a net loss of Bt1,198.37 million which is decreased loss by Bt301.70 million or 20.11 percent last year. The loss resulted from the reduction of cost of sales and services, selling and administrative expenses, unrealized loss on impairment of securities and share of loss from related parties. 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, Roy Tabamo, Editors. Copyright 2000. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. *** End of Transmission ***