/raid1/www/Hosts/bankrupt/TCRAP_Public/021122.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

         Thursday, November 22, 2002, Vol. 5, No. 232

                         Headlines




A U S T R A L I A

COLES MYER: Lew Loses Re-election, But Promises Vigilance
HENRY WALKER: Second Profit Warning Causes Shares to Dive
HIH INSURANCE: Liquidator Turns to U.S. Firms for Cash Recovery


C H I N A   &   H O N G  K O N G

MLK CARGO: High Court to Hear Wind Up Petition Next Year
PCCW LTD.: Cuts 500 More Jobs Before Ending 'Major Realignment'
TOPPY UNDERWEAR: Wind Up Petition to be Heard December 11
WOODSMAN LIMITED: Hearing on Wind Up Petition Set for Dec. 11


I N D O N E S I A

PAITON ENERGY: Unit Placed on CreditWatch with Positive Outlook


J A P A N

FUJITSU LIMITED: China Plants Considered for Reorganization
ISUZU MOTORS: Carmaker to Sell $83M in Shares
PRIMA MEAT: Returns to Y755M Profit in First Half
NIPPON SHINPAN: President Resigning Due to Payoff Allegations
NISSAN DIESEL: Shares Down 2.7% After FY02 Outlook

NISSAN DIESEL: Posts Y457M Net Loss
SEGA CORPORATION: Back to US$8.3 Profit in the First Half

* Key Credit Indicators For Japanese Corporations Have Weakened
* R&I to Review Ratings for Four General Trading Firms


K O R E A

CHOHUNG BANK: Shareholder's Seeking Sale Injunction
CHOHUNG BANK: IMF Supports Government Stake Sale Plan
HYNIX SEMICONDUCTOR: Aims To Reduce Loan Loss Provisions to 80%
HYNIX SEMICONDUCTOR: To Discuss Restructuring Scheme Next Week
HYNIX SEMICONDUCTOR: Signs Formal Contract To Sell Hydis

KOREA ELECTRIC: Expects Power Tariffs to Rise 13%


M A L A Y S I A

NCK CORPORATION: Posts Details of Debt Restructuring Plan
SELOGA HOLDINGS: Posts Modification to ICULS Transaction
SOUTHERN PLASTIC: Posts Details of Debt Restructuring Plan


P H I L I P P I N E S

DMCI HOLDINGS: Posts 9-Month P160M Net Loss
MANILA ELECTRIC: Customer Refund Ranges From P8B to P28B
MANILA ELECTRIC: PSE Probes Trading
MANILA ELECTRIC: No Bailout For Meralco, Camacho Says
NATIONAL POWER: PSALM Forges New Deal to End NPC-PGI Dispute

PHILIPPINE LONG: Workers Protest Traffic Exchanges' Closure
PHILIPPINE LONG: Undisrupted Operations Planned During Strike


S I N G A P O R E

ACI TECHNOLOGY: Enters Voluntary Liquidation
DATACRAFT ASIA: Slashing 1,400 Workers During Next Six Months
FDS NETWORKS: Issues Profit Warning
UNITED OVERSEAS: Voluntarily Winding Up Unit
UOB KAY: Unit Enters Liquidation


T H A I L A N D

CH KARNCHANG: Tax Scam Could Slow Recovery Momentum

     -  -  -  -  -  -  -  -

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


COLES MYER: Lew Loses Re-election, But Promises Vigilance
---------------------------------------------------------
He may have lost his seat in the Coles Myer board, but Solomon
Lew vowed to change the retailing giant, claiming that he had
gained this "mandate."

In a lengthy speech Wednesday, which included calls for the
restoration of the discount card and the acknowledgement that he
would probably lose the vote, Mr. Lew said he had been targeted
for carrying out his duties.

He then warned the board and management that as a shareholder he
would remain vigilant, and said the message from all
shareholders was clear: "Look out for our interests - that is
what you are paid to do."

Asked if he would accept the shareholder vote, Mr. Lew replied:
"When you get approximately 170,000 households filling in
proxies and voting for you, that gives you some kind of mandate.
I'm not going to let those 170,000 shareholders down, so I think
that answers the question.

"They're Mr. and Mrs. Australia, they are the people that
count," Mr. Lew said.

According to the Sydney Morning Herald, Mr. Lew's close ally and
sole supporter inside the boardroom, tax lawyer Mark Leibler,
narrowly retained his seat, securing 57 percent of the 599
million proxies cast before the meeting.  This included the
support of 67 million undirected proxies cast in Mr. Leibler's
favor by chairman Rick Allert.

For Mr. Lew, the vote ended a controversial era at Coles Myer
that included a stint as executive chairman and the introduction
of the wildly popular shareholder discount card, scrapped by the
current board earlier this year.

The paper says he won his board seat after the merger of GJ
Coles and Myer Emporium, lasted through the controversial reign
of Brian Quinn, the resurgence of the supermarkets division, the
demise of Myer Grace Bros, and in 1995 survived a boardroom
upheaval after revelations about the so-called Yannon
transaction.

Despite Mr. Lew conceding defeat, there are speculations that
his camp will launch a legal challenge to the validity of blue
voting forms given to shareholders at the meeting.  The anti-Lew
bloc, for its part, has also pointed to possible irregularities
in the yellow proxy forms lodged by Mr. Lew's supporters.

Mr. Lew has served on the board for 17 years.


HENRY WALKER: Second Profit Warning Causes Shares to Dive
---------------------------------------------------------
Mining and engineering contractor Henry Walker Eltin cut
Wednesday its full year profit forecast for fiscal 2003 to AU$11
million from a high of AU$17.2 million, causing its shares to
tumble during the day's trading, Shaw Online says.

The company says restructuring costs and the settlement of a
contract dispute necessitated the profit warning.  A non-
recurring charge of AU$6 million pre-tax will be incurred as a
result of settling the SET4 highway contract dispute. Settlement
will release AU$33 million of cash to reduce debt.  The company
has no further exposure.  There is also a one off charge of AU$4
million pre-tax related to redundancies & restructuring, the
report says.

Chief executive officer Bruce James said: "The earnings revision
we have announced [Wednesday], in conjunction with the SET4
resolution, largely reflects the additional costs that have been
necessary to establish a sound footing for future growth."

Henry Walker Eltin posted its first loss in 15 years in
September after its results were hit by poor operational results
at some contracts in Australia, and insufficient work in
Indonesia and the Americas, Shaw Online says.

The stock has fallen from highs of AU$1.67 in February but
remains above September's low of 66c.  Shares finished
Wednesday's trading at 84c.


HIH INSURANCE: Liquidator Turns to U.S. Firms for Cash Recovery
---------------------------------------------------------------
With entrepreneur Brad Cooper claiming this week that his assets
are mostly encumbered, HIH Insurance liquidator is now looking
at U.S. heavyweights in his quest to recover money for
creditors.

According to the Sydney Morning Herald, Tony McGrath is
targeting next investment legend Warren Buffett's Berkshire
Hathaway and investment bank Goldman Sachs.

Mr. Cooper had told lawyers for HIH liquidator, Tony McGrath,
that most of his assets were encumbered and all of his private
companies were unprofitable.

In contrast, Berkshire Hathaway is the world's third-largest
reinsurance company, mainly through the two arms being targeted
by Mr. McGrath, General Cologne Re and National Indemnity.

Berkshire bought GCR in late 1998, shortly after GCR signed a
contract with local insurer FAI, which the HIH royal commission
has heard was a sham designed to manipulate FAI's June 1998
accounts, the paper says.

The special commission probing the insurer's collapse had been
told that a second controversial contract was directly
negotiated by Ajit Jain, who runs National Indemnity and has
been described by Mr. Buffett as its "guiding genius."

Goldman Sachs Australia was represented at the commission by its
former managing director, Malcolm Turnbull, and former
executive, Russell Pillemer.  The commission heard that an
internal Goldman Sachs memo dated September 7, 1998 valued FAI's
"true" net assets at $20 million.

A week later, the bank was retained by the FAI board to advise
on a takeover bid by HIH and produced a formal valuation of
AU$237 million.

Mr. McGrath has told representatives of the creditors that he is
also considering calling FAI directors.

Meanwhile, according to the paper, the liquidator is still
pursuing Allianz for AU$125 million, the sum the German insurer
agreed to pay to buy HIH out of a joint venture shortly before
its collapse.

The paper also says negotiations are continuing with Hannover Re
relating to cashing in a controversial reinsurance contract
signed by HIH in 1999. Mr. McGrath is also considering suing the
re-insurer over a separate contract cashed in just before
liquidation.

In the meantime, businessman Ben Tilley, who shared a $2 million
"spotters fee" with Mr. Cooper for an HIH property deal, which
did not proceed, is expected to appear today before the inquiry,
according to the paper.



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


MLK CARGO: High Court to Hear Wind Up Petition Next Year
--------------------------------------------------------
A petition seeking the wind up of MLK Cargo Service Co. Limited
is scheduled for hearing before the High Court of Hong Kong on
January 8, 2003 at 9:30 in the morning.

Tong Ching Sum of Flat 17, 20/F., Hon Chung House, Wan Hon
Estate, Kwun Tong, Hong Kong filed the petition on October 25,
2002.  Tam Lee Po Lin, Nina represents the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.


PCCW LTD.: Cuts 500 More Jobs Before Ending 'Major Realignment'
---------------------------------------------------------------
PCCW Ltd. promised Wednesday an end to "major realignment
exercises" after announcing the redundancy of 529 employees from
different departments.

The company said the layoff was the last major move under its
present strategic realignment plans, which included among others
a voluntary subcontracting program and the setting up of wholly
owned unit, Cascade Ltd.

It also stated the strategic alignment was necessary to achieve
its aim of transforming the company from a traditional service
provider into an information technology and telecommunications
company seeking new revenues both in Hong Kong and across Asia.

Earlier this week, the company announced it was transferring
around 3,000 staff to Cascade, cutting the salaries of 75% of
those transferred by an average of 10%. Prior to Wednesday's
announcement, the group had retrenched around 1,840 employees
since March last year.


TOPPY UNDERWEAR: Wind Up Petition to be Heard December 11
---------------------------------------------------------
Toppy Underwear Manufacturing Company Limited faces a winding up
petition, which the High Court of Hong Kong will hear on
December 11, 2002 at 9:30 in the morning.

Lo Wai Kwan of Flat 5, 7/F., Tai Wai Building, 99 Ivy Street,
Tai Kok Tsui, Kowloon, Hong Kong filed the petition on October
7, 2002.  Tam Lee Po Lin, Nina represents the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.


WOODSMAN LIMITED: Hearing on Wind Up Petition Set for Dec. 11
-------------------------------------------------------------
The High Court of Hong Kong will hear on December 11, 2002 at
9:30 in the morning the petition seeking the wind up Woodsman
Limited.

Poon Lai Yan of Flat 3, 6/F., Chun Yat House, Ko Chun Court, Yau
Tong, Hong Kong filed the petition on October 7, 2002.  Tam Lee
Po Lin, Nina represents the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.



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


PAITON ENERGY: Unit Placed on CreditWatch with Positive Outlook
---------------------------------------------------------------
Standard & Poor's retained Tuesday its 'CC' rating on Paiton
Energy Funding B.V.'s US$180 million secured loan, guaranteed by
P.T. Paiton Energy Co., but placed it on CreditWatch with
positive implications.

"This action reflects material progress in the company's
multiphase restructuring process, including amendments in power
purchase and fuel supply agreements and restructuring of debts
with commercial banks and export credit agencies, its current
servicing of debt, the phased increase in electricity tariff
from Perusahaan Umum Listrik Negara (PLN), the state-owned
utility, and the continued growth in peak electricity demand at
9.2% per year since 1997," the rating agency said.

S&P notes that the company had been able to obtain unanimous
agreement from commercial bank creditors and export credit
agencies to a debt restructured package featuring extended
maturity and reduce interest rates.

"The progress in the restructure involving multiple parties is
encouraging and will provide a framework for the project with
more certainty. Standard & Poor's will review the details,
documentation, and cash flow generating ability under the new
restructured terms and conditions in the coming weeks to give a
more affirmative opinion on the credit standing of PE," said
Greg Pau, Director at Standard & Poor's Corporate &
Infrastructure Rating Group.

PE owns and operates a 1,230 megawatt coal-fired power plant in
East Java, Indonesia. The company signed a binding term sheet in
December 2001 with PLN (effective from January 2002) as a step
toward finalizing changes to its power purchase agreement. The
company's power plant has been operating under an interim
agreement with PLN since February 2000, and has been dispatching
electricity at full load since July 2002.

For more information, contact Erly Witoyo (Singapore) (65) 6239-
6321 or Greg Pau (Singapore) (65) 6239-6303



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


FUJITSU LIMITED: China Plants Considered for Reorganization
-----------------------------------------------------------
Fujitsu Ltd., Japan's second biggest telecommunications-
equipment maker, said it will sell some overseas plants and may
reorganize production in China to cope with slowing demand from
phone operators.

Fujitsu will spin off a division of a Texas business and move
some functions to a plant in Kawasaki, Japan, Fujitsu
spokeswoman Naomi Ogawa said, confirming a Nihon Keizai
newspaper report. It will also sell a plant in Springvale,
Northern Ireland to a U.S. electronics maker, she said.

The Tokyo-based Company has three plants in Nanjing, Xian and
Suzhou, and may combine them in Suzhou, the Nihon Keizai said,
citing unidentified Company officials. Ogawa wouldn't confirm
the report. Fujitsu expects its telecommunications equipment
business will post a loss for a second year in a row in the year
ending March 31. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue
No. 231, November 21, 2002)


ISUZU MOTORS: Carmaker to Sell $83M in Shares
---------------------------------------------
Isuzu Motors Ltd. will sell 10 billion yen ($83 million) in new
shares to General Motors Corp. as part of a transaction in which
the world's largest automaker will reduce its stake in the
Japanese truck manufacturer.

General Motors will buy 90.09 million new shares at 111 yen
each, Isuzu said in a press release. The transaction will take
place on Dec. 24 and Dec. 25, Isuzu said.

General Motors will also cancel 619.017 million shares it
already owns in Isuzu on Dec. 25, Isuzu said. The U.S.-based
automaker has already written down the value of its existing
stake in Isuzu.  After the transactions have been completed
General Motors will own 12 percent of Isuzu's shares.

Isuzu has been struggling to return to profit as demand for
commercial vehicles in Japan hits record lows. The Company's
four main banks including Mizuho Corporate Bank Ltd. agreed to
swap 100 billion yen in debt for equity to aid Isuzu's recovery.

General Motors will take majority stakes in Isuzu's two diesel
engine units, U.S.-based DMAX Ltd. and Poland-based ISPOL, a
move some analysts say may reduce operating profit flowing to
Isuzu. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 231,
November 21, 2002)


PRIMA MEAT: Returns to Y755M Profit in First Half
-------------------------------------------------
Prima Meat Packers Limited posted a profit of 755 million yen in
the first half of this year through September, versus a loss of
6.07 billion yen in the same period of last year, due to cost
cutting efforts, Kyodo News said on Wednesday.

The major meat processor said it benefited from cost cuts in
areas such as procurement, inventories and distribution.


NIPPON SHINPAN: President Resigning Due to Payoff Allegations
-------------------------------------------------------------
Yoji Yamada, the President of Nippon Shinpan Co. Limited, will
resign from his post to take responsibility for Company payments
to racketeers. He will quit when his replacement is found in
December. He maintains he did not know of the payments,
suspected to total 80 million yen and occurring since late 1991.

Twenty officials from the Tokyo metropolitan police entered the
headquarters of Nippon Shinpan in central Tokyo last week over
alleged payoffs to an underworld racketeer.

The debt-ridden consumer credit firm is currently under a
rehabilitation program to March 2005.

Nine people were arrested on November 16 in connection with the
firm's cash payments to the suspected racketeer, Kikuo Kondo.
The racketeer was among those arrested. The other eight under
arrest are current and former officials at the credit company,
including senior managing director Yoshihisa Oshio, the report
said.


NISSAN DIESEL: Shares Down 2.7% After FY02 Outlook
--------------------------------------------------
Shares of Nissan Diesel declined 2.7 percent at 72 yen on
Thursday and may remain weak after Wednesday's first half net
loss and the fiscal year's outlook.

Bargain-hunting scarce as wider special losses, due to lump-sum
disposal of likely irrecoverable loans to clients, exacerbating
financial standing.

The truck maker sees group net loss of 4 billion yen for the
fiscal year to March.


NISSAN DIESEL: Posts Y457M Net Loss
-----------------------------------
Nissan Diesel Motor Co. posted a group net loss for 4.57 billion
yen in the first half of this year through September, compared
to a profit of 226 million in the previous year, because of a
weak demand for its large trucks due to the depressed economic
outlook.


The group net balance fell into the red because it had to set
aside large provisions for sales credits that may become un
collectible due to the weak economy.


SEGA CORPORATION: Back to US$8.3 Profit in the First Half
---------------------------------------------------------
Sega Corporation earned 1.01 billion yen (US$8.3 million) in the
six months ending September, versus a loss of 20.87 billion yen
in the same period of last year, Nando Times reports.

Sales totaled 95.1 billion yen ($777 million), down nearly 3
percent from 97.8 billion yen a year ago. Sales dropped 36
percent overseas, although sales in Japan edged up 6 percent.

Sales in the arcade-game division were up 17 percent, thanks to
the popularity of games in Japan using trading cards. Sales of
consumer games were down 19 percent as online and sports games
failed to sell as briskly as the Company had hoped.

The software maker, the creator of the Sonic the Hedgehog
character, sold 810,000 games in Japan, falling short of the
1.14 million it had hoped to sell. U.S. sales totaled 2.56
million games, below its target of 3.6 million.


* Key Credit Indicators For Japanese Corporations Have Weakened
---------------------------------------------------------------
Standard & Poor's Ratings Services recently announced that that
key credit indicators for Japanese corporates have weakened, and
warned that further downgrades of financially stressed companies
were likely.

In its fourth annual survey of corporate credit trends in Japan,
expanded to cover 499 Japanese corporates in 2002, Standard &
Poor's observed a deterioration in the earnings and cash flow of
Japanese corporations during fiscal 2001, amid increasingly
difficult economic conditions.

"We expect to see further downgrades of financially weaker
companies unless firms take rapid steps to improve their weak
earnings structures and reduce their high debt burdens," said
Daisuke Fukutomi, a director of Standard & Poor's Corporate
Ratings group in Tokyo, and the author of the survey published
on Thursday.

The survey found that key financial ratios of Japanese companies
rated by Standard & Poor's remain on par with those of U.S.
firms in the 'BB' category, with median funds from operations
(FFO) to total debt at about 12 percent, and total debt to
capital at around 58 percent.

Of the 210 Japanese corporations Standard & Poor's currently
rates, 31 are in the 'B' category or below. These companies
cannot adequately service debt through internally generated cash
flow, and must rely on continued support from creditors to roll
over existing debt. Under the current deflationary environment,
a small rise in the current exceptionally low funding costs
would cause the financial standing of such entities to weaken
even further, making it more difficult for them to obtain
support from banks and heightening the risk of default.

An indication of a Company's vulnerability to changes in the
banking environment is provided by the key financial ratios
presented in Standard & Poor's survey. In the past, Japanese
companies that defaulted on some or all of their obligations
were rated in the 'B' and 'CCC' categories well before they
encountered serious financial difficulties, and suffered from
persistently weak financial profiles prior to default.

Signs of financial difficulties include:

  -- Large operating and restructuring losses;
  -- Negative free cash flow;
  -- A rapid depletion of financial cushioning in the form of
equity and cash assets;
  -- Total debt to capital of over 75 percent; and
  -- FFO to total debt of less than 5 percent.

"Downgrades to 'D' (default) and 'SD' (selective default) could
become more common as banks decide to withdraw support to
financially weak companies, particularly those in the mid-to-low
'B' to 'CCC' categories," Mr. Fukutomi said.

During the first 10 months of 2002, 21 of the 210 Japanese
corporations rated by Standard & Poor's were downgraded,
compared with 23 downgrades over the 12 months of 2001.

There were also some favorable developments in the Japanese
corporate sector, as 10 companies were upgraded during the 10-
month period compared with four in 2001, reflecting measurable
progress in their business and financial restructuring. However,
some of the upgrades were typically from very low levels or a
result of industry consolidation and integration with stronger
players.


* R&I to Review Ratings for Four General Trading Firms
------------------------------------------------------
Rating and Investment Information, Inc. (R&I), has launched a
review of ratings for the four general trading firms Marubeni
Corp., Nichimen Corp., Nissho Iwai Corp., and Tomen Corp.
General trading firms, which are involved in intermediary
trading and distribution and investments and loans, require a
large volume of funds due to the nature of their operations, and
they rely on Japanese banks for the majority of their fund
procurement.

There has been a marked decline in the financial strength of
Japanese banks that are burdened with non-performing loans
(NPLs), and concerns are mounting that the capacity of middle
and lower ranked general trading firms to procure funds will be
restricted in the future. R&I has determined that it will be
necessary to monitor the impact of the decline in financial
strength of Japanese banks on the creditworthiness of the four
general trading firms.

The general trading firms that have weak operational and
financial bases have been strongly affected by the stagnation in
the Japanese and global economies. Concerns are rising over the
recovery of domestic and overseas accounts receivable and loans,
and falling share prices and the fall in land prices is
accelerating asset deterioration. The general trading firms have
been attempting to rebuild their operational base by increasing
the proportion of investments and loans in contrast to their
traditional intermediary trading and distribution operations.
However, with an increase in high risk investments and loans not
necessarily leading to an increase in earning potential,
concerns are also appearing over access to the additional funds
required for these types of investments and loans.

An important consideration in the assessment of the general
trading firms is the level and quality of equity capital able to
act as a risk buffer for interest bearing debt. Middle and lower
ranked general trading firms have a high level of interest
bearing debt relative to equity capital, and their equity
capital is inadequate for the level of operational risk. In
financial accounting terms, equity capital is the balance after
subtracting liabilities from assets. If latent losses are
included in assets, real equity capital is reduced by the amount
of latent losses. Like banks, deferred tax assets have accounted
for an increasing proportion of equity capital at general
trading firms in the process of disposing of the negative legacy
of the bubble economy. Deferred tax assets are very uncertain
being based on assumptions about future earnings. R&I will
assess real equity capital taking latent losses and the
recoverability of deferred tax assets into account.
Another important consideration is the liquidity of assets.

The general trading firms have been promoting financial
restructuring and rapidly reducing interest-bearing debts.
However, there has been a marked decline in liquid assets with
the reduction in interest bearing debt. R&I will assign new
ratings after carefully examining the impact of the
deterioration in the operational environment and financial
conditions on the operational and financial base at each of the
general trading firms and their capacity to respond.

LIST OF R&I RATINGS FOR GENERAL TRADING FIRMS:
TSE CODE COMPANY NAME SENIOR L-T CREDIT RATING CP RATING

8002 Marubeni Corp. BBB- a-2
8003 Tomen Corp. B+ b
8004 Nichimen Corp. BB+ a-3
8063 Nissho Iwai Corp. BB- a-3



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


CHOHUNG BANK: Shareholder's Seeking Sale Injunction
---------------------------------------------------
A group of minority shareholder filed an injunction with the
Seoul District Court in order to halt the handing out of
documents needed for due diligence to the four bidders of
Chohung Bank, Asia Pulse said on Thursday.

"As of now, 1,435 small shareholders, totaling 1.78 million
shares, expressed intent to join the move. But because of time
constraints, only 71 people, totaling 200,000 shares,
participated in the legal action," said Kim Yeong-cheon, who
leads the movement.

Most of the minority shareholders belong to an association of
former Chohung Bank employees. But the Ministry of Finance and
Economy confirmed the sale of Chohung Bank would proceed as
scheduled, even if the court makes its decision in favor of
Chohung Bank's small shareholders.

Last week, the government postponed the sale of its stake in
Chohung Bank to December 4 from November 20 at the request of
bidders.  The four unnamed bidders asked the government for more
time to complete their due diligence on Chohung Bank after the
bank's labor union disrupted the procedure by seizing some
documents.  Chohung Bank's union is refusing to return the
financial documents it seized late in October to block bidders
from conducting due diligence.

Deputy Prime Minister Jeon Yun-churl said Seoul would exercise
its right as majority shareholder, if necessary.  The government
owns an 80-percent stake in the bank.


CHOHUNG BANK: IMF Supports Government Stake Sale Plan
-----------------------------------------------------
The International Monetary Fund (IMF) strongly supports the
South Korean government in its efforts to sell a major stake in
mid-sized lender Chohung Bank, Reuters reported Thursday, citing
IMF Representative Paul Gruenwald.

The government is selling its stake in the bank, which has a
market value of around 3.3 trillion won ($2.74 billion), as part
of an exit strategy from banks it rescued during the 1997-98
Asian financial crisis.


HYNIX SEMICONDUCTOR: Aims To Reduce Loan Loss Provisions to 80%
---------------------------------------------------------------
Chohung Bank and Korea Exchange Bank decided to lower loan loss
provisions to 80 percent of their debt exposure to the troubled
chipmaker from a planned 100 percent by the end of this year,
reported the Seoul Economic Daily and Dow Jones on Thursday.

The creditor banks decided to lower the provisions due to their
increased provisioning burden in household lending and credit
card receivables.  South Korean banks are required to increase
their provisioning for household lending and credit card
receivables as part of tougher regulations to curb rising
household and individual debt and their defaults.


HYNIX SEMICONDUCTOR: To Discuss Restructuring Scheme Next Week
--------------------------------------------------------------
Local creditors of Hynix Semiconductor Inc will hold a special
restructuring committee and creditors' meeting next week to
discuss a restructuring scheme for the ailing chipmaker,
Internet news provider Moneytoday and AFX Asia reported on
Wednesday.

The new restructuring plan, drawn by Hynix's financial advisor
Deutsche Bank suggests that creditors normalize the chipmaker
via a 1.85 trillion won debt-equity swap before selling the
asset.


HYNIX SEMICONDUCTOR: Signs Formal Contract To Sell Hydis
--------------------------------------------------------
Hynix Semiconductor has signed a formal contract to sell its
TFT-LCD unit Hydis to China's Beijing Orient Electronics group
for just over US$380 million, Digital Chosun reports.

The Hynix LCD operation, in Icheon, Gyeonggi Province, has been
rolling out 3 million LCD units a year and employs about 1,500
workers. The operation's sales for the first half of this year
reached 460 billion won, for an operational profit of 74 billion
won.


KOREA ELECTRIC: Expects Power Tariffs to Rise 13%
--------------------------------------------------
The Korea Electric Power Corp (KEPCO) expects domestic power
tariffs to rise 13 percent over two to four years from the
second half of next year, Reuters said on Thursday.

"The tariff hikes are necessary for a smooth sale of KEPCO's
power units," KEPCO's Chief Financial Officer Jung Soo-eun said.

Tariff hikes are key to KEPCO's profitability, which is being
privatized starting this year under a public sector reform
scheme.  KEPCO issued a $650 million 4.25 percent five-year bond
in September of this year. Deutsche Bank Securities Inc.,
Goldman Sachs & Co., Salomon Smith Barney Inc. and UBS Warburg
jointly lead managed the bond offering, The Troubled Company
Reporter-Asia Pacific reported earlier this month.

DebtTraders reports that Korea Electric Power Corp.'s 8.250
percent bond due in 2005 (KORE05KRN1) trades between 112.504 and
113.066. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=KORE05KRN1



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


NCK CORPORATION: Posts Details of Debt Restructuring Plan
---------------------------------------------------------
1. INTRODUCTION

On behalf of NCK, Alliance Merchant Bank Berhad (Alliance), is
pleased to announce that the Company had on 19 November 2002
received the approval of the Securities Commission (SC) via its
letter dated 15 November 2002, for the Proposed Restructuring
Scheme:

     (i) Proposed rights issue of 4,700,000 new Era Julung Sdn
         Bhd (EJ) shares of RM1.00 each (EJ Shares) at an issue
         price of RM1.00 per share, to the shareholders of EJ;

    (ii) Proposed acquisition of the entire equity interest in
         Amalgamated Metal Corporation (M) Sdn Bhd (AMC)
         comprising 3,000,000 ordinary shares of RM1.00 each, by
         EJ for a purchase consideration of RM33,159,848 to be
         satisfied by the issuance of 33,159,848 new EJ Share;

   (iii) Proposed acquisition of the entire equity interest in
         Benmarl Sdn Bhd (Benmarl) comprising 400,004 ordinary
         shares of RM1.00 each, by EJ for a purchase
         consideration of RM5,444,764 to be satisfied by the
         issuance of 5,444,764 new EJ Shares;

    (iv) Proposed acquisition of the entire equity interest in
         Prescan Sdn Bhd (Prescan) comprising 1,600,000 ordinary
         shares of RM1.00 each, by EJ for a purchase
         consideration of RM2,333,471 to be satisfied by the
         issuance of 2,333,471 new EJ Shares;

     (v) Proposed acquisition of the entire equity interest in
         NCK comprising 37,360,005 ordinary shares of RM1.00
         each (NCK Shares), by Kekal Sepakat Berhad (KSB or
         Newco) for a purchase consideration of RM934,000 to be
         satisfied by the issuance of 934,000 new KSB Shares at
         par;

    (vi) Proposed acquisition of the entire equity interest in
         EJ comprising 45,638,085 ordinary shares of RM1.00 each
         by KSB for a purchase consideration of RM76,837,000 to
         be satisfied by the issuance of 51,837,000 new ordinary
         share of RM1.00 each in KSB (KSB Shares) at par and the
         issuance of 25,000,000 of 5.5% 2002/2007 Irredeemable
         Convertible Preference Shares (ICPS) of RM1.00 each at
         par;

   (vii) Proposed transfer of the listing status of NCK on the
         Main Board of the Kuala Lumpur Stock Exchange (KLSE) to
         KSB;

  (viii) Proposed transfer of the entire equity interest in NCK
         comprising 37,360,005 NCK Shares, to a nominee/nominees
         of the Special Administrators of NCK (SA) for a nominal
         consideration of RM1.00. As part settlement of the
         liabilities of NCK, KSB will issue 12,802,000 new KSB
         Shares at par to NCK, its assigns and/or Creditors'
         Agent for the benefit of the creditors of NCK;

    (ix) Proposed restricted issue of up to 2,802,000 new KSB
         Shares at par at an issue price of RM1.00 per share to
         the existing shareholders of NCK on the basis of three
         (3) new KSB Shares for every one (1) KSB Share held
         pursuant to the proposed acquisition of NCK by KSB;

     (x) Proposed public issue of 2,000,000 new KSB Shares at an
         issue price of RM1.00 per share;

    (xi) Proposed special issue of 16,200,000 new KSB Shares at
         par at an issue price of RM1.00 per share to Bumiputera
         investors to be approved by the Ministry of
         International Trade and Industry (MITI); and

   (xii) listing of and quotation for the new KSB Shares to be
         issued in relation to the abovementioned proposals, on
         the Main Board of the KLSE.

The SC has no objection in respect of the value of the
properties as disclosed by AMC, Benmarl and Prescan for purposes
of the said revaluation.

2. UTILISATION OF PROCEEDS

As disclosed in the application to SC, the SC acknowledges that
the proceeds raised from the restricted issue, public issue and
special issue as abovementioned, totaling approximately RM21.002
million, will be utilised for the core business of KSB, as
follows:

                                                RM
     Capital expenditure                     4,860,000
     Repayment of bank borrowings            3,480,651
     Repayment of hire-purchase facilities   1,913,093
     Listing expenses                        1,700,000
     Working capital                         9,048,256
     Total                                  21,002,000

However, the following conditions for the said utilisation of
proceeds must be complied with:

     (i) The approval of the SC is required for any revision to
         the original utilisation of proceeds so long as the
         revision relates to utilisation of proceeds involving
         business activities other than the core businesses of
         KSB;

    (ii) Shareholders of KSB have to be informed in relation to
         the abovementioned proposed utilisation of proceeds. If
         there is any revision to the original utilisation of
         proceeds to be implemented, appropriate disclosure is
         required to be made to all the shareholders of KSB;

   (iii) Any extension of time for the utilisation of proceeds
         from that determined earlier by KSB should be approved
         by a formal resolution by the Board of Directors of KSB
         and should be fully disclosed to the KLSE; and

    (iv) Appropriate disclosure on the status of the utilisation
         of proceeds raised from the restricted issue, public
         issue and special issue, is required to be made in the
         Quarterly and Annual Report of KSB until the proceeds
         have been fully utilized.


3. CONDITIONS OF THE SC's APPROVAL

The SC's approval as mentioned in Section 1 is subject to the
following conditions:

     (i) KSB is required to issue an Information Circular to
         shareholders of KSB pursuant to the Proposed
         Restructuring Scheme. KSB is required to disclose in
         the Circular to shareholders the amount of trade debts
         in respect of EJ, AMC, Benmarl and Prescan group of
         companies, ageing analysis for the said trade debts and
         the trade debts which have exceeded the credit period.
         In addition, all directors of EJ and all vendors of
         AMC, Benmarl and Prescan, are required to provide
         comments/facts on the recoverability of the trade debts
         which exceed the credit period in the said Circular;

    (ii) A moratorium on the disposal of shares held by all
         vendors of EJ will be imposed, where they are not
         allowed to sell, transfer or assign their shareholdings
         up to 50% of the issued and paid-up share capital for
         at least one (1) year from the date of listing.
         Thereafter, they are allowed to sell, transfer or
         assign their shareholdings held under moratorium for
         not more than a quarter (1/3) of their shareholdings
         under moratorium for every subsequent year onward.
         Alliance, is required to disclose the list of the
         shareholders' names and number of shares and ICPS held
         under the said moratorium. In respect of the proposal
         to transfer all shares and ICPS under the said
         moratorium to Ikram Pintas Sdn Bhd (Ikram Pintas), all
         holders of the said shares and ICPS and Ikram Pintas,
         are required to provide undertakings that they will not
         sell, transfer or assign their shareholdings in KSB
         throughout the said moratorium period and all the
         beneficial shareholders of the said shares under
         moratorium will remain unchanged throughout the
         moratorium period. However, KSB can adopt the SC's
         Guidelines in connection to the moratorium on the sale
         which will be announced in future in line with the last
         phase of the implementation of the disclosure-based
         regulation;

   (iii) NCK is required to appoint an independent audit firm
         [of experience in investigative audit and not the past
         and existing auditors of NCK] within two (2) months
         from the date of the approval letter from the SC to
         carry out the investigative audit on the losses
         incurred from the previous businesses. NCK is also
         required to take necessary/relevant steps to recover
         losses incurred. Based on the results of the
         investigative audit, NCK is required to submit a report
         to the relevant authorities if there is any breach of
         any relevant laws, regulations, guidelines and/or
         memorandum & articles of association by the Board of
         Directors of NCK and/or any of the parties involved in
         causing the said losses of NCK. The said investigative
         audit is required to be completed within six (6) months
         from the date of the appointment of the independent
         audit firm. Two (2) copies of the investigative audit
         reports are required to be submitted to the SC
         subsequent to the completion of the said investigative
         audit;

    (iv) KSB is required to ensure that the balance of trade
         debts of Amalgamated Metal Builders (M) Sdn Bhd owing
         to AMC, totaling RM1,804,000, which has been assigned
         to Mr Yap Kow, is required to be paid prior to the
         implementation of the said Proposed Restructuring
         Scheme;

     (v) KSB and EJ are required to ensure that the current
         paid-up share capital of EJ (totaling 4,700,000 EJ
         Shares and only paid-up to RM0.10 per share) be fully
         paid-up prior to the implementation of the said
         Proposed Restructuring Scheme;


    (vi) The valuation of the properties as disclosed by AMC,
         Benmarl and Prescan, as stated above, is subject to the
         following conditions:

                    Property                 Conditions
         AMC      No. 47 Jalan Batu     AMC is required to
                  Tiga-TUDM Kampung     ensure that the
                  Baru Subang           registered ownership of
                  40150 Shah Alam       the land on which the
                  Selangor              factories will be
                                        erected on be
                                        transferred to AMC prior
                                        to the issuance of the
                                        information circular.

         AMC      Lot No. 109B          AMC is required to
                  Kawasan               obtain a letter from
                  Perindustrian         relevant local
                  Gebeng 26080          authorities that any
                  Kuantan               addition/renovation to
                                        the existing building
                                        on the Plot 109-B has
                                        been built in accordance
                                        to the plan as approved
                                        prior to the issuance of
                                        the information
                                        circular.

         AMC      Lot 23-C Kawasan      AMC is required to
                  Perindustrian Gebeng  ensure that the
                  26080 Kuantan         additional structure
                                        erected on Plot 23-C,
                                        which has yet to obtain
                                        approval from the
                                        relevant local authority
                                        be rectified prior to
                                        the issuance of the
                                        information circular.

        Benrmarl  Parcel No. 45-10-14   Benmarl is required to
                  Forum Condominium     ensure that the
                  Off Jalan Tun Razak   registered ownership of
                  Kuala Lumpur          the said property be
                                        be transferred to
                                        Benmarl prior to the
                                        issuance of the
                                        information circular

   (vii) Subsequent to the implementation of the said Proposed
         Restructuring Scheme, KSB is required to ensure at
         least 25% of the issued and paid-up share capital is
         owned by the public shareholders;

  (viii) KSB is required to reorganise and implement an
         effective management succession plan to ensure the
         continuity of the management of the company pursuant to
         the said Proposed Restructuring Scheme;

    (ix) KSB is required to disclose in the Circular to
         shareholders and Abridged Prospectus a more
         comprehensive information in relation to the following:

         (a) The management succession plan, as stated above;

         (b) Future prospect of KSB; and

         (c) Risk management plan, pursuant to the Proposed
             Restructuring Scheme.

     (x) Copy of the Information Circular to the shareholders of
         KSB is required to be submitted to the SC for their
         perusal;

    (xi) Alliance/KSB are required to comply with the conditions
         as set out by the Foreign Investment Committee and
         MITI; and

   (xii) Alliance/KSB/NCK are required to comply with the
         necessary requirements in connection to the Policies
         and Guidelines on Issue/Offer of Securities.

4. WRITTEN CONFIRMATION

Alliance/KSB and the relevant parties are required to provide
written confirmation in relation to the compliance of the
abovementioned terms and conditions as stated in Sections 2 and
3 above subsequent to the implementation of all the said
proposals.

CONTACT INFORMATION: 4th Flr, Wisma NCK 3
                     Lot 45A, Section 92A
                     Batu 3½, Jln Sungai Besi
                     57100 Kuala Lumpur
                     Tel: 03-781 2299
                     Fax: 03-781 7438


SELOGA HOLDINGS: Posts Modification to ICULS Transaction
--------------------------------------------------------
AmMerchant Bank, on behalf of Seloga Holdings Bhd hereby wishes
to announce that upon deliberation by the Board of Directors of
the Company, the Company is agreeable to the condition imposed
by the Securities Commission in relation to the Proposed Joint
Venture requiring a variation to the formula to be used to
determine the portion of the proposed Irredeemable Convertible
Unsecured Loan Stocks ("ICULS") to be convertible, to be based
on the value of the contract of RM464 million (instead of RM150
million which was originally proposed by the Company).

The ICULS was proposed to be issued to Segi Resources Sdn Bhd
("Segi Resources") pursuant to the Proposed Joint Venture
between the Company's wholly-owned subsidiary, Seloga Jaya Sdn
Bhd ("Seloga Jaya") and Segi Resources which will allow the
Seloga group to participate in a turnkey contract amounting to
RM464 million with a participating interest of 70% for the
construction and completion of low cost flats, medium cost
terrace houses, single storey shops and double storey shop
offices. The terms of the said ICULS was originally proposed,
inter-alia, based on a tenure of 6 years whereby the
convertibility of the ICULS was based on the value of the
contract of RM150 million, representing 30% of the total
contract sum being generated from the Proposed Joint Venture.

Arising from the above, the Company has deliberated with Segi
Resources and is proposing to vary the following terms of the
said Proposed Joint Venture:

     (i) the formula to be used to determine the portion of the
         proposed ICULS to be convertible is to be based on the
         value of the contract of RM464 million;

    (ii) to extend the tenure of the ICULS from 6 years
         presently to 7 years; and

   (iii) in the event the tenure of the Proposed Joint Venture
         exceeds 7 years, the gross profits generated from the
         remaining outstanding value of the said Proposed Joint
         Venture is to be payable in cash, as and when revenue
         is recognized based on the respective participating
         interest of Seloga Jaya and Segi Resources under the
         Proposed Joint Venture. ("Proposed Variation to the
         Terms of the ICULS")

All other terms relating to the Proposed Joint Venture and
proposed ICULS remains unchanged as per the announcements made
by AmMerchant Bank on behalf of the Company dated 4 February
2002 and 26 July 2002 (and released by the Kuala Lumpur Stock
Exchange on 27 July 2002).

The Company will be formalizing the above with Segi Resources
via a supplemental joint venture agreement to be executed in due
course.

In addition to the above, we wish to announce that the Company's
Managing Director who is also a substantial shareholder of the
Company, Mr Chan Lung Mei @ Chan Nung Wai, has on 11 November
2002 obtained a further advance of RM1 million ("Further
Advance") from Timecall Sdn Bhd and has in turn, granted Seloga
Jaya with the said RM1 million for the Seloga group of companies
to meet critical payments to continue its operating activities
and to meet its working capital requirements pending the
completion of the Proposals. The Further Advance has to-date
been fully utilized towards payment for goods and services
supplied in the ordinary course of business. It is proposed that
the repayment of the Further Advance be made from the portion of
the proceeds from the Proposals allocated for the Company's
working capital requirements.

There are no effects arising from the Proposed Revision to the
Terms of the ICULS as well as the Further Advance on the
Company's share capital, net tangible assets, earnings and
substantial shareholders.

COMPANY PROFILE

The Company was incorporated as an investment holding company to
facilitate the listing of SHB Group of companies on KLSE. As an
integral part of the listing the Company undertook a
restructuring scheme which included the acquisition of
construction and property-based companies Seloga Jaya Sdn Bhd
(SJSB), Seloga Properties Sdn Bhd (SPSB) and Jamin Setia Sdn Bhd
(JSSB).

The SHB Group's core activity in construction is undertaken by
SJSB. Since its incorporation on 1974, SJSB has completed
projects with an estimated value of RM10b principally as the
main contractor. Projects undertaken by the Company include
university campus, office & shopping complex, hotel & resorts,
industrial parks, sports complex, etc. SJSB is registered as a
Class "A" contractor with Pusat Khidmat Kontraktor and as a
Class "G7" contractor with Construction Industry Development
Board (CIDB), and is therefore qualified to tender for contracts
with unlimited contract value.

The SHB Group's property development activities are undertaken
by JSSB. JSSB has not completed any development project but has
planned to undertake three developments in Labuan; Bentong,
Pahang and Setapak, Kuala Lumpur.

Property investment activities of the Group are undertaken by
SPB which presently had investments with an open market value of
about RM1.8m. The properties are located in Petaling Jaya,
Subang Jaya, Kuala Lumpur, Ipoh, Kota Kinabalu and Kampar.

The manufacturing of high quality wooden moulding, mainly doors,
is carried out by Timber Components (M) Sdn Bhd (TCSB), a
subsidiary of SJSB. TCSB operates out of a factory located in
Selangor and supplies its products mainly to SJSB for use in its
projects as well as to local and overseas customers.

CONTACT INFORMATION: No. 19 Jalan Thamby Abdullah Satu
                     Brickfields
                     50470 Kuala Lumpur
                     Tel: 03-2274 7788
                     Fax: 03-2274 2751


SOUTHERN PLASTIC: Posts Details of Debt Restructuring Plan
----------------------------------------------------------
1. INTRODUCTION

On behalf of Southern Plastic Holdings Bhd, Commerce
International Merchant Bankers Berhad (CIMB) wishes to announce
that the Company proposes to implement the following
restructuring scheme, with the intention of returning SPHB onto
a stronger financial footing.

The Proposals involves, inter-alia, the following:

     (i) Proposed restricted issue of 9,999,500 new ordinary
         shares of RM1.00 each in SPHB ("SPHB Shares") credited
         as fully paid-up at an issue price of RM1.00 per share
         together with 9,999,500 free detachable new warrants on
         the basis of one (1) free detachable new warrant
         ("Warrant") for every one (1) share subscribed
         ("Proposed Restricted Issue");

    (ii) Proposed special Bumiputera issue of 15,000,000 new
         SPHB Shares to Bumiputera investors to be identified
         and approved by the Ministry of International Trade and
         Industry ("MITI") at an issue price of RM1.00 per share
         ("Proposed Special Bumi Issue");

   (iii) Proposed acquisitions ("Proposed Acquisitions") of the
         following:

         (a) Proposed acquisition of Panbuilt Sdn Bhd ("PSB")

             On 18 September 2002, SPHB entered into a
             conditional sale and purchase agreement ("PSB SPA
             I") and a supplemental sale and purchase agreement
             dated 11 November 2002 ("PSB SPA II") (collectively
             known as the "PSB SPAs") to acquire the entire
             issued and paid-up capital of PSB ("PSB Sale
             Shares") from Dato' Dr Abdullah bin Sepien and
             Azaldin bin Dato' Dr Abdullah (collectively known
             as the "Vendors of PSB") for a total purchase
             consideration of RM60,000,000 to be satisfied by a
             settlement in cash of RM3,000,000 and the issuance
             of 57,000,000 new SPHB Shares ("PSB Consideration
             Shares"), credited as fully paid-up at an issue
             price of RM1.00 per share.

         (b) Proposed acquisition of Westform Far East Sdn Bhd
             ("WFE")

             On 18 September 2002, SHPB entered into a
             conditional sale and purchase agreement ("WFE SPA
             I") and a supplemental sale and purchase agreement
             dated 11 November 2002 ("WFE SPA II") (collectively
             known as the "WFE SPAs") to acquire the entire
             issued and paid-up capital of WFE ("WFE Sale
             Shares") from Tan Hui Ken, Ngiow Lee Eng and Koh
             Tian Joo (collectively known as the "Vendors of
             WFE") for a total purchase consideration of
             RM50,000,000 to be satisfied by an issuance of
             50,000,000 new SPHB Shares ("WFE Consideration
             Shares"), credited as fully paid-up at an issue
             price of RM1.00 per share.

         (c) Proposed acquisition of the property held under
             C.T. No 4199 Grant 603 Lot 479 Mukim Repah,
             District of Tampin ("Tampin Property")

             On 18 September 2002, SPHB entered into a
             conditional sale and purchase agreement ("Tampin
             SPA I") and a supplemental sale and purchase
             agreement dated 11 November 2002 ("Tampin SPA II")
             (collectively known as the "Tampin SPAs") to
             acquire the Tampin Property from Talu Corporation
             Sdn Bhd ("Tampin Property Vendor") for a total
             purchase consideration of RM12,500,000 to be
             satisfied by the issuance of 12,500,000 new SPHB
             Shares ("Tampin Consideration Shares"), credited as
             fully paid-up at an issue price of RM1.00 per
             share.

         (d) Proposed acquisition of all that part of the land
             held under HS (D) 24674 PT No. 4594 Mukim Pasir
             Panjang, District of Port Dickson ("PD Property")

             On 18 September 2002, SPHB entered into a
             conditional sale and purchase agreement ("PD SPA
             I") and a supplemental sale and purchase agreement
             dated 11 November 2002 ("PD SPA II") (collectively
             known as the "PD SPAs") to acquire the PD Property
             from Varia Bidari (M) Sdn Bhd (formerly known as
             Lembah Seraya Sdn Bhd) ("PD Property Vendor") for a
             total purchase consideration of RM35,000,000 to be
             satisfied by the issuance of 35,000,000 new SPHB
             Shares ("PD Consideration Shares"), credited as
             fully paid-up at an issue price of RM1.00 per
             share.

         (e) Proposed acquisition of lands held under P.N. No
             5978, 5979 & 5980, Lot 15585, 15586 & 15587, Bandar
             Seremban, District of Seremban, Negeri Sembilan
             ("Seremban Property").

             On 18 October 2002, SPHB entered into a conditional
             sale and purchase agreement ("Seremban SPA I") and
             a supplemental sale and purchase agreement dated 11
             November 2002 ("Seremban SPA II") (collectively
             known as the "Seremban SPAs") to acquire the
             Seremban Property from Far East Processing By-
             Products Sdn Bhd and Yip Wai Kheong ("Seremban
             Property Vendors") for a total purchase
             consideration of RM17,000,000 to be satisfied by
             the issuance of 17,000,000 new SPHB Shares
             ("Seremban Consideration Shares"), credited as
             fully paid-up at an issue price of RM1.00 per
             share.

    (iv) The proposed debt restructuring of SPHB Group's
         financial institution creditors ("FI Creditors")
         comprising two schemes ("Proposed Debt Restructuring")
         as set out below:

         (a) Secured FI Creditors Scheme ("Scheme A")

             Scheme A will involve arrangements and compromises
             with secured FI Creditors amounting to RM8,691,230
             as at 31 May 2002 ("Cut-Off Date") inter-alia, on
             the following principal terms:

             (1) Cash settlement of RM0.60 for every RM1.00 of
                 the amount owing to the secured FI Creditors
                 which will amount to RM5,214,738. The cash
                 settlement will be paid out from the proceeds
                 from the Proposed Special Bumi Issue and
                 Proposed Restricted Issue.

             (2) The balance amount owing to secured FI
                 Creditors will be converted into new term
                 loans.

             (3) The waiver of all interest accrued after the
                 Cut-Off Date until such time the Proposals are
                 implemented.

             (4) All existing security arrangements between the
                 secured FI Creditors and the SPHB Group will
                 remain unchanged.

         (b) Unsecured FI Creditors Scheme ("Scheme B")

             Scheme B will involve arrangements and compromises
             with unsecured FI Creditors amounting to
             RM67,373,145 as at Cut-off Date inter-alia, on the
             following principal terms:

             (1) Cash settlement of RM0.10 for every RM1.00 of
                 the amount owing to the unsecured FI Creditors
                 which will amount to RM6,737,315. The cash
                 settlement will be paid out from the proceeds
                 from the Proposed Rights Issue and the Proposed
                 Special Bumi Issue.

             (2) The balance amount owing to unsecured FI
                 Creditors will be converted to Irredeemable
                 Cumulative Unsecured Loan Stock ("ICULS"). As a
                 result, up to 65,635,831 nominal value RM1.00
                 ICULS will be issued by SPHB.

             (3) SPHB will grant a put option to the original
                 holders of the ICULS i.e. the FI Creditors to
                 sell the ICULS to SPHB in pre-determined
                 proportions exerciseable during certain periods
                 of the tenure of the ICULS.

             (4) SPHB will have a call option over the ICULS
                 granted by the original ICULS holders. A put
                 and call option agreement will be entered into
                 between SPHB and the original ICULS holders.

             (5) The waiver of all interest accrued after the
                 Cut-Off Date until such time the Proposals are
                 implemented.

             (6) SPHB will also pledge the Tampin Property, the
                 PD Property and the Seremban Property as
                 security to the Put Option.

             (7) SPHB will also pledge three (3) existing
                 unencumbered properties of the SPHB Group as
                 further security for the Put Option.

     (v) Proposed Exemption

         Upon completion of the Proposed Acquisitions, the
         vendors of the new businesses and assets to be acquired
         will own, directly, a total of 171,500,000 SPHB Shares,
         representing approximately 79.22% of equity interest in
         SPHB (prior to exercise of any Warrants and conversion
         of the ICULS). Pursuant to the Code, the said vendors
         would be required to extend a mandatory offer to
         acquire all the remaining SPHB Shares, Warrants and
         ICULS not owned by them upon the completion of the
         Proposed Acquisitions.

         In this respect, the abovementioned vendors intend to
         apply to SC for an exemption from having to undertake
         the mandatory offer.

    (vi) Proposed Increase in the Authorised Share Capital

         The authorised share capital of SPHB is to be increased
         from RM25,000,000 comprising of 25,000,000 SPHB Shares
         to RM350,000,000 comprising 350,000,000 SPHB Shares to
         accommodate the anticipated increase in the issued and
         paid-up share capital arising from the Proposed
         Restricted Issue, Proposed Special Bumi Issue, the
         Proposed Acquisitions, the exercise of the Warrants and
         the conversion of the ICULS.


2. DETAILS OF THE PROPOSED RESTRUCTURING SCHEME

2.1 Proposed Restricted Issue

SPHB proposes to implement a restricted issue to investors to be
identified, of 9,999,500 new SPHB Shares ("Restricted Issue
Shares") credited as fully paid-up at an issue price of RM1.00
together with 9,999,500 Warrants on the basis of one (1) Warrant
for every one (1) share subscribed.

2.1.1 Basis of Pricing the Restricted Issue Shares

The issue price of RM1.00 per share in SPHB to be issued
pursuant to the Proposed Restricted Issue was arrived at after
taking into consideration the following:

     (i) The loss after taxation per share of 182.4 sen based on
         SPHB Group's latest audited accounts for the financial
         year ended 31 May 2002;

    (ii) The net tangible liabilities per share of RM1.67 based
         on SPHB Group's consolidated audited accounts for the
         financial year ended 31 May 2002; and

   (iii) The market price of RM0.18 per share as at 31 May 2002,
         being the date of suspension of the trading of SPHB
         shares.

2.1.2 Ranking of Restricted Issue Shares

The Restricted Issue Shares shall upon allotment and issuance,
rank pari passu in all respects with the existing SPHB Shares in
issue, save and except that they shall not be entitled to any
dividends, rights, allotments and/or other distributions prior
to the date at the close of business on which shareholders must
be entered in the Record of Depositors in order to participate
in any such dividends, rights, allotments and/or other
distributions ("Entitlement Date").

2.1.3 Listing of Restricted Issue Shares

An application will be made to the Kuala Lumpur Stock Exchange
("KLSE") for the listing of and quotation for the new SPHB
Shares to be issued pursuant to the Proposed Restricted Issue on
the Second Board of the KLSE.

2.1.4 Utilisation of Proceeds

Gross proceeds of RM9,999,500 will be raised from the Proposed
Restricted Issue. Details of the utilisation of the total gross
proceeds from the Proposed Restricted Issue are set out in Table
1.

2.1.5 The Issuance of the Warrants

The new 9,999,500 Warrants to be issued pursuant to the Proposed
Restricted Issue will have a tenure of five (5) years from the
date of the issuance of the Warrants. The principal terms of the
Warrants are set out in Table 2. Proceeds arising from the
exercise of the Warrants over its tenure will be utilised to
fund SPHB Group's working capital requirements.
2.2 Proposed Special Bumi Issue

SPHB also proposes to issue 15,000,000 new SPHB Shares ("SBI
Shares") to Bumiputera investors to be identified and approved
by MITI at an issue price of RM1.00 per share.

2.2.1 Basis of Pricing the SBI Shares

The issue price of RM1.00 per share in SPHB to be issued
pursuant to the Proposed Special Bumi Issue was arrived at after
taking into consideration the following:

     (i) The loss after taxation per share of 182.4 sen based on
         SPHB Group's latest audited accounts for the financial
         year ended 31 May 2002;

    (ii) The net tangible liabilities per share of RM1.67 based
         on SPHB Group's consolidated audited accounts for the
         financial year ended 31 May 2002; and

   (iii) The market price of RM0.18 per share as at 31 May 2002,
         being the date of suspension of the trading of SPHB
         shares.

2.2.2 Ranking of SBI Shares

The SBI Shares shall upon allotment and issuance, rank pari
passu in all respects with the existing SPHB Shares in issue,
save and except that they shall not be entitled to any such
dividends, rights, allotments and/or other distributions prior
to the Entitlement Date.

2.2.3 Listing of SBI Shares

An application will be made to KLSE for the listing of and
quotation for the new SPHB Shares to be issued pursuant to the
Proposed Special Bumi Issue on the Second Board of the KLSE.

2.2.4 Utilisation of Proceeds

Gross proceeds of RM15,000,000 will be raised from the Proposed
Special Bumi Issue. Details of the utilisation of the total
gross proceeds from the Proposed Special Bumi Issue are set out
in Table 1.

2.3 Proposed Acquisitions

As part of the Proposals, SPHB has proposed the following
acquisitions:

2.3.1 Proposed Acquisition of PSB

(a) Salient Terms

    SPHB had entered into the PSB SPAs with the Vendors of PSB
    to acquire the entire issued and paid-up capital of PSB for
    a total purchase consideration of RM60,000,000 to be
    satisfied through a cash settlement of RM3,000,000 and the
    issuance of the 57,000,000 PSB Consideration Shares. The
    cash settlement of RM3,000,000 will be from the proceeds
    raised from the Proposed Restricted Issue and Proposed
    Special Bumi Issue.

    The salient terms of the proposed acquisition of PSB as set
    out in the PSB SPAs are as follows:

    (1) The proposed acquisition of PSB is subject to the
        fulfillment of certain conditions which includes
        (amongst others) the following:

        (i) the approval of the following for the Proposed
            Restructuring Scheme:

            - the Securities Commission ("SC");
            - the KLSE;
            - the Foreign Investment Committee ("FIC");
            - the MITI;
            - the shareholders of SPHB;
            - the FI Creditors of SPHB; and
            - any other relevant authorities or person;

       (ii) the fulfilment of all the conditions precedent in
            respect of the proposed acquisitions of WFE, the
            Tampin Property, the PD Property and the Seremban
            Property;

      (iii) the approval of the Proposed Exemption;

       (iv) PSB obtaining the written consent of its
            financier(s) in respect of the proposed acquisition
            by SPHB (if applicable); and

        (v) the completion of the legal and financial due
            diligence of PSB to the satisfaction of SPHB.

       (vi) the Vendors of PSB agree to sell and SPHB agrees to
            purchase the PSB Sale Shares free from all
            encumbrances together with all rights, benefits,
            title, interest and advantages attached thereto and
            all dividends, distributions and entitlements
            declared, paid or made or accrued as at the date of
            the PSB SPA I;

    (2) SPHB shall endeavour to take all necessary actions to
        submit all the relevant applications to the relevant
        authorities for the Proposals by 31 December 2002;

        (i) The meeting to seek the approval of the shareholders
            of the SPHB and the Vendors of PSB to the Proposals
            must be convened by SPHB not later than one (1)
            month from the date all the approvals from the
            relevant authorities including the approval-in-
            principle from KLSE, have been obtained;

       (ii) Application to the KLSE for listing of PSB
            Consideration Shares, Restricted Issue Shares, SBI
            Shares, the Warrants and ICULS to be submitted not
            later than two (2) months from the date of the SPHB
            shareholders' meeting;

      (iii) In the event that any of the applications to the
            relevant authorities or any of the relevant
            shareholders' are not made or obtained, the PSB SPAs
            shall automatically terminate and be at an end
            whereupon the Vendors of PSB shall refund any moneys
            paid by the SPHB under the PSB SPAs free from
            interest (if any) and each party shall return or
            cause the return the relevant documents held by the
            stakeholder and thereafter neither party shall have
            any claims or actions whatsoever against the other
            party under or arising from the PSB SPAs;

       (iv) In the event that a condition is imposed or any
            revision is made by any relevant authority to the
            terms and conditions of the proposed acquisition of
            PSB and such condition or revision shall adversely
            affect SPHB and/or the Vendors of PSB, then the
            affected party shall have the option within seven
            (7) business days (or such extended time as may be
            agreed between SPHB and Vendors of PSB) from the
            date of receipt of notice of the condition or
            revision by the affected party to either apply or
            appeal to the relevant authority for a variation or
            waiver of such condition or to terminate the PSB
            SPAs. If the variation is to the purchase
            consideration of RM60,000,000, the cash payment of
            RM3,000,000 shall remain and the PSB Consideration
            Shares shall be varied to comply with the revised
            purchase consideration;

        (v) The period in which the conditions precedent in the
            PSB SPAs are to be fulfilled is nine (9) months from
            the date of the PSB SPA I or such other date as
            agreed by the parties in writing; and

       (vi) Completion is to take place 30 days from date the
            PSB SPA I becomes unconditional i.e. the date when
            all conditions precedent are fulfilled unless SPHB
            and Vendors of PSB agree otherwise in writing.

(b) Basis of arriving at the Purchase Consideration

    The purchase consideration of RM60,000,000 for the proposed
    acquisition of PSB was arrived at based on a willing-buyer
    willing-seller basis after taking into consideration the
    consolidated net tangible assets and profit after tax of PSB
    of RM8,453,029 and RM2,619,409 respectively based on its
    latest management accounts as at 31 January 2002 and the
    future business prospects of PSB.

(c) Original Cost of Investment

    The original cost of investment and the date of the
    investment of PSB Shares by the Vendors of PSB are as set
    out in Table 3.

(d) Basis of Pricing the PSB Consideration Shares

    The issue price of RM1.00 per SPHB Share to be issued
    pursuant to proposed acquisition of PSB was arrived at after
    taking into consideration the following:

    (i) The loss after taxation per share of 182.4 sen based on
        SPHB Group's latest audited accounts for the financial
        year ended 31 May 2002;

   (ii) The net tangible liabilities per share of RM1.67 based
        on SPHB Group's consolidated audited accounts for the
        financial year ended 31 May 2002; and

  (iii) The market price of RM0.18 per share as at 31 May 2002,
        being the date of suspension of the trading of the SPHB
        shares.

(e) Ranking of PSB Consideration Shares

    The PSB Consideration Shares shall upon allotment and
    issuance, rank pari passu in all respects with the existing
    SPHB Shares, save and except that they shall not be entitled
    to any dividends, rights, allotments and/or other
    distributions prior to the Entitlement Date.

(f) Listing of PSB Consideration Shares

    An application will be made to KLSE for the listing of and
    quotation for the new SPHB Shares to be issued pursuant to
    the proposed acquisition of PSB on the Second Board of the
    KLSE.

2.3.2 Proposed Acquisition of WFE

(a) Salient Terms

    SPHB had entered into the WFE SPAs with the Vendors of WFE
    to acquire the entire issued and paid-up capital of WFE for
    a total purchase consideration of RM50,000,000 to be
    satisfied through the issuance of the 50,000,000 WFE
    Consideration Shares.

    The salient terms of the proposed acquisition of WFE as set
    out in the WFE SPAs are as follows:

    (1) The proposed acquisition of WFE is subject to the
        fulfillment of certain conditions which includes
        (amongst others) the following:

        (i) the approval of the following for the Proposed
            Restructuring Scheme:

            - the SC;
            - the KLSE;
            - the FIC;
            - the MITI;
            - the shareholders of SPHB;
            - the FI Creditors of SPHB; and
            - any other relevant authorities or person.

       (ii) the fulfillment of all the conditions precedent in
            respect of the proposed acquisitions of PSB, the
            Tampin Property, the PD Property and the Seremban
            Property;

      (iii) the approval of the Proposed Exemption;

       (iv) WFE obtaining the written consent of its
            financier(s) in respect of the proposed acquisition
            by SPHB (if applicable);

        (v) the completion of the legal and financial due
            diligence of WFE to the satisfaction of SPHB;

       (vi) The Vendors of WFE agree to sell and SPHB agrees to
            purchase the WFE Sale Shares free from all
            encumbrances together with all rights, benefits,
            title, interest and advantages attached thereto and
            all dividends, distributions and entitlements
            declared, paid or made or accrued as at the date of
            the WFE SPA I;

      (vii) SPHB shall endeavour to take all necessary actions
            to submit all the relevant applications to the
            relevant authorities for the Proposals by 31
            December 2002;

     (viii) The meeting to seek the approval of the shareholders
            of the SPHB and the Vendors of WFE to the Proposals
            must be convened by SPHB not later than one (1)
            month from the date all the approvals from the
            relevant authorities including the approval-in-
            principle from KLSE, have been obtained;

       (ix) Application to the KLSE for listing of WFE
            Consideration Shares, Restricted Issue Shares, SBI
            Shares, the Warrants and ICULS to be submitted not
            later than two

    (2) months from the date of the SPHB shareholders' meeting;

        (i) In the event that any of the applications to the
            relevant authorities or any of the relevant
            shareholders' are not made or obtained, the WFE SPAs
            shall automatically terminate and be at an end
            whereupon the Vendors of WFE shall refund any moneys
            paid by the SPHB under the WFE SPAs free from
            interest (if any) and each party shall return or
            cause the return the relevant documents held by the
            stakeholder and thereafter neither party shall have
            any claims or actions whatsoever against the other
            party under or arising from the WFE SPAs;

       (ii) In the event that a condition is imposed or any
            revision is made by any relevant authority to the
            terms and conditions of the proposed acquisition of
            WFE and such condition or revision shall adversely
            affect SPHB and/or the Vendors of WFE, then the
            affected party shall have the option within seven
            (7) business days (or such extended time as may be
            agreed between SPHB and Vendors of WFE) from the
            date of receipt of notice of the condition or
            revision by the affected party to either apply or
            appeal to the relevant authority for a variation or
            waiver of such condition or to terminate the WFE
            SPAs;

      (iii) The period in which the conditions precedent in the
            WFE SPAs are to be fulfilled is nine (9) months from
            the date of the WFE SPA I or such other date as
            agreed by the parties in writing; and

       (iv) Completion is to take place 30 days from date the
            WFE SPA I becomes unconditional i.e. the date when
            all conditions precedent are fulfilled unless SPHB
            and Vendors of WFE agree otherwise in writing.

(b) Basis of arriving at the Purchase Consideration

    The purchase consideration of RM50,000,000 for the proposed
    acquisition of WFE was arrived at based on a willing-buyer
    willing-seller basis after taking into consideration the net
    tangible assets and profit after tax of WFE of RM5,412,000
    and RM2,178,124 respectively based on its latest audited
    account as at 31 December 2001 and the future business
    prospects of WFE.

(c) Original Cost of Investment

    The original cost of investment and the dates of the
    investment of WFE Shares by the Vendors of WFE are set out
    in Table 4.

(d) Basis of Pricing the WFE Consideration Shares

    The issue price of RM1.00 per SPHB Share to be issued
    pursuant to the proposed acquisition of WFE was arrived at
    after taking into consideration the following:

    (i) The loss after taxation per share of 182.4 sen based on
        SPHB Group's latest audited accounts for the financial
        year ended 31 May 2002;

   (ii) The net tangible liabilities per share of RM1.67 based
        on SPHB Group's consolidated audited accounts for the
        financial year ended 31 May 2002; and

  (iii) The market price of RM0.18 per share as at 31 May 2002,
        being the date of suspension of the trading of SPHB
        shares.

(e) Ranking of WFE Consideration Shares

    The WFE Consideration Shares shall upon allotment and
    issuance, rank pari passu in all respects with the existing
    SPHB Shares, save and except that they shall not be entitled
    to any dividends, rights, allotments and/or other
    distributions prior to the Entitlement Date.

(f) Listing of WFE Consideration Shares

    An application will be made to KLSE for the listing of and
    quotation for the new SPHB Shares to be issued pursuant to
    the proposed acquisition of WFE on the Second Board of the
    KLSE.

3. INFORMATION ON PSB

PSB was incorporated in Malaysia under the Companies Act, 1965
on 18 November 1993 as a private company limited by shares under
its present name.

PSB's present authorised share capital is RM1,000,000 divided
into 1,000,000 ordinary shares of RM1.00 each of which 1,000,000
ordinary shares of RM1.00 each have been issued and credited as
fully paid-up.

PSB Group's principal activities are investment holding as well
as providing general building construction services. Details of
the subsidiaries are set out in Table 10. As date hereof, PSB
does not have any associated company. The details of the
Directors and substantial shareholders as at the date hereof are
set out in Table 11.

The consolidated results of PSB for the past five (5) year
financial ended 31 January 2001 are set out in Table 12.

PSB's list of projects is set out in Table 13.


4. INFORMATION ON WFE

WFE was incorporated in Malaysia under the Companies Act, 1965
on 21 December 1995 as a private company limited by shares under
the name of Yentah Daya Sdn Bhd. WFE converted to its present
name on 7 November 1998.

WFE's present authorised share capital is RM500,000 divided into
100,000 ordinary shares of RM1.00 each of which 491,500 ordinary
shares of RM1.00 each have been issued and credited as fully
paid-up.

WFE is principally involved in building construction activities
and other related engineering works. The Company also
specialises in structure formworks construction building and
design for high rise building construction of slipform water
tower and landscaping works. WFE's list of projects is set out
in Table 14.

Details of the Directors and substantial shareholders of WFE as
at the date hereof are set out in Table 15.
The results of WFE for the past four (4) financial years ended
31 December 2001 are set out in Table 16. As at the date hereof,
WFE has no subsidiary or associated company.


5. INFORMATION ON THE PROPERTIES

5.1 TAMPIN PROPERTY

Talu Corporation Sdn Bhd currently owns the Tampin Property.

The Tampin Property comprises 65 acres of vacant land approved
for mixed residential development. The mixed residential
development is to be developed as part of Bandar Utama Tampin.

The development layout and plan has been finalised. The launch
of the units may proceed at any time after obtaining the
necessary approvals from the relevant authorities.
5.2 PD Property
Varia Bidari (M) Sdn Bhd (formerly known as Lembah Seraya Sdn
Bhd) currently owns the PD Property.

The PD Property comprises two (2) contiguous parcels of
development land measuring approximately 61.8 acres and is
designated for mixed residential/commercial (tourism)
development. The leasehold is for a period of 99 years expiring
on 8 February 2097.

The PD Property is located about 32 km to the south east of Port
Dickson town center via Port Dickson-Pasir Panjang-Linggi main
road. The locality within which the PD Property is located is
presently agricultural. Properties located within the immediate
vicinity are still predominantly rubber smallholdings, orchards,
uncultivated agricultural land, single storey "kampung" type of
houses as well as land overgrown with "nipah" and mangrove
trees.

5.3 Seremban Property

The Seremban Property comprises three (3) contiguous parcels of
vacant land measuring approximately 11.7 acres and is designated
for commercial development. The leasehold is for a period of 99
years expiring on 22 November 2083.

The proposed development on the Seremban Property will comprise
mainly of shop-houses, a retail complex and four blocks of
residential apartments.

The site is surrounded by existing housing estates such as Taman
Permai and is serviced by two roads.

The development proposes to house a modern wet and dry market,
which will cater to residents within the town centre as two
other "hypermarkets" are located in Senawang and Seremban Two,
which cater to residents in those areas. The complex also plans
to house a college.

The proposed development will also incorporate 240 units of
medium cost apartments. An apartment project "Belimbing Heights"
located within a radius of 500 metres had recorded good sales.

The total expected revenue of the project is approximately RM140
million.


6. RATIONALE FOR THE PROPOSALS

6.1 PROPOSED RESTRUCTURING SCHEME

SPHB Group has been incurring losses since the second half of
2000 due principally to the economic downturn which began in
1997. The main objective of the Proposed Restructuring Scheme is
to return SPHB to better financial standing and profitability
thereby benefiting all stakeholders.

6.2 PROPOSED EXEMPTION

The Proposed Exemption is a condition of the Proposed
Acquisitions. The vendors of the Proposed Acquisitions have no
intention of undertaking a mandatory offer pursuant to the Code
for the remaining SPHB Shares, the Warrants and the ICULS not
already owned by them upon the completion of the Proposed
Acquisitions.

6.3 PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The proposed increase in authorised share capital is to
accommodate the increase in the issued and paid-up capital of
the Company pursuant to the Proposed Restricted Issue, Proposed
Special Bumi Issue, the Proposed Acquisitions and the exercise
of the Warrants issued pursuant to the Proposed Restricted Issue
and the conversion of the ICULS issued pursuant to the Proposed
Debt Restructuring.

7. INDUSTRY OVERVIEW AND PROSPECTS

Upon completion of the Proposed Restructuring Scheme, SPHB
Group's business will also involve the construction industry and
the property sector.

7.1 Overview and outlook of the Construction Industry

Growth in the construction sector continued to be bolstered by
projects implemented under the fiscal stimulus programme and
housing development, thus contributing to a stronger growth of
3.8% in 2000 (2001: 2.3%). At the same time, the Government
reviewed procedures, rules and guidelines as well as established
a special task force to ensure that the implementation of public
and privatised projects are carried out as scheduled and
therefore, produce the intended impact.

Housing property development continued to remain strong, due
mainly to the stable and low interest rate. The Government
continued its efforts to increase the number of low-cost houses
for the lower income group. Towards this end, a total of RM943
million was allocated for several low cost housing projects in
2002. Under the Public Low-Cost Housing Programme and People's
Housing Project, a total of 11,200 units of low-cost houses is
expected to be built compared to 7,700 units in 2001, a
significant increase of 45%. At the same time, this initiative
is complemented by several other special schemes, set up to
build low-cost houses to be financed under the various funds,
such as the Fund for the Hard Core Poor, the Fund to Accelerate
the Construction of Low-Cost Housing and the Low-Cost Housing
Revolving Fund.

The Government continued to monitor and address the issue of
property overhang especially commercial space. During the first
quarter of 2002, the number of unsold industrial units recorded
a reduction of 8.7% while vacant space in shopping complexes was
reduced marginally by 1.1% compared to the last quarter of 2001.
In contrast, purpose-built office vacancy increased marginally
by 0.7% during the same period.

The construction sector is envisaged to record growth of 4.5%
(2002:3.8%). Public sector infrastructure projects in health and
education sub-sectors in particular, as well as for rural
development, will continue to drive the sector. Housing
development is also expected to contribute significantly to
growth in the sector in view of the increasing demand,
especially for the low and medium cost houses.

(Source: Economic Report 2002/2003)

7.2 Overview and outlook of the Property Development Sector

Measures undertaken by the Government to support economic growth
and increase disposable income led to a positive growth of the
residential sub-sector in 2001. Growth was supported by strong
underlying demand for residential units, particularly affordable
and conventional housing in choice locations with good
accessibility. The low interest rate environment with financial
institutions offering competitive housing loan packages with
lower margin requirements and longer tenure provided additional
impetus. Other incentives included withdrawals of EPF funds for
the purchase of a second house; exemption from stamp duties;
lifting limitations for financial institutions to finance the
construction of residential properties priced above RM250,000
each and shophouses within residential areas; and allowing
proceeds from private debt securities to be used to finance the
development of such properties provided they achieve break-even
sales in value terms.

In 2001, demand in choice locations strengthened while sales
performance of new launches of housing schemes in poor locations
showed a declining trend during the latter half, with the takeup
rate declining from 53% in the first quarter to 40% during the
third quarter. Nevertheless, government measures to reduce the
property overhang by granting stamp duty exemptions for the
purchase of completed properties from developers resulted in a
total of 6,100 units of properties valued at RM1.7 billion being
sold during 2001. This represented about a quarter of the 24,000
units of properties valued at RM7.7 billion that were offered by
developers registered with the Real Estate & Housing Developers'
Association of Malaysia (REHDA). Mortgage loans granted by the
banking system rose by 17.2% (RM12.8 billion). In particular,
loans by the Treasury Housing Loans Division increased
significantly due to higher loan eligibility for civil servants
and the ability to utilise the balance of loan eligibility to
purchase a second house. In line with higher approvals, total
housing loans outstanding increased in 2001. Prices of
residential properties rose marginally during 2001 after
appreciating by 15.4% since the first half of 1999. The
Malaysian House Price Index rose at an annual rate of 0.9%
during the first half of 2001. Although the index remained below
the peak level recorded in 1997, house prices in several states
exceeded the pre-crisis levels.

Generally, all states registered price increases, except for
Selangor and Kelantan where prices declined marginally. In
particular, terraced houses in Kuala Lumpur recorded the highest
price increase of 20.5%.

The property overhang situation improved primarily due to the
sales of residential properties. As at end-June 2001, data
compiled by the National Property Information Centre (NAPIC) of
the Valuation and Property Services Department showed that the
overhang of residential properties improved by 31.4% to 35,203
units, while the improvement in value terms was 26.5% to RM4.9
billion. Several measures were introduced during the year to
reduce the property overhang. With the liberalisation of the FIC
guidelines effective 25 April 2001, foreign purchases of
commercial properties increased by 14% to RM634 million. The
large overhang and low occupancy rates of office and retail
space continued to restrain growth of the non-residential sub-
sector. Construction of purpose-built office and retail space
during 2001 was supported mainly by ongoing projects. Commercial
property transactions adjusted downwards by 5% in terms of value
and 11% in volume terms.

Low interest rates and easy access to financing have contributed
to growth in housing loans. As at the end of September 2001,
loans to the broad property sector has increased to RM160.54
billion from RM149.10 billion as at the end of September 2000,
accounting for 37.3% of total outstanding loans, which was
higher than the 36.6 % by end-September last year. Loans
approved towards the purchase of residential property increased
by 7.3% to RM32.29 billion while loans approved for real estate
sub-sector showed a decrease of 12.8%, construction sub-sector
by 9.3% and loans for the purchase of non-residential properties
declined by 8.0%. Intense competition among banks to capture a
greater shares of the residential mortgage market which further
boost activity in the residential. Bank Negara Malaysia also
lifted the restriction on the provision of bridging finance for
the development of residential properties above RM250,000 per
unit as well as for the development of shop houses exceeding
RM250,000 per unit located within residential areas on 27
November 2001.

Activity in the non-residential sub-sector would continue to be
constrained by excess capacity with activity focused mainly on
ongoing projects.

(Sources: Bank Negara Malaysia Annual Report 2001; Property
Market Report 2001/ Economic Report 2001/2002)

7.3 Prospects of PSB

The principal activities of PSB are project management and the
provision of building and construction services. PSB has an
established track record in the building industry, specifically
in high rise commercial buildings. Incorporated in 1995, PSB
initially focused on the building of commercial projects. Since
2001, PSB and its subsidiaries were awarded contracts for
bridges and roadwork. PSB is also working with construction
companies who are involved in government projects.

PSB is also positioning itself to bid for overseas projects,
especially in Indo-China, China and India. Toward this end, PSB
is currently negotiating with local companies and
representatives to assess opportunities in infrastructure and
housing projects in these countries.

PSB is confident of securing more local construction projects
over the next three (3) years, mainly from both the private and
public sectors. PSH also expects project management fees to
contribute significantly to total group revenue.

Currently, PSB has contracts in hand worth at least RM600
million and have tendered for contracts worth at least RM76
million.

7.4 Prospects of WFE

The principal activities of WFE are as follows:

     (i) Manufacturing, supply and installation of integrated
         system formworks for the construction and building
         industry; and

    (ii) Engineering for the building industry and integration
         of pre-cast technologies with cast-in-site system
         formwork method of construction.

The use of an integrated system of formwork will improve the
speed of construction, the standard of the quality of
construction products and a higher lever of productivity. The
system formwork construction technology depends on mechanisation
than skilled labour, which is scarce and the costly. The
advanced technology and mechanisation applied in the system
formwork construction have been widely used in the construction
and building industry to replace the labour-intensive
conventional formwork method.

The Malaysian government has taken measures to encourage the
building of more low and medium cost housing, whereby formwork
is an essential item for such projects.

The Company is gearing itself to expand to Singapore. The
management is also considering establishing an office in Hong
Kong to act as the base to penetrate the Chinese market where
formwork is being introduced to housing developers and
contractors.

Currently, WFE has contracts in hand worth at least RM140
million and have tendered for contracts worth at least RM900
million.

7.5 Prospects of Tampin Property

The parcel of land of 65 acres to be developed is part of Bandar
Utama Tampin.

Tampin is a growing township in Negeri Sembilan and borders
Melaka. Demand for housing is stable and the development of
Bandar Utama Tampin is expected to be the new landmark of the
town.

The development layout and plan for the Tampin Property has been
finalised and the launching of the units may proceed at any time
after obtaining the necessary approvals from the relevant
authorities.

The proposed development project consists of 745 units of low
cost apartments and medium cost terrace houses, with total
expected revenue of RM118 million over 3 years.

The project is expected to be launched after taking into
consideration the success of neighbouring projects.

7.6 Prospects of PD Property

The PD Property is located about 32 km to the south east of Port
Dickson town center via Port Dickson-Pasir Panjang-Linggi main
road.

Port Dickson and Melaka remain established tourism destinations.
The proximity of the PD Property to these two tourism areas has
the potential to attract investors and holidays-makers to the
proposed development.

The PD Property offers good beach frontage and agro-tourism
opportunities as the neighbouring areas provide natural flora
and fauna.

The PD Property is believed to be suitable for the building of a
resort township comprising of waterfront residential units,
chalets with clubhouse, marina, hotel, boat yard,
commercial/retail shophouses, health spa, "Club Med" styled
resort/hotel and "Outward-Bound" styled training and motivation
club.

To generate initial cashflow, the Company proposes to develop
chalet lots. The chalet lots have a 1,200 sq. ft. built-area,
which will be fully furnished. This phase will have a club-house
to cater to the needs of the chalet residents. Management of the
chalets will be contracted out to professional hospitality
companies. Owners have the option to lease out their units to
the management company.

The other phases of development will be launched at a later date
pending the response of the first phase, which is estimated to
have a development value of RM15 million, out of the total
development value estimated at RM360 million.

The above development plans are expected to be finalised soon.

7.7 Prospects of Seremban Property

The parcels of land are contiguous and are located within the
Rasah area off Seremban Town, and approximately one (1)
kilometer south of Seremban town centre. The land has been
converted to commercial status.

Planning for the development will comprise mainly of shop-
houses, a retail complex and four blocks of residential
apartments.

The site is surrounded by existing housing estates such as Taman
Permai and is serviced by two roads.

The development proposes to house a modern wet and dry market,
which will cater to residents within the town centre as two
other "hypermarkets" are located in Senawang and Seremban Two,
which cater to residents in those areas. The complex also plans
to house a college.

The proposed project will also incorporate 240 units of medium
cost apartments. An apartment project
"Belimbing Heights" located within a radius of 500 metres had
recorded good sales.

The proposed development project will consist of the following
components:

(1) 240 units medium cost apartments;

(2) A commercial complex / with a gross area of nett area of
    140,000 sq. ft. incorporating:

    (a) modern wet / dry market;
    (b) retail lots;
    (c) college; and
    (d) movie / entertainment centre.

(3) 24 units of three storey shophouses.

The total expected revenue of the project is approximately RM140
million over 4 years. These development plans are expected to be
finalized soon.


8. RISK FACTORS

At this juncture, the risk factors of the Proposed Restructuring
Scheme are principally the following:

8.1 New business

SPHB Group is currently principally involved in the
manufacturing and trading of plastic products and electrical
appliances; manufacturing and trading of plastic packaging
products and timber-related businesses and property development.
After the Proposed Restructuring Scheme, SPHB Group's revenue
and profit will be from the existing operations of SPHB as well
as from PSB and WFE which are involved in the construction
industry. As such, after the completion of the Proposed
Restructuring Scheme, SPHB Group's performance would also be
affected by the performance of the construction industry, which
is a competitive one with a large numbers of players. Although
there are a large numbers of players, the sector is by nature
fragmented with many several sub-sectors. The level of
competition varies from one sub-sector to another. The
relatively more competitive sectors are the markets for the
construction of low and medium-cost housing where there are many
small and large players competing against each other.

8.2 Change in control

Following the Proposed Restructuring Scheme, the Vendors of PSB,
WFE, the Tampin Property, the Seremban Property and the PD
Property will own 171,500,000 SPHB Shares representing 79.22%
equity interest in SPHB (before exercise of any Warrants and
full conversion of the ICULS) and therefore will be the largest
and controlling shareholders of SPHB. The Vendors as the new
controlling shareholder may introduce a new set of Directors who
will effectively determine the future business direction of SPHB
Group. The Vendors will be able to influence the outcome of
matters requiring the vote of the SPHB's shareholders, unless
they are required to be abstain from voting by law and/or the
relevant authorities.

8.3 FI Creditors' approvals for the Proposed Restructuring
Scheme

Currently SPHB is negotiating with the FI Creditors for their
respective approvals for the Proposed Restructuring Scheme. As
such, the FI Creditors have not executed the Debt Restructuring
Agreement ("DRA") and the Option Agreement pursuant to the
Proposed Restructuring Scheme. In the event that any of FI
Creditors do not agree to the Proposals, SPHB will not be able
to proceed with the Proposed Restructuring Scheme in its current
form.

8.4 Dependence on key personnel

The success of SPHB Group upon completion of the Proposals will
depend to a significant extent upon the abilities and continued
efforts of the Directors and senior management of the SPHB
Group. The SPHB Group's future success will also depend upon its
ability to attract and retain skilled personnel.

9. EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME AND PROPOSED
EXEMPTION

9.1 Group Structure

The effects of the Proposed Restructuring Scheme on the group
structure of SPHB are as per Table 17.

9.2 Share Capital

The effects of the Proposed Restructuring Scheme on the share
capital of SPHB are as per Table 18.

9.3 Net Tangible Assets ("NTA") and Gearing

For illustration purpose, the proforma effects of the Proposals
on the consolidated NTA and gearing of the SPHB Group based on
the audited consolidated accounts of SPHB Group as at 31 May
2002, are set out as per Table 19.

9.4 Earnings

The Proposals are expected to be completed by the third quarter
of 2003 and therefore is not expected to have any material
effect on the earnings of SPHB for the current financial year
ending 31 May 2003. However, the Proposed Restructuring Scheme
is expected to contribute positively to the earnings of SPHB
thereafter.

9.5 Substantial Shareholders

The proforma effects of the Proposals on the shareholding of the
substantial shareholders of SPHB (holding more than 5% interest
of the issued and paid-up share capital) based on the Register
of Substantial Shareholders of SPHB assuming that the Proposals
were effected on that date are set out in Table 20.

10. CONDITIONS OF THE PROPOSALS

The Proposals are conditional upon the fulfillment and obtaining
the following:

     (i) the approval of the SC;

    (ii) the approval of the FIC;

   (iii) the approval of the MITI;

    (iv) the KLSE for listing of and quotation for the new SPHB
         Shares to be issued pursuant to the Proposed Restricted
         Issue, Proposed Special Bumi Issue, the Proposed
         Acquisitions, the exercise of the Warrants and the
         conversion of the ICULS, the Warrants and the ICULS;

     (v) the shareholders' approval at an Extraordinary General
         Meeting to be convened; and

    (vi) Any other approval from the relevant authorities, if
         necessary.

All the Proposals are inter-conditional.


11. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
As far as the Directors are aware, none of the Directors and
substantial shareholders of SPHB and/or persons connected to
them has any interest, direct or indirect, in the Proposals.

12. DEPARTURES FROM SC GUIDELINES
Save as disclosed below, the Company is not aware of any other
departure from the SC Guidelines in respect of the Proposed
Restructuring Scheme.

12.1 Exercise Price of the Warrants and Conversion Price of the
ICULS

Based on the SC's Policies and Guidelines on Issue/Offer of
Securities ("SC Guidelines"), the exercise price of the Warrants
and the Conversion Price of the ICULS could be set at a discount
of not more than 10% from the five (5) day weighted average
market price of the SPHB Shares at a price-fixing date to be
determined after the approval of the SC for the issuance of the
Warrants and the ICULS. However, both the exercise price of the
Warrants and the conversion price of the ICULS have been fixed
upfront at RM1.50 and RM1.00 respectively.

12.2 Issue Price of the Restricted Issue Shares and SBI Shares

Based on the SC's Guidelines, the issue price of the Restricted
Issue Shares and SBI Shares shall be fixed at a date to be
determined after the approval of the SC for the Proposed
Restructuring Scheme.

However, for the Proposed Restructuring Scheme, it is proposed
that the issue price for the Restricted Issue Shares and the SBI
Shares to be at the par value of SPHB Shares which is RM1.00.
SPHB will seek exemptions from the SC for the abovementioned
departures from the SC Guidelines.

13. TIMING OF THE SUBMISSION TO SC

A submission to the SC on the Proposed Corporate and Debt
Restructuring Scheme is expected to be made within three (3)
months from the date of this announcement.

14. ADVISER

SPHB has appointed CIMB as the Adviser for the Proposals.

15. STATEMENT BY BOARD OF DIRECTORS

Having considered all aspects of the Proposals, the Board of
SPHB is of the opinion that the Proposals are in the long-term
interest of SPHB Group.

16. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection
at the Registered Office of SPHB at Subang Square Suite E-7-2,
Jalan SS15/4G, 47500 Subang Jaya, Selangor Darul Ehsan from
Mondays to Fridays (except public holidays) during business
hours for a period of three (3) months from the date of this
announcement:

     (i) The conditional SPAs dated 18 September 2002 and the
         Supplemental SPAs dated 11 November 2002 for the
         Proposed Acquisitions; and

    (ii) The Memorandum of Understanding between SPHB and the
         Vendors of PSB dated 26 February 2002.

COMPANY PROFILE

The Southern Plastic Group, which originally produced both
finished and semi-finished plastic and plastic electrical
products for the local and export market, has diversified into
plastic packaging and manufacturing and trading of timber
products. Timber supply is sourced from within Malaysia and the
products are exported mainly to Thailand, China, Japan and the
US.

The Group's factories are located in Province Wellesley in
Penang and Sungei Buloh and Sungei Besi in Selangor.

The Group is in the midst of negotiating with its financial
creditors pursuant to a restructuring scheme, to address
substantial bank borrowings which are currently in default.
Arthur Andersen & Co and Aseambankers Malaysia Bhd have been
appointed to formulate the scheme.

Southern Plastic is also in the process of securing agreements
from companies it plans to acquire. It has applied for and KLSE
has approved a further extension to 30.4.2002 to announce its
plan to regularise its financial condition.

CONTACT INFORMATION: Lot 603, Kawasan Perindustrian Kampung
                     Teluk, Sungai Dua
                     13800 Butterworth, Penang
                     Tel: 04-3562868
                     Fax: 04-3561322



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


DMCI HOLDINGS: Posts 9-Month P160M Net Loss
-------------------------------------------
DMCI Holdings Inc. incurred a net loss of 160. 585 million pesos
in the nine months to September, compared with a year-earlier
profit of 30.813 million.

AFX Asia said the construction firm's revenue during the period
dropped to 2.362 billion pesos from 3.225 billion a year
earlier, while cost and expenses dropped to 2.527 billion pesos
from 3. 176 billion.

The Troubled Company Reporter-Asia Pacific reported in October
that DMCI Holdings Inc. has restructured 2.4 billion pesos worth
of convertible preferred shares that fell due in April 2002.


MANILA ELECTRIC: Customer Refund Ranges From P8B to P28B
--------------------------------------------------------
Manila Electric Co. (Meralco)'s refund to customers is expected
to range between 8 to 28 billion pesos, depending on the refund
structure determined by the Energy Regulatory Commission (ERC),
according to BPI Securities.

Other mechanics of the refund have yet to be determined, such as
whether it will take the form of customer credit on future bills
or even shares in the Company, an option that would depend on
ERC approval.

Meralco has scheduled meetings with five major local creditors
namely Citibank NA, Bank of the Philippine Islands, Banco de Oro
and Equitable PCI Bank on November 21 and 22 to discuss the
refund.


MANILA ELECTRIC: PSE Probes Trading
-----------------------------------
The Philippine Stock Exchange (PSE) conducted a prove into the
extraordinary trading of Manila Electric Co. shares in the days
leading up the Supreme Court's refund ruling against the
Company, the Manila Bulletin reports, citing PSE President
Ernest Leung.

Meralco's shares saw sharp price and volume movements ahead of
the November 15 ruling of the Supreme Court, which found Meralco
must refund R0.167 per kilowatthour in over billings to
customers from 1994.

"We started the investigation of Meralco on the assumption that
the information had been leaked to certain groups before the
Supreme Court's ruling came out," Leung said.


MANILA ELECTRIC: No Bailout For Meralco, Camacho Says
-----------------------------------------------------
The Philippine government will not bail out Manila Electric Co.
but it will help it return to a sound financial footing, the
Malaya Newspaper said on Thursday, citing Finance Secretary Jose
Isidro Camacho.

He said there would be no takeover as it will not solve the
problem and the government will become responsible for its
debts.  The government alone, and through government finance
institutions, owns over 25 percent of Meralco compared with the
Lopez family's 16 percent.  The Lopez family manages the power
firm.

He added a takeover is out of the question as it goes against
the government thrust to dispose off assets not central to its
functions. The Supreme Court's decision also affected the plan
of the national government to dispose its 10-percent stake in
Meralco this year that should have translated into additional
revenues.


NATIONAL POWER: PSALM Forges New Deal to End NPC-PGI Dispute
------------------------------------------------------------
The Power Sector Assets and Liabilities Management Corp. (PSALM)
and Philippine Geothermal, Inc. have recently reached an
agreement on the terms of a new sales steam agreement that, once
approved by government authorities, will replace the old service
contract between the National Power Corporation and PGI.

The proposed settlement puts an end to the seven-year-long
dispute between PGI and NPC that arose from the interpretation
of the renewal clause of the original 25-year Service Contract
signed in 1971.  The service contract covered the Tiwi and
Makiling-Banahaw geothermal sites in Albay and Laguna-Batangas,
respectively.  When the contract expired in 1996, NPC challenged
the validity of a provision giving PGI a renewal option.  The
dispute is now pending before the Supreme Court and the
International Court of Arbitration for resolution.  However,
court proceedings have been suspended since August 2001 while
negotiations are on going between PSALM and NPC and PGI.

In a recent joint board meeting, the Board of Directors of
Directors of PSALM and NPC approved the term sheet that will
embody the main elements of a new steam sales agreement.  The
new agreement will be submitted to the appropriate government
authorities for final approval.

"We have sealed a term sheet which promises a mutually
beneficial outcome for the parties," PSALM President Edgardo del
Fonso said.  "For PGI, its right to explore, develop and manage
the geothermal resources in the Tiwi and Makban sites will
continue unchallenged.  For PSALM /NPC, the new agreement will
generate savings well in excess of $200 million until its
expiration in 2021.

According to Mr. Del Fonso, PGI will bear development and market
risks under the new steam sales agreement.  In lieu of service
fees and other payments in the service contract, PSALM/NPC will
pay PGI only for the actual steam used for generation, with no
fixed fees or guaranteed off-take obligations.  The steam will
be priced at a discount to coal, and will result in the lowest
cost steam among all geothermal sites in the country.  The low
fuel price will ensure high utilization of the government -
owned generating plants and enhance their privatization value.

As part of the agreement, PGI will form a Filipino-Company in
keeping with the ownership requirements for entities involved in
the development and use of natural resources.

Energy Secretary Vincent Perez lauded the efforts of PSALM and
PGI in reaching agreement after months of negotiation.  "We view
this development as a win-win situation for all the parties," he
said.  "By this agreement, we have demonstrated that we can
promote the government's interests, adhere to Constitutional
requirements, and that the same time uphold the principles of
fairness and equity in our dealings with the private sector and
foreign investors," Secretary Perez added.


PHILIPPINE LONG: Workers Protest Traffic Exchanges' Closure
-----------------------------------------------------------
Several workers of the Philippine Long Distance and Telephone
Co. (PLDT) on Wednesday staged a countrywide, one-hour long
noise barrage to protest the planned closure of eight of the 11
traffic exchanges in the country, Cebu Daily News said on
Wednesday.

On November 6, 2002, the management issued a notice for the
closure without informing the employees about the plan. The
report said 503 regular employees nationwide would be affected
by the closure, which would take effect on December 31. The
traffic exchanges in Malolos, Tarlac, Batangas, Lucena, Calamba,
Cavite, Davao and Iloilo would be closed.

Macapagal said there were several issues pending before the
Department of Labor and Employment (DOLE) that the union raised
against the management, and the most pressing matter was the
latest plan to close the eight exchanges.


PHILIPPINE LONG: Undisrupted Operations Planned During Strike
-------------------------------------------------------------
The Philippine Long Distance Telephone Co. (PLDT) is taking
steps to ensure that operations will not be disrupted if its
labor union implements its plan to strike in December.

According to the Business World, PLDT's Manggagawa ng
Komunikasyon (MKP) sa Pilipinas has filed a notice to strike at
the Labor department for unfair labor practice as the telecom
giant admitted it would be laying off 500 employees in its
provincial exchanges. PLDT said the firm had to resort to the
job cuts due to weak take-up for operator-assisted long-distance
calls.

"In recent years, the use of operator-assisted calls have
drastically declined due to the popularity of direct dialing and
other alternative means of communications," it said in a
disclosure to the Philippine Stock Exchange. "Presently, both
management and the union are in discussions and we remain
hopeful that the matter may be resolved at the soonest time
possible. PLDT management commits that any decision it makes
shall be in accordance with the law and the principles of equity
and fairness to all its employees, stakeholders, shareholders
and the public that it serves."



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


ACI TECHNOLOGY: Enters Voluntary Liquidation
--------------------------------------------
The Board of Directors of Asian Micro Holdings Limited announced
that ACI Technology (Thai) Co., Ltd. ACIT has completed its
voluntary liquidation on November 5, 2002.

ACIT was incorporated on 18th January 1996 to carry on the
business in trading of clean room supplies for the electronic
and hard disk drive industries. The Company held 49 percent
equity in ACIT, which had a paid-up capital of Thai Baht
250,000.00, with balance 51 percent held by Four Seasons
Property Co., Ltd.

Following the Company's cost cutting measures, the Group's
overseas trading business have been streamlined and consolidated
in Singapore and ACIT has remained dormant since Dec 2001. The
Board of Directors of both joint-venture partners have mutually
agreed and passed a resolution to place ACIT into voluntary
liquidation. This transaction will not have a material impact on
the earnings per share and the net tangible assets per share of
the Company for the current financial year. None of the
directors or substantial shareholders of the Company has any
interest, direct or indirect in ACIT.


DATACRAFT ASIA: Slashing 1,400 Workers During Next Six Months
-------------------------------------------------------------
Datacraft Asia Limited may cut its workforce further to 1,400 in
the next six months as it continues to tighten costs amid weak
IT spending, according to AFX Asia on Thursday, citing Chief
Financial Officer Philip Chu.

The Company cut its ranks to 1,502 at the end of September, from
1,904 a year earlier and reduced costs by US$7.4 million in the
process. Datacraft Asia posted a net loss of US$34.803 million
in the 15 months to September, compared with a profit of 45.056
million previously, largely on the back of goodwill
amortization, one-off charges and additional provisions for
specific doubtful debts.

"If the business is worse than flat, we will cut costs further,"
Datacraft CEO Ron Cattell said at a news briefing.


Datacraft Asia recorded costs of $23 million for bad debts in
China and another $2.9 million for debt owed by bankrupt
telecommunications Company WorldCom Inc. The Shanghai police
have begun a fraud investigation related to debts owed to
Datacraft in China, it said.

Datacraft said in August a Singapore authorities' probe began on
allegations that may be related to insider trading. The police
haven't disclosed the subject of their investigation. The
Singapore Exchange also reprimanded the Company for failing to
disclose details about its bad debts in China.


FDS NETWORKS: Issues Profit Warning
-----------------------------------
The Board of Directors of FDS Networks Group Ltd refers to the
announcement of the Company's results for the half-year ended 30
June 2002 made on 13 August 2002. In anticipation of our Group's
full year financial announcement for the fiscal year 2002, the
Directors deem it fit to give shareholders a profit warning now.

The Directors would like to highlight that although there is
expected to be an improvement in results in the second half of
FY2002 at the cash flow level compared to the first half in
FY2002, the Company anticipates that there will be a negative
impact on the results of the Group level for the second half of
FY 2002.

This is due to an aggregate purchased goodwill impairment loss
of US$500,000 arising from the acquisition of Circle Global
Networks and Gloria Technology and the provision of US$250,000
for doubtful debts at the Group level.

The Directors stated in the announcement on 13 August 2002 at
paragraph 7(a) that "in Singapore our FDS Networks operation was
recorded a small losses during the period and the purchase of
Circle Global Networks (CGN) by FDS Infrastructure Singapore
operations caused the unit to record losses of USD107K as
infrastructure markets were sharply down. In the interest of
prudence we have made a provision for the goodwill resulting
from our purchase of CGN". The Directors wish to now highlight
that there has been no improvement in the infrastructure markets
for the second half of FY2002 so far and this has led us to cut
expenses for our infrastructure operations in Singapore. As a
result and on grounds of prudence, the Company has made full
provision for write-down on the said purchased goodwill for
Circle Global Networks.

The aforesaid aggregate purchased goodwill impairment loss of
US$500,000 also consist of the purchased goodwill write down in
relation to a revaluation of Gloria Technology in line with
changes in market conditions.

The debt of US$250,000 has been restructured to be repaid over a
longer period of time. On grounds of prudence, the Company has
made full provision for this amount. Any write-back on this
provision for doubtful debt will only be made only upon receipt
of such debt.

Apart from our Singapore operations and the provision for
doubtful debt described above, the Directors of the Company
found the trading conditions and performance to improve in the
second half of FY2002 as noted in the paragraph 8 commentary of
our last half year announcement of results.


UNITED OVERSEAS: Voluntarily Winding Up Unit
--------------------------------------------
United Overseas Bank Limited (UOB) announced that ICB Finance
Limited, a wholly owned subsidiary of UOB in Hong Kong, has
commenced member's voluntary liquidation. The liquidation is
part of the ongoing rationalization of the operations of the UOB
group of companies.


UOB KAY: Unit Enters Liquidation
--------------------------------
The Board of Directors of UOB-KAY Hian Holdings Limited
announced that UOB Kay Hian Futures Pte Ltd, a wholly owned
subsidiary of UOB-Kay Hian Holdings Limited will be placed under
members' voluntary liquidation with effect from 19 November
2002.

An agreement has been signed with UOB Bullion and Futures
Limited to take over the futures trading operations and clearing
of trades for clients of UOB Kay Hian Futures Pte Ltd.



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


CH KARNCHANG: Tax Scam Could Slow Recovery Momentum
---------------------------------------------------
A potential involvement in a tax scam is not helping the cause
of Ch Karnchong as it tries to regain footing years after the
Asian financial crisis, The Nation says.

Deputy managing director Kamthorn Trivisvavet, who resigned
Monday, faces an arrest warrant for allegedly masterminding the
abduction of internal auditor, Seri Pootamjai.  The paper says
Mr. Seri was kidnapped, but rescued by police last month.  He
has claimed that someone wanted him out of the way because he
knew about the firm's fraudulent tax dealings.

The Revenue Department of the Finance Ministry on Monday said
its probe into the Ch Karnchang case, started a month ago, is
unfinished.  The case is said to involve a tax rebate of about
Bt500 million.

Supakit Jirapraditkul, senior vice president of the SET,
confirmed to the paper Monday that police were arresting Mr.
Kamthorn only on kidnapping and detention charges and not, as
yet, on anything directly linking him to a tax scam.

Saranya Chindavanig, spokeswoman for the Securities Exchange
Commission (SEC), said the watchdog shared the SET's view. If
the Revenue Department found the company guilty of tax evasion,
the SEC would inquire for more information and evaluate the
development's impact on the public, as Ch Karnchang is a public
company. It operates Thailand's first subway system and leads
the BMCL subway consortium, the paper says.

The company has maintained that its books have been prepared in
accordance with the Accountancy Act and the Revenue Code, as
well as the generally accepted accounting principles of the
Institute of Certified Public Accountants and Auditors of
Thailand.  Ernst & Young is its external auditor.

Stock market analysts interviewed by The Nation believe the
scandal will have adverse repercussions.

"It's an issue of corporate governance and honest management,"
one analyst told the paper.

The paper says the subway line is scheduled to operate by 2004.
Already, the project has been hit by several delays due to lack
of funding.  Analysts say the company will now have a hard time
convincing potential lenders of its transparency and good
corporate-governance standards.



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,
Larri-Nil Veloso, Maria Cristina Pernites-Lao, Editors.

Copyright 2002.  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 240/629-3300.

                 *** End of Transmission ***