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

                   A S I A   P A C I F I C

           Friday, June 20 2003, Vol. 6, No. 121

                         Headlines

A U S T R A L I A

AMP LIMITED: Issues Share Purchase Plan Update
ARISTOCRAT LEISURE: Obtains Balmoral Property Court Order
CHAOS GROUP: June 26 Meeting Moved to July 24
PASMINCO LIMITED: Extends Elura Mine Purchase Date to July 18
QUADRANT IRIDIUM: Undergoes Capital Raising, Debt Reduction

QUADRANT IRIDIUM: Investment Write Down Resolved
TELEVISION & MEDIA: Welcomes Network Ten GM to Board
SPECIAL UTILITIES: Releases Winding Up Proposals Details
TRANZ RAIL: Receives Two Bids for Trucking Operation
TRANZ RAIL: Toll Holdings Advances Bid Despite Profit Downgrade

UNION CAPITAL: Converts $50,000 in Notes
UNITED ENERGY: July 10 AGM Scheduled


C H I N A   &   H O N G  K O N G

BUNBO INVESTMENT: Faces Winding Up Petition
CIL HOLDINGS: Restores Public Float
GOLDEN ENERGY: Winding Up Sought by Roco Investment
HILLSON TRANSPORTATION: Winding Up Petition Hearing Set
PCCW LIMITED: Sees No Reason for Trading Volume Increase

STRONG BASE: Winding Up Hearing Scheduled in July
WEIBERG MACHINERY: Winding Up Petition Heard


I N D O N E S I A

KRISINDO MAS: EGM Resolves Dissolution, Liquidation


J A P A N

FUJITSU LIMITED: Enters Alliance With Siemens
MITSUI MUTUAL: Mooody's Review Ba3 Rating For Possible Downgrade
SHOWA DENKO: Trading Securities in TSE
TOKAI CORPORATION: JCR Downgrades Rating to BB-


K O R E A

CHOHUNG BANK: 5,800 Workers Walked Out Wednesday
HYNIX SEMICONDUCTOR: Korean Government Fights For Chipmaker
HYNIX SEMICONDUCTOR: S. Korea Discuss Reconstruction
SK GLOBAL: SK Corp. Shareholders Oppose Bailout
SK GLOBAL: Sovereign Demands Replacement of SK Corp. Directors


M A L A Y S I A

ABRAR CORPORATION: Depositors Register Close on June 24
AYER HITAM: Re-designates Lim Kean Boon to Executive Director
CELCOM (MALAYSIA): Tanzania Unit Faces Creditors' Petition
GANAD CORPORATION: Gets SC's Nod on Proposals
HUME INDUSTRIES: Unit Voluntarily Liquidated

KAI PENG: Replies KLSE's Query
SASHIP HOLDINGS: June 20 AGM Scheduled
SOUTHERN PLASTIC: Posts Change in Boardroom Notice
SOUTHERN STEEL: Non-Executive Director Haron Retires
SUNWAY HOLDINGS: Subsidiary Grants Leasing Facility to SRH

TAI WAH: Extends Participation Agreement to Sept 30
TALAM CORP.: Shareholders OK Composite Scheme of Arrangement
UNITED CHEMICAL: Provides Defaulted Payment Status Update
WOO HING: Reaches Debt Settlement Agreement With MBB
ZAITUN BERHAD: Proposes Restructuring Scheme


P H I L I P P I N E S

BAYAN TELECOMMUNICATIONS: Completing Debt Deal By Year's End
BENPRES HOLDINGS: Clarifies Asset Sale Report
MANILA ELECTRIC: Clarifies Refund Figures
MANILA ELECTRIC: Extends Second Phase Refund Until 2004
PHILIPPINE LONG: Cebu City Receives Another P10M in Tax Dues

PHILIPPINE LONG: Responds to JPY5.6B Loan Report
URBAN BANK: EIB Starts Second Phase of Rehab


S I N G A P O R E

ALLIANCE TECHNOLOGY: Disposes Shareholding Interests in Units
MULTI-CHEM LIMITED: Post Changes in Shareholder's Interest
YONGNAM HOLDINGS: Unveils Result of Creditors Meeting


T H A I L A N D

BANGKOK RUBBER: Releases Additional Investment Disposal Info
NATURAL PARK: Changes Par Value to Bt100 From Bt10
RAIMON LAND: Offers Newly Issued Shares From Capital Increase
REGIONAL CONTAINER: TRIS Assigns "BBB" Issue Rating
SIAM AGRO-INDUSTRY: Posts Audit Members, Scope of Performance

     -  -  -  -  -  -  -  -

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A U S T R A L I A
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AMP LIMITED: Issues Share Purchase Plan Update
----------------------------------------------
AMP Limited announced Wednesday details of its Share Purchase
Plan (SPP), which formed part of the capital raising for the
proposed demerger of the company.

Under the SPP, approximately 29,000 eligible shareholders
subscribed for around A$96 million worth of shares out of a
total underwritten issue size of A$500 million.

AMP will raise the full A$500 million as the SPP is underwritten
by UBS. In terms of the underwritten shortfall, AMP has been
advised by UBS that it has received quality demand, in excess of
the shortfall, from a broad range of domestic and international
institutional investors.

AMP Chief Executive Officer Andrew Mohl said AMP had raised a
total of A$1.72 billion to facilitate the proposed demerger of
the company, announced on 1 May 2003.

He said AMP had included the SPP as part of its capital raising
to ensure equity for retail shareholders.

"We have a large retail shareholder base, reflecting AMP's
demutualization five years ago, and we felt it was important
that these holders were provided with the opportunity to
participate in the capital raising following the institutional
placement," Mr Mohl said.

The pricing period for the SPP will commence on 23 June 2003
and close on 11 July. The final price that shareholders will pay
for shares will be announced on 14 July 2003. Ordinary shares
under the SPP will be offered at the lower price of:

   * A$5.50 (the price at which institutional investors
subscribed for shares under the recent institutional placement),
or

   * a 5 per cent discount to the average market price of AMP
shares calculated during the pricing period.

CONTACT INFORMATION: Karyn Munsie
        Ph: 9257 9870
        0421 050 430


ARISTOCRAT LEISURE: Obtains Balmoral Property Court Order
---------------------------------------------------------
Aristocrat Leisure Limited announces that it secured on
Wednesday a court order, which will allow it to resume
possession of the Company's Balmoral property no later than 31
July and in the meantime receive a financial return on the
property. The Company is preparing to dispose of the property as
soon as possible.

The Company also noted the recent share price movements and
press speculation about a possible takeover offer for the
Company. The Company is not aware of any basis for the
speculation.

CONTACT INFORMATION: FWE Bush
        COMPANY SECRETARY
        Tel: (02) 9413 6670


CHAOS GROUP: June 26 Meeting Moved to July 24
---------------------------------------------
Chaos Group announced Thursday that the Notice of Meeting lodged
with the ASX on May 26 for the meeting convened on 26 June 2003
had been withdrawn.

The withdrawal of the Notice of Meeting is as a result of the
Board's consideration of concerns expressed by shareholders
about the linking of Resolutions 1 to 3 in the Notice of
Meeting.

The Board recognizes as a result of those concerns expressed by
shareholders, that shareholders should be given the opportunity
to consider each of the Resolutions independently.

In order to enable shareholders to consider and vote on each of
the Resolutions independently, the Board sought and obtained
confirmation from the Australian Securities and Investments
Commission (ASIC). The confirmation received from ASIC is that,
due to the related party issues involved in the sale of the
Entertainment Division, the Notice of Meeting needs to be
withdrawn and a new Notice of Meeting dispatched. This
necessitated a reconvening of the meeting.

The Board has prepared and lodged a new notice of meeting and
explanatory statement with ASIC together with a new proxy form
and independent expert's report. It is anticipated that the new
Notice of Meeting will be forwarded to shareholders on 23 June
2003 and the meeting will now take place on 24 July 2003 at
10:00 am.

CONTACT INFORMATION: Mr Ian McGregor
        Chairman
        Chaos Group Limited
        Tel: 0405 487 900


PASMINCO LIMITED: Extends Elura Mine Purchase Date to July 18
-------------------------------------------------------------
Consolidated Broken Hill Ltd and Pasminco Australia Ltd have
agreed to extend the unconditional date for the purchase of the
Elura Mine at Cobar, New South Wales, to 18th July 2003.

The extension of time is to seek greater certainty on two key
issues Workers Compensation Insurance premiums, and the
rescission of the current Elura Consent Award enabling
implementation of modern labor arrangements at the Mine.

Once the Company goes unconditional on the purchase there is an
8 week transition period to completion, now scheduled for mid-
September 2003.


QUADRANT IRIDIUM: Undergoes Capital Raising, Debt Reduction
-----------------------------------------------------------
The Directors wish to advise that Quadrant Iridium Limited
has raised $600,000 through a placement of shares at $0.025. The
Company is issuing 10,200,000 shares for $255,000. A further
13,800,000 shares for $345,000 will be issued with shareholder
approval.

The $345,000 has been made available to the Company on the basis
that it will be converted to shares at $0.025 per share with
shareholder approval. Of the $345,000, $150,000 has been made
available by two directors, Mr Ian Allen and Mr Michael Abela.
The funds raised will be used to invest in ETS through Q-Tel
(NZ) Limited (refer announcement on 22 April 2003) and general
working capital.

A further 1,814,868 shares will be issued at $0.025 per share to
creditors that have agreed to convert $45,372 owing to them.

DEBT REDUCTION

The Directors of Quadrant advise that they intend, with
shareholder approval, to convert debt owing to Covenant Nominees
Pty Ltd to equity in the Company. It is also intended that
Covenant Nominees Pty Ltd (Covenant) will assume the Company's
National Australia Bank commercial bill debt by the issue of a
Convertible Note to Covenant.

DEBT CONVERSION

The Company had, at the end of March 2003, approximately
$8,015,000 in unsecured debt with Covenant that attracts
interest at the National Australia Bank commercial bill rate
plus 3%. These funds were borrowed by the Company to finance its
investment in Iridium Holdings LLC and for general working
capital. The Company is proposing to convert $7,515,000 of the
debt owing to Covenant to fully paid ordinary shares in the
Company at $0.05 per share. The conversion of this debt to
equity will reduce operating costs of the Company significantly
with interest costs being reduced by approximately $600,000
annually.

CONVERTIBLE NOTE

The Company also has a commercial bill facility with the
National Australia Bank (NAB) for $3,700,000. It is proposed
that Covenant will subscribe for a Convertible Note of
$4,200,000 by assuming the NAB debt and a further $500,000 in
debt owed directly to Covenant. The Convertible Note is to have
a term of 24 months. The Note will have a face value of $4.2m
and will not attract interest in the first 12 months. The Note
is to be converted at the higher of $0.025 per share or at the
weighted average share price 5 days prior to the conversion. The
debt can be converted to shares at the option of Covenant at any
time prior to the redemption date and Quadrant is able to pay
out all or part of the debt during the term of the Note.

SHAREHOLDER APPROVAL

Covenant Nominees Pty Ltd is a company associated with
Quadrant's Chairman and major shareholder, Mr Michael Boyd. The
proposed transactions will require an opinion as to whether they
are fair and reasonable by an independent expert as well as
shareholder approval.

Full details of the debt conversion and convertible note
together with the independent expert's report will be released
in the explanatory statement to accompany the notice of meeting
to approve the transactions.


QUADRANT IRIDIUM: Investment Write Down Resolved
------------------------------------------------
Quadrant Iridium Limited notified that its Directors have
resolved to write down the carrying value of the Company's
investment in mobile satellite telecommunications provider,
Iridium Holdings LLC (Iridium) to A$12.2 million (US$8.2
million).

Quadrant has invested US$8.2 million cash in Iridium and
provided further funding for Iridium by way of Letters of Credit
of US$12.6 million issued in favour of Iridium's banker.

Under Iridium's Members Agreement, members' cash and credit
enhancement contributions (being "capital contributions") will
be repaid as a priority to any other distributions. Although
informed that Iridium is performing to expectation, at this
point, the quantum of distributions beyond the return of initial
capital contributions is uncertain. Iridium is a private US
company of which Quadrant is a minority stakeholder. On the
basis of conservatism, the directors consider that the
appropriate carrying value of the Company's investment is
US$8.2m.


TELEVISION & MEDIA: Welcomes Network Ten GM to Board
----------------------------------------------------
The Directors of Television & Media Services Limited wish to
announce that Mr Peter Montgomery, the General Manager -
Corporate for Network Ten, has been appointed to the board of
TMS.

Peter joined TEN in 1997 having served in key roles in
investment banking and corporate advisory work. After focusing
initially on corporate planning and development with TEN Peter
was appointed as general manager - network operations & digital
development in September 2001 and then general manager -
corporate in March 2003.

Peter Montgomery replaces Peter Myers as Network Ten's
representative on the TMS board of directors.

On March 19, the Troubled Company Reporter - Asia Pacific
reported that Television & Media is in the final stages of
its restructuring efforts. The company unveiled its
restructuring plan in October last year.  The plan saw the
transfer of the cinema advertising business to creditors, namely
the cinema exhibitors Hoyts, Greater Union and Village in
exchange for the release of cinema rent payables (both current
and future liabilities).  The move left the Company solely
focused on the global television business.


SPECIAL UTILITIES: Releases Winding Up Proposals Details
--------------------------------------------------------
On 16 May 2003, the Board announced that it was formulating
proposals for the winding up and reconstruction of The Special
Utilities Investment Trust Plc and is pleased to announce
the full details of the Proposals. Under the Proposals,
Shareholders and Warrantholders will be able to exchange their
investment in the Company for an investment in a new investment
company, Utilico Investment Trust plc, in a tax efficient
manner. Overseas Holders (excluding Shareholders resident in New
Zealand) will be paid cash in respect of their holding.

The Proposals, which require the approval of Shareholders and
Warrantholders at the Separate General Meetings convened for 17
July 2003, the First EGM convened for 17 July 2003 and the
Second EGM convened for 13 August 2003. The Directors, who have
been advised by Collins Stewart, recommend Shareholders to vote
in favor of the Proposals at all the meetings.

References in this announcement to Income Shares, 2003 Capital
Shares and Continuation Capital Shares and to the holders
thereof apply equally to Shares held within 2003 Package Units
and Continuation Package Units and to the holders of those
units.

The Proposals

Background to the Proposals and options available to
Shareholders The Articles currently provide for the termination
of the Company in August 2003 unless the Board is released from
its obligation to implement a voluntary winding up within the
preceding 12 months.

As described at the time of the reorganization of the Split
Capital Pool in August 2001, the Board stated that it would put
forward arrangements in or before August 2003 which would allow
Income and 2003 Capital Shareholders to receive their
entitlements in cash, and allow Continuation Capital
Shareholders and `S' Shareholders to continue their investment
through a successor fund. Shareholders will recall that the
purpose of the reorganization in August 2001 was to enable the
then existing capital shareholders to elect to receive
Continuation Capital Shares, thereby enabling them to continue
their investment beyond August 2003. In addition, when they were
issued in 1995, the `S' Shares were designed to have a planned
life lasting until at least 2008.

The Board has therefore formulated the Proposals under which the
Company will be put into members' voluntary liquidation and
Shareholders will be able to "rollover" their entitlement to the
Company's net assets, after providing for its liabilities
(including contingent liabilities and the costs of implementing
the Proposals), into a new UK investment trust without
commission, brokerage or initial charge or the crystallizing of
any potential liability to UK capital gains tax.

Under the Proposals which are subject to Shareholder approval:

    The Company will be wound up on 13 August 2003;

    Income Shareholders will receive 60p per Income Share plus
a pro rata share of the accumulated revenue reserves
attributable to the Split Capital Pool as at the Calculation
Date unless they elect (in whole or part) for Utilico Shares
(with Utilico Warrants attached);

    2003 Capital Shareholders will receive the Final NAV of
their holding in cash unless they elect (in whole or part) for
Utilico Shares (with Utilico Warrants attached);

    Continuation Capital Shareholders will receive Utilico
Shares (with Utilico Warrants attached);

    `S' Shareholders will receive Utilico Shares (with Utilico
Warrants attached);

    Warrantholders will receive Utilico Shares (with Utilico
Warrants attached); and

    Overseas Holders will receive cash in respect of their
holding.

Utilico Investment Trust plc

Utilico Investment Trust plc is a new UK investment trust,
established as a successor to the Company and whose share
capital will comprise ordinary shares. Warrants will also be
issued at launch on the basis of one warrant for every five
ordinary shares. Application has been made for both the Utilico
Shares and Utilico Warrants to be traded on the London Stock
Exchange and is being made for them to be traded on the New
Zealand Stock Exchange.

Utilico's investment objective is to provide long-term capital
appreciation by investing predominately in utility and related
companies (including other investment companies investing in
such companies), Utilico will be geared through sterling bank
borrowings. Utilico's investment portfolio will be managed by
Mr. Saville, an executive director of Utilico, who will be
responsible for implementing the policies laid down by the board
of Utilico. Utilico has also entered into an investment advisory
agreement with Ingot (presently a co-manager of the Company)
under which Ingot will provide portfolio monitoring, research
and other investment advisory services to Utilico.

Treatment of Warrantholders

The Warrants were issued in April 1995. They entitle holders to
subscribe for one `S' Share per Warrant at a subscription price
of 100p on 31 January in any year to and including 2008. The
Proposals, if implemented, will involve a winding up of the
Company. Under the terms and conditions of the Warrants, on a
winding up, holders of Warrants are to be treated as if they
have exercised their Warrants (and so participate in the winding
up as if they were `S' Shareholders) if the amount payable per
`S' Share exceeds the subscription price.

In a winding up, the 100p subscription price is subject to a
potential downward adjustment by reference to the surplus assets
available for distribution to `S' Shareholders on a winding up
and the average market price of the Warrants for the 10 dealing
days prior to the announcement of the Company's proposed winding
up. On 16 May 2003, the Company announced a proposal to convene
a meeting at which a resolution for the winding up of the
Company would be put to Shareholders. On the basis of an average
Warrant price in the 10 dealing days up to this announcement of
38.5p, and the unaudited diluted net asset value per `S' Share
on 15 May 2003 (the day preceding the announcement) of 180.54p,
the 100p subscription price would not be subject to any downward
adjustment. Accordingly, the entitlements of Warrantholders
under the Proposals (as described below), have been determined
on the basis of an unadjusted subscription price of 100p.

As part of the Proposals, if the resolution to be proposed at
the Warrantholder Meeting is passed, Warrants will be converted
into `S' Shares prior to the Company going into liquidation.
Each Warrantholder will receive (by way of bonus issue) 0.5023
`S' Shares for every one Warrant held (Warrantholders will not
need to pay cash to the Company). This ratio is calculated based
on the unaudited diluted net asset value per `S' Share of
200.93p as at the close of business on 9 June 2003 (the latest
practicable date prior to the date of the Circular). The effect
of this is that Warrantholders will receive value (calculated on
that date) equal to the net asset value of the `S' Shares into
which their Warrants are exercisable, less the subscription
price payable. No fractions of `S' Shares will be issued.

Once the Warrants have been exercised in this way, holders will
then receive Utilico Shares (with Utilico Warrants attached)
under the Scheme. Any Overseas Holders will receive cash.
Accordingly, references to the treatment of `S' Shares pursuant
to the Scheme shall include those `S' Shares arising on the
conversion of the Warrants and `S' Shareholders shall be
construed accordingly.

If the resolution to be proposed at the Separate General Meeting
of Warrantholders is not passed, all Warrantholders will receive
cash in respect of their holdings in accordance with the
existing terms and conditions of the Warrants.

If the resolution to be proposed at the Warrantholder Meeting is
passed but the Scheme does not become unconditional,
Warrantholders will remain converted and the Company will
repurchase all of the `S' Shares arising on such conversion for
an aggregate consideration of œ1. In addition, new warrants will
be issued to Warrantholders on the same terms as the existing
Warrants and in the same amount as their holdings on the Record
Date. The Company will use its reasonable endeavors to obtain
admission of such warrants to the Official List.

Apportionment of the Company's assets on liquidation
The Company's assets are currently held within three distinct
pools: the 2003 Capital Pool, the Continuation Capital Pool and
the `S' Pool. Following the First EGM, the Investment Managers
will progressively liquidate the 2003 Capital Pool and it is
anticipated that the Calculation Date will invest the portfolio
invested in cash or government securities. To facilitate this
process, certain assets may be transferred to the Continuation
Capital and `S' Pools for cash on an arms' length basis.

Upon the Scheme becoming effective, the Liquidators will set
aside cash and other assets in a Liquidation Fund in an amount
which they consider sufficient to provide for all liabilities of
the Company and the entitlements of those Shareholders receiving
cash under the Scheme. In accordance with the Articles, the cash
entitlement of Income Shareholders who do not elect for Utilico
Securities will be allocated between the 2003 Capital Pool and
the Continuation Capital Pool pro rata to the initial allocation
of assets between such pools following the reorganization in
August 2001. Income Shareholders are also entitled to all the
accumulated revenue reserves attributable to the Split Capital
Pool.

The cash entitlements of 2003 Capital Shareholders who do not
elect for Utilico Securities will be borne by the 2003 Capital
Pool. The cash entitlements of any Overseas Holders will be
borne by the `S' Pool, the 2003 Capital Pool and/or the
Continuation Capital Pool, as appropriate.

The remaining assets within the Continuation Capital Pool, the
2003 Capital Pool and the `S' Pool will then be transferred to
Utilico. In addition, subject to the considerations set out
under "Scaling back of the GPLPF holding" below, certain of the
assets within each of the Continuation Capital Pool and the `S'
Pool may be transferred to GPLPF as part of the liquidation and
in connection with the arrangements to ensure its holding in
Utilico does not exceed approximately 51 per cent. of its issued
share capital.

The transfer of such assets to Utilico will be in exchange for
the issue of Utilico Securities (being Utilico Shares with
Utilico Warrants attached on a 1:5 basis). Utilico may also
purchase additional assets from the Company for cash. The number
of Utilico Securities to be allotted to Shareholders will be as
follows:

    Income Shareholders who have validly elected to rollover
their entitlements in the Company's liquidation will receive
such number of Utilico Securities as have a value, at the Issue
Price, equivalent to the Final Entitlement of the Income Shares
(being 60p per Income Share plus a pro rata share of the
accumulated revenue reserves attributable to the Split Capital
Pool as at the Calculation Date);

    2003 Capital Shareholders who have validly elected to
rollover their entitlements in the Company's liquidation will
receive such number of Utilico Securities as have a value, at
the Issue Price, equivalent to the Final NAV of their 2003
Capital Shares;

    Continuation Capital Shareholders will receive such number
of Utilico Securities as has a value, at the Issue Price,
equivalent to the Final NAV of their Continuation Capital
Shares; and

    `S' Shareholders will receive such number of Utilico
Securities as have a value, at the Issue Price, equivalent to
the Final NAV of their `S' Shares.

Benefits of the Proposals

The Directors believe that the Proposals will satisfy the
differing requirements of Shareholders by offering them the
following advantages:

    cash for Income Shareholders and 2003 Capital Shareholders
should they not wish to continue their investment;

    a successor London listed closed-end investment company for
Continuation Capital Shareholders and `S' Shareholders (and
others who wish to remain invested);

    continuity of management: Mr. Saville, an executive
director of Utilico, will be responsible for implementing the
policies laid down by the board of Utilico and Ingot will act as
investment adviser;

    substantial continuity of the directors;

    the Proposals are tax-efficient and will enable
Shareholders to rollover their investment in the Company into
Utilico without crystallizing any potential liability to UK
capital gains tax; and

    the costs of the Proposals are low as a result of the
efficient rollover of the Company's portfolio.

Costs of the Proposals

The costs of the Proposals will be split between the Company and
Utilico.

The costs payable by the Company (excluding irrecoverable VAT)
are not expected to exceed 0.22 per cent. of the Company's net
assets, as at the close of business on 9 June 2003 (being the
latest practicable date prior to publication of the Circular).

The costs of the Proposals payable by the Company will be borne
by the Liquidation Fund which will appropriate cash and assets
to meet such costs from the `S' Pool and the Split Capital Pool
(and within the Split Capital Pool, the 2003 Capital Pool and
the Continuation Capital Pool) in accordance with the normal
accounting policy of the Company.


TRANZ RAIL: Receives Two Bids for Trucking Operation
----------------------------------------------------
Tranz Rail Limited confirmed Wednesday that the company has
received two bids for its trucking operation, Tranz Link.

Board Chairman Wayne Walden says that the bids will be
considered at a Board meeting to be held later this week.

Mr Walden also welcomes a decision by the Takeovers Panel that
it will take no further action on a complaint lodged by Toll
Holdings last week about the Tranz Link asset sale process.

Toll Holdings sought to stop Tranz Rail from continuing with the
sale of Tranz Link while it was in the process of a take over
offer for the entire company. The Takeovers Panel considered
that there was insufficient eviance to conclude that the asset
sale would frustrate the proposed takeover offer of Toll
Holdings.

Mr Walden welcomed this decision as it allows Tranz Rail to
carry on with its asset sale program, which is important for the
company and shareholders.


TRANZ RAIL: Toll Holdings Advances Bid Despite Profit Downgrade
---------------------------------------------------------------
Toll Holdings will proceed with Tranz Rail bid despite its
profit downgrade, IRN News reports, citing Managing Director
Paul Little.

Little stated that they are proceeding with the bid for the
remainder despite a little nervousness over Tuesday's profit
downgrade from Tranz Rail.

Toll Holdings, which currently owns 10% of Tranz Rail, has been
in negotiation with Tranz Rail's major shareholders about its 95
cents a share take over bid.

The Government is also offering a $44 million, Which will have
to be returned if the deal does not go ahead, cash injection to
prevent the company from going bankrupt, and an offer of 67
cents per share for just over one third of the company.


UNION CAPITAL: Converts $50,000 in Notes
----------------------------------------
Union Capital Limited advises that it has received notice from
the Global World Unit Trust (B) to convert $50,000 Convertible
Notes into ordinary shares in Union Capital Limited.

The effect of this notice is to issue 2,794,768 ordinary shares,
as conversion of 50,000 $1 notes and an additional 176,874
ordinary shares as interest payable on the notes being
converted. The issue price of the shares is $0.017891 per share,
being a 20% discount to the weighted average price of Union's
shares traded over the previous twenty trading days.

According to Wrights Investors' Service, at the end of 2002,
Union Capital Limited had negative working capital, as current
liabilities were A$1.52 million while total current assets were
only A$1.14 million. It also reported losses during the previous
12 months and has not paid any dividends during the previous 4
fiscal years.


UNITED ENERGY: July 10 AGM Scheduled
------------------------------------
The Annual General Meeting of United Energy Limited will be held
at the Melbourne Park Function Centre, Batman Avenue, Melbourne
on Thursday, 10 July 2003 at 10:00am and is to be followed by
the Extraordinary General Meeting of members of the Company to
consider a proposed Scheme of Arrangement.

Attached is the Notice of Annual General Meeting of United
Energy Limited as posted to shareholders on 10 June 2003.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Shareholders in United Energy Limited will be held at the
Melbourne Park Function Centre, Batman Avenue, Melbourne,
Victoria at 10:00 am on Thursday, 10 July 2003.

ORDINARY BUSINESS

1. FINANCIAL REPORTS FOR YEAR ENDED 31 DECEMBER 2002

To receive and consider the Financial Reports of the Company and
the consolidated entity and the Declaration by the directors and
the Reports of the directors and auditors thereon for the year
ended 31 December 2002.

2.   ELECTION OF DIRECTORS

(a) To re-elect Mr Timothy C Healey who retires in accordance
with Rule 80 of the Constitution and, being eligible, offers
himself for re-election.

(b) To re-elect Mr Keith G Stamm who retires in accordance with
Rule 80 of the Constitution and, being eligible, offers himself
for re-election.

(c) To re-elect Mr R Paul Perkins who retires in accordance with
Rule 80 of the Constitution and, being eligible, offers himself
for re-election.

(d) To elect Ms Tina R McMeckan who retires in accordance with
Rule 68 of the Constitution and, being eligible, offers herself
for election.

(e) To elect Mr Michael G Jonagan who retires in accordance with
Rule 68 of the Constitution and, being eligible, offers himself
for election.

3. APPOINTMENT OF AUDITOR

To consider, and if thought fit, pass the following resolution
as an ordinary resolution: "That the appointment of KPMG as
auditor of the Company be approved."


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


BUNBO INVESTMENT: Faces Winding Up Petition
-------------------------------------------
Bunbo Investment Limited is facing a winding up petition, which
heard before the High Court of Hong Kong on June 18, 2003 at
9:30 in the morning.

The petition was filed on April 23, 2003 Lee Kwai Fuk of Room
3003, Shui Lung House, Tin Shui Estate, Tin Shui Wai, New
Territories, Hong Kong.


CIL HOLDINGS: Restores Public Float
-----------------------------------
Reference is made to the announcement made by CIL Holdings
Limited dated 16th May 2003.  As mentioned in the Announcement,
upon completion of the Scheme and the Subscription Agreement on
16th May, 2003, the number of Shares held in public hands fell
to 18.3%, which is below the minimum prescribed percentage laid
down in Rule 8.08 of the Listing Rules.

The Company has previously been granted waiver by the Stock
Exchange from strict compliance with the minimum 25% public
float requirement of Rule 8.08 of the Listing Rules for the
period up to 16th June 2003.

Under the Scheme, the Amsteel Group as Scheme Creditor acquired
1,512,356,160 shares of the Company on 16th May 2003. The
Company was notified by means of corporate substantial
shareholder notice under Part XV of the Securities and Futures
Ordinance that on 22nd May 2003 it has disposed 1,512,356,160
Shares, representing approximately 24.5% of the issued share
capital of the Company.

Upon the disposal, more than 25% of the issued Shares, being the
minimum prescribed percentage pursuant to Rule 8.08 of the
Listing Rules, are held in the hands of the public. The Company
has confirmed with the Directors, the chief executives and the
substantial shareholders of the Company that they and their
respective associates are not the parties who purchased the
Shares from Amsteel Group.

Other than Mr. Ke, and his associates, the Company is not aware
of any other connected persons of the Company as defined in the
Listing Rules holding any shares of the Company.


GOLDEN ENERGY: Winding Up Sought by Roco Investment
---------------------------------------------------
Roco Investment Limited is seeking the winding up of Golden
Energy Limited. The petition was filed on March 21, 2002, and
was heard before the High Court of Hong Kong on June 18, 2003 at
10:00 in the morning.

Roco Investment holds its registered office at Top Floor,
Chinachem Golden Plaza, 77 Mody Road, Tsimshatsui East, Kowloon,
Hong Kong.


HILLSON TRANSPORTATION: Winding Up Petition Hearing Set
-------------------------------------------------------
The petition to wind up Hillson Transportation And Trading
Company Limited is set for hearing before the High Court of Hong
Kong on June 25, 2003 at 9:30 in the morning.

The petition was filed with the court on May 7, 2003 by Lam Hing
Yung of 1/F., 726 Shanghai Street, Mongkok, Hong Kong.


PCCW LIMITED: Sees No Reason for Trading Volume Increase
--------------------------------------------------------
PCCW Limited has noted Thursday's increase in the trading volume
of the shares of the Company and wishes state that, save as
disclosed in the Company announcements dated June 5, June 12 and
June 17, 2003, it is aware of any reasons for such movements.

The Company also confirmed that there are no negotiations or
agreements relating to intended acquisitions or realizations
which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Company aware of any matter
discloseable under the general obligation imposed by paragraph 2
of the Listing Agreement, which is or may be of a price-
sensitive nature.

Wrights Investors' Service reports that at the end of 2002, the
company had negative common shareholder's equity of -HK$5.92
billion. It also reported losses during the previous 12 months
and has not paid any dividends during the previous 6 fiscal
years.


STRONG BASE: Winding Up Hearing Scheduled in July
-------------------------------------------------
The High Court of Hong Kong will hear on July 9, 2003 at 10:00
in the morning the petition seeking the winding up of Strong
Base Construction Company Limited.

Tse Shing of 8th Floor, Wing Fung Building, 1 Winslow Street,
Hunghom, Kowloon, Hong Kong filed the petition on May 16, 2003.
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 on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.


WEIBERG MACHINERY: Winding Up Petition Heard
--------------------------------------------
The High Court of Hong Kong was heard on June 18, 2003 at 9:30
in the morning the petition seeking the winding up of Weiberg
Machinery Factory Limited.

Ke Shih Chin of Flat 3, 26/F., Block A, Po Shan House, Po Pui
Court, Kwun Tong, Kowloon, Hong Kong filed the petition on April
30, 2003.  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 on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.


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


KRISINDO MAS: EGM Resolves Dissolution, Liquidation
---------------------------------------------------
The Special Administrators of Seng Hup Corporation Berhad
(Special Administrators Appointed) wishes to announce that the
Board of Directors of PT. Krisindo Mas, a subsidiary of Seng Hup
in Indonesia has informed Seng Hup that PT. Krisindo Mas had at
its Extraordinary General Meeting held on 28 May 2003 resolved
inter-alia the following:

   1. To dissolve and liquidate the Company.

   2. To appoint the Board of Directors to act as the liquidator
following the dissolution of the Company and to authorize the
Board of Directors to undertake any and all the necessary
actions to implement the proposed dissolution and the
liquidation of the Company.

   3. To appoint the Board of Directors as the attorney-in-fact
with the right of substitution to represent the Company and the
Company's shareholders, to appear before a notary (and if
necessary), to restate part or all these resolutions, and to
handle, sign and submit all the relevant documents and
applications to any government authority or otherwise, and to
perform all actions as deemed necessary to implement the above
mentioned purposes.


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


FUJITSU LIMITED: Enters Alliance With Siemens
---------------------------------------------
Fujitsu PC Corporation, a unit of Fujitsu Limited, announced
Wednesday it has formed a strategic relationship with Siemens
Corporation allowing all Siemens operating companies in North
America to purchase and resell a broad range of Fujitsu PC
Corporation's IT solutions, including mobile computers, desktop
PCs, workstations, Intel-based servers and storage.

Fujitsu Limited and Siemens AG have enjoyed a mutually
beneficial relationship for years. In 1999, the two technology
leaders embarked on a joint venture forming Europe's leading
computer Company, Fujitsu Siemens Computers. The agreement
signed strengthens the relationship between the two worldwide
leaders in North America. Siemens operating companies in the
U.S., Canada and Mexico can now deploy Fujitsu PC Corporation's
IT solutions internally or resell them under the Fujitsu-Siemens
brand name.

"Fujitsu is pleased to enter into this relationship with Siemens
Corporation in North America and strengthen the bond these two
companies have shared for many years," said Toshio Morohoshi,
President and chief executive officer for Fujitsu PC
Corporation. "Siemens offers best-in-class solutions to its
customers throughout the world. We are proud they have chosen
our products to compliment their offerings in North America."

"This agreement reinforces what has become a productive and
prosperous relationship between two global leaders in
technology," said Dana Deasy, chief information officer for
Siemens Corporation. "Fujitsu IT solutions possess the quality
and reliability our North American operating companies and their
customers expect from Siemens' product offerings. They will be a
valuable addition to our existing line of products."

Siemens employs 70,000 people in the U.S. and 426,000 worldwide.
The corporation has diversified operating companies in a wide
range of fields, including healthcare, information and
communication, energy and power, lighting, industry and
automation, and transportation.

Fujitsu offers a broad range of high-performance computing
solutions to enterprise customers in North America. Its award-
winning family of mobile products, including LifeBook(R)
notebooks and Stylistic(R) tablets, deliver the highest quality
and performance with an added emphasis on usability. Its
PRIMERGY servers and storage solutions provide the right
computing power for all applications, enabling businesses to
stay competitive and succeed in modern e-business environments.

About Fujitsu PC Corporation

Headquartered in Santa Clara, Calif., Fujitsu PC Corporation is
a wholly-owned subsidiary of Fujitsu Limited and a leading
provider of information technology solutions. Fujitsu PC
Corporation offers a complete line of high-performance computing
solutions to the North American market, including best-in-class
LifeBook(R) notebooks, Stylistic(R) tablets, SCENIC(R) desktops
and Intel-based PRIMERGY(R) servers. The Company emphasizes
leading-edge technology, exceptional product quality, and user
comfort and productivity, as well as outstanding customer
service. More information on the complete line of Fujitsu IT
solutions is available at www.fujitsupc.com.

About Siemens AG

Siemens AG, headquartered in Munich, is a leading global
electronics and engineering Company. Siemens and its
subsidiaries employ 426,000 people in 192 countries and reported
worldwide sales of $77.8 billion in fiscal 2002 (10/1/01 -
9/30/02). The United States is Siemens' largest market in the
world, with 11 of Siemens' worldwide businesses headquartered
here and annual sales of $21.5 billion in fiscal 2002. The
Siemens companies in the U.S. employ approximately 70,000 people
in all 50 states and Puerto Rico. Corporate headquarters for
Siemens' U.S. businesses are located in New York City. For more
information: www.usa.siemens.com.

About Fujitsu

Fujitsu is a leading provider of customer-focused IT and
communications solutions for the global marketplace. Pace-
setting technologies, highly reliable computing and
telecommunications platforms, and a worldwide corps of systems
and services experts uniquely position Fujitsu to deliver
comprehensive solutions that open up infinite possibilities for
its customers' success. Headquartered in Tokyo, Fujitsu Limited
reported consolidated revenues of 4.6 trillion yen (US$38
billion) for the fiscal year ended March 31, 2003. For more
information, please see: www.fujitsu.com

Hit hard by the information technology (IT) slump, Fujitsu Ltd.
plans to change its capital structure to enable it to make ready
use of capital reserves of more than 330 billion yen should it
face a rapid deterioration in earnings, according to the
Troubled Company Reporter-Asia Pacific. In 2002, Fujitsu
suffered a net loss of 175 billion yen on a parent-only basis.
It expects to swing into the black with a net profit of 50
billion yen in the current fiscal year.

CONTACT:
Fujitsu PC Corporation
Megan O'Neil, 408/764-9466
moneil@fujitsupc.com
or
Maples Communications Inc.
Eric Paulsen, 949/477-0710
epaulsen@maples.com
Brandon Farris, 408/764-9432
bfarris@maples.com


MITSUI MUTUAL: Mooody's Review Ba3 Rating For Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed Mitsui Mutual Life
Insurance Company's (Mitsui Life) Ba3 insurance financial
strength rating under review for possible downgrade. The review
reflects the deterioration and prospects for continued declines
in the Company's financial fundamentals, the potential impact of
the difficult industry environment on the Company's franchise,
and the evolving nature of the external support framework.

Mitsui Life's financial fundamentals continue to decline as
demonstrated by the reductions in its policies in force, premium
income and economic capital, as well as the mounting losses from
its investment holdings. Moody's believes the Company's weak
financial fundamentals magnify its vulnerability to the
prevailing harsh business climate, while its ability to restore
its franchise and financial strength remains highly uncertain.

Furthermore, Moody's sees potential changes in the levels of
external support available to Mitsui Life, including those from
its key affiliates. As Japan's economic environment continues to
show little sign of improvement, these affiliates are
experiencing greater financial pressures.

Moody's believe that there is uncertainty regarding the
additional support that may be available in the event of need.
The regulatory environment also appears to be shifting towards
one, which may be more conducive to permitting policyholder
losses for the sector at large.

In its review, Moody's will focus on the actions the Company is
taking to improve its financial fundamentals as well as the
impact of its proposed demutualization program against the
backdrop of an adverse operating environment.


SHOWA DENKO: Trading Securities in TSE
--------------------------------------
Showa Denko K.K. (SDK) decided at its Wednesday board meeting to
have its securities traded only on the Tokyo Stock Exchange
(TSE), withdrawing from listing on the stock exchanges in Osaka,
Nagoya, Sapporo and Fukuoka.

Specifically, SDK will file applications on June 19 to the said
four stock exchanges for delisting of its common stock and to
the Osaka and Nagoya stock exchanges for delisting of its
unsecured convertible bond (third issue).

The decision reflects the fact that there is only a limited
amount of trading of SDK securities on those stock exchanges,
meaning that the withdrawal will not actually give inconvenience
to the stockholders or investors.

After the filing and acceptance of the applications, SDK
securities on those stock exchanges will be delisted in about
one month.

About Showa Denko K.K.

Showa Denko is a major manufacturer and marketer of chemical
products serving a wide range of fields ranging from heavy
industry to the electronic and computer industries. the Company
makes petrochemicals (ethylene, propylene), aluminum products
(ingots, rods) electronic equipment (hard disks for computers),
and inorganic materials (ceramics, carbons). The Company has
overseas operations and a joint venture with Netherlands-based
Montell and Nippon Petrochemicals to make and market
polypropylenes. In March 2001, SDK merged with Showa Denko
Aluminum Corporation to strengthen the high-value-added
fabricated aluminum products operations, and is today developing
next-generation optical communications-use wafers. For further
information, please visit the Showa Denko K.K. home page at:
www.sdk.co.jp/index_e.htm

Chemical maker Showa Denko KK reported a net profit of 13.02
billion yen in the year ending December 31, versus a loss of
34.26 billion yen a year earlier, due to cost-cutting efforts as
well as one-off gains from unit sales, according to TCRAP.

Showa Denko's shareholders equity remained poor while the
interest-bearing debt reached as high as the sales as of end of
December 2001, Japan Credit Rating Agency reported last year.
The cumulative loss amounting to 51.7 billion yen as of end of
December 2001 will be cleared off by the end of December 2002
using the capital reserve and earnings retained in fiscal 2002.
The financial conditions, however, will remain poor.

Contact:
Showa Denko K.K.
Nobuhiro Kato
nobuhiro_kato@sdk.co.jp
+81 3 5470 3233


TOKAI CORPORATION: JCR Downgrades Rating to BB-
-----------------------------------------------
Japan Credit Rating Agency (JCR) has downgraded the ratings on
the bonds outstanding of Tokai Corporation from BB+ to BB-,
removing them from Credit Monitor. It has also assigned anew a
BB rating to senior debt to the Company.

Senior debts

Issues Amount (bn) Issue Date Due Date Coupon
Convertible bonds no.4 Y10 Oct. 3, 1994 Mar. 31, 2004 1.3
percent
Bonds no.5 Y5 Jan. 31, 2000 Oct. 31, 2003 3.0 percent
Convertible bonds no.5 Y10 July 31, 2000 Sept. 30, 2005 0.5
percent

RATIONALE:

Tokai Corporation plunged into a net operating loss for fiscal
2002 ended March 31, 2003, being badly affected by sharp rise in
raw materials and an increase in costs of sales promotion for
ADSL business. JCR considers that the ADSL business is the
largest risk for Tokai, given the fierce competition. On the
other hand, competition with other energy companies such as
electric power companies will increase the downward pressure on
the prices of LP gas and equipment. The owners' equity was
impaired by large net loss for fiscal 2002 incurred due to
write-offs of assets. In conjunction with large outstanding
interest-bearing debt, the impairment lowered the Company's
strength against the risk. Although the transactions with the
banks have been going well, they should be carefully observed
continually. The ratings of the bonds reflect the recovery risk.


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


CHOHUNG BANK: 5,800 Workers Walked Out Wednesday
------------------------------------------------
About 5,800 Chohung Bank workers walked out on Wednesday to
stage a strike to protest the government's plan to sell the
bank, nearly paralyzing operations at 50 out of 476 branches
nationwide and threatening its electronic banking system, the
Korea Times reports.

The Federation of Korean Trade Unions (FKTU), the country's
largest umbrella union, also threatened a walkout to support the
Chohung workers. The strike comes as Shinhan Financial Group,
the preferred bidder for Chohung, and the Korea Deposit
Insurance Corp. came close to signing a contract with the
government for the takeover.


HYNIX SEMICONDUCTOR: Korean Government Fights For Chipmaker
-----------------------------------------------------------
The Korean government will file a formal complaint with the
World Trade Organization (WTO) against the United States' recent
decision to impose 44.7 percent import tariffs on memory chips
manufactured by Hynix Semiconductor, according to the Korea
Herald.

The U.S. Department of Commerce (DOC) announced a final ruling
Tuesday to impose the 44.7 percent import tariff on DRAM chips
manufactured by Hynix. Hynix immediately released a statement
calling the tariff an "outrageous act aimed at a hidden agenda."
Hynix's CEO E.J. Woo went so far as to condemn the DOC's final
decision.

The biggest fear for the Korean government is that the decision
will affect the opinions of the U.S. International Trade
Commission and the European Union, which are due to announce
their judgments July 29 and Aug. 24, respectively. If the ITC
agrees with the DOC ruling, Hynix will have to pay $18 million
per month in deposits for its exports to America. That would put
more pressure on Hynix and serve to add sales fuel to its
competitors in the region -- Samsung, Micron and Infineon.


HYNIX SEMICONDUCTOR: S. Korea Discuss Reconstruction
----------------------------------------------------
The government will hold an economic ministers meeting on June
19 at the Bankers Club in downtown Seoul to discuss issues
including countervailing duties on Hynix Semiconductor Inc.,
Asia Pulse reported Wednesday, citing the Ministry of Finance
and Economy (MOFE). The meeting is expected to focus on Korea's
response to the decision by the U.S. Commerce Department to levy
44.71 percent countervailing tariff rates on Hynix's
semiconductors.


SK GLOBAL: SK Corp. Shareholders Oppose Bailout
-----------------------------------------------
SK Corporation's major shareholders, including Sovereign Asset
Management, Hermes Investment and Templeton Asset Management,
all opposed the 2.9 trillion won (US$2.4 billion) bailout plan
of SK Global after Thursday's meeting, according to DebtTraders.
Creditors voted to save SK Global after SK Corporation and other
SK Group units agreed to participate in the bailout program.

As a result of the bailout plan, SK Corporation is expected to
post a loss of 479 billion won (US$404 million) before tax.
Domestic creditors also agreed to swap a further 1 trillion won
(US$844 million) and 1.05 trillion won (US$886 million) into
preferred stocks and 0 percent convertible bonds, respectively.
After the debt-equity swaps, DebtTraders estimate SK Global's
debt will only be 1.5 trillion won (US$1.3 billion) greater than
its assets. DebtTraders believe the bailout plan will benefit
bondholders.


SK GLOBAL: Sovereign Demands Replacement of SK Corp. Directors
--------------------------------------------------------------
Investment fund Sovereign Asset Management, the largest
shareholder in SK Corporation, has demanded to replace SK Corp.
Chairman Chey Tae-won and two other directors following the
board's decision to bailout SK Global, the Financial Times
reports. Sovereign said, "SK Corp is in need of new directors
who enjoy the confidence of their shareholders, employees and
the financial community."

Chey on Tuesday lodged an appeal against the three-year prison
sentence he received last week for his role in the US$1.2
billion accounting fraud that pushed SK Global to the brink of
bankruptcy.


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


ABRAR CORPORATION: Depositors Register Close on June 24
-------------------------------------------------------
Notice is hereby given that the Register of Depositors of Abrar
Corporation Berhad (Special Administrators Appointed) will be
closed on 24 June 2003 for the following purposes:

i) Recalling of the existing issued and paid-up share
capital of RM1.00 each in ACB;
ii) Exchanging and replacing the existing ordinary shares
of RM1.00 each in ACB (ACB Shares(s)) for new ordinary
shares of RM1.00 each in OilCorp Berhad (OilCorp)
(OilCorp Shares(s)) on the basis of one (1) new OilCorp
Share for every twenty (20) ACB Shares held at 5:00 p.m
on 24 June 2003 pursuant to the proposed share exchange
(Share Exchange); and
iii) Closure of books relating to the entitlement of new
OilCorp Shares pursuant to the Share Exchange.

FURTHER NOTICE IS HEREBY GIVEN THAT a depositor of ACB
registered in the Register of Depositors as at 24 June 2003 will
be subject to the Share Exchange in respect of:

i) Shares transferred into the depositor's securities
account before 4:00 p.m. on 24 June 2003 in respect of
ordinary transfer;
ii) Shares deposited into the depositor's securities
account before 12:30 p.m. on 20 June 2003 (in respect
of shares which are exempted from mandatory deposit);
and
iii) Shares bought on the Kuala Lumpur Stock Exchange (KLSE)
on a cum entitlement basis according to the Rules of
the KLSE.


AYER HITAM: Re-designates Lim Kean Boon to Executive Director
-------------------------------------------------------------
The Ayer Hitam Planting Syndicate Berhad posted this notice:

Date of change    : 01/05/2003
Type of change    : Redesignation
Previous Position : Non-Executive Director
New Position      : Executive Director
Directorate       : Executive
Name              : Mr Lim Kean Boon
Age               : 45
Nationality       : Malaysian
Qualifications    : BA(Hons), MSc(Econs), DIC.

Working experience and occupation  : Mr Lim served on the
Executive Committee of AHPLANT from years 1992 to 1995. Since
1992 he was the Alternate Director to Mr Lim Yee Teck in Bukit
Hitam Development Sdn. Bhd., a joint venture company with
Perbadanan Kemajuan Negeri Selangor, and serves on its Working
Committee and Tender Committee. He is also a director of several
private companies.

Directorship of public companies (if any) : Nil
Family relationship with any director and/or major shareholder
of the listed issuer : He is the nephew of Mr Lim Yee Bee, the
Managing Director of AHPLANT.
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil

COMPANY PROFILE

AHT is an investment holding company with interests principally
in property development. Most of AHT's projects revolve around
mixed developments in Balakong, Cheras, Selangor.

AHT had been incorporated to assume the Malaysian mining
operations of Ayer Hitam Tin Dredging Ltd (AHL), a company
incorporated in the UK in 1926. The collapse of the world tin
market in the mid-1980s resulted in a change of core business to
property development and cessation of all mining activities in
1990.

The Group's property-related concern, Motif Harta Sdn Bhd, is in
the midst of undertaking a proposed loan restructuring scheme of
its syndicated term loan facility from a number of financial
institutions. In November 2001, the bank lenders agreed to the
terms and conditions of the restructuring scheme. The scheme is
pending completion of legal documentation.

CONTACT INFORMATION: Suites 4-6 Level 24
                     Menara Olympia
                     8 Jalan Raja Chulan
                     50200 Kuala Lumpur
                     Tel : 03-2031 9633;
                     Fax : 03-2031 6920


CELCOM (MALAYSIA): Tanzania Unit Faces Creditors' Petition
----------------------------------------------------------
Further to the announcement dated 17 January 2003, the Board of
Directors of Celcom (Malaysia) Berhad wishes to announce that on
12 June 2003, the High Court of Tanzania had endorsed a petition
by four (4) creditors of Tri Telecommunication Tanzania Limited
(Tritel), namely Tanzania Communications Commission (TCC),
Tanzania Telecommunications Company Limited (TTCL), Tanzania
Revenue Authority (TRA) and VIP Engineering and Marketing
Limited (VIPEM) to wind up Tritel.

The Court also held that the debentures in favor of Citibank
Tanzania Limited and Citibank Bahrain (Citibank) were invalid.

The joint Receivers and Managers, Anael Patrick Kavishe and
Gotfrid Stolis Tesha who were appointed by Citibank on 14
January 2003 were ordered to handover statements and accounts of
Tritel's affairs to the newly appointed liquidator, Mr. Peter
Clever Bakilana.

1. Date of presentation of the winding-up petition and the date
the petition was served on Tritel.

The petition was filed on 17th February 2003 and served on the
Receivers & Managers of Tritel.

2. Particulars of the claim under the petition, including the
amount claimed for under the petition.

The petitioners' claims are as follows:

   TCC : *Shs.3,279,357,735
   TTCL : USD11,125,967.00
   TRA : Shs.6,729,665,112
   VIPEM : USD18,628,000.00

*Note: Shs : Shillings, the currency of The United Republic of
Tanzania.

3. Details of the default or circumstances leading to the filing
of the winding up petition against Tritel

Inability of Tritel to pay its debts to TCC, TTCL and TRA being
sum of monies owing on the royalties and licence fees, leased
lines circuits and interconnection charges, and taxes
respectively. VIPEM was claiming damages for decline in value of
its shares in Tritel.

4. Total cost of investment in Tritel.

Since the incorporation of Tritel, Technology Resources
Industries Berhad (TRI), a wholly-owned subsidiary of Celcom who
holds 60% of equity interest in Tritel has invested a sum of
USD35.8 million in Tritel.

5. Financial & Operational impact of the winding-up proceedings
on the Group.

The appointment of the liquidator is not expected to have any
immediate financial and operational impact on Celcom Group.

TRI's investment in Tritel has been fully provided for in the
accounts during the financial year ended 31 December 2001.

6. Expected losses, if any arising from the winding-up
proceedings.

Other than the losses disclosed in the announcement dated 17
January 2003, the Company does not expect to incur further
losses arising from the appointment of the liquidator.

7. Steps taken and proposed to be taken by the listed issuer in
respect of the winding-up proceedings.

TRI will take the necessary steps to formalize its claims
against Tritel to the liquidator in due course.


GANAD CORPORATION: Gets SC's Nod on Proposals
---------------------------------------------
Ganad Corporation Bhd refers to the announcements made on 15 and
18 October 2002, 24 December 2002, 6 and 10 February 2003 and 16
May 2003 in relation to the Proposals, comprising the following:

   ú Proposed Scheme of Arrangement
   ú Proposed Disposal
   ú Proposed Acquisitions
   ú Proposed Bumiputera Issue
   ú Proposed Placement
   ú Proposed Exemption
   ú Proposed Listing Transfer

On behalf of the Board of Directors of Ganad, Southern
Investment Bank Berhad (SIBB) is pleased to announce that the
Securities Commission (SC) had via its letter dated 12 June
2003, which was received on 16 June 2003, approved the Proposals
as follows:

   (i) Proposed share exchange on the basis of one (1) new
ordinary share of RM1.00 each (Share) in Axis Diversity Sdn Bhd
(Axis) for every one (1) existing ordinary share of RM1.00 in
Ganad (Ganad Share) (Proposed Scheme of Arrangement), as
proposed;

   (ii) Proposed disposal of the entire issued and paid-up share
capital of Ganad together with its subsidiaries and associated
companies (Ganad Group) by Axis via an open tender basis as
opposed to the proposed disposal of the Ganad Group by Axis to
Emerging Gateway Sdn Bhd, a company owned by the vendors of
Asiapin Sdn Bhd (Asiapin), Chongee Enterprise Sdn Bhd (Chongee)
and GBC Marketing Pte Ltd (GBC) (collectively referred to as the
Vendors);

   (iii) Proposed acquisitions of the entire issued and paid-up
share capital of Asiapin, Chongee and GBC by Axis for a total
purchase consideration of RM123,906,717 to be fully satisfied by
the issuance of 123,906,717 new Axis Shares (Proposed
Acquisitions), as proposed;

   (iv) Proposed issuance of 10,000,000 new Axis Shares to
Bumiputera investors (Proposed Bumiputera Issue), as proposed;
(v) Proposed placement of a sufficient number of Axis Shares by
the Vendors to the public to meet the 25% public shareholding
requirement after the Proposed Scheme of Arrangement, Proposed
Acquisitions and Proposed Bumiputera Issue (Proposed Placement),
as proposed;

   (vi) Proposed transfer of listing status of Ganad on the
Second Board of the Kuala Lumpur Stock Exchange (KLSE) to Axis
(Proposed Listing Transfer), as proposed; and

   (vii) Proposed listing of and quotation for the new Axis
Shares to be issued for the Proposals on the Second Board of the
KLSE, as proposed.

Based on the disclosure made in the application to the SC, the
SC took note that the proceeds from proposed disposal of the
Ganad Group by Axis and the Proposed Bumiputera Issue will be
utilized for the core business of Axis as follows:

Note:

* Based on an estimated proceeds of RM2.8 million from the
proposed disposal of the Ganad Group by Axis (which is subject
to a special audit review on the audited consolidated net
tangible assets of the Ganad Group as at 31 May 2002) and
proceeds raised from the Proposed Bumiputera Issue.
Nevertheless, the utilization of the said proceeds is subject
to, inter-alia, the following conditions:

   (i) The SC's approval must be obtained for any variation
pertaining to the utilization of proceeds if the said variation
involves utilizing the proceeds for non-core business activities
of the Axis Group;

   (ii) The approval of Axis's shareholders must be obtained for
any deviation of 25% or more from the original proposed
utilization of proceeds. If the deviation is less than 25%,
appropriate disclosure must be made to the shareholders of Axis;

   (iii) The time frame for the proposed utilization of the
proceeds is required to be disclosed in the circular to
shareholders of Axis and prospectus (if applicable). Any
extension of time frame on the proposed utilization of the
proceeds as initially determined by Axis should be approved by a
clear resolution by the Board of Directors (Board) of Axis and
should be fully disclosed to the KLSE; and

   (iv) Appropriate disclosures pertaining to the status of the
utilization of the proceeds should be made in the quarterly
reports and annual reports of Axis until the proceeds are fully
utilized.

The approval of the SC for the Proposals is also conditional
upon the following conditions:

   (i) The Directors and the substantial shareholders who are
involved in the operations of Axis Group on a full time basis
must not be involved in their other personal businesses on a
full time basis;

   (ii) The promoters, Directors and substantial shareholders of
Axis must not engage in any new businesses, which will compete,
either directly or indirectly and will result in a conflict with
the businesses of the Axis Group in the future. Pursuant to the
aforementioned, the promoters, Directors and the substantial
shareholders of Axis are to furnish confirmation letters to the
SC that they will not, in the future, engage in any new
businesses that are similar/compete with the existing businesses
of the Axis Group;

   (iii) Any business transactions in the future between the
Axis Group and the companies related to the promoters and
Directors of Axis, if any, are required to be carried out on an
"arm's length" basis and not based on more favorable terms than
the commercial terms that will result in a loss to the Axis
Group. In connection to this, the Audit Committee of Axis is to
control and the Directors are to report any such transactions,
if any, in the Axis's annual reports;

   (iv) Axis is to ensure the dividend policy of GBC is based on
a maximum dividend payment;

   (v) The proposed disposal of the equity interest in Ganad
(Proposed Ganad Disposal) is required to be carried out on an
open tender and in a transparent manner. A declaration is to be
furnished to the SC on the said matter. In connection with the
Proposed Ganad Disposal, Axis must disclose to the KLSE on the
steps to be undertaken for the implementation of the said
Proposed Ganad Disposal;

   (vi) In relation to the Proposed Ganad Disposal, SIBB and
Axis are required to ensure the following:

     (a) Axis is required to use its best endeavor to obtain the
highest and best price via the open tender process. Accordingly
Ganad/Axis is required to furnish the SC with a statutory
declaration on the said matter;

     (b) Axis is required to furnish to the SC the valuation
report from an independent valuer prior to the Proposed Ganad
Disposal; and

     (c) The final adjustments to the net tangible asset value
of Ganad and the rationale of the said adjustments are required
to be disclosed in the circular to the shareholders and
prospectus (if applicable);

   (vii) Axis is required to make full disclosure in the
circular to the shareholders and prospectus (if applicable) in
relation to the following matters:

     (a) The rationale and justification of the Proposed Ganad
Disposal together with the appropriateness on the basis of the
disposal consideration;

     (b) The valuation and basis of consideration on the
proposed acquisitions of Asiapin, Chongee and GBC;

     (c) The short profit record and the risk factors of the
Axis Group;

     (d) The dependence of the Axis Group on GAP Inc., United
States of America as a major customer of the Axis Group;

     (e) The dividend policy of GBC and the basis of the said
dividend policy;

     (f) The receivables position and debtors' ageing analysis
and, for receivables that exceed the credit period,
commentaries/statements by the Directors of Axis on the
recoverability of the trade receivables exceeding the credit
period; and

     (g) The compliance by Asiapin on the conditions imposed by
Jabatan Alam Sekitar (JAS) in relation to the construction of
the waste water treatment plant together with the confirmation
from Asiapin to the SC in relation to the said compliance.
Asiapin is also required to disclose that Asiapin will comply
with other conditions and requirements of JAS and will always
comply with any conditions and requirements, which have been
imposed by JAS;

   (viii) Full provisions is required for all disputed trade
receivables of Axis Group (excluding Ganad) or trade receivables
which have legal proceedings commenced against it or those which
are more than six (6) months old. The reporting accountants/the
external auditor are required to furnish to the SC a letter
confirming the compliance of this said condition prior to the
implementation of the Proposed Acquisitions;

   (ix) Prior to the implementation of the Proposed
Acquisitions, the Directors of Axis are required to provide
written confirmation to the SC that the trade receivables which
exceed the credit period are recoverable and full provisions
have been made for all trade receivables that exceed the six (6)
month period in the accounts / financial estimate and
projections;

   (x) Any payment received from United Garments (Vietnam) Co.
Ltd for trade receivables of more than six (6) months period by
Chongee which have been provided for in accordance to 3(viii)
above, is required to be written back to the accounts of
Chongee. The Directors of Chongee is required to indemnify Axis
for the amount in which provisions have been made if it exceeds
RM50,000;

   (xi) The acquiror of the equity interest in Ganad, whether
individual or corporation, is required to furnish to the SC a
statutory declaration that the respective acquiror is the
ultimate beneficiary of Ganad;

   (xii) Ganad/Axis is required to appoint an independent audit
firm (which is experienced in investigative audit and is not the
existing or previous auditors of Ganad Group) within two (2)
months from the date of the SC's approval letter to conduct an
investigative audit on the Company's previous losses. Ganad/Axis
is also required to take the necessary/appropriate measures to
recover the said losses. Based on the findings of the
investigative audit, Ganad/Axis is required to report to the
relevant authorities in the event of any breach of laws,
regulations, rules, guidelines and the Company's memorandum and
articles of association by any member of the Board of Ganad
and/or any other party that had caused such losses in the
Company. The investigative audit is to be completed within six
(6) months from the date of appointment of the independent audit
firm, and prior to the completion of the Proposed Ganad
Disposal. The independent audit firm must have experience in
undertaking investigative audit. Two (2) copies of the said
investigative audit report must be forwarded to the SC after the
completion of the investigative audit and appropriate
announcement should be made to the KLSE in respect of the
findings of the investigative audit;

   (xiii) SIBB and Ganad are required to fully comply with the
relevant requirements in relation to the Proposed Placement
(including the time frame for implementation) as provided under
the SC Policies & Guidelines on Issue/Offer of Securities (SC
Guidelines);

   (xiv) Axis/Asiapin is required to rectify the extension
structure of the building located at Lot PTD 63743 Mukim Tebrau,
District Johor Bahru, Johor which the approval from the
authorities has not been obtained prior to the implementation of
the Proposals; and

   (xv) Axis is required to fully comply with the relevant
requirements in relation to the implementation of the Proposals
as stated in the SC Guidelines.

SIBB is also pleased to announce that the SC has also approved
the application for the upliftment of the moratorium shares of
Ganad amounting to 855,000 Shares. However, moratorium is
imposed on the Vendors in accordance to the requirements of the
SC Guidelines. In this connection, the Vendors are not permitted
to sell, transfer or assign their shareholdings amounting to 50%
of the Axis Shares arising from the Proposed Acquisitions
(totaling 61.954 million Shares) for one (1) year from the date
of the Axis Shares being listed on the KLSE. In addition, the
same moratorium is also imposed on the new Axis Shares to be
issued to the shareholders of Ganad, namely Alpha Chart Sdn Bhd,
Gan Kok Beng and Dato' Mohd Radzi Sheikh Ahmad.

SIBB and Axis are required to provide written confirmation to
the SC on the compliance with all the above terms and conditions
upon completion of the Proposals.

The Board of Ganad and the Vendors are currently deliberating on
the conditions imposed by the SC and will decide on the next
course of action. An appropriate announcement will be made in
due course.


HUME INDUSTRIES: Unit Voluntarily Liquidated
--------------------------------------------
Hume Industries (Malaysia) Berhad refers to its announcement
dated 29 June 2002 in connection with the Members' Voluntary
Liquidation of Oplino Investments Limited (Oplino), a wholly-
owned subsidiary of the Company.

The Company now writes to inform that the Liquidator of Oplino
had, on 16 June 2003, convened a Final Meeting of the Members to
conclude the Members' Voluntary Liquidation of Oplino. A Return
of the Final Meeting by the Liquidator was lodged with the
Registrar of Companies on 17 June 2003 and on the expiration of
3 months after the said lodgment date, i.e. 17 June 2003, Oplino
shall be dissolved.


KAI PENG: Replies KLSE's Query
------------------------------
Kai Peng Berhad, in reply to a Query Letter by Kuala Lumpur
Stock Exchange reference ID: MN-030617-33412 on the article
entitled: "Kai Peng goes the last mile", clarified the
following:

1. "It's a new ball game for Kai Peng Bhd .." - The core
business for Kai Peng Berhad (KPB) has not changed, as it is
still involving the steel industry. As mentioned in our earlier
announcements, KPB has a wholly-owned subsidiary, i.e. Ipstar
Sdn Bhd which is involved in the ICT business.

2. "...probably new majority shareholders." - There has been no
change in major shareholders apart from which has already been
announced.

Below is the KLSE Query Letter content:

We refer to the above news article appearing in The Edge, Page
14 and 16, the week of 16-22 June 2003, a copy of which is
enclosed for your reference.

In particular, we would like to draw your attention to the
underlined sentence, which is reproduced as follows:

"It's a new ball game for Kai Peng Bhd ... probably new majority
shareholders."

In accordance with the Exchange's Corporate Disclosure Policy,
you are requested to furnish the Exchange with an announcement
for public release confirming or denying the above article and
in particular the underlined sentence after due and diligent
enquiry with all the directors, major shareholders and all such
persons reasonably familiar with the matter about which the
disclosure is to be made in this respect. In the event you deny
the above sentence or any other part of the above reported
article, you are required to set forth facts sufficient to
clarify any misleading aspects of the same. In the event you
confirm the above sentence or any other part of the above
reported article, you are required to set forth facts sufficient
to support the same.

Please furnish the Exchange with your reply within one (1)
market day from the date hereof.

Yours faithfully,
Tan Yew Eng
Senior Manager, Listing Operations
SW/TYE/LMN
copy to:- Securities Commission (via fax)

According to Wrights Investors' Service, at the end of 2002, Kai
Peng had negative working capital, as current liabilities were
Rm108.45 million while total current assets were only RM89.52
million. It also reported losses during the previous 12 months
and has not paid any dividends during the previous 2 fiscal
years.


SASHIP HOLDINGS: June 20 AGM Scheduled
--------------------------------------
Notice is hereby given that the Twenty-Eighth Annual General
Meeting of Saship Holdings Berhad (Special Administrators
Appointed) will be held at Berjaya Hall , Bukit Kiara Equestrian
& Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000
Kuala Lumpur on Monday, 30 June 2003 at 10:00 a.m. for the
following business:

AGENDA

1. To receive the Audited Financial Statements for the financial
year ended 31 December 2002 and the Reports of the Directors and
Auditors thereon.  Resolution 1

2. To re-elect Brigadier General (R) Dato' Mohd Fahami bin
Hussain who is retiring pursuant to Article 96(1) of the
Company's Articles of Association.  Resolution 2

3. To re-elect Tn Hj Mohd Zaki bin Hamzah who is retiring
pursuant to Article 96(1) of the Company's Articles of
Association.  Resolution 3

4. To re-elect Datuk Hj Shuaib bin Hj Lazim who is retiring
pursuant to Article 96(1) of the Company's Articles of
Association.  Resolution 4

5. To re-appoint Messrs KPMG as the Company's Auditors and to
authorize the Board of Directors to fix their remuneration.
Resolution 5


SOUTHERN PLASTIC: Posts Change in Boardroom Notice
--------------------------------------------------
Southern Plastic Holdings Berhad posted this notice:

Date of change : 17/06/2003
Type of change : Appointment
Designation    : Executive Director
Directorate    : Executive
Name           : NAGARADHAN A/L RAMATHAN
Age            : 42
Nationality    : MALAYSIAN
Qualifications : 1978 - Sijil Pelajaran Malaysia

Working experience and occupation  :
1978 - 1988: Ng Teck Seng Jetty Sdn Bhd
1988 - 1994: Inchape Holdings (M) Sdn Bhd (Marketing Manager)
1995 - Present: Southtim (M) Sdn Bhd (Managing Director)
Directorship of public companies (if any) : N/A

Family relationship with any director and/or major shareholder
of the listed issuer : N/A
Details of any interest in the securities of the listed issuer
or its subsidiaries : N/A

The Troubled Company Reporter - Asia Pacific reported on May 7,
2003 that the Company and the Group are still in default of
payments towards their bank borrowings (both principal and
interest) from certain financial institutions.


SOUTHERN STEEL: Non-Executive Director Haron Retires
----------------------------------------------------
Southern Steel Berhad posted this Change in Boardroom Notice:

Date of change : 18/06/2003
Type of change : Retirement
Designation    : Director
Directorate    : Independent & Non Executive
Name           : Y BHG DATO' HJ SHAHARUDDIN BIN HJ HARON
Age            : 64
Nationality    : MALAYSIAN
Qualifications : Y Bhg Dato' Hj Shaharuddin Bin Hj Haron is an
Economics graduate from University Malaya and holds a Masters
degree in Economics from the Unversity of Pittsburgh, USA.

Working experience and occupation  : Prior to joining the
private sector, he had a long and chequered career in the civil
service, gaining vast experience in the various departments he
headed some of which are as the First Secretary of the Foreign
Investment Committee (FIC), the Director-General of Insurance,
Ministry of Finance and Ministry of Public Enterprise,
Secretary-General, Ministry of International Trade and Industry
and Secretary-General, Ministry of Domestic Trade and Consumer
Affairs.

Directorship of public companies (if any) : Malayan Flour Mills
Berhad, Gopeng Berhad, Ladang Perbadanan-FIMA Berhad, Latitute
Tree Holdings Berhad, Edaran Otomobil Nasional Berhad and
Ajinomoto (Malaysia) Berhad

Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil

Remarks : Y Bhg Dato' Hj Shaharudddin Bin Hj Haron, who was due
for retirement by rotation, has in his letter dated 9 May 2003
informed the Board that he did not wish to seek re-election.

According to Wrights Investors' Service, at the end of 2002,
Southern Steel Berhad had negative working capital, as current
liabilities were RM860.14 million while total current assets
were only RM506.10 million. It also reported that company has
paid no dividends during the last 12 months. Southern Steel
Berhad last paid a dividend during fiscal year 1997, when it
paid dividends of 0.10 per share.


SUNWAY HOLDINGS: Subsidiary Grants Leasing Facility to SRH
----------------------------------------------------------
Pursuant to Chapter 10, Paragraph 10.08 of the Listing
Requirements, Sunway Holdings Incorporated Berhad wishes to that
Sunway Credit & Leasing Sdn Bhd (SCL), a wholly-owned subsidiary
of Suninc will be entering into a Lease Agreement with Sunway
Resort Hotel Sdn Bhd (SRH), a wholly-owned subsidiary of Sunway
City Berhad (Suncity) to grant a leasing facility amounting to
RM115,000/-.

INFORMATION ON SCL AND SRH

SCL

SCL is a wholly-owned subsidiary of Suninc with an authorised
and paid-up share capital of RM10,000,000/- and RM8,500,000/-
respectively. Its principal activity is providing financing
through leasing, hire-purchase, money lending and share
financing.

SRH

SRH is a wholly-owned subsidiary of Suncity with an authorised
and paid-up share capital of RM10,000,000/-respectively. Its
principal activity is of a hotelier.

SALIENT TERMS OF THE AGREEMENT

The leasing facility of RM115,000/- granted to SRH for the lease
of IT Equipment - Network Infrastructure is for a term of 36
months and bears an interest rate of 5.25% per annum flat.

The above terms of the agreement are the prevailing market
quoted terms which are not more favorable to the related party
than those generally available to the public.

FINANCIAL EFFECTS

The leasing facility will not have any material effect on the
net tangible assets and earnings of Suninc.

APPROVAL REQUIRED

The above transaction does not require the approval of
shareholders or any authorities.

DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

Tan Sri Dato' Seri Dr Cheah Fook Ling is a director and major
shareholder of Suninc and Suncity. He has deemed interest in SCL
via Suninc. He also has deemed interest in SRH via Suncity.

Accordingly, Tan Sri Dato' Seri Dr Cheah Fook Ling has abstained
from all Board deliberations of Suninc pertaining to the
transaction.

Save as disclosed, none of the other directors or major
shareholders of Suninc or persons connected with them has any
interest, direct or indirect, in the aforesaid transaction.

STATEMENT BY BOARD OF DIRECTORS

The directors (save and except for Tan Sri Dato' Seri Dr Cheah
Fook Ling) are of the opinion that the transaction is in the
best interest of the Group.


TAI WAH: Extends Participation Agreement to Sept 30
---------------------------------------------------
Further to the earlier announcements made on behalf of the Board
of Directors of TWGB in relation to the Proposed Restructuring
Exercise, Tai Wah Garments Manufacturing Berhad announced that
it has on 18 June 2003 agreed to extend the completion date of
the Participation Agreement to 30 September 2003.

Refer to the Troubled Company Reporter - Asia Pacific Friday,
May 16 2003, Vol. 6, No. 96 issue for details of the Proposed
Restructuring Exercise.


TALAM CORP.: Shareholders OK Composite Scheme of Arrangement
------------------------------------------------------------
Talam Corporation Berhad refers to the announcement dated 26 May
2003 in relation to the Proposals, which entails the following:

   * Proposed Rationalization of the Businesses of Europlus and
Talam including the Merger of their Property Related Businesses
(Proposed Merger)

   * Proposed Increase in Talam's Authorized Share Capital
(Proposed IASC)

   * Proposed Amendments to Talam's Memorandum and Articles of
Association (Proposed Amendments).

On behalf of Talam, Commerce International Merchant Bankers
Berhad is pleased to announce that the shareholders of Talam
have, on 18 June 2003, approved the following:

   (i) The Composite Scheme of Arrangement tabled at the Court
Convened Meeting of the Company; and

   (ii) All the resolutions tabled at the Extraordinary General
Meeting of the Company.


UNITED CHEMICAL: Provides Defaulted Payment Status Update
---------------------------------------------------------
The Board of Directors of United Chemical Industries Berhad
wishes to inform that there are no new significant developments
in relation to the various defaults in payment further to the
announcement on 13 May 2003.

The Board of Directors of UCI would like to further provide an
update on the details of all facilities currently in default in
compliance with Section 3.1 of Practice Note 1/2001. Details are
as per Table A at http://bankrupt.com/misc/TCRAP_UCI0620.xls.


WOO HING: Reaches Debt Settlement Agreement With MBB
----------------------------------------------------
The Special Administrators wish to inform that Woo Hing Brothers
(Malaya) Berhad has executed a Settlement Agreement with MBB on
18 June 2003 to transfer the company's remaining three (3)
properties as part settlement to MBB of outstanding debts
pursuant to the Workout Proposal dated 8 August 2002 (Workout
Proposal). The details of the transaction are as follows:

DETAILS OF TRANSFER OF REMAINING PROPERTIES

1.1 The properties comprise of the following:

i. 2 4 « storey shoplots held under

   ú Geran No. G23554/Lot 770
   ú Geran No. G23555/Lot 771
all in Section 67, Bandar Kuala Lumpur, Wilayah Persekutuan
(postal address: Nos. 110 &112, Jalan Imbi, Kuala Lumpur);

ii. 1 apartment erected on part of Lot No. 12207, Mukim of
Bentung, District of Bentung, Pahang (postal address: Unit
D1.16.01, Genting View Resort (Phase 4), Genting Highlands,
Pahang Darul Makmur); and

iii. 4 adjoining shoplot land held under

   ú Geran No. 24865/Lot 445
   ú Geran No. 24866/Lot 446
   ú Geran No. 24867/Lot 447
   ú Geran No. 24868/Lot 448
all in Section 46, Bandar Kuala Lumpur, Daerah Kuala Lumpur
(postal address: Lot Nos. 445, 446, 447 and 448, Jalan Chow Kit,
Kuala Lumpur)

The date of investment in the properties was 4 June 1991, 25
October 1995 and 6 February 1995 respectively.

The debt amount to be settled by the above properties is RM5.812
million (Debt Settlement Amount).

The properties (i) and (iii) are currently being rented out and
the transferee will continue with the tenancy in line with the
existing tenancy agreement.

INFORMATION ON THE TRANSFEREE

The transferee is the Company's secured creditor, Malayan
Banking Berhad, a company incorporated in Malaysia and having
its registered office at 14th Floor, Menara Maybank, No. 100
Jalan Tun Perak, 50050 Kuala Lumpur.

BASIS OF ARRIVING AT THE DEBT SETTLEMENT AMOUNT

The Debt Settlement Amount is based on the forced sale value of
the subject properties as at 27 September 2001 provided by CH
Williams, Talhar & Wong.

TERMS OF SETTLEMENT

We refer to the following extract from the Workout Proposal:

"  a. All charges, interest and penalty charges, if any, arising
after the Cut-off date due to MBB shall be completely waived.

   b. The debt due to MBB under Overdraft 1 and Overdraft 2
facilities of RM18,988,685 will be settled via the RM7,913,100
sale proceeds received from the sale of properties charged to
MBB under the Proposed Sale of Watch Business and Properties.
The unsettled portion of the overdraft facilities of
RM11,075,585 shall remain as an unsecured debt owing by the
Company.

Any real property gains tax arising from the disposal will be
borne by the respective Secured Creditors solely and deducted
from the sale proceeds.

   c. The balance of the outstanding debt to MBB under the Term
Loan 1, Term Loan 2 and Overdraft 3 of RM6,065,926 secured by
the Remaining Properties will be settled through one of the
following two options:.

Option I Proposed Set-Off and Transfer of the Remaining
Properties to MBB at the Proposed Transfer Value of the
Remaining Properties above and the balance of the debt
outstanding, if any, shall remain as a debt owing by the
Company; or

Option II The Remaining Properties remain charged to MBB and
ownership shall remain with the Company but an amount equivalent
to the Transfer Value of the Remaining Properties shall remain
as an obligation to be paid and settled by the Company to MBB
and the balance of the debt outstanding shall remain as debt
owing by the Company. MBB shall deal with the Remaining
Properties in accordance with the powers vested upon under the
charge documents created by the Company in respect of the
Remaining Properties (the Charge Documents)

   d. Upon exercising either Option I or Option II, MBB shall
cease to have any further claims against the Company other than
the obligations arising pursuant to the terms and conditions of
the options set out herein.

   e. Any other rights to pursue any recovery action by MBB as
may be provided by any other security documents other than the
Charge Documents shall be preserved.

   f. MBB shall make its election of Option I or Option II, upon
the approval of the Workout Proposal, by completing the Form of
Election attached as Appendix V in the Workout Proposal and
depositing the same with the Special Administrators within seven
(7) calendar days from the date of meeting of Secured Creditors
convened for the purpose of approving the Workout Proposal or
such other such time extension as may be granted by the Special
Administrators (Election Period).

   g. In the event that MBB fails to complete and return the
Form of Election within the Election Period, it shall be deemed
that MBB has elected Option II.

   h. If Option II is elected or deemed elected, any right of
MBB under the Charged Documents which is inconsistent with the
terms of the Workout Proposal, shall be deemed modified to the
extent necessary for consistency with the terms of the Workout
Proposal.

     i. MBB shall be fully aware of all encumbrances, claims and
obligations on the Remaining Properties, if any, that may arise
from electing either of the options proposed in the Workout
Proposal and accordingly shall deal with all claims/obligations
attached to the Remaining Properties in accordance with the
applicable laws."

RATIONALE FOR THE TRANSACTION

The settlement forms part of the Workout Proposal which sets out
the Special Administrators' plan to address the liability owed
to the Company's creditors including MBB.

FINANCIAL EFFECTS OF THE TRANSFER OF ASSETS

The net book value of the properties as at 31 December 2002 is
RM8,523,505. There will be a loss of approximately RM2,440,700
upon completion of the transfer of properties.

The proforma effect of the transfer on the earnings per share of
the Company is set out in the table below:

                         As per the audited account 31.12.02
                        Before Transfer of After Transfer of
                        Properties RM'000 Properties RM'000

Shareholders' Funds            (106,750)      (109,191)
Share Capital                   15,600        15,600
EPS (sen)                       (684.3)       (699.9)

The proforma effect of the disposal on the net tangible assets
of the Company is set out in the table below:

                   As per the audited account 31.12.02
                  Before Transfer of After Transfer of
                  Properties RM'000 Properties RM'000
Share Capital                   15,600         15,600
Reserves                        (122,350)     (124,791)
NTA                             (106,750)     (109,191)

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

None of the Directors and/or Substantial Shareholders of the
Company and/or persons connected with them has any interest,
direct or indirect, in the said transaction.

APPROVAL

The Workout Proposal was approved by Pengurusan Danaharta
Nasional Berhad, the Company's secured creditors and Securities
Commission on 23 August 2002, 28 August 2002 and 7 January 2003
pursuant to Section 46 of the Pengurusan Danaharta Nasional
Berhad Act, 1998. The implementation of the Workout Proposal is
binding on the Company, its shareholders and creditors.

DOCUMENTS FOR INSPECTION

The Settlement Agreement dated 18 June 2003 for the transfer of
the properties can be inspected at the office of Ferrier Hodgson
MH at 22-M, Jalan Tun Sambanthan 3, 50470 Kuala Lumpur for a
period of fourteen (14) days from the date of this announcement.


ZAITUN BERHAD: Proposes Restructuring Scheme
--------------------------------------------
On 26 February 2001, Zaitun Berhad announced that the Company is
an affected listed issuer pursuant to Practice Note 4/2001
(PN4/2001) of Kuala Lumpur Stock Exchange (KLSE) Listing
Requirements and is accordingly required to comply with the
requirements of PN4/2001. In this respect, Zaitun is required to
make an announcement to the KLSE of its plan to regularize the
financial condition of the Company and implement the said plan
to ensure that the Company's shares will not be delisted.

Further to the announcement on 10 June 2003 and 13 June 2003, on
behalf of Zaitun, Public Merchant Bank Berhad (PMBB) is pleased
to announce that Zaitun had on 13 June 2003 entered into a
conditional Sale and Purchase Agreement (SPA) with Astra Legenda
Sdn Bhd (Astra) and the vendors of Cooldec Industries Sdn Bhd
(CISB), Five Stars Manufacturing Sdn Bhd (FSMSB), Cooldec Metal
Industries Sdn Bhd (CMISB), Cooldec Industry (Kelantan) Sdn Bhd
(CIKSB), Cooldec Marketing Sdn Bhd (CMSB), Five Stars
Manufacturing (Melaka) Sdn Bhd (FSMM) and Vicotech Prefab-House
Manufacturing Sdn Bhd (VPHM) (collectively referred to as
"Cooldec Vendors") for the purposes of undertaking the PRS to
regularize the financial condition of Zaitun.
(CISB, FSMSB, CMISB, CIKSB, CMSB, FSMM and VPHM are collectively
referred to as "Acquiree Companies")

The Proposed Restructuring Scheme (PRS) involves, inter-alia,
the following:

   (i) Proposed share exchange of all the ordinary shares of
RM1.00 each in Zaitun (Zaitun Shares) between the shareholders
of Zaitun and Astra on the basis of one (1) new ordinary share
of RM0.50 each in Astra (Astra Shares) for every ten (10) Zaitun
Shares held (Proposed Share Exchange);

   (ii) Proposed acquisition of new businesses/assets comprising
the Acquiree Companies by Astra for a total purchase
consideration of RM100,000,000 to be satisfied by the issue of
200,000,000 new Astra Shares (Proposed Acquisitions);

   (iii) Proposed waiver to certain Cooldec Vendors and person
acting in concert (PAC) with them from the obligation to extend
a mandatory take-over offer for the remaining ordinary shares
not owned by them in Astra upon completion of the Proposed
Acquisitions (Proposed Waiver);

   (iv) Proposed settlement of debts owing to the creditors of
the Zaitun and its subsidiaries (Zaitun Group) amounting to
approximately RM73.89 million based on the cut-off date as at 31
December 2002 through, inter-alia, the issuance of up to
RM6,443,141 nominal amount of 3-year zero coupon irredeemable
convertible unsecured loan stocks (ICULS) and settlement via
realization of certain assets of Zaitun (Proposed Debt
Settlement);

   (v) Proposed de-listing of Zaitun from the Official List of
the Second Board of the KLSE and the proposed listing of Astra
in place of Zaitun on the Second Board of the KLSE (Proposed
Transfer Listing); and

   (vi) Proposed disposal of Zaitun and its subsidiary companies
to a special purpose vehicle (SPV) for a nominal cash
consideration of RM1.00 (Proposed Disposal).

Further details of the PRS are set out in the ensuing sections.

DETAILS OF THE PRS

Proposed Share Exchange

Before the Proposed Share Exchange, Astra shall effect a share
split of its existing share capital of two (2) ordinary shares
of RM1.00 each to four (4) ordinary shares of RM0.50 each by way
of a sub-division of its existing shares of RM1.00 each.

The Proposed Share Exchange involves the issue of 3,999,900 new
Astra Shares via exchange of shares between the shareholders of
Zaitun and Astra on the basis of the issuance of one (1) new
Astra Share for every ten (10) Zaitun Shares held by the
existing shareholders of Zaitun.

The new Astra Shares to be issued pursuant to the Proposed Share
Exchange will upon allotment, rank pari passu in all respect
with the existing Astra Shares in issue save and except that
they shall not be entitled to any dividends declared or paid
prior to the date of the allotment of the Astra Shares.

PROPOSED ACQUISITIONS

Details of the Proposed Acquisitions

On 13 June 2003, Astra had entered into the SPA with the Cooldec
Vendors to acquire the following new businesses/assets as part
of the PRS:

   (i) the entire equity interest of RM1,000,000 comprising
1,000,000 ordinary shares of RM1.00 each from CISB;

   (ii) the entire equity interest of RM500,000 comprising
500,000 ordinary shares of RM1.00 each from FSMSB;

   (iii) the entire equity interest of RM1,873,617 comprising
1,873,617 ordinary shares of RM1.00 each from VPHM;

   (iv) the entire equity interest of RM500,000 comprising
500,000 ordinary shares of RM1.00 each from CMISB;

   (v) the entire equity interest of RM2,010,202 comprising
2,010,202 ordinary shares of RM1.00 each from FSMSB;

   (vi) the entire equity interest of RM590,000 comprising
590,000 ordinary shares of RM1.00 each from CIKSB; and

   (vii) the entire equity interest of RM100,000 comprising
100,000 ordinary shares of RM1.00 each from CMSB.

for a total purchase consideration of RM100,000,000, to be
satisfied by the issuance of 200,000,000 new Astra Shares at
par.

(The shares of the Acquiree Companies sold by the respective
Cooldec Vendors pursuant to the SPA shall hereinafter be
referred to as "Sale Shares")

Basis of arriving at the purchase price

The purchase considerations for the Acquiree Companies were
arrived at on a "willing buyer-willing seller" basis after
taking into consideration the historical and future earnings
potential of the Acquiree Companies.

The proposed purchase price of RM100,000,000 (Purchase Price)
and issue price of RM0.50 per Astra Share (Issue Price) for the
Acquiree Companies are subject to the approval by the Securities
Commission (SC). Should the said Purchase Price and/or Issue
Price vary by more than 10%, Astra and the Cooldec Vendors are
allowed to appeal to the SC and mutually agree to accept such
purchase price and/or issue price as approved by the SC.
However, in the event that the said variation by the SC is or
less than 10% of the Purchase Price and/or Issue Price, or such
variation is acceptable by the relevant parties (notwithstanding
it may be more than 10%), then the approval of the SC is deemed
to have been obtained for purpose of the SPA.

A due diligence audit will be conducted on the financial,
contractual and trading position, business prospects and the
legal, corporate structure, contractual and statutory records of
the Acquiree Companies to determine the assets and liabilities
of the Acquiree Companies and to verify the accuracy of the
representations and warranties of the Cooldec Vendors on the
Acquiree Companies (Due Diligence Audit). The Due Diligence
Audit shall be completed within two (2) months from the date of
the SPA or such longer period as may be agreed by Astra and the
Cooldec Vendors.

Should the results of the Due Diligence Audit compared to the
Acquiree Companies' audited accounts as at 31 July 2002 or 31
December 2002, whichever is relevant, reflect any material
inaccuracy, incorrectness or incompleteness representing more
than 5% of the aggregate profit after taxation (PAT) or the
aggregate net tangible assets (NTA) of the Acquiree Companies,
Astra shall be entitled to terminate the SPA or claim a
reduction in the respective purchase prices of the Acquiree
Companies unless the Cooldec Vendors and Astra agree to
disregard such discrepancy or variation and waive the adjustment
of the purchase price.

Mode of satisfaction of the purchase consideration

The purchase consideration for the Proposed Acquisitions is to
be satisfied by the issuance of 200,000,000 new Astra Shares to
the Cooldec Vendors (Consideration Shares).

Ranking of the Consideration Shares

The Consideration Shares to be issued pursuant to the Proposed
Acquisitions will upon allotment, rank pari passu in all
respects with the existing Astra Shares in issue save and except
that they shall not be entitled to any dividends declared or
paid prior to the date of the allotment of the Consideration
Shares.

Status of the Sale Shares

The Sale Shares shall be acquired free from all liens, pledges,
charges, mortgages and other encumbrances whatsoever and with
all rights, benefits and entitlements now or hereafter attaching
thereto including without limitation all bonuses, rights,
dividends and other distributions declared, paid or made in
respect thereof on or before the completion of the Proposed
Acquisitions.

Liabilities assumed

Save for the operational liabilities of the Acquiree Companies
based on the audited accounts as at 31 July 2002 or 31 December
2002, where applicable, the Proposed Acquisitions do not involve
any assumption of liabilities by Astra.

Moratorium on Consideration Shares

The Cooldec Vendors will adhere to the SC's Policies and
Guidelines on Issue/Offer of Securities whereby 50% of the
Consideration Shares, representing 100,000,000 Astra Shares,
will be placed under moratorium (Moratorium Shares) for a period
of one (1) year from the date of listing of these shares on the
KLSE.

Other salient terms of the SPA

The other salient terms of the SPA are as follows:

   (i) The Cooldec Vendors, severally, covenant and warrant to
Astra in the proportion of the Cooldec Vendors' respective
shareholdings in Astra after the issuance of the Consideration
Shares that the cumulative PAT of the Acquiree Companies for the
two (2) financial years ending 31 July 2003 and 31 July 2004
(Guaranteed Financial Years) shall not be less than 85% of the
total forecasted PAT of RM13,900,000 for the Guaranteed
Financial Years comprising the forecasted PAT of RM5,600,000 for
the financial year ending 31 July 2003 and RM8,300,000 for the
financial year ending 31 July 2004 (Aggregate Guaranteed
Profit).

The Aggregate Guaranteed Profit will be in respect of the
cumulative PAT of the Acquiree Companies as audited by a
reputable auditor mutually agreed by the Cooldec Vendors and
Astra immediately after the end of the relevant Guaranteed
Financial Year.

   (ii) The approvals and conditions required from all relevant
authorities as set out in Section 8 hereunder shall be obtained
within six (6) months from the date of the SPA with an automatic
renewal of another six (6) months upon its expiry unless
otherwise disagreed by either party hereof in writing of the
said renewal thereof upon the expiry of the initial six (6)
months.

   (iii) Completion of the sale and purchase of the Sale Shares
shall take place on a business day falling fourteen (14) days
from the date the last of the outstanding approvals and
conditions required from all relevant authorities as set out in
Section 8 hereunder shall be obtained.

Information on the Acquiree Companies

The details of the respective companies in the Acquiree
Companies and their respective principal activities are set out
in Table 1.

A summary of the key financial information of the Acquiree
Companies for the past five (5) financial period/years from 1998
to 2002 is set out in Table 3.

Original costs and dates of investment

The original costs and dates of investment of the Cooldec
Vendors in the Acquiree Companies are set out in Table 2.

PROPOSED WAIVER

Upon completion of the PRS, certain Cooldec Vendors and PAC with
them will hold more than 33% of the enlarged issued and paid-up
share capital of Astra.

As such, pursuant to Part II of the Malaysian Code on Take-Overs
and Mergers, 1998 (Code), certain Cooldec Vendors and PAC with
them will be required to undertake a mandatory offer for the
remaining Astra Shares not held by them (Mandatory Offer) upon
completion of the PRS.

Pursuant thereto, an application will be made by certain Cooldec
Vendors and PAC with them to the SC for a waiver from the
obligation on certain Cooldec Vendors and PAC with them to
undertake a Mandatory Offer pursuant to Practice Note 2.9.3 of
the Code.

PROPOSED DEBT SETTLEMENT

The Proposed Debt Settlement shall be undertaken via combination
of issuance of up to RM6,443,141 nominal amount of 3-year zero
coupon ICULS to certain creditors and settlement via realization
of certain assets of Zaitun. The structure of the Proposed Debt
Settlement is mainly indicative in nature, details of which will
be announced at a later date. The Proposed Debt Settlement is
also subject to, inter-alia, the final terms to be agreed by the
acceptance by the financial institution creditors of Zaitun.

PROPOSED TRANSFER LISTING

The Proposed Transfer Listing entails de-listing of Zaitun from
the Official List of the Second Board of the KLSE and
subsequently the listing of Astra in place of Zaitun on the
Second Board of the KLSE.

However, upon the completion of the PRS and pursuant to Chapter
10 of the SC's Policies and Guidelines on Issue/Offer of
Securities, Astra should have at least 25% of its issued and
paid-up share capital in the hands of a minimum of 1,250 public
shareholding not less than 100 shares each. In the event Astra
is unable to meet the public shareholding spread requirement,
the Cooldec Vendors undertake to dispose of such number of Astra
Shares to be allotted to them through open market and/or
placement in order to comply with the requirement.

PROPOSED DISPOSAL

Upon completion of the PRS, Astra shall dispose of Zaitun to a
SPV following which a liquidator will be appointed to liquidate
certain assets of Zaitun, the proceeds of which would be used
for settlement of certain creditors of Zaitun.

INFORMATION ON ASTRA

Astra was incorporated in Malaysia under the Companies Act, 1965
(Act) on 24 April 2003 as a private limited company. The
authorised share capital of Astra is currently RM100,000
comprising 100,000 ordinary shares of RM1.00 each, of which RM2
has been issued and fully paid-up. To accommodate the PRS, Astra
will subsequently increase its authorised share capital to
RM150,000,000 comprising 150,000,000 ordinary shares of RM1.00
each. Astra is currently dormant.

As stated in the aforementioned section 2.1, to facilitate the
Proposed Share Exchange, Astra shall effect a share split of its
existing share capital of two (2) ordinary shares of RM1.00 each
to four (4) ordinary shares of RM0.50 each by way of a sub-
division of its existing shares of RM1.00 each. Astra will
subsequently assume the listing status of Zaitun pursuant to the
PRS and Zaitun will be delisted thereafter.

RATIONALE OF THE PRS

As at 31 December 2001, the Zaitun Group had suffered
accumulated losses of RM86.86 million and Zaitun has been
identified as an affected listed issuer pursuant to PN4/2001 of
KLSE Listing Requirements.

The PRS is aimed at reviving the financial strength of the
Company through the injection of profitable and viable assets
via the Proposed Acquisitions and thus provides the creditors
and existing shareholders of Zaitun an avenue to recover part of
their debts or investments. The primary objective of the
Proposed Debt Settlement is to address the financial predicament
of the Zaitun Group, to rescue the Company from the risk of
being de-listed pursuant to the provisions of PN4/2001.

The Proposed Share Exchange will provide the shareholders of
Zaitun an avenue to recover a portion of their investment, thus
enabling the existing shareholders to benefit from the promising
prospects of the Acquiree Companies as opposed to the current
position of Zaitun.

RISK FACTORS

The viability and feasibility of the Proposed Acquisitions will
depend on certain factors, which may not be within the control
of the Acquiree Companies. These risk factors include but are
not limited to the following factors:

Political, economic and regulatory

Like all business entities, changes in the political, economic
and regulatory conditions in Malaysia and elsewhere in the world
could materially affect the financial and business prospect of
the Acquiree Companies. Political instability, foreign exchange
fluctuations, changes in monetary and fiscal policies, riots and
war are some of the factors which may materially impact the
performance of the Acquiree Companies. Notwithstanding this, the
Acquiree Companies will exercise prudent financial management
policies to contain these risks.

Business risk

Zaitun Group is principally involved in the manufacturing and
trading of toiletries and cosmetic products whilst the Acquiree
Companies will be mainly in the manufacturing, trading and
installation of roofing structure and metal building materials.
The Acquiree Companies' products are catered primarily for the
construction industry. As such, the new core business activities
will expose Astra to risks inherent in the construction industry
which includes, inter-alia, increase in costs of labor and
materials, labor and material supply shortages, inflation and
taxation.

The Acquiree Companies seek to mitigate these risks by expanding
its customer base especially in the less developed markets, and
providing efficient services as well as quality products at
competitive prices. The Acquiree Companies are confident that it
will be able to penetrate into new market frontiers as well as
retaining its existing customer base. However, there is no
assurance that changes in these factors will not have a material
adverse impact on the enlarged Astra Group after the PRS.

Financial risk

The performance of the Acquiree Companies may be adversely
affected by sudden increase in interest rates, drastic
fluctuation in foreign exchange rate, changes in accounting and
taxation policies. Whilst the Acquiree Companies will endeavor
to mitigate these risks via prudent financial management, there
is no assurance that these financial risks will not negatively
impact the Astra Group.

Change in controlling shareholders

Following the completion of the PRS, the Cooldec Vendors will
emerge as the controlling shareholders in Astra. In this
respect, the Cooldec Vendors, as the new controlling
shareholders may introduce a new set of Directors who shall
effectively determine the future business direction of Astra.
Thereafter, the Cooldec Vendors will be able to influence the
outcome of the matters requiring the vote of the Astra
shareholders, unless it is required to abstain from voting by
law and/or the relevant authorities.

Competition

The Acquiree Companies manufactures a full range of metal roofs,
windows and doors, and other related products, for the domestic
construction industry. The main competitors of the Acquiree
Companies are the small to medium sized manufacturers which are
involved in similar businesses. The Acquiree Companies seeks to
maintain their competitive edge in the market by reducing its
costs and continuously upgrading its production efficiency.
However, there is no assurance that the competitive pressures in
the future will not materially affect the Acquiree Companies'
market share and consequently its financial performance.

Dependence on key personnel

The success of Acquiree Companies will depend significantly upon
the abilities and dedication of the current directors and
management of the Acquiree Companies. The Acquiree Group's
future success will also depend upon its ability to attract and
retain skilled personnel. In this regard, the management of the
Acquiree Companies is committed to continue investing in
providing proper training and guidance to its employees to
enhance their skills, and to equip them with the necessary
knowledge and expertise to carry out daily operations and also
ensuring that the employees are adequately remunerated.

Implication of Asean Free Trade Area (AFTA)

The implementation of the Common Effective Preferential Tariff
under AFTA may give rise to competitions from suppliers from
other ASEAN countries. However, the Acquiree Companies may also
benefit from the opportunity to obtain the supply of raw
materials at lower prices.

Insurance coverage

It is the policy of the Acquiree Companies to ensure that all
its insurable risks are adequately covered. However, there is no
assurance that the coverage will be adequate to compensate for
replacement loss, business interruption and consequential loss
arising from unforeseen circumstances.

Risk of business disruption

The risk of business disruption includes disruption of energy
and water supply which may adversely affect productions. The
Acquiree Companies seeks to mitigate the risk of such
disruptions by maintaining buffet stocks as a contingency
measure.

PROSPECTS

In 2002, the recorded 3.8% growth in the construction sector was
bolstered by projects implemented under the fiscal stimulus
program and housing development. At the same time, the
Government reviewed procedures, rules, and guidelines as well as
established a special task force to ensure that implementation
of public and privatized 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.

For the year 2003, the construction sector is forecasted to
expand by 4.5% whilst the construction-related industries are
expected to benefit from the ongoing implementation of fiscal
stimulus projects as well as sustained performance of the
housing sub-sector. Construction-related industries are expected
to benefit from the ongoing implementation of fiscal stimulus
projects as well as sustained performance of the housing sub-
sector. Public sector infrastructure projects in health and
education sub-sectors as well as rural development would
continue to drive the sector. Housing development would also
contribute to the growth in view of the increasing demand for
low and medium-cost houses.

(Economic Report 2002/2003)

The local construction sector will continue to be underpinned by
government spending on infrastructure and utilities development.
Under the Eighth Malaysia Plan 2001-2005, the Government has
allocated approximately RM27.0 billion for Infrastructure and
Utilities development spending.

(Eighth Malaysia Plan 2001-2005, Economic Planning Unit, Prime
Minister's Department Malaysia)

In the 2003 Budget, the Government will be focusing on improving
the infrastructure in rural areas, with a proposed 36% increase
in the rural development with an allocation of RM2.5 billion.
The allocation include building and upgrading of major roads,
bridges and providing basic facilities, such as electricity and
water supply, health, education and housing as well as
telecommunication facilities.

(Malaysian Budget 2003)

Premised on the above, the prospects of the construction related
industries should augur well for the enlarged Astra Group.

CONDITIONALITY

The Proposed Acquisitions, Proposed Waiver, Proposed Share
Exchange, Proposed Disposal, Proposed Debt Settlement and
Proposed Transfer Listing are inter-conditional with each other.

APPROVALS REQUIRED

The PRS is subject to the following approvals being obtained:-

   (i) The approval of the SC for the PRS;
   (ii) The approval of the Foreign Investment Committee and the
Ministry of International Trade and Industry for the Proposed
Share Exchange, Proposed Acquisitions and the Proposed Debt
Settlement;
   (iii) The approval from the KLSE for the following:

     (a) the de-listing of Zaitun and the Proposed Transfer
Listing;
     (b) the listing of and quotation for the existing and new
Astra Shares to be issued pursuant to the PRS and the new Astra
Shares arising from the conversion of the ICULS on the Second
Board of the KLSE.

   (iv) The creditors for the Proposed Debt Settlement;
   (v) The High Court of Malaya's sanction for the Proposed
Share Exchange;
   (vi) The approval of the shareholders of Zaitun at a court
convene meeting for the PRS; and
   (vii) The approval of any other relevant authorities, if
required.

EFFECTS OF THE PROPOSED RESTRUCTURING EXERCISE

Share Capital

The effects of the PRS on the share capital of Zaitun and Astra
are set out in Table 4.

Earnings

The PRS is not expected to have any effect on the earnings of
Zaitun and Astra for the financial year ending 31 December 2003
as the PRS is only expected to be completed by the end of July
2004. However, upon completion the PRS is expected to contribute
positively to the future earnings of the Astra Group due to the
earnings contribution from the Acquiree Companies.

NTA

The proforma effect of the PRS on the NTA of the Astra Group
will be announced at a later stage, upon finalization of the
PRS.

Shareholding Structure

The proforma effects of the PRS on the shareholdings of the
Astra Group are set out in Table 5.

APPLICATION TO THE SC

Application to the SC for the approval of the PRS shall be made
within two (2) months from the date of this announcement.

DEPARTURE FROM THE SC

As far as PMBB could ascertain, the PRS does not depart from the
new SC's Policies and Guidelines on Issue/Offer of Securities.

INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS AND PERSONS
CONNECTED WITH THEM

None of the Directors of Zaitun and/or substantial shareholders
of Zaitun and/or person connected to them have any interest,
direct or indirect, in the PRS.

STATEMENT OF DIRECTORS

The Board of Directors of Zaitun having taken into consideration
all aspects of the PRS, and is of the opinion that the PRS is in
the best interest of Zaitun.

ADVISER

Zaitun has appointed PMBB as the adviser for the PRS.

DOCUMENT FOR INSPECTION

The SPA are available for inspection at the registered office of
Zaitun at Suite 1609, Tingkat 16, Plaza Pengkalan, Batu Tiga,
Jalan Ipoh, 51200 Kuala Lumpur during between 9.00 a.m. to 5.00
p.m. from Monday to Friday (except public holidays) from the
date hereof up to the date of the EGM of Zaitun.

Tables 1-5 could be found at
http://bankrupt.com/misc/TCRAP_Zaitun0620.doc.


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


BAYAN TELECOMMUNICATIONS: Completing Debt Deal By Year's End
------------------------------------------------------------
Bayan Telecommunications, Inc. (Bayantel) intends to complete
its debt-restructuring plan by the end of this year, according
to DebtTraders. Earlier this year, the Company expected to
conclude the plan by the middle of the year.

The company has a deal with its secured creditors, but it has
yet to obtain support from its unsecured creditors. Bayantel is
restructuring US$475 million of debt, US$275 million of which is
owed to banks and US$200 million to bondholders. The debt plan
will exchange the US$275 million bank debt into amortizing bonds
maturing in nine years. The remaining US$200 million due to
bondholders will be exchanged into 0 percent convertible bonds.


BENPRES HOLDINGS: Clarifies Asset Sale Report
---------------------------------------------
Benpres Holdings Corporation refers to the news article entitled
"Benpres eyes sale of non-core assets" published in the June 12,
2003 issue of the Philippine Star. The article reported that:
"The Lopez-owned Benpres Holdings Corp. will continue with the
divestment of its non-core assets this year to pay off maturing
obligations and allow it to focus on its bread-and-butter
businesses - power generation and media. Among the measures
being eyed by the Company to address its financial obligations
is the orderly disposal of First Philippine Infrastructure
Development Corp. (FPIDC), Rockwell Land Corp., Customer Contact
Center Inc. (C-Cubed), Beyond Cable Inc. and Bayan
Telecommunication Holdings Corp. Benpres Chief Financial Officer
Angel Ong said discussions are now ongoing for the sale of its
investment in Rockwell (25 percent valued at P1.6 billion), C-
Cubed (valued at P100 million), and FPIDC (68 percent)."

Benpres Holdings Corporation (BPC), in its letter dated June 12,
2003, stated:

As we have announced in last year's Annual Stockholders' Meeting
held on June 2002, the divestment of non-core assets is part of
our Balance Sheet Management Pan. These are assets outside power
generation and media. Currently, we are in various stages in the
sales process of the non-core assets. No sale has been completed
to date."

DebtTraders reports that Benpres Holdings' 7.875 percent bond
due in 2002 (BENP02PHS1) trades between 53 and 56. For real-time
bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=BENP02PHS1

For a copy of the disclosure, visit
http://www.pse.org.ph/html/disclosure/pdf/dc2003_1932_BPC.pdf


MANILA ELECTRIC: Clarifies Refund Figures
-----------------------------------------
The Manila Electric Company (Meralco) has refunded a total of
770 million pesos, covering almost 37 percent of the phase 1
budget (100 kwh and below) as of June 14, 2003, a Company
statement said.

Meralco refund Management Task Force Head Leo Mabale said this
amount includes those applied to unpaid bills, June bills, the
net cash refund, and refund credited to future bills.

Mabale said more than half opted to have their refund credited
to their future bills. This involved a total of 424 million
pesos. The remaining was either applied to unpaid bills, June
bills or cash refunds.

"The numbers of customers who are trooping to the Company's
refund centers have increased significantly because of its fast
and efficient claim processing." Mabale stressed.

Meralco Vice President for Corporate Communications Elpi Cuna on
the other said they expect to complete the phase 1 refund at the
soonest possible time in order to satisfy the utility firm's
small consumers.

For a copy of the press release, go to
http://www.pse.org.ph/html/disclosure/pdf/dc2003_1967_MER.pdf


MANILA ELECTRIC: Extends Second Phase Refund Until 2004
-------------------------------------------------------
The Manila Electric Co. (Meralco) will extend until 2004 the
distribution of cash refunds for customers consuming 101 to 300
kilowatt-hours (kWh) due to lack of funds, the Manila Times
reported Thursday. Meralco is unable to cough up the 4.5 billion
pesos for the second round of refunds as the budget allotted for
it had been stretched to the limit of 4 billion. The 4 billion
pesos budget for refund already includes the 2.1 billion pesos
allocation for Phase 1, which covers consumers consuming less
than 101 kWh. As of June 14, Meralco had already refunded some
772 million pesos to its customers.


PHILIPPINE LONG: Cebu City Receives Another P10M in Tax Dues
------------------------------------------------------------
The Philippine Long Distance Company (PLDT) on Wednesday paid
another 10 million pesos representing advance payment for the
franchise taxes it owes Cebu City back to 1998, according to the
Freeman Cebu.

The amount was the second 10 million-peso payment after PLDT's
initial June 6 installment of 10 million pesos. PLDT-Manila
office consultant Ramon Santiago said these two payments were
made while the firm is yet reconciling its records on its tax
due with that of the city's computation, which has reached 75.4
million pesos.


PHILIPPINE LONG: Responds to JPY5.6B Loan Report
------------------------------------------------
Philippine Long Distance Telephone Company (PLDT) refers to
Philippine Stock Exchange (PSE)'s fax letter dated June 19, 2003
requesting for clarification/confirmation of the news entitled
"PLDT gets 5.6 billion yen loan from 4 banks" published in
Thursday's issue of the Philippine Daily Inquirer.

PLDT confirmed that it signed on June 11, 2003 a syndicated loan
agreement that will provide PLDT with a JPY 5,615 million
(approximately US$47 million) five-year facility supported by
Nippon Export and Investments Insurance (NEXI) of Japan. The
facility will finance PLDT's data network expansion and network
optimization projects. The facility was arranged by Bank of
Tokyo-Mitsubishi and Citibank, N.A. and was participated in by
Societe Generale, UFJ Bank Limited, Bank of Tokyo-Mitsubishi and
Citibank, N.A.

The press release is located at
http://www.pse.org.ph/html/disclosure/pdf/dc2003_1977_TEL.pdf


URBAN BANK: EIB Starts Second Phase of Rehab
--------------------------------------------
Export and Industry Bank (EIB) has started advance payments
worth 2.5 billion pesos for the second tranche of its
rehabilitation program for the acquired Urban Bank, according to
the Philippine Star on Wednesday. EIB has been rehabilitating
the bank since its acquisition in 2001.

Part of the rehabilitation involves the repayment of the loans
and deposits of the former bank's clients. The amount to be
repaid reached over 8 billion pesos, which would be undertaken
in several tranches to preserve the bank's liquidity. Under a
memorandum of agreement (MoU) between the EIB and Urban Bank's
creditors and depositors, the payments would be undertaken in
various stages or tranches under different time frames.

EIB had already availed of a 200 million pesos special loan
facility from the Philippine Deposit Insurance Corp. (PDIC) as
additional funds for the bank's re-opening last year. Another
1.5 billion pesos in standby facility with the PDIC was also set
aside in the event the bank fails to raise funds. So far, it has
organic earnings from which the bank sources its repayment fund.


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


ALLIANCE TECHNOLOGY: Disposes Shareholding Interests in Units
-------------------------------------------------------------
Alliance Technology and Development Limited (in Judicial
Management) disposed of its (1) 100 percent shareholding
interest in Beijing Underwater World Pte Ltd, (2) 60 percent
shareholding interest in Nanjing Underwater World Pte Ltd, (3)
100 percent shareholding interest in Grosvenue (S) Pte Ltd And
(4) 80 percent shareholding interest in Oceanis Pte Ltd.

Further to the announcement made by Alliance Technology &
Development Limited (In Judicial Management) (ATD) on 9 May 2003
regarding the above matter, ATD would like to announce that the
Singapore Exchange Securities Trading Limited (SGX-ST) has,
pursuant to their letter dated June 16, 2003, granted a waiver
to ATD from complying with the requirements under Clause 1014 of
the Listing Manual. Submitted by Seshadri Rajagopalan, Judicial
Manager of Alliance Technology and Development Limited (In
Judicial Management) on June 18, 2003 to the SGX.


MULTI-CHEM LIMITED: Post Changes in Shareholder's Interest
----------------------------------------------------------
Multi-Chem Limited posted a notice of changes in substantial
shareholder Han Juat Hoon's interests:

Date of notice to Company: 18 Jun 2003
Date of change of interest: 18 Jun 2003
Name of registered holder: Foo Suan Sai
Circumstance(s) giving rise to the interest: Others
Please specify details: Warrants

Information relating to shares held in the name of the
registered holder:
No. of warrants which are the subject of the transaction:
13,540,000
% of issued share capital:
Amount of consideration (excluding brokerage and stamp duties)
per share paid or received: 0.055
No. of warrants held before the transaction: 13,540,000
% of issued share capital:
No. of warrants held after the transaction: 13,244,000
% of issued share capital:

Holdings of Director including direct and deemed interest

                                             Deemed      Direct
No. of warrants held before the transaction: 13,540,000
11,481,000
% of issued share capital:
No. of warrants held after the transaction:  13,244,000
11,481,000
% of issued share capital:
Total shares:                                13,244,000

No. of Warrants
No. of Options
No. of Rights
No. of Indirect Interest


YONGNAM HOLDINGS: Unveils Result of Creditors Meeting
-----------------------------------------------------
The Directors of Yongnam Holdings Limited announced that at the
meeting of unsecured creditors of Yongnam Engineering &
Construction (Private) Limited (YNEC) held on 18 June 2003 at
10.00 a.m., the unsecured creditors of YNEC (the Creditors)
received, considered and voted on the scheme of arrangement to
be implemented by the Company, YNEC and the Creditors (the
Scheme).

The Directors of the Company announced that the Scheme was
approved by 96.1 percent in number and 97.0 percent in value of
the Creditors, present and voting either in person or by proxy
at the said meeting. Mr Tam Chee Chong of Deloitte & Touche
Financial Advisory Services Pte Ltd has been appointed as the
Scheme Administrator.

An application will be made to obtain the approval of the High
Court of the Republic of Singapore for the Scheme under section
210 of the Companies Act.


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


BANGKOK RUBBER: Releases Additional Investment Disposal Info
------------------------------------------------------------
Whereas B.R.C Planer Co., Ltd., as the Plan Administrator to
rehabilitate the business of Bangkok Rubber Public Company
Limited will dispose the shares of Rangsit Footwear Co.,Ltd. and
shares of Srisuree Co.,Ltd. according to the letter dated 16
June 2003 to The Stock Exchange of Thailand.  Due to such
transaction is concerned to the related transaction. Therefore,
the company would like to announce additional information.  The
details are as follows:

Details pertaining to related persons and involving persons of
the Company.

1.  The related persons:

       Name             Position      Position    % Shareholding
1. Mr. Chokchai Aksaranan   Vice President  Vice President    -
2. Mr. Prasert Chulthira    Vice President  Vice President    -
3. Mr. Boonsong Tondulyakul Vice President  Managing Director -
4. Mr. Udom Satitakorn      Director        Director          -
5. Mr. Suchart Thada-Thamrongvech Chairman of  Chairman of    -
                            Audit Committee    Audit Committee

2.  The involving persons

Bangkok Rubber Public Company Limited has an indirect
relationship with Pan Asia Holding Co., Ltd. by:

   1. Pan Asia Holding Co.,Ltd. is a major shareholder in Pan
Asia Footwear PCL. in a ratio of  25.25.

   2. Bangkok Rubber PCL. and Pan Asia Footwear PCL. have 5
joint directors as a detail in clause 1.

   3.  Pan Asia Footwear PCL. is a major shareholder in Bangkok
Rubber PCL. in a ratio of 19.77

Such transactions is concerned with the related transactions
which is calculate from a basis of related transactions has the
total value of the consideration in a ratio of 2.27 of
accounting value of net total assets.


NATURAL PARK: Changes Par Value to Bt100 From Bt10
--------------------------------------------------
Natural Park Public Co., Ltd. (N-PARK) informed SET that it has
completed the legal process required for changing the company's
par value from Bt10 to Bt100.

As a result, effective from June 20, 2003 onwards, the par
value of the "N-PARK" security in the trading system will be
changed from Bt10 to Bt100.


RAIMON LAND: Offers Newly Issued Shares From Capital Increase
-------------------------------------------------------------
Raimon Land Planner Co., Ltd., Plan Administrator of Raimon Land
Public Company Limited, reported that the Result of the Offering
of the Capital Increase on June 18, 2003:

1. Information Relating to the Shares Offering

   Types of Shares offered :  Capital increase ordinary shares
   Number of Shares offered:  46,312,442 shares
   Offered to              :  Existing Shareholders, Investment
                              according to the  Plan, Private
                              Placement
   Price per Share                 :  Bt3.08
   Subscription and Payment Period :  5-11 June 2003

2. The Result of the Shares Sale
   [  / ]  Totally Sold.
   [    ]  Partly Sold with     -      shares remaining.

3. Details of the Shares Sale.

unit : shares

          Thai Investors           Foreign Investors       Total
       Juristic   Individual    Juristic   Individual

Number of Persons
           6         335            10        12          363
Number of Subscribed Shares
      18,252,429  11,919,161   15,009,447  1,131,405  46,312,442

Percentage of Total Shares Offered
       39.41      25.74          32.41     2.44         100

4. Amount of Money Received from Shares Sale.

   Total amount          : Bt142,642,321.36
   Less expenses         : Bt4,197,250.31
   Net amount received   : Bt138,445,071.05


REGIONAL CONTAINER: TRIS Assigns "BBB" Issue Rating
---------------------------------------------------
TRIS Rating Co., Ltd. assigns a "BBB" rating to Regional
Container Lines PLC's (RCL) proposed up to Bt2,500 million
senior debentures. At the same time, TRIS Rating assigns a
company rating of "BBB+" to RCL. The ratings reflect RCL's
strong market position among regional shipping operators in
terms of size of fleet, frequency of service and age of ships.
The ratings also take into consideration RCL's capable
management team and a global trend toward increased container
shipments. However, these strengths are partially offset by the
cyclical, highly competitive environment and the company's
relatively high leverage, which is a nature of capital intensive
business.

TRIS Rating reported that RCL is in the top 40 shipping
operators in the world in terms of fleet size, according to
studies conducted by Container International and BRS Alphaliner.
The sizes of operators' fleets vary based on the number of
chartered vessels operated. RCL's 23 owned and 13 chartered
vessels, with fleet capacity of 35,336 TEUs, is one of the
largest container fleets in Southeast Asia. According to the
Port of Singapore Authority (PSA) and RCL's local agencies'
statistics, RCL has the highest feeder market share between
Singapore and Philippines, Malaysia, and Thailand. The market
shares in these countries are 36%, 70%, and 51%, respectively.
RCL is also the second largest player in Indonesia and Vietnam.
In terms of volume lifting, according to the PSA, RCL has the
third largest overall market share at the port of Singapore,
trailing only P&O Nedlloyd and Mitsui OSK Line.

However, it is one of the biggest operators in Singapore among
feeders. RCL's large market share stems from high frequency of
ship services per week multiplied by huge average fleet size.
Most of RCL's ships are self-owned, making it easier for them to
operate on flexible schedules, while also maintaining high
frequency of service. Its competitors have smaller fleets with
lower frequency, thereby giving RCL a competitive advantage.
Most of RCL's vessels are young ships with an average age of 9
years, compared with fleet aging range of 7-21 years of Thai
shipping operators listed on the Stock Exchange of Thailand. The
company's capital expenditure to acquire new vessels is
considered high, but new ships are generally more fuel-efficient
and are likely to require less labor cost than older ships.
Because of this huge investment in newbuilding, RCL's debt to
capitalization during the last five years stayed in the range of
63%-72%.

TRIS Rating said, RCL's management team has long experience in
this industry. Its Thai founder has been in the shipping
business since 1973. Top management consists of both Thais and
Singaporeans who have long experience with world-class ship
operators. Other than the traditional Shipper-ownedcontainers
(SOC) business, RCL has expanded into Carrier-owned-containers
(COC), which is a new business. While SOC largely depends on the
global economy and main line operator decisions, COC relies
more on regional economic conditions and retail customers. RCL's
COC business managed to post 22.85% growth in 2001, even when
the SOC business was hurt by the fallout from 11 September 2001.
COC operation has the potential to compete with its SOC
customers, the main line operators. To avoid this sort of
conflict, RCL has not attempted to increase COC activities in
Japan or other main hubs.

The container industry is highly cyclical. Each cycle has
traditionally spanned 5-6 years; however, in recent years there
has been a shortening of cycles. Freight rates are also volatile
and it is not easy for operators to match construction of new
ships to uptick in the container industry cycle. Demand for
shipping is closely linked with economic activities and trade.
The health of global economy has profound impact on the SOC
business, whereas intra-Asia trade is a major factor in the COC
business. According to the IMF's World Economic Outlook, real
world GDP is projected to grow by 3.2% in 2003 and by 4.1% in
2004. Asian GDP is expected to grow at 6.3% in 2003, and 6.5% in
2004. In 2002, world trade grew up around 3%, rising from -0.5%
in 2001. The World Economic Outlook also forecasts world trade
will grow by 4.1% in 2003 and by 6.4% in 2004, TRIS Rating said.

Wrights Investors' Service said that at the end of 2002,
Regional Container Lines Public Company had negative working
capital, as current liabilities were Bt3.68 billion while total
current assets were only Bt3.61 billion.


SIAM AGRO-INDUSTRY: Posts Audit Members, Scope of Performance
-------------------------------------------------------------
Siam Agro-Industry Pineapple and Others Public Company Limited,
in reference to its Board Meeting No. 4/2003 held on 16 June
2003, reported that names of Audit Committee Members and their
scope of performance:

        Name                    Position

Mr. Mark  Chewter       Members of the Audit Committee
                        and  Chairman of the Audit Committee

1. Names of members of the Audit Committee are as follows :

                          Remaining terms of holding office
Chairman of the Audit Committee
Mr. Mark Chewter                           6  Months
Members and Vice Chairman of the Audit
Committee Ms. Jamjuree  Sirovetnukul       6  Months
Members of the Audit Committee
Mr. Boonlert  Cheanyoo                     6  Months
Secretary of the Audit Committee
Mr. Praful  Shah                           6 Months

The Audit Committee of the Company has the scope of duties and
responsibilities, and shall report to the board of directors:

TERMS OF REFERENCE

A. Role

To assist the Board with discharging its responsibility to:

   - Safeguard the company's assets
   - Maintain adequate accounting records
   - Develop and maintain effective systems of internal control

B. Constitution

The Audit committee will be appointed by and report to the Board
of Directors

C. Composition

The composition of the Audit Committee is:

Mr Mark Chewter - Member and Chairman of the audit Committee
Ms. Jamjuree Sirovetnukul - Member and Vice Chairmain of the
audit Committee
Mr. Boonlert Cheanyoo - Member of audit the Committee
Mr Praful Shah - Secretary

The term of appointment of the audit committee will be two years

D. Meetings

Quorum

The quorum for meetings be set at two committee members:

Attendence

Audit committee meetings will be attended by the Committee
members and the Managing Director or Finance Director. The
committee will be entitled to call on the external auditors to
attend.  The Managing Director or  Finance Director will serve
as the secretary  to the Audit Committee.

Frequency

Four meetings are envisaged per annum

E. Authority

The Audit Committee has no executive powers unless otherwise and
to the extent delegated by the Board and is appointed in a
review and advisory role.  The Audit Committee is authorised to
obtain the information it requires in order to fulfill its
obligators.  For practical purposes it should channel its
requests through the executive structure of SAICO, normally
through the Managing Director and/or the Financial Director.  In
particular circumstances, upon notification to the Managing
Director, information may be requested from any member of the
company's staff.

F. Duties

1. External Audit

   - Review the nature, timing and scope of the Audit programmed
for the year

   - Review the management letter, which shall consist of an
executive summary of the major pints raised, and management's
response, in the individual company management letters.

   - Review the terms of engagement of the auditors and audit
fees.

2.  Financial Statements

Review the interim and annual financial statements before
submission to the Board with particular reference to:

   -       Accounting policy changes
   -       Compliance with accounting standards
   -       Compliance with Stock Exchange requirements
   -       Compliance with statutory requirements

3. Internal Controls

   -       Review statement on internal control systems prior to
           endorsement by the Board
   -       Review internal audit programmed
   -       Review and consider internal audit major findings and
           management responses to them

4. Ad hoc projects which the Board may direct the Audit
committee to undertake from time to time

G. Reporting Procedure

The secretary shall circulate the minutes of the Audit Committee
to all the members of the Board.

According the Wrights Investors' Service, at the end of 2001,
Siam Agro had negative working capital, as current liabilities
were Bt628.65 million while total current assets were only
Bt340.04 million. The company has paid no dividends during the
last 12 months and has not paid any dividends during the
previous 6 fiscal years.


S U B S C R I P T I O N  I N F O R M A T I O N

Troubled Company Reporter -- Asia Pacific is a daily newsletter
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USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
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Copyright 2003.  All rights reserved.  ISSN: 1520-9482.

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