/raid1/www/Hosts/bankrupt/TCRAP_Public/031124.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                   A S I A   P A C I F I C

         Monday, November 24, 2003, Vol. 6, No. 232

                         Headlines


A U S T R A L I A

AMP LIMITED: Income Securities Seeks Judicial Advice
AUSTRALIAN MAGNESIUM: Appoints Rawlings as Executive Chairman
MIZUHO CORPORATE: S&P Withdraws Ratings
NATIONAL CAN: Initial Panel Publishes Reasons
PAN PHARMACEUTICALS: Capital Loss Can Now Be Claimed

QANTAS AIRWRAYS: Welcomes ACCC Decision to Discontinue Action


C H I N A  &  H O N G K O N G

CHIEF LIGHT: Petition to Wind Up Planned
FULLKIND INDUSTRIAL: Winding Up Petition Hearing Set
TOP POINT: Winding Up Sought by Finedale Industries


I N D O N E S I A

BANK INTERNASIONAL: IBRA, Konsorsium Sorak Signs SPA


J A P A N

ISUZU MOTORS: Returns to Profit in First Half
JAPAN AIRLINES: JCR Assigns BBB+ Rating
KANEBO LIMITED: Outlines Plan For Makeover
NISSAN DIESEL: Widens 1H03 Net Loss to Y9.65B


K O R E A

HANARO TELECOM: LG Insurance Sells 3.36 Million Shares
HANARO TELECOM: Newbridge-AIG Acquire Shares
KOOKMIN BANK: Discloses 2003 Financial Statement Results
KOOKMIN BANK: Unveils Principal Accountant Fees and Services


M A L A Y S I A

ASSOCIATED KAOLIN: Narrows Q303 Net Loss to RM2.663M
BERJUNTAI TIN: SC Approves Proposed Restructuring Scheme
BERJUNTAI TIN: Vendors Accept SC's Imposed Conditions
EMICO HOLDINGS: Rights Issue Oversubscribed
FABER GROUP: Bondholders' Meeting Set on Dec 15

GADANG HOLDINGS: FIC OKs Proposed Acquisitions, Debt Settlement
KL CITY: Proposed Disposal Receives Offer From AMBB
KSU HOLDINGS: Posts Receiver, Manager Appointment Clarification
L&M CORPORATION: ICULS Trust Deed Executed
MANGIUM INDUSTRIES: Discloses Oct Production Figure

MEDAS CORPORATION: Unveils Proposed Restructuring Scheme
MOL.COM BERHAD: Proposes Articles of Association Amendment
OCEAN CAPITAL: Discloses Proposed CRE Revisions
PERNAS INTERNATIONAL: Unit Disposes of Cars to Streamline Assets
RNC CORPORATION: SC Grants Guidelines Compliance Exemption

SATERAS RESOURCES: Court Sets Petition Hearing on Feb 11
SATERAS RESOURCES: Unit's Petition Stay Order Extended
SOUTHERN STEEL: Listing Requirements Compliance Period Extended
TA ENTERPRISE: Debt Restructuring Agreement Completed
TA ENTERPRISE: Unit Completes Proposed Acquisition

UNIPHOENIX CORPORATION: Incurs Q303 Loss of RM14.5M


P H I L I P P I N E S

ASIAN CAPITAL: SEC Orders Temporary Closure
DIGITAL TELECOMMUNICATIONS: Investor's Briefing Set November 24
FAIRMONT HOLDINGS: Reschedules AGM For Next Year
MANILA ELECTRIC: Unlikely to Receive Rate Hike Approval
MUSIC CORPORATION: Revises Definitive Proxy Statement


S I N G A P O R E

AM PAINT: Petition to Wind Up Pending
ASTI HOLDINGS: Finalizes Debt Restructuring Scheme
CARPE DIEM: Releases Winding Up Order Notice
KENLY PLUMBING: Winding Up Petition Set November 28
MAXIMILLION BUILDING: Issues Winding Up Order Notice

MERCATELA (PTE): Issues Notice of Preferential Dividend
PAN-UNITED CORPORATION: Unit Enters Voluntary Liquidation
YONGNAM HOLDINGS: Post Changes in Sharehlder's Interest
YONGNAM HOLDINGS: Proposes Capitalization of Professional Fees
YONGNAM HOLDINGS: Proposes Debt Settlement With Creditors


T H A I L A N D

BANGCHAK PETROLEUM: Decreases Registered Capital, Par Value
JASMINE INT'L: Planner Posts Rehabilitation Plan Progress
KRISDA MAHANAKORN: Clarifies Capital Gearing
NATIONAL FERTILIZER: Provides Auditor's Opinion Explanation
PRASIT PATANA: Posts Q303 Management Discussion, Analysis

THAI PETROCHEMICAL: Clarifies Auditor's Q303 F/S Opinion

     -  -  -  -  -  -  -  -

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


AMP LIMITED: Income Securities Seeks Judicial Advice
----------------------------------------------------
AMP Limited has responded to the trustee for its Income
Securities, Perpetual Trustee Company Limited, which has advised
that it plans to seek judicial advice on the impact of AMP's
proposed demerger on its Income Securities.

Both AMP and Perpetual have received inquiries about the impact
of the demerger on the Income Securities and whether it could
constitute a default under the terms of issue.

AMP Chief Executive Officer Andrew Mohl said the Company does
not consider that any default has occurred, or will occur, as a
result of the demerger and this is detailed in the Section 3.4.4
of AMP's Proposal to Demerge Explanatory Memorandum.

"AMP closely examined the terms of the issue of the Income
Securities as part of its demerging planning," Mr Mohl said.

The judicial advice process involves a Court application by
Perpetual to seek procedural advice on any actions it should
take in relation to the Income Securities. This advice will be
non-binding on both AMP and the securities holders.

If a Court were to ultimately find that a default had occurred,
the Securities would be repayable at fixed value. It is the
unlikely event that this was to occur, AMP has both internal and
external capacity to refinance the Income Securities, including
existing cash resources and debt facilities.


AUSTRALIAN MAGNESIUM: Appoints Rawlings as Executive Chairman
-------------------------------------------------------------
The Board of Australian Magnesium Corporation Limited (AMC) has
agreed to appoint current Acting Chief Executive Officer (CEO),
Dr Chris Rawlings, as Executive Chairman on the retirement of
AMC Chairman, Dr Roland Williams, at the conclusion of the
Annual General Meeting on 24 November 2003. The AMC Board has
also appointed Mr Eric Kolatchew, General Manager Project
Development, to the position of CEO.

Mr Kolatchew, who has an honors degree in Mechanical
engineering, joined AMC in March 2003 and was previously the
Managing Director - Project and Construction Management at Hatch
Associates. In that capacity he was responsible for Hatch's
global construction management function.

The Board of Directors post the Annual General Meeting will be:
Dr Chris Rawlings (Executive Chairman), and Non - Executive
Directors, Mr John Story, Mr Ken Williams and Mr Creagh
O'Connor. Mr Ken Williams will remain Chairman of the Finance,
Audit and Compliance Committee.

The Company continues to operate under the Heads of Agreement
until 13 June 2004 to deliver to the Queensland and Commonwealth
Government stakeholders an acceptable new business plan and the
results of a feasibility study to progress the Company's
magnesium business.

It is the Board's intention to review the appropriateness of
these positions once the Company has achieved a more stable
operational and financial basis.


MIZUHO CORPORATE: S&P Withdraws Ratings
---------------------------------------
Standard & Poor's Ratings Services said Friday it has withdrawn
its BBB/Stable/A-2 counterparty credit ratings on Mizuho
Corporate Australia Ltd. (formerly known as Fuji International
Finance (Australia) Ltd.) at the request of the company. The
withdrawal of the ratings reflects the reorganization of the
Mizuho Financial Group entities in Australia following the
formation of Mizuho Corporate Bank Ltd. in Japan on April 1,
2002.


NATIONAL CAN: Initial Panel Publishes Reasons
---------------------------------------------
The Takeovers Panel on Friday published the reasons for the
decision of the Initial Panel in the proceedings (the
Proceedings) relating to National Can Industries Limited (NCI).

The Proceedings arose from an application made on 19 September
2003 by Visy Industrial Packaging Holdings Pty Ltd (VIPH) in
relation to the affairs of NCI. The Proceedings concluded
following acceptance by the Panel of undertakings provided by
NCI and ESK Holdings Pty Ltd (ESK). The conclusion of the
Proceedings was announced on 17 October 2003 in Panel media
release TP 03/102.

As previously announced on 21 October 2003 in Panel media
release TP 03/103, the decision of the Initial Panel was the
subject of an application for review. The Review Panel announced
on 17 November 2003 (see Panel Media Release TP 03/115), that it
had decided not to alter the decision of the Initial Panel.

The Initial Panel was made up of Andrew Lumsden (sitting
President), Anthony Burgess and Denis Byrne.

The reasons of the Initial Panel in the Proceedings are
available on the Panel's website at:
http://www.takeovers.gov.au/Content/Decisions/decisions.asp

The earlier Panel media releases mentioned in this media release
are available on the Panel's website at
http://www.takeovers.gov.au/Content/MediaReleases/MediaReleases.
asp

The reasons of the Review Panel will be released when they have
been finalized.

CONTACT INFORMATION: George Durbridge
        Director, Takeovers Panel
        Level 47 Nauru House
        80 Collins Street
        Melbourne VIC 3000,
        Ph: +61 3 9655 3553
        george.durbridge@takeovers.gov.au


PAN PHARMACEUTICALS: Capital Loss Can Now Be Claimed
----------------------------------------------------
Tony McGrath, the Liquidator of Pan Pharmaceuticals Limited (In
Liquidation) has reasonable grounds to believe that there is no
likelihood that the shareholders of Pan will receive any
distribution in the course of the Winding Up.

A capital loss on Pan shares may now be claimed for taxation
purposes, in accordance with the Section 104-145 of the Income
Tax Assessment Act 1997.


QANTAS AIRWRAYS: Welcomes ACCC Decision to Discontinue Action
-------------------------------------------------------------
Qantas Airways Limited said Friday it welcomed the resolution of
the Federal Court litigation by the ACCC for alleged breaches by
Qantas of S46 of the Trade Practices Act. The ACCC will
discontinue the action.

The Chief Executive Officer of Qantas, Geoff Dixon, said the
action related to Qantas' commercially justified competitive
response to Virgin Blue commencing operations on the Brisbane-
Adelaide route in early 2001.

The action against Qantas was commenced in May 2002. At all
times, Qantas has rejected the ACCC's allegations and has
vigorously defended the prosecution. Qantas served its evidence
in the last week.

The discontinuance of the litigation confirms Qantas' belief
that it would have successfully defended the action. The
prosecution has cost Qantas a significant amount of money and
has been a major distraction to executive management involved in
preparing the defense. Qantas has agreed to bear its own costs
to resolve this matter now.


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


CHIEF LIGHT: Petition to Wind Up Planned
----------------------------------------
The petition to wind up Chief Light Magnetics Limited is
scheduled for hearing before the High Court of Hong Kong on
December 17, 2003 at 9:30 in the morning.

The petition was filed with the court on October 27, 2003 by the
Petitioner Bank of China (Hong Kong) Limited of 14th Floor, Bank
of China Tower, 1 Garden Road, Central, Hong Kong.


FULLKIND INDUSTRIAL: Winding Up Petition Hearing Set
----------------------------------------------------
The petition to wind up Fullkind Industrial Limited is set for
hearing before the High Court of Hong Kong on December 3, 2003
at 10:00 in the morning.

The petition was filed with the court on October 16, 2003 by the
Petitioner Chiu Yung Bin of 3/F., No. 3, Alley 8, Syhwei Lane,
Ching-Cheng Road, Hsin-Tien, Taipei, Taiwan and was amended on
6th November 2003 pursuant to the Order of Master S. Kwang of
the High Court in Chambers dated 3rd November 2003.


TOP POINT: Winding Up Sought by Finedale Industries
---------------------------------------------------
Finedale Industries Limited is seeking the winding up of Top
Point Telecom Limited. The petition was filed on October 31,
2003, and will be heard before the High Court of Hong Kong on
December 31, 2003 at 9:30 in the morning.

Finedale Industries holds its registered office at Unit  6-9,
Ground Floor, Hi-Tech Center, 9 Choi Yuen Road, sheung Shui, New
Territories, Hong Kong.


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


BANK INTERNASIONAL: IBRA, Konsorsium Sorak Signs SPA
----------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) and Sorak
Financial Holdings (Konsorsium Sorak) on Friday signed the Sales
and Purchase Agreement on the divestment of 51% Bank
Internasional Indonesia (BII) shares. Signatories of the SPA are
Syafruddin A. Temenggung, Chairman of IBRA and Jimmy Phoon
representing Sorak Consortium.

The winner notification of the divestment of 51% BII shares is
pending until announcement on the result of fit & proper test by
the central bank (BI) on Sorak Consortium as the preferred
bidder. Upon receiving the result of the test, IBRA will execute
closing transaction in the middle of December 2003.

IBRA keeps holding its commitment to carry out divestment
process of IBRA's shares in BII in an optimal way while
complying to the principles of transparency, integrity,
fairness, and consistent in the implementation in line with the
prevailing regulations, so as to win confidence from all
investors and the public.


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


ISUZU MOTORS: Returns to Profit in First Half
---------------------------------------------
Isuzu Motors Ltd. posted a group net profit of 24.9 billion yen
(US$228 million) in the first half of this year ended September
30, versus a net loss of 84.2 billion yen a year earlier, as
domestic demand to replace trucks surged due to tighter diesel-
engine emission controls.

Isuzu's vehicle sales in Japan in the April-September period
grew a sharp 76.5 percent from a year earlier to 50,156 units,
as the domestic truck market expanded on demand to replace
trucks following the tightening of regulations on exhaust
emissions.


JAPAN AIRLINES: JCR Assigns BBB+ Rating
---------------------------------------
Japan Credit Rating Agency (JCR) has assigned a preliminary BBB+
rating to the shelf registration of Japan Airlines System
Corporation.

Shelf Registration:

Maximum: Y150 billion
Valid: two years effective from November 13, 2003

RATIONALE:

Japan Airlines System is a pure holding Company of Japan
Airlines and Japan Air System, making decisions on group
strategies, allocation of resources, external activities and
management of operating companies under it. It has strong
governance in the operations of the operating companies, having
power to make important decisions such as their business plans,
investment and capital policies against the background of strong
unity. The holding Company can also receive required funds from
the operating companies at any time, if necessary. The debt
service capability of Japan Airlines System is considered the
same as that of the operating companies or that of the group as
a whole. JCR assigned a BBB+ rating for the holding Company,
accordingly.

Japan Airlines System Corporation is on target to return to the
profit in 2004/2005 because of stepped-up cost savings from its
merger with Japan Air System (JAS) and a full recovery from
severe acute respiratory syndrome (SARS), TCR-AP reported
recently. The JAL Group posted a net loss of 65 billion yen for
the year to March, versus a net loss of 43 billion year a year
earlier, hit by the fallout from the SARS and war in Iraq.


KANEBO LIMITED: Outlines Plan For Makeover
------------------------------------------
Cosmetics maker Kanebo Limited outlined a shake-up of its
operations, including a 19 percent cut in its workforce, after
revealing it had a negative net worth of 63 billion yen (US$576
million), the Financial Times reports. The cosmetics maker is
struggling to stay afloat in a stagnant market dominated by
Japanese cosmetics group Shiseido.

The Company intends to bring down group interest-bearing debt to
below 300 billion yen by March 2007 from 506 billion yen last
March, through asset sales and gains from the sale of a 49 per
cent stake in its cosmetics business to Kao.


NISSAN DIESEL: Widens 1H03 Net Loss to Y9.65B
---------------------------------------------
Struggling Nissan Diesel incurred a consolidated net loss of
9.65 billion yen in the first half of this year versus a net
loss of 4.57 billion yen in the same period last year, the Japan
Times reports. The Company attributed the disappointing result
to increased special losses, including 12.75 billion yen put
toward irrecoverable loans to its group sales companies.

Nissan Diesel said it had a negative net worth of 3.99 billion
yen on a consolidated basis at the end of September.


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


HANARO TELECOM: LG Insurance Sells 3.36 Million Shares
------------------------------------------------------
LG Insurance Co. sold 3.36 million shares of Hanaro Telecom Inc.
for 15.6 billion won (US$13.24 million) from November 10 to 19,
2003, Asia Pulse reported on Wednesday. After the transaction,
LG Insurance holding in the broadband operator declined to 4.36
million shares, or 1.56 percent of Hanaro's total outstanding
stock.

On October 21, a foreign consortium led by American
International Group Inc. and Newbridge Capital Ltd. won
shareholder approval to buy a controlling stake of Hanaro for
US$500 million, defeating LG, which had tried to prevent the
deal from going through in order to retain its influence in the
debt-ridden broadband operator.


HANARO TELECOM: Newbridge-AIG Acquire Shares
--------------------------------------------
The consortium of Newbridge Capital and the American
International Group (AIG) has completed its acquisition of the
governing stake in Hanaro Telecom, Digital Chosun reports. The
consortium paid US$500 million for Hanaro's 182.81 million new
shares.

With the payment, the consortium now owns the majority 39.6
percent stake in Hanaro, while the LG group, which used to hold
the dominating 18 percent stake in the firm, saw its share
ownership ratio fall to 10.7 percent.


KOOKMIN BANK: Discloses 2003 Financial Statement Results
--------------------------------------------------------
Kookmin Bank issued notes to non-consolidated financial
statements as of September 30, 2003 and December 31, 2002 and
for the three-month and nine-month periods ended September 30,
2003 and 2003.

GUARANTEES AND ACCEPTANCES

Kookmin Bank applies the credit risk classification used for
loans to outstanding guarantees and acceptances, and provides
allowances for losses of 20 percent, 50 percent and 100 percent
of the outstanding guarantees and acceptances classified as sub-
standard, doubtful, and estimated loss, respectively.

DEFERRED INCOME TAXES

The Bank records the future tax effects of temporary differences
between the financial and tax bases of assets and liabilities as
deferred tax assets or liabilities. The tax effects of temporary
differences arising from the cumulative effects of accounting
changes are adjusted in retained earnings.

BONDS UNDER REPURCHASE/RESALE AGREEMENTS

Securities bought under resale agreements are recorded in loans
as bonds purchased under resale agreements. Securities sold
under repurchase agreements are recorded in borrowings as bonds
sold under repurchase agreements. Interest from bonds purchased
under resale agreements and bonds sold under repurchase
agreements are recognized as interest income on loans and
interest expense on borrowings, respectively.

DERIVATIVES INSTRUMENTS

Derivative instruments for trading or hedging purpose are
recorded at fair value and resulting unrealized gains and losses
are recognized in current operations, except for the effective
portion of derivative transactions entered into for the purpose
of cash-flow hedges, which is recorded as an adjustment to
shareholders' equity.

Fair value hedge accounting is applied to a derivative
instrument with the purpose of hedging the exposure to changes
in the fair value of an asset or a liability or a firm
commitment that is attributable to a particular risk. The gain
or loss, both on the hedging derivative instrument and on the
hedged item attributable to the hedged risk, is reflected in
current operations.

Cash flow hedge accounting is applied to a derivative instrument
with the purpose of hedging the exposure to variability in
expected future cash flows of an asset or a liability or a
forecasted transaction that is attributable to a particular
risk. The effective portion of the gain or loss on a derivative
instrument designated as a cash flow hedge is recorded as a
capital adjustment and the ineffective portion is recognized in
current operations. The effective portion of the gain or loss
recorded as a capital adjustment is reclassified to current
operations in the same period during which the hedged forecasted
transaction affects earnings. If the hedged transaction results
in the acquisition of an asset or the incurrence of a liability,
the gain or loss recognized as a capital adjustment is added to
or deducted from the asset or the liability.

STOCK OPTIONS

The Bank applies the intrinsic value method, as it expects the
settlement of stock options in cash. Accordingly, the Bank
recognizes the compensation cost, which is the difference
between the exercise price and the stock price as of the balance
sheet date, by allocating the amount over the contracted service
period (Note 13).

NATIONAL HOUSING FUND

The Bank, as designated by the Korean Government under the
Housing Construction Promotion Law, manages the sources and uses
of funds of the National Housing Fund (the "NHF) and records the
related NHF account in other liabilities. In addition, the Bank
pays interest, which is computed by multiplying the average
balance of the NHF account by the passbook deposit interest
rate, to the NHF.


KOOKMIN BANK: Unveils Principal Accountant Fees and Services
------------------------------------------------------------
Samil Accounting Corporation, the Korean member firm of
PricewaterhouseCoopers, has reviewed Kookmin Bank's financial
statements for the third quarter of 2003. The aggregate audit
and review service contract amount for the year 2003 is 980
million Won.

Service Other than Audit & Review

The following is a description of non-audit services rendered by
the independent auditor for the last three years.

(Units: in millions of Won unless indicated otherwise)


  Year           Service description         Amount of payment

                                            (In Thousands)

Sept, 30, 2003 - US GAAP conversion for 2002          - US$3,800
               - Due Diligence on Kookmin Credit Card - 250
- SEC Filing regarding the proposed
  merger with Kookmin Credit Card      - US$30

2002 - Project for improving the accounting process   - 690
     - Advisory service for the conversion
       process in US GAAP                             - 1,450

2001 - Due diligence on the assets and liabilities
       in connection with the merger                    2,400
     - US GAAP conversion for 2000                     US$ 2,700
     - US GAAP conversion for New York Stock Exchange
       listing of New Kookmin Bank                     US$ 7,480
     - Advisory service for tax in connection
       with the merger                                     300
     - US GAAP conversion                              US$ 4,950


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


ASSOCIATED KAOLIN: Narrows Q303 Net Loss to RM2.663M
----------------------------------------------------
Associated Kaolin Industries Berhad released its quarterly
report for the financial period ended 30 September 2003. Below
is the operations review:

The Group recorded a turnover of RM3.587 million for the quarter
ended 30 September 2003 which was RM0.494 million or 16.0%
higher than the turnover registered in the same period last
year.  This was mainly due to the increased in kaolin sales.

Loss after tax amounted to RM2.663 million for the current
quarter, which was 6.6% lower than RM2.852 million loss,
registered in the same quarter last year mainly due to the
increase in kaolin sales and contribution. High financing costs
of RM2.583 million and provision of doubtful debts of RM0.435
million contributed to the loss.

For full copy of the Company's quarterly report, go to
http://bankrupt.com/misc/AKI1124.xlsand
http://bankrupt.com/misc/AKI1124.doc.


BERJUNTAI TIN: SC Approves Proposed Restructuring Scheme
--------------------------------------------------------
Berjuntai Tin Dredging Berhad refers to the announcements made
on 26 May 2003, 28 May 2003, 1 July 2003, 3 July 2003 and 12
August 2003 on the Proposed Restructuring Scheme.

On behalf of the Board of Directors of BTD (BTD Board), Southern
Investment Bank Berhad (SIBB) wishes to announce that the
Securities Commission (SC) had via its letters dated 11 November
2003 and 12 November 2003 which were received on 18 November
2003 approved the Proposed Restructuring Scheme which includes,
inter-alia, the following:

   (i) Capital reconstruction which involves 80% reduction in
the share capital of BTD by the cancellation of RM0.80 of the
par value of the existing ordinary shares of RM1.00 each in BTD
reducing the par value to RM0.20 per share. Thereafter, two and
a half (2.5) ordinary shares of RM0.20 each will be consolidated
into one (1) ordinary share of RM0.50 each (Share) in BTD
(Proposed Capital Reconstruction);

   (ii) Debt conversion of the outstanding amount of
RM22,000,000 as at 19 May 2003, which is due from BTD to
Malaysia Mining Corporation Berhad (MMC), into 44,000,000 new
BTD Shares at an issue price of RM0.50 per new BTD Share
(Proposed Debt Conversion);

   (iii) Acquisition of the entire equity interest in Comfort
Rubber Gloves Industries Sdn Bhd (CRG) by BTD from Chip Lam Seng
Berhad (CLS) at the purchase consideration of RM90,300,000 to be
satisfied by the issuance of 180,600,000 new BTD Shares at an
issue price of RM0.50 per BTD Share (Proposed Acquisition);

   (iv) Restricted offer for sale / offer for sale of 50,488,954
BTD Shares by CLS to the existing shareholders of BTD, suppliers
of CRG, employees of CRG and the Malaysian public (Proposed
Restricted Offer for Sale/Offer for Sale); and

   (v) Issuance of new BTD Shares as follows:

     (a) 44,000,000 new BTD Shares resulting from the Proposed
Debt Conversion; and

     (b) 180,600,000 new BTD Shares resulting from the Proposed
Acquisition.

Listing and quotation of the above BTD Shares, on the Main Board
of Kuala Lumpur Stock Exchange (KLSE).

Further, the SC takes note that the issue price for all the new
BTD Shares which will be issued as a result of the Proposed Debt
Conversion and Proposed Acquisition as well as the Proposed
Restricted Offer for Sale / Offer for Sale by CLS will be fixed
at RM0.50 per BTD Share.  The SC's approval on the Proposed
Restructuring Scheme is subject to the following conditions:

   (i) A moratorium imposed on 50% of the BTD Shares, which will
be received by CLS (amounting to 90,300,000 BTD Shares), in line
with the requirements of the SC's Policies and Guidelines on
Issue/Offer of Securities (SC Guidelines) (Moratorium). In this
respect, CLS is not allowed to sell, transfer or assign its
shareholdings under the Moratorium, for a period of one (1) year
from the date of listing of the shares on KLSE.

Apart from that, CLS and each CLS shareholder is required to
provide an undertaking that they will not sell, transfer or
assign their respective shareholdings in CRG and CLS, for as
long as the Moratorium period is in effect. The letters of
undertaking have to submitted to the SC before the
implementation of the Proposed Restructuring Scheme;

   (ii) In relation to the trade receivables of CRG, BTD/CRG has
to comply with the following conditions:

     (a) BTD/CRG is required to provide full disclosure in the
prospectus on the position of the trade debts, ageing analysis
of the debts and, for the trade debtors which have exceeded
their credit period, and to include a commentary/statement by
the directors of CRG on the recoverability of the trade debts
which have exceeded their credit period;

     (b) Full provision to be made for all trade debts, which
are under dispute or where legal action has been taken or the
credit period, has exceeded six (6) months. SIBB is required to
furnish the SC with a written confirmation from the directors of
CRG that the this requirement has been complied with prior to
the issuance of the prospectus; and

     (c) The directors of CRG are required to furnish the SC
with a written confirmation that the trade debts exceeding the
credit period are recoverable and full provision is made for
debts exceeding six (6) months have been made in the financial
accounts/forecast/projections, prior to the issuance of the
prospectus.

   (iii) SIBB is required to provide a commentary in relation to
the basis of the valuation of CRG and to state if it is
reasonable or otherwise, in the BTD circular to shareholders and
prospectus;

   (iv) BTD/CRG is to ensure that any related party transactions
in the future will be carried out on an arms length basis and
based on terms, which are not detrimental to the companies under
the BTD Group;

   (v) In relation to the Supplemental Share Sale Agreement
between CLS and BTD on the proposed acquisition of PT Abbergummi
by CRG (whereby the acquisition is still awaiting the approval
of the Indonesian authorities, resulting in the exclusion of the
PT Abbergummi acquisition in the Proposed Restructuring Scheme),
the amount of RM2,000,000 owed by CLS to CRG (which represents a
part payment by CRG for the acquisition of PT Abbergummi), is
required to be settled before the listing of the BTD Shares on
KLSE;

   (vi) BTD/CRG is required to appoint an independent audit firm
(with experience in investigative audit and is not the current
nor past auditor of BTD Group) within a period of two (2) months
from the date of this letter to conduct the investigative audit
on the past losses of BTD. BTD/CRG is also required to take
necessary/relevant steps to recover the past losses. Based on
the results of the investigative audit, BTD/CRG is required to
report to the relevant authorities any contravention against any
relevant guidelines and memorandum and articles of association
(M&A) by the board of directors and/or any other parties that
resulted in the above losses of BTD. The investigative audit
must be completed within a period of six (6) months from the
date of appointment of the independent audit firm and an
appropriate announcement must be made on the findings of the
said investigative audit. Four (4) copies of the investigative
audit report must be furnished to the SC upon the completion of
the said investigative audit; and

   (vii) BTD is required to fully comply with the relevant
requirements in relation to the Proposed Restructuring Scheme as
provided for under the SC Guidelines.

SIBB and BTD are required to provide written confirmation(s) to
the SC on the compliance with all the above terms and conditions
imposed by the SC upon completion of the Proposed Restructuring
Scheme.

The SC has no objection on the above equity structure of BTD,
subject to the following conditions:

   (a) BTD is required to increase the Bumiputera shareholders'
shareholdings back to the percentage shareholdings before the
Proposed Restructuring Scheme (24.80%) within a period of one
(1) year from the date of the SC approval letter; and

   (b) BTD is required to comply with all other equity
conditions imposed by MITI and other authorities.

SIBB and BTD are also reminded that any breach or non-compliance
of the terms or conditions imposed by the SC, as stated in the
above paragraphs, is considered to be an offence under the
Securities Commission Act 1993 (SCA) and is subject to the
penalties as provided for under the said SCA.

An extract of the SC's letter in relation to the conditions
above is set out at http://bankrupt.com/misc/Berjuntai1124.pdf.

Further, in relation to the application dated 3 July 2003 which
was made on behalf of CLS seeking the approval of the SC for an
exemption under Practice Note 2.9.3 of the Malaysian Code on
Take-Overs and Mergers 1998 (Code) for CLS to be exempted from
extending a mandatory offer pursuant to Part II of the Code for
the remaining equity interest in BTD, the SC has taken note of
the following:

   (i) BTD is proposing to implement a restructuring scheme,
which involves, among others, the proposal to acquire the entire
equity interest in CRG from CLS for a total purchase
consideration of RM90,300,000 to be satisfied by the issuance of
180,600,000 new BTD Shares (Proposed Acquisition);

   (ii) Pursuant to the Proposed Acquisition as stated in
paragraph (i) above, CLS will hold 180,600,000 new BTD Shares,
which represents 76.26% equity interest in BTD. This
shareholding will be reduced to 54.94% after the implementation
of the offer for sale. The Proposed Acquisition will also give
rise to the mandatory offer obligation against CLS for the
remaining voting shares in BTD pursuant to Section 33B(2) of the
SCA and Section 6(4) of the Code; and

   (iii) BTD has fulfilled the requirement of paragraph (3) of
Practice Note 2.9.3, whereby, among others, the net tangible
asset per BTD Share is less than 50% of its par value, the debt-
equity ratio of the BTD Group exceeds 3:1 and the proposal is
expected to restore the financial position of the BTD Group.

The SC has approved the application for the exemption from the
mandatory offer obligation on the voting shares in BTD under
Practice Note 2.9.3 of the Code.


BERJUNTAI TIN: Vendors Accept SC's Imposed Conditions
-----------------------------------------------------
Berjuntai Tin Dredging Berhad refers to the announcement made on
19 November 2003 on the Proposed Restructuring Scheme.

On behalf of the Board of Directors of BTD (BTD Board), Southern
Investment Bank Berhad wishes to announce that the BTD Board and
the Comfort Rubber Gloves Industries Sdn Bhd vendor, namely Chip
Lam Seng Berhad, accept all the conditions imposed by the
Securities Commission via its letter dated 11 November 2003,
which was received on 18 November 2003.


EMICO HOLDINGS: Rights Issue Oversubscribed
-------------------------------------------
Reference is made to the Renounceable Two-Call Rights Issue of
22,260,000 new ordinary shares of RM1.00 each (Rights Shares)
together with 11,130,000 free detachable warrants (Warrants) of
which the first call of RM0.45 per Rights Share shall be payable
in cash upon acceptance whilst the second call of RM0.55 per
Rights Share shall be paid from share premium account on the
basis of two (2) Rights Shares together with one (1) Warrant for
every two (2) existing ordinary shares of RM1.00 each held in
Emico (Rights Issue).

On behalf of Emico Holdings Berhad, Affin Merchant Bank Berhad
(Affin Merchant) is pleased to announce that at the close of
acceptance and payment of the Rights Issue at 5:00 p.m. on 14
November 2003, a total of 15,233,214 acceptances and 13,198,610
excess applications, for an aggregate of 28,431,824 subscription
for the Rights Shares has been received, equivalent to 127.72%
of the total 22,260,000 Rights Shares offered pursuant to the
Rights Issue. Accordingly, 6,171,824 Rights Shares or 27.72% has
oversubscribed the Rights Issue.

BACKGROUND

The Emico is an OEM manufacturer of plastic and wooden products
for IKEA stores worldwide. The Group also manufactures trophies,
gifts, emblems and souvenir items for the domestic and export
market, and manufactures and maintains lifts and escalators. In
addition, the Group is involved in property development.

The Group's factories are located in the Bayan Lepas Industrial
Estate, Penang. The Company is in the process of undertaking a
restructuring scheme


FABER GROUP: Bondholders' Meeting Set on Dec 15
-----------------------------------------------
Aseambankers Malaysia Bhd, on behalf of Faber Group Bhd, wishes
to announce the meeting of the holders of All Series of Zero
Coupon Redeemable Convertible Secured Bonds Due 2005
(RCSB) (Bondholders) will be held at Faber Training Centre, Lot
110 and Lot 111, Menara 2, Faber Towers, Jalan Desa Bahagia,
Taman Desa, Off Jalan Klang Lama, 58100 Kuala Lumpur on 15
December 2003 at 10:00 a.m. or at any adjournment thereof, for
the purpose of considering and if thought fit, passing, the
following resolution which is required to be passed with the
unanimous approval of the Bondholders present and voting at the
meeting.

To see Notice of the Meeting, go to
http://bankrupt.com/misc/Faber1124.doc.


GADANG HOLDINGS: FIC OKs Proposed Acquisitions, Debt Settlement
---------------------------------------------------------------
Reference is made to the announcement dated 4 July 2003 in
relation to the Proposed Acquisitions and Debt Settlement,
comprising:

   (1) Proposed Project Land Acquisition
   (2) Proposed Industrial Lands Acquisition
   (3) Proposed Factory Lands Acquisition

Gadang Holdings Berhad is pleased to announce that the Foreign
Investment Committee (FIC), via its letter dated 14 November
2003 (received on 20 November 2003) approved the Proposed
Acquisitions and Debt Settlement.


KL CITY: Proposed Disposal Receives Offer From AMBB
---------------------------------------------------
Further to the announcement made by Kuala Lumpur City
Corporation Berhad on 22 July 2003 in relation to the Proposed
Disposal of the entire equity interest in Kuala Lumpur City
Securities Sdn Bhd and other subsidiaries related to
stockbroking business to Alliance Merchant Bank Berhad, the
Board of Directors of KLCCB is pleased to announce that KLCCB
had on 17 November 2003 accepted an indicative offer from
Alliance Merchant Bank Berhad (AMBB). The offer is for the
proposed disposal of its entire equity interest in Kuala Lumpur
City Securities Sdn Bhd (including its subsidiaries, KLCS Asset
Management Sdn Bhd, Kuala Lumpur City Nominees (Tempatan) Sdn
Bhd, Kuala Lumpur City Nominees (Asing) Sdn Bhd and KLCity Unit
Trust Berhad), KLCity Research Sdn Bhd, KLCity Ventures Sdn Bhd
and KL City Asset Management (L) Limited and KLCS Futures Sdn
Bhd to AMBB (Proposed Disposal).

The negotiations on the terms of the Sale and Purchase Agreement
(SPA) are ongoing and it is subject to the approval by the
relevant authorities before the parties hereto can enter into a
definitive SPA in connection to the Proposed Disposal, following
which, a more detailed announcement will be made.

Encik Mohd Nasir bin Ali is a Director of KLCCB and Malaysian
Plantations Berhad (MPlant), which owns AMBB, and Puan Lutfiah
binti Ismail is a Director of KLCCB and AMBB and a major
shareholder of MPlant. Accordingly, they have and will continue
to abstain from deliberating on the Proposed Disposal. As the
Proposed Disposal is deemed a related party transaction pursuant
to the Listing Requirements of Kuala Lumpur Stock Exchange,
KLCCB will appoint an Independent Adviser to advise the minority
shareholders of KLCCB in relation to the Proposed Disposal. Save
as disclosed above, none of the directors and/or major
shareholders of KLCCB or any persons connected to them have any
interest, direct or indirect in the Proposed Disposal.


KSU HOLDINGS: Posts Receiver, Manager Appointment Clarification
---------------------------------------------------------------
Further announcement in relation to the appointment of Receiver
and Manager pursuant to the High Court of Malaya at Kuala Lumpur
Suit No: D2-22-1592-03.

KSU Holdings Berhad announced that a consent order was entered
by the High Court of Malaya at Kuala Lumpur on 18 November 2003
continuing the ad interim order granted on 6 November 2003 until
11 December 2003 appointing Mr Rabindra Singh a/l Kaher Singh
with the limited powers as set out in the order dated 6 November
2003. For clarification, the statutory powers of Mr Rabindra
Singh a/l Kaher Singh as a court appointed Receiver and Manager
as set out in the order dated 6 November 2003 are as follows:

1. the power to collect the debts of the Company and other
monies of the Company;

2. the power to bring or defend any action or other legal
proceeding in the name and on behalf of the Company;

3. the power to inspect all books, accounts, registers,
documents and papers of the Company wherever they may be kept
and whoever they may be kept by;

4. the power to inspect the audit files of the auditors of the
Company;

5. to do all acts and execute in the name and on behalf of the
company all deeds, receipts and other documents and for that
purpose use when necessary the Company's seal;

6. the power to appoint counsel and other professionals if
necessary for the discharge of the duties of the Receiver and
Manager;

7. the power to do all that is necessary to run the operations
and business of the Company but not to incur new liabilities for
the Company and its subsidiary exceeding Ringgit Malaysia Thirty
Thousand (RM30,000.00);

8. the power to do all that is necessary to preserve the assets
of the Company; and

9. the power to seek the directions of the Court, and where
necessary to seek an extension of powers from the Court.


L&M CORPORATION: ICULS Trust Deed Executed
------------------------------------------
The Special Administrators of L & M Corporation (M) Bhd, namely
Mr. Gan Ah Tee, Mr. Ooi Woon Chee and Encik Mohamed Raslan bin
Abdul Rahman of KPMG Corporate Services Sdn Bhd, wish to
announce that the KLSE, via its letter dated 18 November 2003,
approved in principle:

   (i) the admission to the Official List and the listing of and
quotation for the entire issued and paid-up share capital of
ITSB comprising 90,616,044 ordinary shares of RM0.50 each on the
Second Board of KLSE;

   (ii) the admission to the Official List and the listing of
and quotation for RM36,100,000 nominal amount of ICULS on the
Second Board of KLSE; and

   (iii) the listing of and quotation for 36,100,000 new ITSB
Shares to be issued pursuant to the conversion of the ICULS.

The Special Administrators of L&M further wish to announce that
the Trust Deed governing the ICULS and the Put and Call Option
agreement in relation to the ICULS were executed on 19 November
2003.


MANGIUM INDUSTRIES: Discloses Oct Production Figure
---------------------------------------------------
The Board of Directors of Mangium Industries Bhd. (formerly
known as Serisar Industries Bhd.) and Subsidiaries (the Group)
announced the following monthly production figure for the month
of October 2003 in compliance with Paragraph 9.29 of Chapter 9
of the Kuala Lumpur Stock Exchange Listing Requirements:

                                    M3
Kilang Papan Dasatu Sdn. Bhd.

1. Production of sawn timber          381.39

2. Production of finger joint timber   85.03
                                     --------
                                      466.42

Serisar Forest Plantation & Products Sdn. Bhd.

1. Production of logs                6,682.73
                                     --------
Total                                7,149.15
                                     --------

Last month, the Troubled Company Reporter - Asia Pacific
reported that Mangium Industries said that its wholly owned
subsidiary, Kilang Papan Dasatu Sdn Bhd (KPD) has not paid, and
is deemed to have defaulted in its repayments on facilities
granted by Standard Chartered Bank Malaysia Berhad and Southern
Bank Berhad, which are unsecured. The details of the facilities
currently in default can be found at
http://bankrupt.com/misc/TCRAP_Mangium1002.doc.


MEDAS CORPORATION: Unveils Proposed Restructuring Scheme
--------------------------------------------------------
On 10 September 2003, Avenue Securities Sdn Bhd (Avenue) on
behalf of Medas announced that Medas had on even date entered
into a conditional restructuring agreement (Restructuring
Agreement) with:

(a) Datuk Abu Bakar Bin Lajim (DAB); and

(b) Teo Ah Tee @ Teo Chuan How, Teo Ah Bah @ Teo Chuang Kwee,
Teo Choon Kiat @ Teo Chuan Kit (collectively the "Emerald
Principal Shareholders") wherein Medas, DAB and the Emerald
Principal Shareholders have agreed to undertake a restructuring
scheme with the intention of restoring Medas onto a stronger
financial footing via the injection of new viable businesses.

Avenue on behalf of Medas wishes to announce that the Company
had on 19 November 2003 entered into a supplemental
restructuring agreement (Supplemental Agreement) with DAB and
the Emerald Principal Shareholders to supplement and vary
certain terms and conditions of the Restructuring Agreement.

Pursuant thereto, the proposed restructuring scheme to be
undertaken shall entail the following:

(i) Proposed capital reconstruction of Medas involving the:

   (a) proposed cancellation of the entire issued and paid-up
share capital of Medas of RM14,000,000 comprising 14,000,000
ordinary shares of RM1.00 each in Medas (Medas Shares),
resulting in a credit reserve of RM14,000,000 arising in the
accounts of Medas (Proposed Cancellation);

   (b) in consideration for the Proposed Cancellation, Gromutual
Sdn Bhd (Gromutual or Newco), a company incorporated to serve as
the holding company to facilitate the implementation of the
proposed restructuring scheme, shall allot and issue to the
shareholders of Medas 28,000,000 ordinary shares of RM0.50 each
in Gromutual (Gromutual Shares) at par, credited as fully paid-
up on the basis of two (2) Gromutual Shares for every one (1)
Medas Share held before the Proposed Cancellation; and

   (c) forthwith and contingent upon the Proposed Cancellation,
Medas shall apply an amount of RM14,000,000 out of the credit
reserve arising in paying in full at par 14,000,000 of ordinary
shares of RM1.00 each in its share capital which shall be
allotted and issued, credited as fully paid-up to Gromutual.

(collectively the "Proposed Capital Reconstruction")

(ii) Proposed acquisition by Gromutual of the entire equity
interest in the following companies:

   (a) Idealbase Sdn Bhd (IBSB);
   (b) Wisma Development Sdn Bhd (WDSB);
   (c) Ayer Hitam Land Sdn Bhd (AHL);
   (d) Sakae Corporation Sdn Bhd (SCSB);
   (e) Ayer Hitam Sawmill Company Sdn Bhd (AHS);
   (f) Cheng Yew Heng Manufactory Sdn Berhad (CYH);
   (g) Emerald Park Sdn Bhd (EPSB);
   (h) Simpang Maju Enterprises Sdn Bhd (SME);
   (i) Taman Pahlawan Sdn Bhd (TPSB)

and their subsidiary companies, if any

(collectively the "Emerald Group")

from the existing shareholders of each of the companies under
the Emerald Group (including the Emerald Principal Shareholders)
(Vendors) for an aggregate purchase consideration of
RM181,171,757, to be satisfied by the issuance of 362,343,514
new Gromutual Shares at an issue price of RM0.50 per new
Gromutual Share (Proposed Acquisition).

The Emerald Principal Shareholders have procured an irrevocable
power of attorney from each of the Vendors for inter alia Teo Ah
Bah @ Teo Chuang Kwee to be their attorney for carrying out all
such acts in relation to their respective shareholdings in the
Emerald Group in connection with the Proposed Acquisition and
the proposed restructuring scheme.

In this respect, Gromutual had on 19 November 2003 entered into
definitive share purchase agreements (Acquisition Agreements)
with the Vendors for the Proposed Acquisition;

(iii) Upon completion of the Proposed Acquisition, the Vendors
shall collectively own more than 33% of the resultant enlarged
issued and paid-up share capital of Gromutual. Pursuant to the
Malaysian Code on Take-overs and Mergers, 1998 (Code), the
Vendors would be required to extend a mandatory offer to acquire
the remaining Gromutual Shares not owned by them upon the
completion of the Proposed Acquisition.

In this respect, the Vendors shall apply to the Securities
Commission (SC) for an exemption from having to undertake the
mandatory offer (Proposed Exemption From Mandatory Offer);

(iv) Proposed private placement of Gromutual Shares to be
undertaken by all or certain of the Vendors upon completion of
the Proposed Acquisition in order to meet the public spread
requirements of the Kuala Lumpur Stock Exchange (KLSE) (Proposed
Placement);

(v) Proposed disposal of 100% equity interest in Medas by
Gromutual (after the Proposed Capital Reconstruction) to DAB for
RM3.0 million (Proposed Disposal).

In this respect, Gromutual had on 19 November 2003 entered into
a definitive share purchase agreement (Disposal Agreement) with
DAB for the Proposed Disposal; and

(vi) Proposed transfer of the listing status of Medas on the
Second Board of the KLSE to Gromutual and its subsequent
promotion to the Main Board of the KLSE (Proposed Listing
Transfer).

(collectively the "Proposed Restructuring Scheme")

DETAILS OF THE PROPOSED RESTRUCTURING SCHEME

The detailed terms and conditions of the Proposed Acquisition
and Proposed Disposal have been finalized and incorporated into
the Acquisition Agreements and Disposal Agreement respectively
as follows:

Proposed Capital Reconstruction

Medas proposes to undertake a capital reconstruction exercise,
which entails the following:

   (a) proposed cancellation of the entire issued and paid-up
share capital of Medas of RM14,000,000 comprising 14,000,000
Medas Shares, resulting in a credit reserve of RM14,000,000
arising in the accounts of Medas;

   (b) in consideration for the Proposed Cancellation, Gromutual
shall allot and issue to the shareholders of Medas 28,000,000
Gromutual Shares at par, credited as fully paid-up on the basis
of two (2) Gromutual Shares for every one (1) Medas Share held
before the Proposed Cancellation; and

   (c) forthwith and contingent upon the Proposed Cancellation,
Medas shall apply an amount of RM14,000,000 out of the credit
reserve arising in paying in full at par 14,000,000 of ordinary
shares of RM1.00 each in its share capital which shall be
allotted and issued, credited as fully paid-up to Gromutual.

The Proposed Capital Reconstruction will be effected pursuant to
Section 64 and 176 of the Companies Act, 1965 (the Act).

The 28,000,000 new Gromutual Shares to be issued pursuant to the
Proposed Capital Reconstruction shall rank pari passu in all
respects with the existing Gromutual Shares except that they
will not be entitled to any rights, dividends, allotment and/or
other distributions for which the relevant entitlement date
precedes the relevant issue date of the said shares.

Proposed Acquisition

Details of the Proposed Acquisition

On 19 November 2003, Gromutual entered into the Acquisition
Agreements with the Vendors where Gromutual shall acquire the
entire equity interest in each of the companies under the
Emerald Group from the Vendors (including the Emerald Principal
Shareholders) for an aggregate purchase consideration of
RM181,171,757 (Emerald Purchase Consideration), to be satisfied
by the issuance of 362,343,514 new Gromutual Shares at an issue
price of RM0.50 per new Gromutual Share (Consideration Shares).

Basis of Arriving at the Emerald Purchase Consideration

The aggregate purchase consideration of RM181,171,757 for the
Proposed Acquisition was arrived at on a willing buyer-willing
seller basis after taking into consideration the proforma
audited net tangible assets (NTA) of the Emerald Group as at 31
December 2002 (except in respect for EPSB of which is as at 31
March 2003) of RM68,739,559, and after taking into consideration
the following:

   (a) Revaluation surplus of the Emerald Group's properties of
RM128,723,577. KGV-Lambert Smith Hampton (Johor) Sdn Bhd, an
independent firm of professional valuer had determined the
market value of the Emerald Group's properties to be
RM184,960,000 based on the comparison, residual valuation and
income methods of valuation; and

(b) Deferred taxation arising from the abovesaid revaluation of
the Emerald Group's properties of RM16,291,379.

(hereinafter referred to as "Adjusted NTA")
The breakdown of the Emerald Purchase Consideration and detailed
calculation of the Adjusted NTA is as shown in Table 1.

Basis of Determining the Issue Price

The proposed issue price of the Consideration Shares of RM0.50
each was arrived at after taking into consideration the
following:

   (a) the 5-day weighted average market price of Medas Shares
up to 18 November 2003 of RM1.42 (being the market day preceding
the date of this announcement);

   (b) the audited consolidated NTA of Medas as at 31 March 2003
of RM0.34 per Medas Share;

   (c) the audited consolidated loss after taxation of Medas for
the financial year ended 31 March 2003 of RM1.39 million; and

   (d) the Proposed Restructuring Scheme.

Ranking of the Consideration Shares

All the Consideration Shares to be issued pursuant to the
Proposed Acquisition shall rank pari passu in all respects with
the existing Gromutual Shares except that they will not be
entitled to any rights, dividends, allotment and/or other
distributions for which the relevant entitlement date precedes
the relevant issue date of the Consideration Shares.

Liabilities to be Assumed

Gromutual will not assume any liabilities of the Emerald Group
under the Proposed Acquisition. The Emerald Group in the normal
course of business will settle the existing liabilities of the
Emerald Group.

Original Date and Cost of Investment

The original dates and cost of investment in the Emerald Group
to the Vendors are as shown in Table 2.

Information on the Emerald Group

Since 1985, the Emerald Group has completed 43 property
development projects of residential and mixed development
properties with an aggregate value of RM351.76 million and
totaling 4,175 units located in Johor and Melaka. Some of the
notable completed property development projects are shown in
Table 3.

Information on each company under the Emerald Group are as
follows:

(i) IBSB

IBSB was incorporated in Malaysia as a private limited company
under the Act on 27 January 1994. The authorized share capital
of IBSB is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each of which 565,000 ordinary shares have been issued
and fully paid-up.

IBSB's principal activity consists of general and property
construction whilst the principal activity of its subsidiary
company are as shown in Table 4.

The vendor of IBSB is Syarikat Real Properties Sdn Bhd (SRP).

SRP is a property and investment holding company. Teo Choon Kiat
@ Teo Chuan Kit, Teo Ah Tee @ Teo Chuan How and Teo Ah Bah @ Teo
Chuang Kwee are the substantial shareholders and directors of
SRP. Low Chwee Tian is a director of SRP.

(ii) WDSB

WDSB was incorporated in Malaysia as a private limited company
under the Act on 6 November 1978. The authorized share capital
of WDSB is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each of which the entire 1,000,000 ordinary shares have
been issued and fully paid-up.

The principal activities of WDSB are that of investment holding
and property development whilst the principal activities of its
subsidiary companies are as shown in Table 5.

The vendors of WDSB are as follows:

   (a) SRP;
   (b) Azizah Binti Anang;
   (c) Ng Choo Mean;
   (d) Mohd Tahir Bin Mohd Tap;
   (e) Teo Chiew Peng;
   (f) Choo Chin Yew;
   (g) Teo Ah Moi @ Teo Tiang Tiang; and
   (h) Teo Chiew Luan @ Teo Chiew Ngoh.

(iii) AHL

AHL was incorporated in Malaysia as a private limited company
under the Act on 31 December 1979 under the name of Taman
Bahagia Ayer Hitam Sdn Bhd. It assumed its present name on 1
September 1995. The authorized share capital of AHL is RM500,000
comprising 500,000 ordinary shares of RM1.00 each of which
262,000 ordinary shares have been issued and fully paid-up.

The principal activities of AHL are that of property development
and investment.

The vendor of AHL is T.K. Teo Management Sdn Bhd (TK Teo). The
principal activities of TK Teo consist of insurance agency,
provision of accounting services and investment holdings. Teo
Choon Kiat @ Teo Chuan Kit, Teo Ah Tee @ Teo Chuan How, Low
Chwee Tian and Teo Ah Bah @ Teo Chuang Kwee are substantial
shareholders and directors of TK Teo.

(iv) SCSB

SCSB was incorporated in Malaysia as a private limited company
under the Act on 19 December 1991. The authorized share capital
of SCSB is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each of which 500,000 ordinary shares have been issued
and fully paid-up.

The principal activities of SCSB are property holdings and
development whilst the principal activities of its subsidiary
company are as shown in Table 6.

The vendors of SCSB are as follows:

   (a) Teo Choon Kiat @ Teo Chuan Kit;
   (b) Teo Ah Tee @Teo Chuan How;
   (c)  Teo Ah Bah @ Teo Chuang Kwee;
   (d) Teo Chiew Peng;
   (e) Ong Teng Ser;
   (f) Cha Aku Wai @ Sia Ah Kow; and
   (g) Teo Chiew Luan @ Teo Chiew Ngoh.

(v) AHS

AHS was incorporated in Malaysia as a private limited company
under the Act on 29 February 1960 under the name of Ayer Hitam
Sawmill Company Limited. It assumed its present name on 15 April
1966. The authorized share capital of AHS is RM10,000,000
comprising 10,000,000 ordinary shares of RM1.00 each of which
5,356,800 ordinary shares have been issued and fully paid-up.

The principal activities of AHS are sales of oil palm fruits,
property and investment holding whilst the principal activities
of its subsidiary companies are as shown in Table 7.

The vendors of AHS are as follows:

   (a) Teo Choon Kiat @ Teo Chuan Kit;
   (b) Teo Ah Tee @Teo Chuan How;
   (c) Teo Ah Bah @ Teo Chuang Kwee; and
   (d) Low Chwee Tian.

(vi) CYH

CYH was incorporated in Malaysia as a private limited company
under the Act on 29 December 1964 under the name of Cheng Yew
Heng Manufactory Limited. It assumed its present name on 15
April 1966. The authorized share capital of CYH is RM1,000,000
comprising 10,000 ordinary shares of RM100.00 each of which
8,000 ordinary shares have been issued and fully paid-up.

The principal activities of CYH are property holding and
investments.

The vendors of CYH are as follows:

   (a) TK Teo;
   (b) Teo Choon Kiat @ Teo Chuan Kit;
   (c) Teo Ah Tee @Teo Chuan How;
   (d) Teo Ah Bah @ Teo Chuang Kwee;
   (e) Teoh Chuan Poh; and
   (f) Choo Chin Yew.

(vii) EPSB

EPSB was incorporated in Malaysia as a private limited company
under the Act on 15 October 1985 under the name of Ayer Hitam
Brick Sdn Bhd. It assumed its present name on 3 April 1989. The
authorized share capital of EPSB is RM1,000,000 comprising
1,000,000 ordinary shares of RM1.00 each of which 800,000
ordinary shares have been issued and fully paid-up.

The principal activities of EPSB are property development and
investments and letting of apartments and shop offices, whilst
the principal activity of its subsidiary company are as shown in
Table 8.

The vendors of EPSB are as follows:

   (a) SRP;
   (b) Tan Hon Kiat @ Tan Hoon Siong;
   (c) Teo Ah Moi @ Teo Tiang Tiang;
   (d) Tai Kam Kuan; and
   (e) Tai Ah Kau @ Tai Kian Cheong

(viii) SME

SME was incorporated in Malaysia as a private limited company
under the Act on 4 October 1978. The authorized share capital of
SME is RM500,000 comprising 500,000 ordinary shares of RM1.00
each of which 250,000 ordinary shares have been issued and fully
paid-up.

The principal activity of SME is property development.
The vendor of SME is SRP.

(ix) TPSB

TPSB was incorporated in Malaysia as a private limited company
under the Act on 14 November 1980. The authorized share capital
of TPSB is RM500,000 comprising 500,000 ordinary shares of
RM1.00 each of which 250,000 ordinary shares have been issued
and fully paid-up.

The principal activity of TPSB is property development.
The vendor of TPSB is SRP.

The Emerald Group has available land banks totaling
approximately 630.89 acres and lands together with buildings
erected thereon totaling approximately 22.75 acres, with a total
market value of RM184.96 million based on the indicative
valuation carried out by KGV-Lambert Smith Hampton (Johor) Sdn
Bhd based on the comparison, residual valuation and income
methods of valuation. Details of the land banks are shown in
Table 9.

Currently, the Emerald Group has 26 on-going property
development projects, 20 of which are on joint-venture basis,
located in Johor and Melaka. The details of the property
development projects and joint-venture property development
projects are shown in Table 10 and Table 11 respectively.
The Emerald Group has certain properties consisting of buildings
which are rented out and earns an average annual rental income
of about RM5.73 million per annum. Details of the lettable
properties are shown in Table 12.

The proforma audited consolidated financial records of the
Emerald Group for the past five (5) financial years ended 31
December 2002 (except for EPSB of which is as at 31 March 2003)
are as shown in Table 13.

Proposed Exemption From Mandatory Offer

Upon completion of the Proposed Acquisition, the Vendors shall
collectively own more than 33% of the resultant enlarged issued
and paid-up share capital of Gromutual. In accordance with
Paragraph 6(1)(a) of Part II of the Code, the Vendors are
obliged to undertake an unconditional mandatory offer for all
the remaining Gromutual Shares not already held by them.

In such an event, an application will be made to the SC to
exempt the obligations of the Vendors pursuant to the relevant
provisions of the Code.

Proposed Placement

Upon completion of the Proposed Acquisition, certain of the
Vendors shall undertake a private placement of new Gromutual
Shares to investors to be identified in order to meet the public
spread requirement of the Listing Requirements of KLSE. The
terms of the Proposed Placement have not been finalized. The
details of the Proposed Placement will be announced once it has
been finalized.

Proposed Disposal

Details of the Proposed Disposal

On 19 November 2003, Gromutual entered into the Disposal
Agreement with DAB, in which Gromutual proposes to dispose its
100% equity interest in Medas for cash (after the Proposed
Capital Reconstruction) to DAB for RM3.0 million (Medas Purchase
Consideration).

The NTA and net assets of Medas and its subsidiary companies
(Medas Group) based on Medas's audited accounts as at 31 March
2003 is RM4,814,101 and RM4,995,170 respectively. Gromutual's
original cost of investment in Medas, pursuant to the Proposed
Capital Reconstruction is RM14,000,000. The Proposed Disposal
will result a loss of RM1.995 million, which will be written-off
upon completion of the Proposed Disposal.

Gromutual will not assume any additional liabilities pursuant to
the Proposed Disposal. In addition DAB has indemnified the
directors of Gromutual and Gromutual against all sums payable by
any of the directors of Gromutual and/or Gromutual or any cost,
loss or damage the directors of Gromutual and/or Gromutual may
sustain arising from any claim from any person in relation to
the business and/or operations of the Medas Group or the acts or
omission of the directors, management and/or employees of the
Medas Group from the period commencing the date of the Disposal
Agreement to the date the Proposed Disposal is completed.

Basis of arriving at the Medas Purchase Consideration

The Medas Purchase Consideration of RM3.0 million has been
arrived at on a willing buyer-willing seller basis with no
warranties or representations given by Gromutual in respect of
the affairs, financial position or the business viability of the
Medas Group and after taking into consideration the market value
of Medas Group of approximately RM3.0 million based on an
independent valuation carried out by Anuarul Azizan Chew
Consulting Sdn Bhd.

Utilization of Medas Purchase Consideration

The proceeds from the Proposed Disposal amounting to RM3.0
million shall be utilized as working capital for the Gromutual
Group.

Proposed Listing Transfer

It is proposed that the entire issued and paid-up capital of
Medas be delisted from the Official List of the Second Board of
the KLSE and that Gromutual be admitted to the Official List of
the Second Board of the KLSE with the listing of the entire
enlarged issued and paid-up share capital after the Proposed
Restructuring Scheme. Thereafter, Gromutual will seek a transfer
to the Official List of the Main Board of the KLSE.

INFORMATION ON MEDAS AND GROMUTUAL

Information on Medas

Medas was incorporated on 4 May 1994 as a public limited company
under the Act. Medas was listed on the Second Board of the KLSE
on 30 November 1995. The principal activity of Medas is
investment holding whilst the principal activities of its
subsidiary companies are in the provision of security services,
cash handling management, sales and maintenance of security and
alarm systems.

Information on Gromutual

Gromutual was incorporated on 14 August 2003 in Malaysia under
the Act as a private limited company and has an authorized share
capital of RM100,000 comprising 200,000 ordinary shares of
RM0.50 each. The issued and paid-up share capital of Gromutual
is RM2 comprising 4 ordinary shares of RM0.50 each. The
principal activity of Gromutual is investment holding.

SALIENT TERMS OF THE RESTRUCTURING AGREEMENT

The salient terms of the Restructuring Agreement include,
amongst others the following:

(i) The Proposed Restructuring Scheme is conditional upon the
following condition precedents being obtained within one (1)
year from the date of the Restructuring Agreement or by such
later date(s) as may be mutually agreed upon in writing (Cut-off
Date):

   (a) the approval of the following authorities (Authorities):

     ú the SC, for the Proposed Restructuring Scheme;
     ú the Foreign Investment Committee (FIC), for the Proposed
Capital Reconstruction, Proposed Acquisition, Proposed Placement
and Proposed Disposal;
     ú the KLSE, for the delisting of Medas and the listing of
and quotation for the new Gromutual Shares to be issued and
allotted, pursuant to the Proposed Restructuring Scheme; and
     ú any other relevant authorities;

   (b) the approval of the creditors of Medas (if required);
   (c) the approval of the shareholders of Medas (if required);

   (d) sanction and confirmation of the High Court of Malaya for
the Proposed Capital Reconstruction;

   (e) the due execution and delivery of all agreements,
documents and instruments necessary to document and effect the
Proposed Restructuring Scheme including but without limitation
to the following:

     ú the entry into, execution and delivery of the definitive
agreement(s) by Gromutual and the Vendors in respect of the
Proposed Acquisition; and

     ú the entry into, execution and delivery of the definitive
agreement(s) by Gromutual and DAB (or his nominees), in respect
of the Proposed Disposal;

   (f) satisfactory due diligence results on the Emerald Group;
and

   (g) satisfactory due diligence results on Medas with regards
to prohibition or restriction in respect of the implementation
of the Proposed Disposal and Proposed Listing Transfer.

(ii) In the event the conditions precedent referred to in clause
(i) above are not obtained by the Cut-off Date, the
Restructuring Agreement shall be deemed to be terminated and
thereafter shall become null and void.

(iii) In the event the condition(s) of the Authorities' approval
is not acceptable to any party, the parties concerned may within
30 days from the receipt of the conditional approval, either
make an appeal against the said condition(s) or reject the said
condition(s). In default of any election by the parties to
appeal or reject the said condition(s), all parties shall be
deemed to have accepted the condition(s).

(iv) Medas, DAB and the Emerald Principal Shareholders agree
that in the event:

   (a) the Emerald Purchase Consideration is varied by more than
5% by the SC; or

   (b) the Medas Purchase Consideration is varied by more than
5% by the SC, the parties shall be allowed to renegotiate the
terms and conditions of the Restructuring Agreement and mutually
agree on a new consideration in respect of the Proposed
Acquisition and Proposed Disposal. In the event the parties are
not able to agree on the new consideration within 14 days from
the date of notification of the SC's decision, either party may
terminate the Restructuring Agreement by giving 14 days notice
in writing to the other party.

   (v) Medas shall be at liberty to conduct a legal and
financial due diligence on Emerald Group (Emerald Due Diligence)
for the purposes of the Proposed Acquisition and the submissions
to be made to the Authorities for approval. The Emerald Due
Diligence shall commence on the business day immediately
following the date of the Restructuring Agreement and shall be
completed within a period of 21 days from the date on which all
information and documents first requested by Medas' advisers
have been furnished by the Emerald Group to the said advisers or
prior to the execution of the definitive agreements by Gromutual
and the Vendors in respect of the Proposed Acquisition,
whichever is earlier.

   (vi) The Emerald Principal Shareholders (together with the
Vendors) shall be at liberty to conduct a legal due diligence on
the Medas Group (Medas Due Diligence) for the purposes of
ensuring that there are no prohibitions or restrictions in
respect of the implementation of the Proposed Disposal and
Proposed Listing Transfer. The Medas Due Diligence shall
commence on the business day immediately following the date of
the Restructuring Agreement and shall be completed within a
period of 21 days from the date on which all information and
documents first requested by the advisers for the Emerald
Principal Shareholders have been furnished by Medas to the said
advisers or prior to the execution of the definitive agreements
by Gromutual and the Vendors in respect of the Proposed
Acquisition, whichever is earlier.

SALIENT TERMS OF THE SUPPLEMENTAL AGREEMENT

The salient amendments and modifications to the Restructuring
Agreement as provided by the Supplemental Agreement as follows:

(i) The relevant clauses of the Restructuring Agreement are
amended to provide for:

   (a) Gromutual and the Vendors to complete the Proposed
Acquisition in accordance with the Acquisition Agreements on the
date falling on the same day as the date the Record of
Depositors of Medas shall be closed to determine the
shareholders of Medas whose shareholdings will be subject to the
Proposed Capital Reconstruction (Book Closure Date), after the
fulfillment of the conditions precedent of the Restructuring
Agreement as indicated in Section 4 (i) above, have been duly
fulfilled.

   (b) Within 2 Business Days from the allotment and issuance of
the 14,000,000 ordinary shares of RM1.00 each in Medas, credited
as fully paid up to Gromutual or such other date(s) as Gromutual
and DAB may mutually agree in writing, Gromutual and DAB shall
complete the Proposed Disposal in accordance with the Disposal
Agreement.

(ii) Amendment is made to the relevant clauses of the
Restructuring Agreement for the Gromutual shares of par value of
RM0.50 each instead of RM1.00 each. 28,000,000 instead of
14,000,000 Gromutual Shares will be issued as consideration for
the Proposed Cancellation.

(iii) The approval of the SC for the Proposed Restructuring
Scheme, being one of the conditions precedent for the Proposed
Restructuring Scheme (as indicated in Section 4.1(i) (a) above)
shall include an additional condition of waiver by the SC of the
Bumiputera equity condition imposed by the SC on Medas pursuant
to the SC's letter dated 28 August 1995.

(iv) The Emerald Purchase Consideration is varied to the sum of
RM181,171,757.

(v) The Medas Purchase Consideration is agreed at the sum of
RM3,000,000.

(vi) DAB shall indemnify the directors of Gromutual and
Gromutual against all sums payable by any of the directors of
Gromutual and/or Gromutual or any cost, loss or damage the
directors of Gromutual and/or Gromutual may sustain arising from
any claim from any person in relation to the business and/or
operations of the Medas Group or the acts or omission of the
directors, management and/or employees of the Medas Group from
the period commencing the date of the Disposal Agreement to the
date the Proposed Disposal is completed.

SALIENT TERMS OF THE SHARE PURCHASE AGREEMENTS

The salient terms of the Acquisition Agreements include, amongst
others the following:

(i) Subject to the terms and conditions of the Acquisition
Agreements, the Vendors, hereby agree to sell and transfer to
Gromutual and Gromutual hereby agrees to purchase the ordinary
shares, representing the entire equity interest in each of the
companies within the Emerald Group (Sale Shares) for their
respective purchase considerations (Purchase Consideration), as
shown in Table 1 free from all encumbrances together with all
rights attached thereto including all dividends and
distributions declared paid or made in respect thereof on or
after the date of these Acquisition Agreements.

(ii) The Proposed Acquisition shall be conditional upon the
conditions precedent referred to in Clause 4.1 (a) to (e) of the
Restructuring Agreement as stated in Section 4 (i) (a) to (e)
above fulfilled being fulfilled on or before Cut-off Date or
such later date the Vendors and Gromutual may mutually agree.

(iii) If the conditions precedent referred to in (ii) above have
not been fulfilled for any reason whatsoever by the Cut-off
Date, these Acquisition Agreements shall be deemed to be
terminated and shall be null and void.

(iv) In the event the condition(s) of the Authorities' approval
is not acceptable to any party, the parties concerned may within
30 days from the receipt of the conditional approval, either
make an appeal against the said condition(s) or reject the said
condition(s). In default of any election by the parties to
appeal or reject the said condition(s), all parties shall be
deemed to have accepted the condition(s).

(v) Gromutual and the Vendors agree that the respective Purchase
Consideration shall be adjusted accordingly to reflect the
purchase consideration as may be approved by the SC ("Approved
Purchase Consideration") provided always that the Emerald
Purchase Consideration as approved by the SC shall not in any
event be varied by more than five percent (5%) from the Emerald
Purchase Consideration. Should the Emerald Purchase
Consideration as approved by the SC be varied by more than five
per cent (5%), Gromutual and the Vendors shall be allowed to
renegotiate the terms and conditions of these Acquisition
Agreements and mutually agree on a new purchase consideration.
In the event that Gromutual and the Vendors are unable to agree
on a new purchase consideration within fourteen (14) days from
the date of the notification of the SC, either party may
terminate these Acquisition Agreements by giving fourteen (14)
days notice in writing to the other party.
(vi) Completion of the Proposed Acquisition shall take place on
Book Closure Date after the conditions precedent set out in
Clause (ii) above have been duly fulfilled or on such other
date(s) as the parties hereto may mutually agree in writing (the
Completion Date).

The salient terms of the Disposal Agreement include, amongst
others, the following:

   (i) Gromutual hereby agrees to sell and transfer to DAB and
DAB hereby agrees to purchase the Medas Shares for the Medas
Purchase Consideration free from all encumbrances together with
all rights attached thereto on the Book Closure Date.

   (ii) The Medas Purchase Consideration shall be RM3.0 million.
Gromutual and DAB agree that the Medas Purchase Consideration
shall be adjusted accordingly to reflect the purchase
consideration as may be approved by the SC if the adjustment by
SC causes the Medas Purchase Consideration to fall below RM3.0
million. If the adjustment by SC causes the Medas Purchase
Consideration to increase to above RM3.0 million, Gromutual and
DAB shall mutually agree on a new purchase consideration within
seven (7) days from the date of the notification of the SC. If
no agreement can be reached by then, either party may terminate
the Disposal Agreement by giving seven (7) days notice in
writing to the other party.

   (iii) The Medas Purchase Consideration was arrived at on a
willing buyer-willing seller basis with no warranties or
representations given by Gromutual in respect of the affairs,
financial position or the business viability of the Medas Group.

   (iv) The Proposed Disposal shall be conditional upon the
following conditions precedent being fulfilled on or before the
Cut-Off Date:

     (a) When all the conditions precedent referred to in Clause
4.1 of the Restructuring Agreement as stated in Section 4 (i)
above, have been fulfilled;

     (b) The sale and purchase agreements for the Proposed
Acquisition being unconditional in accordance with the terms
therein; and

     (c) The implementation and completion of the Proposed
Capital Reconstruction in accordance with the Restructuring
Agreement within the time prescribed therein (including in
particular but without limiting the generality of the foregoing,
the allotment and issuance of the Medas Shares, credited as
fully paid up to Gromutual (Implementation of Medas Scheme).

(v) If:

   (a) the conditions precedent referred to in clause (iii) (a)
above, hereof have not been fulfilled for any reason whatsoever
by the Cut-Off Date (as defined in the Restructuring Agreement);

   (b) the Restructuring Agreement shall be terminated pursuant
to its provisions; or

   (c) the Implementation of the Medas Scheme does not take
place within 30 days from the Book Closure Date,

the Disposal Agreement shall be deemed to be terminated
automatically and shall be null and void, and none of the
parties hereto shall have any claim against the other save in
respect of any antecedent breaches.

(vi) The Medas Purchase Consideration shall be paid to the
solicitors as stakeholder on the Book Closure Date to be
released to Gromutual on completion.

(vii) Unless otherwise agreed by the parties hereto in writing,
completion of the Proposed Disposal shall take place on the date
falling two (2) Business Days from the allotment and issuance of
the Medas Shares, credited as fully paid up to Gromutual
pursuant to the Proposed Capital Reconstruction or on such later
date(s) as the parties hereto may mutually agree in writing (the
Completion Date).

(viii) Gromutual warrants and represents that as at completion
date:

   (a) Gromutual shall be the registered and beneficial owner of
the Medas Shares free from encumbrances;

   (b) From the date falling on the day the Medas Shares are
allotted and issued, credited as fully paid-up to Gromutual and
on through to the Completion Date, Gromutual:

     (aa) shall not pledge, mortgage or encumber howsoever any
of the shares comprised in the Medas Shares; and

     (bb) shall not appoint any directors to the board of any of
the members of the Medas Group or remove any of the existing
directors of the Medas Group.

RATIONALE FOR THE PROPOSED RESTRUCTURING SCHEME

The Medas Group has been recording consecutive losses after
taxation for the past 5 years of approximately RM1.4 million,
RM3.4 million, RM3.2 million, RM4.1 million and RM2.7 million
for the financial years ended 31 March 2003, 2002, 2001, 2000
and 1999 respectively. As a result, Medas' consolidated NTA per
share has deteriorated to RM0.34 as at 31 March 2003. The
Proposed Acquisition will provide Medas a new core business in
the provision of property development, holdings and management,
which will contribute to the future profitability of Medas.
Henceforth, the main objective of the Proposed Restructuring
Scheme is to return Medas to better financial standing and
profitability, thereby benefiting all stakeholders.

10. EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME

Share Capital

The effects of the Proposed Restructuring Scheme on the issued
and paid-up share capital of Medas and Gromutual are shown in
Table 14.

NTA

Based on the audited accounts of the Medas Group as at 31 March
2003, the proforma effects of the Proposed Restructuring Scheme
on the NTA of the Gromutual Group are shown in Table 15.

Earnings

The Proposed Restructuring Scheme is expected to contribute
positively to the future earnings and put Medas back onto
stronger financial footing via the Gromutual Group.

CONDITIONS OF THE PROPOSED RESTRUCTURING SCHEME

The Proposed Restructuring Scheme is subject to and conditional
upon approvals from, amongst others, the following:

   (a) the SC for the Proposed Restructuring Scheme;

   (b) the SC for a waiver for Medas from having to comply with
a Bumiputera equity of at least fifty one (51) percent at all
times, imposed by the SC, vide its letter dated 28 August 1995,
on Medas pursuant to Medas's listing on the Second Board of the
KLSE;

   (c) the FIC for the Proposed Capital Reconstruction, Proposed
Acquisition, Proposed Placement and Proposed Disposal;

   (d) the KLSE, for the admission to the Official List and the
listing of and quotation for the entire enlarged issued and
paid-up share capital of Gromutual on the Main Board of the KLSE
and the delisting of Medas;

   (e) the creditors of Medas (if required);

   (f) the shareholders of Medas (if required);

   (g) the sanction of the High Court of Malaya for the Proposed
Capital Reconstruction; and

   (h) other relevant authorities.

The Proposed Capital Reconstruction, the Proposed Acquisition,
the Proposed Exemption From Mandatory Offer, the Proposed
Placement, the Proposed Disposal and the Proposed Listing
Transfer are inter-conditional upon one another.

Tables 1 to 15 can be found at http://bankrupt.com/misc/Tables1-
8,13-15.doc and http://bankrupt.com/misc/Tables9-12.xls.


MOL.COM BERHAD: Proposes Articles of Association Amendment
----------------------------------------------------------
The Board of Directors of Mol.Com Berhad wishes to announce that
the Company has proposed to amend its Articles of Association to
allow the Directors' meetings via telephone conferencing and/or
video conferencing or any other interactive means of audio-
visual communications.

The shareholders' approval on the Proposed Amendment will be
sought under the Special Business at the Company's forthcoming
21st Annual General Meeting (AGM) to be held at Dewan Berjaya,
Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off
Jalan Damansara, 60000 Kuala Lumpur on Monday, 15 December 2003.

The details of the Proposed Amendment will be dispatched
together with the Notice of AGM.


OCEAN CAPITAL: Discloses Proposed CRE Revisions
-----------------------------------------------
Further to the various announcements made between 22 April and 3
September 2003, Hwang-DBS Securities Berhad (Hwang-DBS), on
behalf of the Board of Directors of Ocean Capital Berhad
(Board), wishes to announce revisions to the Proposed Corporate
Restructuring Exercise (Proposed CRE) as announced on 22 April
2003 (Original Announcement) involving the following:

   (a) Revised Proposed Divestment;
   (b) Revised Proposed Warrants Exchange; and
   (c) Revised Proposed Offer for Sale.

Further, the Board proposes to undertake private placement of up
to 30,000,000 new ordinary shares of RM1.00 each in Premium Acme
Sdn Bhd (PASB) to certain placees to be identified at a later
date to be determined (Proposed Private Placement). The Proposed
Private Placement is to be implemented within one (1) year after
the completion of the Proposed CRE.

The Revised Proposed Divestment, Revised Proposed Warrants
Exchange, Revised Proposed Offer for Sale and Proposed Private
Placement are collectively referred to as "Proposed Revisions".

The Proposed Revisions are necessary after taking into
consideration the latest development and financial position of
Ocean and its group of companies ("Ocean Group or the Group").

In conjunction thereto, Ocean, PASB and Tat Seng Fatt Holding
Sdn Bhd (TSF) had, on 19 November 2003, entered in a
supplemental restructuring agreement (Supplemental RA) to give
effect to the Proposed Revisions.

Saved as mentioned above, other aspects of the Original
Announcement remain unchanged. With the Proposed Revisions, the
Proposed CRE now entails the following:

   (a) Proposed Capital Reconstruction;
   (b) Revised Proposed Warrant Exchange;
   (c) Proposed Acquisition;
   (d) Revised Proposed Divestment;
   (e) Proposed Rights Issue;
   (f)  Revised Proposed Offer for Sale;
   (g) Proposed Listing Transfer; and
   (h) Proposed Private Placement.

REVISED PROPOSED DIVESTMENT

On 22 April 2003, it was announced that Ocean proposes to
streamline and rationalize its operations and concentrate on its
supermarket and departmental store business through various
divestment programmers to be proposed.

Pursuant thereto, Ocean had, on 19 November 2003, entered into a
conditional sale and purchase agreement with Industri Metropal
Sdn Bhd (IMSB) (Conditional SPA) for the proposed divestment of
the entire equity interest in all its eighteen (18) subsidiaries
for a cash consideration of RM1.00 (Revised Proposed
Divestment).

There are no liabilities of Ocean to be assumed by IMSB as a
consequence of the Revised Proposed Divestment except for the
corporate guarantees of the Retail Subsidiaries, which will be
crystallized, and Ocean will then assume these liabilities.

The Revised Proposed Divestment will have no impact on the terms
of the Lease Agreements entered into between PHK and the twelve
(12) subsidiaries of Ocean on 21 April 2003 (announced on 22
April 2003) (Retailing Subsidiaries).

The salient terms of the Lease Agreements are as follows:

   ú PHK to lease the respective Retailing Subsidiaries' assets
located at the premises of the Retailing Subsidiaries for a
period of twelve (12) months commencing from a date to be
mutually agreed and PHK to use the respective premises for such
period of the unexposed term of the tenancy;

   ú The Leases shall continue for a period of twelve (12)
months or until the date the Proposed CRE is approved and
completed, whichever is later, subject always that the
respective tenancy agreements for each premises are current and
valid at all times;

   ú In the event the term of any of the tenancy agreements
expires or is due to expire, then the Retailing Subsidiary
concerned shall use its best endeavor to renew or extend the
period of the tenancy with the respective landlord in the name
of PHK or its nominee, if directed by PHK;

   ú The monthly rental for the Assets Lease is payable monthly
in advance;

   ú The respective Retailing Subsidiaries shall do all that is
required of them to either permit the use of the licenses from
the appropriate authorities that have been obtained for the
conduct of the respective Retailing Subsidiaries' businesses at
the respective premises or endeavor to effect the assignment of
all rights, title and interests in and pursuant to the said
licenses as permitted by regulations/law;

   ú All existing employees of the respective Retailing
Subsidiaries shall remain the sole responsibility of the
Retailing Subsidiaries and the respective Retailing Subsidiaries
shall provide such labor services as may be necessary for the
running of the business at the respective premises provided that
PHK shall reimburse to the respective Retailing Subsidiaries all
staff costs incurred; and

   ú In the event if various items shall have been added to the
said Assets (being the assets which are the subject matter under
the Lease Agreement) and/or PHK shall have caused the value of
the said Assets to have been enhanced, then the Retailing
Subsidiaries shall pay to PHK such value of the additional items
and/or value of the enhancement as at the date of termination of
the Lease Agreements.

The sale consideration was arrived at on a willing buyer-willing
seller basis after taking into consideration, amongst others,
the proforma consolidated net tangible liabilities of the
subsidiaries as at 31 December 2002 of approximately RM51.12
million. The final purchase consideration will be subject to any
variations by the Securities Commission (SC) or any other
relevant authorities.

The date of investment and original cost of investments in the
subsidiaries are set out in Table 1.

Salient Terms and Conditions of the Conditional SPA

The salient terms of the Conditional SPA are as follows:

   (a) The shares representing the entire issued and paid-up
share capital of the subsidiaries shall be sold free from all
liens, charges and encumbrances and with all rights attaching to
them as at the completion of the Conditional SPA for a purchase
consideration of RM1.00;

   (b) The Conditional SPA is subject to:

     (i) A resolution by IMSB's Board authorizing the execution
of the Conditional SPA;

     (ii) A resolution (including (without limitation)), a
special resolution (if necessary) in general meeting of IMSB
being passed on terms and conditions (if any) considered
appropriate by or acceptable to the IMSB Board:

     ú approving the purchase by IMSB of the shares under the
Conditional SPA;

     ú approving the Conditional SPA and the transactions and
matters contemplated by it;

     ú authorizing IMSB's Board to waive or grant indulgence or
require or agree to changes to terms and/or conditions in the
Conditional SPA and/or any other transactions or matters
contemplated by the Conditional SPA as the IMSB's Board may
consider appropriate and in this connection to authorize the
entry by IMSB into any agreements and/or other documents and to
do anything else as the IMSB's Board may consider necessary or
expedient in relation to or to give effect to such waiver,
indulgence or changes as well as to do anything else which the
IMSB's Board may consider necessary or expedient in relation to
the Conditional SPA or any matter or transaction contemplated by
it;

   (iii) A resolution by Ocean's Board authorizing the execution
of the Conditional SPA;

   (iv) A resolution (including (without limitation)), a special
resolution (if necessary) in general meeting of Ocean being
passed on terms and conditions (if any) considered appropriate
by or acceptable to the Ocean Board:

     ú approving the sale by Ocean of the shares under
Conditional SPA;

     ú approving the Conditional SPA and the transactions and
matters contemplated by it;

     ú authorizing Ocean's Board to waive or grant indulgence or
require or agree to changes to terms and/or conditions in the
Conditional SPA and/or any other transactions or matters
contemplated by the Conditional SPA as the Ocean's Board may
consider appropriate and in this connection to authorize the
entry by Ocean into any agreements and/or other documents and to
do anything else as the IMSB's Board may consider necessary or
expedient in relation to or to give effect to such waiver,
indulgence or changes as well as to do anything else which the
IMSB's Board may consider necessary or expedient in relation to
the Conditional SPA or any matter or transaction contemplated by
it;

   (v) All conditions precedent as set out in the restructuring
agreement dated 21 April 2003 entered into between Ocean, PASB
and TSF (Restructuring Agreement), provided always that any
permitted waiver of such conditions by the parties to the
Restructuring Agreement shall be deemed to be a waiver by IMSB
of the satisfaction of the said conditions;

   (vi) All conditions precedent as set out in the Supplemental
RA, provided always that any waiver of such conditions by the
parties to the Supplemental RA shall be deemed to be a waiver by
IMSB of the satisfaction of the said condition; and

   (vii) All conditions precedent as set out in the Share Sale
Agreement between PASB and TSF on 22 April 2003 (SSA), provided
always that any permitted waiver of such conditions by the
parties to the SSA shall be deemed to be a waiver by IMSB of the
satisfaction of the said conditions.

Information on IMSB and Subsidiaries to be Divested

IMSB

IMSB was incorporated in Malaysia under the Companies Act, 1965
(Act) on 22 August 2003 as a private limited company. The
authorized share capital of IMSB is RM100,000 comprising 100,000
ordinary shares of RM1.00 each. As at 30 September 2003, the
issued and paid-up share capital of IMSB is RM2 comprising two
(2) ordinary shares of RM1.00 each.

IMSB is an investment holding company. As at the date of this
announcement, it does not have any subsidiaries or associated
companies.

IMSB does not have any financial statements as it was only
incorporated during the year. Information on the Directors and
substantial shareholders of IMSB is set out in Table 2.

Subsidiaries to be Divested

Pasaraya Ocean (Ipoh) Sdn Bhd (POI)

POI was incorporated in Malaysia under the Act on 25 November
1991 as a private limited company. The authorized share capital
of POI is RM4,000,000 comprising 4,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POI is RM2,000,000 comprising 2,000,000
ordinary shares of RM1.00 each.

POI is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POI's net tangible loss (NTL) and loss after taxation
(LAT) were approximately RM3.6 million and RM2.9 million
respectively.

Pasaraya Ocean (J.B.) Sdn Bhd (POJB)

POJB was incorporated in Malaysia under the Act on 1 April 1986
as a private limited company. The authorized share capital of
POJB is RM5,000,000 comprising 5,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POJB is RM2,500,000 comprising 2,500,000
ordinary shares of RM1.00 each.

POJB is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POJB's net tangible assets (NTA) and LAT were
approximately RM2.2 million and RM2.1 million respectively.

Pasaraya Ocean (Kajang) Sdn Bhd (POKJ)

POKJ was incorporated in Malaysia under the Act on 20 August
1991 as a private limited company. The authorized share capital
of POKJ is RM2,000,000 comprising 2,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POKJ is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

POKJ is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POKJ's NTA and LAT were approximately RM1.4 million and
RM0.9 million respectively.

Pasaraya Ocean (Klang Utara) Sdn Bhd (POKU)

POKU was incorporated in Malaysia under the Act on 13 November
1999 as a private limited company. The authorized share capital
of POKU is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POKU is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

POKU is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POKU's NTL and LAT were approximately RM1.3 million and
RM0.9 million respectively.

Pasaraya Ocean (Kuantan) Sdn Bhd (POKT)

POKT was incorporated in Malaysia under the Act on 9 July 1991
as a private limited company. The authorized share capital of
POKT is RM2,000,000 comprising 2,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POKT is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

POKT is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POKT's NTA and LAT were approximately RM6.3 million and
RM0.5 million respectively.

Pasaraya Ocean (Melaka) Sdn Bhd (POM)

POM was incorporated in Malaysia under the Act on 16 December
1996 as a private limited company. The authorized share capital
of POM is RM2,000,000 comprising 2,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POM is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

POM is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POM's NTL and LAT were approximately RM12.9 million and
RM2.5 million respectively.

Pasaraya Ocean (Port Klang) Sdn Bhd (POPK)

POPK was incorporated in Malaysia under the Act on 8 April 1998
as a private limited company. The authorized share capital of
POPK is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POPK is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

POPK is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POPK's NTL and LAT were approximately RM5.7 million and
RM2.1 million respectively.

Pasaraya Ocean (Selayang) Sdn Bhd (POSL)

POSL was incorporated in Malaysia under the Act on 13 November
1999 as a private limited company. The authorized share capital
of POSL is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POSL is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

POSL is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POSL's NTL and LAT were approximately RM1.5 million and
RM1.4 million respectively.

Pasaraya Ocean (Seremban) Sdn Bhd (POSR)

POSR was incorporated in Malaysia under the Act on 20 November
1999 as a private limited company. The authorized share capital
of POSR is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POSR is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

POSR is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POSR's NTL and LAT were approximately RM3.9 million and
RM2.2 million respectively.

Pasaraya Ocean (Permas Jaya) Sdn Bhd (POPJ)

POPJ was incorporated in Malaysia under the Act on 31 October
1997 as a private limited company. The authorized share capital
of POPJ is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of POPJ is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

POPJ is currently dormant. As at the date of this announcement,
it does not have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, POPJ's NTL and PAT were approximately RM3.8 million and
RM2,000 respectively.

Pasaraya Hugo (JB) Sdn Bhd (PHJB)

PHJB was incorporated in Malaysia under the Act on 13 April 1998
as a private limited company. The authorized share capital of
PHJB is RM100,000 comprising 100,000 ordinary shares of RM1.00
each. As at 30 September 2003, the issued and paid-up share
capital of PHJB is RM2 comprising two (2) ordinary shares of
RM1.00 each.

PHJB is currently dormant. As at the date of this announcement,
it does not have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, PHJB's NTL and LAT were approximately RM2.1 million and
RM2,000 respectively.

Pasaraya Hugo (K.B.) Sdn Bhd (PHKB)

PHKB was incorporated in Malaysia under the Act on 11 August
21988 as a private limited company. The authorized share capital
of PHKB is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of PHKB is RM2 comprising two (2) ordinary shares
of RM1.00 each.

PHKB is currently dormant. As at the date of this announcement,
it does not have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, PHKB's NTL and LAT were RM32,709 and RM1,650 respectively.

Pasaraya Hugo (Kajang) Sdn Bhd (PHKJ)

PHKJ was incorporated in Malaysia under the Act on 1 December
1997 as a private limited company. The authorized share capital
of PHKJ is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of PHKJ is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

PHKJ is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, PHKJ's NTL and LAT were approximately RM5.5 million and
RM3.4 million respectively.

Pasaraya Hugo (Kuantan) Sdn Bhd (PHKT)

PHKT was incorporated in Malaysia under the Act on 2 December
1997 as a private limited company. The authorized share capital
of PHKT is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of PHKT is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

PHKT is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, PHKT's NTL and LAT were approximately RM7.7 million and
RM1.7 million respectively.

Samudra Duty Free Sdn Bhd (SDF)

SDF was incorporated in Malaysia under the Act on 16 October
1997 as a private limited company. The authorized share capital
of SDF is RM5,000,000 comprising 5,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of SDF is RM2,000,000 comprising 2,000,000
ordinary shares of RM1.00 each.

SDF is principally involved in supermarket cum departmental
store business. As at the date of this announcement, it does not
have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, SDF's NTL and LAT were approximately RM4.0 million and
RM1.3 million respectively.

Pasaraya Samudra Jaya (Melaka) Sdn Bhd (PSJM)

PSJM was incorporated in Malaysia under the Act on 14 January
1993 as a private limited company. The authorized share capital
of PSJM is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each. As at 30 September 2003, the issued and paid-up
share capital of PSJM is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each.

PSJM is currently inactive. As at the date of this announcement,
it does not have any subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2002, PSJM's NTL and LAT were approximately RM8.6 million and
RM118,000 respectively.

Pristine Gold Sdn Bhd (PG)

PG was incorporated in Malaysia under the Act on 29 November
1994 as a private limited company. The authorized share capital
of PG is RM500,000 comprising 500,000 ordinary shares of RM1.00
each. As at 30 September 2003, the issued and paid-up share
capital of PG is RM222,000 comprising 222,000 ordinary shares of
RM1.00 each.

PG is principally involved in property investment activities. As
at the date of this announcement, it does not have any
subsidiaries or associated companies.

Based on the audited financial statements as at 31 December
2003, PG's NTL and LAT were approximately RM1 million and RM0.7
million respectively.

Precious Collections Sdn Bhd (PC)

PC was incorporated in Malaysia under the Act on 18 July 1996 as
a private limited company. The authorized share capital of PC is
RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each.
As at 30 September 2003, the issued and paid-up share capital of
PC is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00
each.

PC is principally involved in property development and
investment. As at the date of this announcement, PC has a
subsidiary, which is currently dormant.

Based on the audited financial statements as at 31 December
2002, PC's NTA and LAT were approximately RM1.3 million and
RM3.3 million respectively.

Original Cost of Investment

The original date and cost of investment of Ocean in the
subsidiaries are set out in Table 4.

Rationale

The Proposed Divestment is inevitable as it will enable Ocean to
facilitate the regularization of its financial position and thus
restructure its balance sheet.

REVISED PROPOSED WARRANTS EXCHANGE

As per warrants currently outstanding in Ocean (Ocean Warrants)
As per warrants to be issued pursuant to the Proposed Rights
Issue

The Revised Proposed Warrants Exchange entails a scheme of
arrangement between Ocean, its warrantholders and PASB in
accordance with Section 176 of the Act whereby Ocean
warrantholders will exchange their Ocean Warrants for new
warrants in PASB (PASB Warrants). Ocean Warrants will be
cancelled thereon.

The actual number of Ocean Warrants to be exchanged and the new
PASB Warrants to be issued pursuant to the Revised Proposed
Warrants Exchange would be subject to the then existing number
of outstanding Ocean Warrants in issue. As at 30 September 2003,
the total number of Ocean Warrants remaining unexercised was
11,563,094.

The new PASB Warrants to be issued pursuant to the Revised
Proposed Warrants Exchange will be in the same series as the
warrants to be issued pursuant to the Proposed Rights Issue as
announced on 22 April 2003.

The basis of the Revised Proposed Warrants Exchange was arrived
at after taking into consideration the following:

   (i) the out-of-money position of the Ocean Warrants as
reflected by its closing price as at 18 November 2003;

   (ii) the maturity of PASB Warrants in 2008 as compared to the
maturity of the Ocean Warrants in 2005; and

   (iii) the exercise price of the PASB Warrant of RM1.00 for
one (1) new PASB Share as compared to the exercise price of
Ocean Warrants of RM3.10 for one (1) new Ocean Share.

The new PASB Shares to be allotted and issued pursuant to the
exercise of the PASB Warrants will upon allotment and issue rank
pari passu in all respect with the existing PASB Shares except
for any dividend or any rights, allotment or other distributions
declared where the entitlement date for such dividends, rights,
allotment or other distributions of which is prior to the
subscription date.

REVISED PROPOSED OFFER FOR SALE

Potential investors to be determined at a later date and general
public Potential Bumiputera investors and public investors to be
determined at a later date for purposes of complying with NDP
and public spread requirements.

Offer price

To be determined at a later date RM1.00

PROPOSED PRIVATE PLACEMENT

Terms of the Proposed Private Placement

The Proposed Private Placement entails the issuance of up to
30,000,000 new PASB Shares (Placement Shares) within one (1)
year after the completion of the Proposed CRE to placees to be
identified at a later date.

Pricing of the Placement Shares

The proposed placement price will be determined at a date closer
to the date of the implementation of the Proposed Private
Placement. The issue price for each tranche of the Placement
Shares to be issued pursuant to the Proposed Private Placement
shall be determined at the a later date after the approval of
the SC (Price Fixing Date) in the following manner:

   (i) at a discount to be determined by the Board of PASB based
on the five (5)-day weighted average market price of PASB Shares
immediately preceding the Price Fixing Date(s); or

   (ii) the par value of PASB Shares,

whichever is higher.

Ranking of the Placement Shares

The Placement Shares shall, upon allotment and issue, rank pari
passu in all respects with all other shares in PASB to be
issued, save and except that they shall not be entitled to any
dividends, rights, allotments and/or other distributions to be
declared prior to the date of allotment of the Placement Shares.

Proposed Utilization of Proceeds

Based on the indicative issue price of RM1.00 per Placement
Share, PASB is expected to raise total gross proceeds of
RM30,000,000, which will be utilized for working capital
purposes.

Rationale

The Proposed Private Placement is to provide PASB and its group
of companies (PASB Group) with the necessary fresh funds to meet
working capital requirement.

SALIENT TERMS AND CONDITIONS OF THE SUPPLEMENTAL RA

The salient terms and conditions of the Supplemental RA include,
amongst others, are as follows:

a) Revision to terms of Warrants Exchange

The definitions of "Replacement Warrant" and "Warrants Exchange"
in clause 3 (Definitions) of the Restructuring Agreement were
amended and a new definition of "Rights Warrants" was added to
take into account the variation to the Proposed CRE.

b) Private Placement

The issue by way of a private placement of up to 30,000,000 new
PASB Shares after completion of the rights issue referred to in
clause 1.5 of the Supplemental RA to persons, at such time, in
such manner and on such terms as PASB may determine, which
shares are to rank pari passu with all other PASB Shares in
issue, save and except that they shall not be entitled to any
dividends, rights or other distributions declared prior to the
date of allotment of such Placement Shares.

c) Conditions

The following are the conditions, which were added to the
Restructuring Agreement:

   (i) the Conditional SPA has been signed by all parties to it;

   (ii) the conditions precedent to the Conditional SPA being
satisfied in full or otherwise to such extent as is acceptable
to the Company;

   (iii) completion of the sale and purchase under the
Conditional SPA has taken place; and

   (iv) completion of the Revised Proposed Offer for Sale;

   (v) The conditions specified in clause 6.1 (Conditions) of
the Supplemental RA are in addition to, and do not derogate
from, the conditions specified in clause 6.1 (Matters to be
Satisfied) of the Restructuring Agreement.

   (vi) References in the Restructuring Agreement to
"Conditions" are to be construed to include the conditions
specified in clause 6.1 (Conditions) of the Supplemental RA.

d) Termination

An additional clause 10.1.8 which reads 'the Conditional Sale
and Purchase Agreement or any documents to be issued or executed
in relation to is terminated or breached by any party to them.'
was added to clause 10.1 (By Notice) of the Restructuring
Agreement.

e) Confirmation of the Restructuring Agreement
The Restructuring Agreement shall continue in full force except
as modified by the Supplemental Restructuring Agreement and
shall operate as if the provisions of clauses 5 (Variation to
Restructuring Scheme), 6 (Matters to be Satisfied) and 7
(Termination) of the Supplemental Restructuring Agreement were
incorporated in the Restructuring Agreement and the provisions
(including (without limitation), any obligation, conditions,
warranties, representations and undertakings) of the
Restructuring Agreement shall have effect as though the
provisions in clauses 5 (Variation to Restructuring Scheme) and
6 (Matters to be Satisfied) and 7 (Termination) of the
Supplemental Restructuring Agreement had been incorporated in
the Restructuring Agreement with effect from the date of the
Supplemental Restructuring Agreement.

EFFECTS OF THE PROPOSED REVISIONS

Share Capital

The effects of the Proposed CRE on the issued and paid-up share
capital of PASB are shown in Table 3.

Earnings

The Proposed CRE is expected to complete by the end of second
(2nd) quarter of calendar year 2004 and is therefore not
expected to have any material impact on the earnings of
PASB/Ocean for the financial year ending 31 December 2003.
However, it is expected that the successful completion of the
Proposed CRE will enhance the future earnings of PASB Group.

The Proposed Divestment is expected to result in a loss on
disposal of approximately RM7.05 million at Company level and
gain on disposal of approximately RM50.4 million at the Group
level.

Net Tangible Assets (NTA)

The proforma effect of the Proposed CRE on the NTA of Ocean and
PASB based on the audited consolidated balance sheet of Ocean as
at 31 December 2002 and assuming that the Proposed CRE has been
completed on that date is provided in Table 4.

Gearing

The proforma effects of the Proposed Revision taken together
with the Proposed CRE on the gearing of Ocean Group and PASB
Group are shown in Table 5.

Shareholdings Structure

The effects of Proposed Revisions taken together with the
Proposed CRE on the shareholding structure of Ocean/PASB are
shown in Table 6.

Group Structure

The group structure before and after the Proposed CRE (with the
Proposed Revisions) are set out in Table 7.

Tables 1 to 7, can be viewed at
http://bankrupt.com/misc/Ocean1124.doc.

CONDITIONS OF THE PROPOSED REVISIONS

The Proposed Revisions together with the Proposed CRE are
subject to the approval of the following:

   (i) SC;
   (ii) FIC;
   (iii) MITI;
   (iv) High Court pursuant to Sections 60, 64 and 176 of Act;
   (v) warrantholders of Ocean in a Court Convened Meeting;
   (vi) shareholders of Ocean in a Court Convened Meeting and
Extraordinary General Meeting (EGM);
   (vii) shareholders of PASB and TSF in EGMs;
   (viii) KLSE; and
   (ix) any other relevant authorities.

INTER-CONDITIONALITY

As an integral part of the Proposed CRE, it is intended that the
completion of the Proposed Capital Reconstruction, Revised
Proposed Warrants Exchange, Proposed Acquisition, Proposed
Divestment, Proposed Rights Issue and Proposed Listing Transfer
are conditional upon one another.

The Proposed Acquisition and Proposed Restricted Offer for Sale
are conditional upon the Proposed Exemption being granted by the
SC.

The Proposed Private Placement is not conditional upon any other
proposals under the Proposed CRE and vice versa.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

None of the Directors and/or substantial shareholders and/or
persons connected with the Directors and substantial
shareholders of Ocean have any interest, direct or indirect, in
the Proposed CRE and Proposed Private Placement.

DIRECTORS' RECOMMENDATION

The Directors of Ocean are of the view that the successful
implementation of the Proposed CRE, outlined above, is
imperative for the regularization of the financial position of
the Ocean Group and its future viability via PASB. The Board
considers the terms of the Proposed CRE to be fair and equitable
to its shareholders and creditors.

APPLICATION TO THE AUTHORITIES

Submission of the application to the relevant authorities will
be made within three (3) months from the date of this
announcement.

SC'S GUIDELINES ON POLICIES AND GUIDELINES ON ISSUE/OFFER OF
SECURITIES

To the best knowledge and belief of the Board the Proposed CRE
and the Proposed Private Placement have not departed from the
SC's Policies and Guidelines on Issue/Offer of Securities.

DOCUMENTS FOR INSPECTION

The following documents are available for inspection at the
registered office of Ocean at No. 23-C, Jalan Temoh, 41400
Klang, Selangor Darul Ehsan, during normal business hours from
Monday to Friday (except public holidays) for a period of three
(3) months from the date of this announcement:

   (a) the Supplemental RA dated 19 November 2003; and
   (b) the Conditional SPA dated 19 November 2003;


PERNAS INTERNATIONAL: Unit Disposes of Cars to Streamline Assets
----------------------------------------------------------------
Pursuant to Paragraph 10.08 of the Listing Requirements of the
Kuala Lumpur Stock Exchange, the Board of Directors of PERNAS
International Holdings Berhad wishes to announce that PERNAS
Securities Sdn Bhd (PSSB), a wholly-owned subsidiary of the
Company has disposed three (3) company cars, Mercedes Benz E320,
Volvo 940 GLA and Volvo S70 to Tradewinds (M) Bhd (TWS) Group, a
subsidiary of PSSB, for an aggregate cash consideration of
RM240,000.00 (the Disposals).

DETAILS OF THE PARTIES TO THE TRANSACTION

PSSB was incorporated in Malaysia on 20 August 1971 under the
Companies Act, 1965. The principal activities of PSSB are
investment holding and provision of management services.

TWS was incorporated in Malaysia on 19 June 1974 under the
Companies Act, 1965. The principal activities of the TWS Group
are manufacturing, plantation and property development
activities mainly in Malaysia.

PIHB Group holds 53.08% equity interest in TWS mostly through
PSSB.

DETAILS OF THE DISPOSALS

The aggregate consideration for the Disposals amounting to
RM240,000.00 comprise the following:

Make & Model             Disposal Price (RM)
Mercedes Benz E320                130,000.00
Volvo 940 GLA                            30,000.00
Volvo S70                                     80,000.00
                         ---------------
Total                      240,000.00
                         ---------------

The consideration was arrived at on a willing buyer and willing
seller basis and will be satisfied in cash.

The gain from the Disposals is RM173,193.94. The sales proceeds
of RM240,000.00 will be utilized to meet the working capital
requirement.

RATIONALE

The disposal of the company cars is to streamline the use and
ownership of the existing assets of the PIHB Group.

FINANCIAL EFFECTS

The Disposals will not have any material effect on the share
capital and substantial shareholders' shareholdings of PIHB.

The Disposals are also not expected to have any material effect
on the earnings per share and net tangible assets of the PIHB
Group for the financial year ending 31 December 2003.

APPROVALS REQUIRED

The Disposals are not subject to the approval of shareholders or
any government authorities.

INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND CONNECTED PERSONS

Restu Jernih Sdn Bhd (RJSB) directly holds 300,002 ordinary
shares representing 100% equity interest in Perspective Lane (M)
Sdn Bhd (PLMSB), which in turn directly holds 199,301,616
ordinary shares representing 31.99% equity interest in PIHB.
Under Section 122A of the Companies Act, 1965, RJSB is deemed to
be a person connected to Encik Mohamed Jamal bin Dato' Mohd
Ramli (Encik Jamal) as he has direct interest of 700,000
ordinary shares representing 70% equity interest in RJSB. PLMSB
is a person connected to Encik Jamal by virtue of his indirect
shareholding.

By virtue of Encik Jamal's substantial interest in RJSB, the
holding company of PLMSB, which has substantial interest in PIHB
and therefore TWS, TWS is a person connected to Encik Jamal.
Encik Jamal is a director of PIHB and TWS. He does not have any
direct shareholding in TWS. By virtue of the transaction with
TWS, which is a person connected with a director of PIHB namely
Encik Jamal, the Disposals fall within the ambit of Section 132E
of the Companies Act, 1965.

Encik Jamal has abstained from all deliberations by the Board
pertaining to the Disposals.

In addition, Datuk Mohd Khamil bin Jamil (Datuk Khamil) and
Dato' Syed Fahkri Barakbah bin Tun Syed Sheh Barakbah (Dato'
Syed Fahkri) are directors of PIHB and TWS. Neither Datuk Khamil
nor Dato' Syed Fahkri have any shareholding in PIHB or TWS.

Although Section 132E of the Companies Act, 1965 does not
require a director or a person connected with such a director to
abstain from voting, by virtue of them being a common director
of both TWS and PIHB and on their own accord in the interest of
good corporate governance, Datuk Khamil and Dato' Syed Fahkri
have abstained from all deliberations by the Board pertaining to
the Disposals.

Other than the above, none of the directors and substantial
shareholders of PIHB and persons connected with them, have any
interest, direct or indirect, in the Disposals.

DIRECTORS' STATEMENT

The Directors of PIHB, save for Encik Jamal, Datuk Khamil and
Dato' Syed Fahkri, having taken into consideration all relevant
aspects of the Disposals, are of the opinion that the Disposals
are in the best interest of the PIHB Group.


RNC CORPORATION: SC Grants Guidelines Compliance Exemption
----------------------------------------------------------
Pursuant to the announcement dated 18 November 2003 made by OSK
Securities Berhad (OSK) on behalf of the Special Administrators
of RNC Corporation Berhad, OSK is pleased to announce that the
Securities Commission (SC) had vide their letter dated 13
November 2003, approved the following:

   (i) Exemption from compliance with the SC's Policies and
Guidelines on Issue/Offer of Securities (SC Guidelines) in
relation to the fixing of the price of the new ordinary shares
of RM1.00 each (Share) in Aliran Ihsan Resources Berhad (AIRB)
to be issued pursuant to the Proposed Rights Issue, at RM1.00
per Share; and

   (ii) Exemption from compliance with the SC Guidelines in
relation to the distribution of reserves of the companies to be
acquired pursuant to the Proposed Scheme, before the Proposed
Acquisitions are implemented. This is in relation to the
dividend distributions by Equiventures Sdn. Bhd. (ESB) and
Strategi Tegas (M) Sdn. Bhd. (STSB) amounting to RM33,075,000
and RM2,160,000 respectively, and the redemption of cumulative
redeemable preference shares (CPRS) by ESB amounting to
RM11,050,000 for the financial year ended 2002, and the proposed
dividend distribution by Southern Water Corporation Sdn. Bhd.
(SWC) and STSB amounting to RM13,703,040 and RM2,400,000
respectively for the financial year ended 2003.


SATERAS RESOURCES: Court Sets Petition Hearing on Feb 11
--------------------------------------------------------
Further to the announcements made on 20 December 2002, 24
December 2002 and 25 April 2003 in relation to the Hearing of
winding-up petition served against Sateras Resources (Malaysia)
Berhad by AmBank Berhad.

The Board of Directors wishes to announce that, in view of the
order extending the Restraining Order dated 3 November 2003, the
Court has fixed 11 February 2004 as the next hearing date for
the winding-up petition served against the Company by AmBank
Berhad.


SATERAS RESOURCES: Unit's Petition Stay Order Extended
------------------------------------------------------
Further to the announcement made on 4 November 2003 in relation
to the Extension of time pertaining to the Order of Stay of
Winding-up proceedings against Cosmopac Sdn Bhd, a wholly owned
subsidiary of Sateras Resources (Malaysia) Berhad.

The Board of Directors of Sateras Resources wishes to announce
that the stay order granted on 29 July 2003 in favor of Cosmopac
has been extended.


SOUTHERN STEEL: Listing Requirements Compliance Period Extended
---------------------------------------------------------------
The Kuala Lumpur Stock Exchange has on 14 November 2003 granted
an extension of time for the Company to comply with the public
shareholding spread requirement pursuant to paragraph 8.15(1) of
the Listing Requirements.

Current percentage of public spread

The public spread of the Company as at 30 September 2003 is
23.4342%. There is a shortfall of 1.5658%.

Duration of the extension

The Kuala Lumpur Stock Exchange has granted an extension of time
of six (6) months until 13 May 2004 for the Company to comply
with the public shareholding spread requirement.

Steps to be taken to achieve compliance

The major shareholders have agreed to place out their shares by
the extended date.


TA ENTERPRISE: Debt Restructuring Agreement Completed
-----------------------------------------------------
In respect of the Debt Restructuring Agreement and the
Supplemental Debt Restructuring Agreement (SDRA) respectively
signed between TA First Credit Sdn Bhd (TAFC), a wholly owned
subsidiary of the TA Enterprise Berhad and Idris Hydraulic
(Malaysia) Berhad Idris, Idaman Unggul and various other lenders
refers.

The Board of Directors of TAE is pleased to announce that TAFC
had received all the settlement items due to it under the SDRA.
As such, the Debt Restructuring Agreement is now deemed to be
completed.


TA ENTERPRISE: Unit Completes Proposed Acquisition
--------------------------------------------------
TA Enterprise Berhad refers to the previous announcements made
by TAE dated 29 October 2003 and 5 November 2003 in relation to
the Proposed Acquisitions by Botly Securities Sdn Bhd (BSSB), a
wholly owned subsidiary of TAE of the Stockbroking Businesses of

   1. Borneo Securities Sdn Bhd (Borneo)
   2. Kota Bharu Securities Sdn Bhd (KBS)
   3. Ta Securities Berhad (TAS)

The Board of Directors of TAE is pleased to announce that the
stakeholder has been instructed to release the deposit to the
vendor and BSSB has also remitted the balance of the Purchase
Price as defined in the Business Merger Agreement (BMA) to the
vendor on this even date. Pursuant to Section 4.02 (Payment of
the Purchase Price) and Section 6.01 (Completion) of the BMA,
the acquisition of Borneo and conversion of the stockbroking
business of Borneo into a branch office of BBSB is deemed
completed.

Pursuant to a Purchase of Fixed Assets and Sundry Assets
Agreement (Purchase of Fixed Assets and Sundry Assets) entered
into between BSSB with Borneo, the full purchase consideration
for the Purchase of Fixed Assets and Sundry Assets has also been
remitted to Borneo on this even date. Hence the transaction is
completed.


UNIPHOENIX CORPORATION: Incurs Q303 Loss of RM14.5M
---------------------------------------------------
Uniphoenix Corporation Berhad released its quarterly report for
the period ended 30 September 2003. Below is its Review of
Performance:

The Group recorded a revenue and loss before taxation of
RM737,000 and RM14.5 million respectively, for the three (3)
months period under review. The revenue is contributed by the
property division and gain on deconsolidation of subsidiary of
RM360,000. The loss incurred is mainly due to high interest
expense incurred by the Group.

For full quarterly reports, go to
http://bankrupt.com/misc/UCB1124.xlsand
http://bankrupt.com/misc/UCB1124.doc.



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


ASIAN CAPITAL: SEC Orders Temporary Closure
-------------------------------------------
The Securities and Exchange Commission (SEC) has ordered Asian
Capital Equities to temporarily stop operations after finding
"reasonable grounds" it violated the Securities Regulation Code,
the Business World reports. SEC General Counsel Vernette Umali-
Paco issued a cease-and-desist order against Asian Capital
Equities, Inc. on November 18, which will be effective for the
next 10 days.

The Philippine Stock Exchange (PSE) compliance and surveillance
group asked the SEC to look into the financial condition of
Asian Capital last month, since records showed a negative net
worth amounting to PhP65 million as of September.

The SEC's order stems from the October 18 request of the bourse
for the SEC to issue a take-over authority on Asian Capital
because of its financial condition. The PSE said the trial
balance of Asian Capital as of September showed a negative net
worth amounting to 65 million pesos. Although the firm has an
excess net capital of 3.7 million pesos, without its
subordinated loan of 77 million pesos, the net capital
deficiency will amount to 73.55 million pesos.


DIGITAL TELECOMMUNICATIONS: Investor's Briefing Set November 24
---------------------------------------------------------------
Digital Telecommunications Philippines, Inc. (DGTL) advised the
Philippine Stock Exchange that:

"Digital Telecommunications Philippines, Inc. will proceed with
its Convertible Bond Offering to its existing shareholders. The
offer period shall commence on November 24, 2004 until December
5, 2003.

In addition, there will be an Investor Briefing to be held on
Monday, November 24, 2003, from 10 in the morning until 12 noon
at the Manansala Function rooms of the Holiday Inn Galleria
Manila, Pasig City."

For more information, go to
http://www.pse.org.ph/html/disclosure/pdf/dc2003_3741_DGTL.pdf


FAIRMONT HOLDINGS: Reschedules AGM For Next Year
------------------------------------------------
The Board of Directors of Fairmont Holdings, Inc. has decided to
reset for next year its annual meeting of stockholders,
scheduled last 28 October 30, 2003 under Fairmont's By-Laws.

No filing of the Preliminary and Definitive Information/Proxy
Statement or disclosure was made to this effect prior to 28
October 2003 as the Board was still undecided on the matter of
whether to postpone said meeting to a later date within this
year or cancel the meeting altogether and reset it to next year.

The Board has decided that the re-setting will give Fairmont
additional time to review its business directions for the
ensuing year and assess the merits of its proposed projects
requiring stockholders' action.

For a copy of the disclosure, go to
http://www.pse.org.ph/html/disclosure/pdf/dc2003_3726_FAIR.pdf


MANILA ELECTRIC: Unlikely to Receive Rate Hike Approval
-------------------------------------------------------
The Manila Electric Co. (Meralco) is unlikely to get rate
increase approval this year after the Energy Regulatory
Commission's (ERC) asked for additional documentation to justify
its rate adjustment plea, the BusinessWorld newspaper reported,
quoting ERC Chairman Manuel Sanchez.

Sanchez said the commission has yet to start to review Meralco's
petition to raise rates by 0.1358 pesos per kilowatthour. Among
the documents needed is the firm's updated financial statement.
The petition has yet to undergo a series of public hearings.

Meralco, which is refunding 30.5 billion pesos in overcharges to
customers, said it badly needs the rate increase given its
critical condition.


MUSIC CORPORATION: Revises Definitive Proxy Statement
-----------------------------------------------------
Further to Circular for Brokers No. 3678-2003 dated November 14,
2003, Music Corporation (Musx) furnished the Philippine Stock
Exchange (PSE) a copy of its Revised SEC Form 20 (Definitive
Proxy Statement) in connection with its Annual Stockholders'
Meeting which will be held on December 17, 2003, at 12 P.M. at
the Dasmarinas Room, Hotel International Manila, Ayala Avenue,
Makati City.

As previously announced, "the record with respect to this
solicitation is fixed at 29 October 2003."

For more information, please visit
http://www.pse.org.ph/html/disclosure/pdf/dc2003_3729_MUSX.pdf


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


AM PAINT: Petition to Wind Up Pending
-------------------------------------
The petition to wind up AM Paint Specialist Pte Ltd. is set for
hearing before the High Court of the Republic of Singapore on
November 21, 2003 at 10 o'clock in the morning. The creditors of
AM Paint Specialist Pte Ltd., whose address is situated at 32
Tuas West Road, Singapore 638387, filed the petition with the
court on October 27, 2003.

The petitioners' solicitors are Messrs Rajah & Tann of No. 4
Battery Road #15-01 Bank of China Building, Singapore 049908.
Any person who intends to appear on the hearing of the petition
must serve on or send by post to Messrs Rajah & Tann a notice in
writing not later than twelve o'clock noon of the 20th day of
November 2003 (the day before the day appointed for the hearing
of the Petition).


ASTI HOLDINGS: Finalizes Debt Restructuring Scheme
--------------------------------------------------
On 12 September 2003, Asti Holdings Limited announced that at
the Extraordinary General Meeting (EGM) of the Company held on
12 September 2003, all the ordinary resolutions as set out in
the Notice of EGM dated 26 August 2003 were passed by
shareholders approving, inter alia, the allotment and issuance
of up to 162,708,000 new ordinary shares of S$0.10 each (the
"New Shares) in the capital of the Company (comprising
54,236,000 New Shares subscribed by Mr Loh (the Placement) and
108,472,000 New Shares to be issued to Mr Loh upon the exercise
of the option (the "Option) granted to Mr Loh), in accordance
with the terms of the Subscription Agreement dated 27 May 2003
entered into between the Company and Mr Loh.

On 23 September 2003, the Company announced the completion of
the Placement.

The circular dated 26 August 2003 issued by the Company to its
shareholders in relation to the Subscription Agreement (the
"Shareholders' Circular) set out the full circumstances
surrounding the transaction, including:

(i) The Company was not in compliance with certain financial
covenants under a transferable loan facility of S$25,000,000
(TLF) extended to the Company by United Overseas Bank Limited
(the "Bank Creditor); and

(ii) the Bank Creditor had agreed to restructure the terms of
the TLF (Debt Restructuring) on the condition, inter alia, that
the Placement is completed. The in-principle terms of the Debt
Restructuring were set out on pg 12 -14 of the Shareholders'
Circular.

The Company is pleased to announce that the Bank Creditor and
the Company have finalized and entered into the Debt
Restructuring agreements, effective on 20 November 2003, in form
and substance consistent with the in-principle terms set out in
the Shareholders' Circular.


CARPE DIEM: Releases Winding Up Order Notice
--------------------------------------------
Carpe Diem Publications Pte Ltd issued a winding up order notice
on the 7th day of November 2003.

Name and Address of Liquidator: The Official Receiver

Insolvency & Public Trustee's Office
The URA Center (East Wing)
45 Maxwell Road #06-11
Singapore 069118.

Dated the 10th day of November 2003.

Messrs AZIZ TAYABALI & ASSOCIATES
Solicitors for the Petitioners.
PAMELA NEO MANAGEMENT SERVICES PTE LTD.


KENLY PLUMBING: Winding Up Petition Set November 28
---------------------------------------------------
The petition to wind up Kenly Plumbing Pte Ltd. is set for
hearing before the High Court of the Republic of Singapore on
November 28, 2003 at 10 o'clock in the morning. Saniton Ceramic
Pte Ltd., a creditor, whose address is situated at 54 Woodlands
Industrial Park E, Singapore 757826, filed the petition with the
court on November 5, 2003.

The petitioners' solicitors are Messrs Philip Loh & Co. of No.
171 Chin Swee Road, #10-06 San Center, Singapore 169877. Any
person who intends to appear on the hearing of the petition must
serve on or send by post to Messrs Rajah & Tann a notice in
writing not later than twelve o'clock noon of the 27th day of
November 2003 (the day before the day appointed for the hearing
of the Petition).


MAXIMILLION BUILDING: Issues Winding Up Order Notice
----------------------------------------------------
Maximillion Building & Civil Engineering Pte Ltd issued a
winding up order notice made on the 7th day of November 2003.

Name and address of Liquidator: The Official Receiver of URA
Center (East Wing) 45 Maxwell Road #06-11, Singapore 069118.

Messrs BL TOK & CO.
Solicitors for the Petitioner.


MERCATELA (PTE): Issues Notice of Preferential Dividend
-------------------------------------------------------
Mercatela (Pte) Limited (In Creditors' Voluntary Liquidation)
issued a notice of intended preferential dividend as follows:

Address of registered office: 9 Battery Road #04-01 Straits
Trading Building Singapore 049910.

Last day for receiving proofs: 28th November 2003.

Name of liquidator: Shanker Iyer.

Address of liquidator: c/o 9 Battery Road, #04-01 Straits
Trading Building, Singapore 049910.

Dated this 14th day of November 2003.

SHANKER IYER
Liquidator.


PAN-UNITED CORPORATION: Unit Enters Voluntary Liquidation
---------------------------------------------------------
Further to the announcement on 6 June 2003, the Board of
Directors of Pan-United Corporation Ltd (PUC) announced that
Omniview Systems Pacific Pte Ltd, an 84.4 percent subsidiary of
Pan-United Engineering Pte Ltd (PUE), which has been placed
under members' voluntary liquidation, has been dissolved on 20
November 2003. PUE is a wholly owned subsidiary of the Company.

The dissolution has no material effect on the consolidated net
tangible assets per share and earnings per share of the Company
for the financial year ending 31 December 2003.


YONGNAM HOLDINGS: Post Changes in Sharehlder's Interest
-------------------------------------------------------
Yongnam Holdings Limited posted a notice of changes in
substantial shareholder See Hup Seng Ltd.'s interest:

Date of notice to Company: 19 Nov 2003
Date of change of interest: 18 Nov 2003
Circumstance(s) giving rise to the interest: Others
Please specify details: Sales of shares in the open market

Information relating to shares held in the name of the
registered holder:
No. of shares, which are the subject of the transaction:
2,255,000
% of issued share capital: 0.52
Amount of consideration (excluding brokerage and stamp duties)
per share paid or received: S$0.4632
No. of shares held before the transaction: 22,240,620
% of issued share capital: 5.15
No. of shares held after the transaction: 19,985,620
% of issued share capital: 4.63

Holdings of Substantial Shareholder including direct and deemed
interest
                                           Deemed Direct
No. of shares held before the transaction: 0      22,240,620
% of issued share capital:                 0      5.15
No. of shares held after the transaction:  0      19,985,620
% of issued share capital:                 0      4.63
Total shares:                              0      19,985,620


YONGNAM HOLDINGS: Proposes Capitalization of Professional Fees
--------------------------------------------------------------
Certain professionals had in the past been appointed by
Yongnam Holdings Limited in connection with the various measures
taken by the Group to improve its financial position. These
include, inter alia, the Capital Reduction, the Scheme as well
as audit and legal fees for the Group. As at the date of this
Announcement, an aggregate of approximately S$1.11 million is
owing to certain professionals, namely Deloitte & Touche
Financial Advisory Services Pte Ltd (D&L) who were the Scheme
Administrators as well as the financial adviser for, inter alia,
the Capital Reduction and the Scheme, Yeo Wee Kiong Law
Corporation (YWKLC), the Group's legal advisers and
PricewaterhouseCoopers (PwC), the previous auditors of the
Group.

In view of the Company's cash flow difficulties, the Company has
requested D&L, YWKLC and PwC to capitalize their outstanding
professional fees by subscribing for new Shares at a
subscription price based on the average price over the fourteen
(14) market days after the new Scheme Shares issued pursuant to
the Scheme are listed and quoted on the SGX-ST. Such price will
be adjusted downwards to take into account the Rights Issue in
the event that the shares do not rank for the Rights Issue or
are not issued prior to the Rights Book Closure Date.

D&L, YWKLC and PwC are considering the request. Assuming that
D&L, YWKLC and PwC all accept the Company's offer and the
aforementioned fees are capitalized at a price of S$0.045 per
Share, an aggregate of approximately 24.7 million new Shares
will be issued to D&L, YWKLC and PwC.

Such capitalization is subject to the agreement of D&L, YWKLC
and PwC, the approval of shareholders as well as the approval of
the SGX-ST for the listing and quotation of the new Shares to be
issued pursuant to such capitalization.


YONGNAM HOLDINGS: Proposes Debt Settlement With Creditors
---------------------------------------------------------
As previously announced, Yongnam Holdings Ltd.'s Malaysian
operations are also experiencing financial difficulties. As at
the date of this announcement, various trade debts of Yongnam
Malaysia (the Malaysian Debts), the Group's main operating
subsidiary in Malaysia, amounting to an aggregate of
approximately RM13,946,991 are due and owing to creditors in
Malaysia (the Malaysian Trade Creditors).

Yongnam Malaysia has come under increasing pressure from the
Malaysian Trade Creditors to settle the Malaysia Debts and the
Group is proposing to use its best efforts to enter into
bilateral settlements (the "Malaysian Settlement Agreements)
with all or some of the Malaysian Trade Creditors. Such
settlement is contemplated to be made by way of the issue of new
Shares (the Malaysian Shares) at an issue price of S$0.10 per
Share. Such issue price may be adjusted downwards to take into
account the Rights Issue in the event that the Malaysian Shares
do not rank for the Rights Issue or are not issued prior to the
Rights Book Closure Date.

The exact number of shares to be issued to any specific
Malaysian Trade Creditor may be adjusted by the Company after
taking into account of the claims by Yongnam Malaysia and/or any
credit notes from the Malaysian Trade Creditors. Assuming that
all the Malaysian Trade Creditors agree to accept the Malaysian
Shares, an aggregate of approximately 64 million new Shares will
be issued to the Malaysian Trade Creditors at S$0.10 per Share.

It should be noted that the settlement with the Malaysian Trade
Creditors will also be conditional on, inter alia, the following
conditions being met:

(a) All necessary approvals being obtained for such settlement
with the Malaysian Trade Creditors, including the approval of
the SGX-ST (for the listing and quotation of the Malaysian
Shares and where such approval is subject to any conditions,
that such conditions are acceptable to the Company) as well as
any relevant regulatory authorities in Malaysia and Singapore;

(b) Malaysian Trade Creditors representing at least 90 percent,
or such other percentage as the Directors may determine to be
expedient in the best interests of the Group, of the debts owed
by Yongnam Malaysia agreeing to such settlement;

(c) the approval of the Company's shareholders (if required)
being obtained for the allotment and the issue of the Malaysian
Shares and all matters incidental to or in connection with such
settlement;

(d) the Malaysian Settlement Agreements and the implementation
thereof not being in conflict with, or resulting in a breach of
or default under any law (including securities laws in Singapore
and Malaysia), regulation, order, agreement, instrument,
concession, license, permit, liability, obligation or duty
applying to the Company or Yongnam Malaysia or by which the
Group is bound (and duly receiving Malaysian counsel advice on
the foregoing); and

(e) all other consents and approvals which the Company and/or
Yongnam Malaysia may deem necessary or desirable to be obtained
for and in connection with the issuance of the Malaysian Shares
being obtained and such consents and approvals remaining in full
force and effect.

In the event that any of the above conditions are not satisfied,
the Group will not proceed with implementation of the Malaysian
Settlement Agreements and no Malaysian Shares will be issued.


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


BANGCHAK PETROLEUM: Decreases Registered Capital, Par Value
-----------------------------------------------------------
The Bangchak Petroleum Public Company Limited held its
Extraordinary Shareholders' Meeting on 29th August, 2003 and
resolved the decrease of the registered capital from
Bt5,220,409,400 to Bt522,040,940, by reducing the par value of
the shares from Bt10 per share to Bt1 per share, in order to
compensate the accumulated loss of the Company amounting to
Bt4,698,368,460.

The Company would like to inform that the Company already
registered the reduction of registered capital to Bt522,040,940
at Bt1 per share at the Ministry of Commerce since November 17,
2003.


JASMINE INT'L: Planner Posts Rehabilitation Plan Progress
---------------------------------------------------------
Chaengwatana Planner Co., Ltd., Plan Administrator of Jasmine
International Public Company Limited, in reference to Central
Bankruptcy Court's Business Rehabilitation Plan order on 7
August 2003, reported the progress and results of the
implementation of the Plan for the 3-month period (from 15
August 2003 through 15 November 2003) pursuant to regulations of
the Stock Exchange of Thailand as follows:

(1) Registration of the Establishment of the Special Purpose
Vehicle to Receive the Transfer of Non-Core Assets

On 3 September 2003, Jasmine reported the establishment of
Chaengwatana Special Purpose Vehicle Company Limited (SPV) to
The Stock Exchange of Thailand and on 16 September 2003, the
Plan Administrator completed the registration of the mentioned
SPV to receive the transfer of non-core assets under the Plan
with registered capital of THB 1,000,000 million. Upon the
announcement of the commencing date of the debt repayment
programs under the Plan (the "Commencing Date of the Debt
Repayment Programs"), the principal debts of THB 71,600,000
of Group 3 Creditors will be novated to be the debts of the SPV.
After that, Jasmine will transfer non-core assets of Jasmine
with the assessed value of THB 71,600,000 to the SPV to operate
or sell to make debt repayment to Group 3 Creditors (Other
Secured Creditors) in accordance with the rules and conditions
stipulated under the Plan.

(2) Restructuring of Capital Structure

The Plan Administrator has completed the reduction / increase of
Jasmine's capital as required under the Plan, which was reported
to the Stock Exchange of Thailand on 8 October 2003.  As a
result, it is deemed that the restructuring of the capital
structure of Jasmine is now complete.  At present, Jasmine has
the registered capital of THB 15,685,673,420.

(3) Repayment of Debts under the Plan and Announcement of the
Commencing Date of the Debt Repayment Programs

As of 15 November 2003, all debts of creditors of Group 7 (Non-
Default Trade Creditors) and Group 8 (Professional Creditors)
were fully repaid.  Under the Plan, the repayment of debts for
creditors of Group 5 (Creditors Supporting the Existing Major
Projects which was partially paid to group 5 creditor) and Group
6 (Contingent Creditors) will be made in accordance with the
terms and conditions of the original contracts.  For creditors
of Group 1 (First Secured Creditor whose debt is not less than
15% of the total indebtedness), Group 2 (Second Secured Creditor
whose debt is not less than 15% of the total indebtedness),
Group 3 (Other Secured Creditors), and Group 4 (Related Company
Creditors), the Plan Administrator is now waiting for the debt
repayment orders from the Official Receiver.  Upon the receipt
of such orders, the Plan Administrator will be able to calculate
the amount of debts, announce the Commencing Date of the Debt
Repayment Programs and repay debts to appropriate creditors.


KRISDA MAHANAKORN: Clarifies Capital Gearing
--------------------------------------------
Krisda Mahanakorn Public Company Limited, in reference to the
Stock Exchange of Thailand's inquiry on the capital increase
capital of Bt1,426.33 million and private placement offer of
Bt200 million, posts details of capital gearing, of which
revolving capital for the projects entail:

1. Investment for new Project 4 project. The period is 3-4
years.

   1.1 The Project at Ratchadapisek has 15 Rai. The period of
Project is 3 years. The project sells land and house, totaling
Bt450 million.

   1.2 Project at Ranhsit, Phaholyotin Rd., has 80 Rai. The
period of project is 4 years. It sells land and house, totaling
Bt500 million.

   1.3 Project at Puttamontol sai 3 has 35 Rai. The period of
project is 3 years.  The project sells land and house, totaling
Bt200 million.

   1.4 Project at Param 5 has 71 Rai.  The period of project is
3 years. The project sells land and house, totaling Bt346.33
million.

2. Investment for the construction of new house for old Project.
Amount: 65 units, totaling Bt130 million.


NATIONAL FERTILIZER: Provides Auditor's Opinion Explanation
-----------------------------------------------------------
According to Auditor's opinion of National Fertilizer Public
Company Limited, he cannot conclude his review of the
consolidated financial statements and the separate financial
statements of the Company in such concern to the uncertainty of
the problem to continue business as a going  concern  of  the
Company  and its subsidiary.

The Company would like to inform that the Company is currently
under business rehabilitation process, which is an
implementation to the mutual agreement among the Company's good-
self, financial institution creditors and the new investors that
allowed the Company to restructure its financial through the
rehabilitation as procedural prescribed by the Central
Bankruptcy Court. In this regard, the Company expects that it is
able to complete the financial restructuring and release from
the imposed procedures within the first quarter of 2004.

For the subsidiary, it is in process of the negotiation to its
finance restructuring and preparation of the repayment plan to
its financial institution creditors and the Industrial Estate
Authority of Thailand.


PRASIT PATANA: Posts Q303 Management Discussion, Analysis
---------------------------------------------------------
Prasit Patana Public Company Limited and its subsidiaries
disclosed the Performance Explanation and Financial Analysis
for the Nine Month Period Ending 30 September 2003:

1. Performance according to Business Plan

The company did not disclose its future business plan

2. Operational Performance

   2.1 Overall Picture of Past performance

In comparison with the third quarter of 2002 performance
figures, the operational revenue of the company and its
subsidiaries increased 9.9 %.  In 2003, the company and its
subsidiaries generated operational revenue for the nine month
period ending 30 September 2003 of Bt2,265 million in comparison
with operational revenue in the same period in 2002 of Bt2,061
million, an increase of Bt205 million.

The group recorded a gain (loss) from movements in foreign
exchange rates as a result of accounting adjustments in relation
to foreign currency loans.

Cost of Services of the company and its subsidiaries for the
nine month period ending 30 September 2003 was Bt1,708 million
in comparison with Bt1,621 million for the same period in 2002,
an increase of Bt87 million or 5.4%.

Sales and administrative expenses of the company and its
subsidiaries for the nine month period ending 30 September 2003
was Bt412 million compared with Bt365 million for the same
period in 2002, an increase of Bt47 million or 12.9%.

The level of competition in the private healthcare industry is
intense.  In general, major healthcare providers and private
hospitals have clear target markets.  The group has employed a
marketing strategy focused on and emphasizing quality of patient
care and international healthcare standards.

There was no significant increase or decrease for the nine month
period ending 30 September 2003 in the range of services
provided in 2003 in comparison with services offered in the same
period of 2002. There was no significant expansion, which would
materially affect revenues and costs.

There were no significant effects on the companies'' operating
results arising from exchange rate movements.  The companies did
not trade internationally and all revenues were earned in Thai
currency.  Similarly, there were no significant operating
expenses incurred that are in foreign currencies.

However, the companies incur costs from exchange rate variations
resulting from payment of interest on borrowings denominated in
foreign currencies.  The risk of such variations was limited by
covenants in the loan agreements (the Debt Restructuring
Agreements) that limit the downside risk of exchange rate costs.

  2.2 Past Performance of Each Product Line

The Company and its subsidiaries' only business are in
healthcare business.

On 18th July, 2003, the company converted debts into equity. The
company was granted a petition from the Ministry of Commerce to
increase its registered capital from Bt866,023,760 to
Bt4,330,118,800 to accommodate the debt to equity conversion for
the company and its subsidiaries financial creditors and the
subsidiaries' construction creditors for the total of
346,409,504 shares. On 29th September 2003, the Central
Bankruptcy Court granted the exit petition from the
rehabilitation period. The company appointed the new Board of
Directors in place of the Plan Administrator whose authorities
ceded at that time.

      - Revenue from Service

        The company and its subsidiaries had revenue from
service provided for the nine month period ending 30 September
2003 of Bt2,265 million compared with the same period in 2002 of
Bt2,061 million, an increase of Bt204 million or 9.9% resulting
from the increase of inpatient and outpatients volumes.

      - Gain (Loss) from Foreign Exchange Fluctuations

        The group registered an unrealized gain (loss) from an
accounting adjustment in accordance with generally accepted
accounting principles.

      - Interest Income

        The interest income was a result of realized interest
income among subsidiaries

      - Revenues from Management Fee

        Revenues from management fee from one related company
for the nine month period ending 30 September 2003 totaled Bt5.3
million in comparison with the revenues for the same period in
2002 of Bt3.7 million, an increase of Bt1.6 million or 44.4%.
An increase in revenue was a result of Management Contract
signed with a related company for a 10 year period. Revenue was
calculated from the percentage of operational income of the
related company as specified in the Management Contract.

      - Other Revenues

        The company and its subsidiaries generated other
revenues for the nine month period ending 30 September 2003 of
Bt71 Million in comparison with the revenue for the same period
in 2002 of Bt55 million, an increase from the amount of Bt16
Million or 28.2% due mainly to increase revenue in laundry,
linen services and rental income.

     -  Cost of services

        The company incurred cost of services for the nine month
period ending 30 September 2003 of Bt1,708 million in comparison
with the cost of the same period in 2002 of Bt1,621 million, an
increase of Bt87 million or 5.4% was due to the growth in
patient volume.

      - Sales and Administrative Expenses

        The company and its subsidiaries incurred sales and
administrative expenses for the nine month period ending 30
September 2003 of Bt412 million in comparison with the same
period in 2002 of Bt365 million, an increase of Bt47 million or
12.9% resulting from the increase sales and administrative
expenses as follows:

        1. The restructuring expense of the company and its
subsidiaries for the nine month period ending 30 September 2003
was Bt54 million in comparison with the same period in 2002 of
Bt45 million, an increase of Bt9 million. The above expense for
the nine month period ending 30 September 2003 accounted for 2%
of total sales and administrative expenses.

        2. Total consulting expenses for the company and its
subsidiaries for the nine month period ending 30 September 2003
was Bt18.3 million in comparison with Bt3.6 million for the same
period in 2002, or an increase of Bt14.7 million. The above
figure for the nine month period ending 30 September 2003
accounted for 4% of total sales and administrative expenses. The
expenses include but not limited to reviews of accounting system
implementation; legal consulting fees; and consulting fees in
strategic support and implementation of worldwide network
positioning.

    -   Dividend Policy

        Under the Restructuring Agreements entered into by the
company and its subsidiaries, the Company and its subsidiaries
are unable to pay dividends until such time as their
restructured debts are fully repaid.

      3.  Financial Status

          3.1 Assets

The Composition of the Assets

Total assets of the company and its subsidiaries as at 30
September 2003 comprised of current and non-current assets,
calculated as a ratio of 19% and 81%, respectively.

The majority of assets of the company and its subsidiaries are
land, buildings and equipment, which make up 77.5% of total
assets.

The remaining 3.21% of assets are minor assets.

Quality of Assets

Quality of Receivables: Receivables of the company and its
subsidiaries include significant amounts receivable from
insurance companies in respect of patient services.  Stringent
payment conditions could result in claims being delayed by the
insurers.  However, the companies made sufficient provision for
doubtful debts and have confidence in the quality of
receivables, net of provisions.

           3.2 Liquidity

The company and its subsidiaries had net cash from operation for
the nine month period ending 30 September 2003 of Bt80.4 million
and net cash for investment in the same period of Bt109.5
million. The company and its subsidiaries had a net decrease of
net cash and net cash equivalent of Bt29 million. However, one
of the additional investments include an increase in long-term
deposits of Bt42 million

      As at 30 September 2003, the Consolidated Financial
Statements showed a current ratio of 1.7.

      The Rehabilitation Plan stipulates that the company must
repay some of its debt by converting its debt into equity. The
company issued 346,409,504 new common shares at Bt10 par value
to financial and construction creditors on 18th July 2003
resulting in the increase of the registered capital to
Bt4,330,118,800 (divided into 433,011,880 shares at Bt10 par
value)

         3.3 Capital Expenditure

Under the Companies' Debt Restructuring Agreements, the Company
and its subsidiaries are restricted in terms of capital
expenditure.  However, an agreed annual level of capital
expenditure had been included in the Agreements.  Unless
otherwise agreed by lenders, the group was required to fund all
capital expenditure through internally generated cash flow from
operations or the sale of non-core assets.  Capital expenditure
was evaluated according to projected return on investment,
business necessity, and contribution to business goals and
urgency.

        3.4 Source of funds

Liabilities

On 6 August, 2002, the date at which the Debt Restructuring
Agreements came into effect, the company and its subsidiaries
accounted for the changes in the status of their debts.  These
changes are reflected in the consolidated financial statements
as at 30 September 2003 and have resulted in a reclassification
of debts to account separately for restructured debt, PLO debt
and debt to be converted or written off in accordance with the
Debt Restructuring Agreements. However, debt to equity
conversion was completed on 18th July 2003 and affected the
consolidated financial statements as at 30th September in which
the forgiven debt was recorded as profit from debt restructuring
for the amount of Bt6,675 Million.


THAI PETROCHEMICAL: Clarifies Auditor's Q303 F/S Opinion
--------------------------------------------------------
Suwit Nivartvong, the Plan Administrator of Thai Petrochemical
Industry Public Company Limited, in reference to the submitted
Interim Financial Statement ended on September 30, 2003,
provided clarification concerning the auditor's opinion as
follows:

1. The scope of audit limited by environment: the auditor had
already expressed his opinion about the limited scope of his
audit (review) in the previous interim Financial Statement of
2nd Quarter.  Consequently, the Company had provided
clarification and explanation to the Stock Exchange of Thailand
as to such limitation on August 21 and September 12, 2003,
respectively.  The limited scope of audit (review) as mentioned
by the auditor was not occurred during the administration of the
Company's Reorganization Plan undertaken by the current Plan
Administrator (the Plan Administrator) appointed by the Ministry
of Finance.  However, as the Company's Financial Statement of
3rd Quarter has included the review of the Company's Financial
Statement of 2nd Quarter, the auditor deems it appropriated
to reiterate such limitation in this Financial Statement (3rd
Quarter) as well.

2. The uncertainty regarding the unpaid interest: the creditors
have voted not to call default for the unpaid interest during
April-July 2003. However, the creditors have not yet cast their
votes for the unpaid interest during July-10 November 2003.
Currently, the Plan Administrator has undertaken negotiation
with the creditors concerning the interest payment. It is
expected that the negotiation would soon reach a reasonable
conclusion and that the payment of the unpaid interest and
current interest will be made in due course.

3. The company's business continuity: the auditor has
expressed his opinion that he cannot assure himself about the
achievement of the Company's Reorganization Plan as defined by
the previous Plan Administrator (the Effective Planner Limited).
However, the current Plan Administrator, which has been
appointed by the Central Bankruptcy Court, still has to follow
the Reorganization Plan till the amendment of the Reorganization
Plan is completed and accepted by both  the creditors and the
Central Bankruptcy Court, which is expected to be finalized
around  February 2004.


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

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