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/raid1/www/Hosts/bankrupt/TCRAP_Public/040114.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Wednesday, January 14, 2004, Vol. 7, No. 9 Headlines A U S T R A L I A COLES MYER: Launches Fuel Discount Offer Throughout Australia HARRIS SCARFE: Q1 Sales Auspicious Sign for 2004, Says CEO VILLAGE ROADSHOW: 'Matrix' Investors Demand Money Back C H I N A & H O N G K O N G 88 FASHION: Bank of China Initiates Winding up Proceedings BANK OF CHINA: Signs $36 Million Agreement With NCR CHINA OVERSEAS: Winding up Hearing Set February 18 EAST SENSE: Court Sets Winding up Hearing February 18 HUNG TAO: Bank of China Lodges Adverse Winding up Petition REFCOMP ASIA: Creditors Must Submit Claims by February 12 TRUTH (H.K.): Faces Winding up Petition in HK High Court I N D O N E S I A BANK INTERNASIONAL: Bapepam Looks into Share Price Manipulation J A P A N HAZAMA CORPORATION: S&P Downgrades Rating to 'SD' MATSUSHITA ELECTRIC: Enters Alliance With Fesco NISSAN MOTOR: European Sales Up 14.5% in 2003 NISSAN MOTORS: Amicus Seeks Meeting with Carmaker SEGA CORPORATION: U.S. Unit Appoints New Marketing Executive K O R E A HANARO TELECOM: FSC Levies W500M Fine HANARO TELECOM: Discloses Possible Acquisition of Dreamline KOREA EXCHANGE: Cuts 360 Employees to Stay Afloat KOREA EXCHANGE: Faces Liquidation if Union Blocks Merger Plan SK CORPORATION: Judge Kim Yeon-Hak OKs 10.4% Stock Sale M A L A Y S I A LION CORPORATION: Unveils Debt Payment Proposal LION INDUSTRIES: Issues Debt Restructuring Update MECHMAR CORPORATION: Issues Default Notice NALURI BERHAD: Issues Restructuring Scheme Update OCEAN CAPITAL: Aims to Regularize Financial Condition OMEGA HOLDINGS: SC OK's Restructuring Scheme Proposal PARK MAY: 1.9 Million New Shares to Start Trading Today PILECON ENGINEERING: Withdraws Winding Up Petition P H I L I P P I N E S DMCI HOLDINGS: Unit files for Rehabilitation DMCI HOLDINGS: Issues Update on Redemption of Preferred Shares PHILIPPINE LONG: Posts Changes in Ownership of Securities PHILIPPINE LONG: Clarifies Rate Settlement Report S I N G A P O R E BEST INVESTMENT: Creditors Must Submit Claims by February 4 EAST ASIA: Issues Debt Claim Notice to Creditors MACLLOYD INDUSTRIAL: Issues Notice to Prove Debt for Publication NEPTUNE ORIENT: Posts Changes in Shareholder's Interest RIOT ENTERTAINMENT: Issues Dividend Notice SENG HUP: Releases First Interim Dividend Notice WEE POH: Posts Notice of Shareholder's Interest T H A I L A N D ABICO HOLDINGS: Posts Audit Committee Changes ADVANCE PAINT: Issues 167,453,025 Warrants for Rights Offering BANGCHAK PETROLEUM: Posts Details of Common Share-to-DR Swap EMC PUBLIC: Issues Reorganization Plan Update TPI POLENE: Posts Additional Details on Capital Increase TRAFFIC CORNER: Posts Additional Details of Day Poets Investment - - - - - - - - - ================= A U S T R A L I A ================= COLES MYER: Launches Fuel Discount Offer Throughout Australia ------------------------------------------------------------- Coles Myer and Shell will launch their fuel discount offer at around 110 sites throughout Western Australia, South Australia and the Northern Territory on Monday, 15 March 2004. The March launch into WA, SA, and the NT will bring to more than 580 the number of sites operated by Coles Express across every Australian state and territory. Coles Myer CEO John Fletcher said an extremely positive customer response and a close working relationship between Coles Myer and Shell had enabled the rollout to be completed well ahead of the mid-04 schedule originally announced. "Our ability to complete the rollout earlier than expected is due to the outstanding teamwork between Coles Myer and our alliance partner Shell," Mr Fletcher said. "We have worked hard to ensure all the technical and branding issues have been systematically addressed as the stores have been converted to Coles Express - we have completed this major transition process seamlessly and expect the same in WA, SA and the NT on March 15. "Today's milestone announcement is a significant moment for Coles Myer and its relationship with Shell and, most importantly, our customers." The alliance service stations will be branded both Coles Express and Shell and will display discount details prominently on their price boards. As well as competitive board prices at Coles Express service stations, customers who spend $30 or more at Coles, BiLo, Liquorland and Newmart* will receive a discount when they buy fuel at any one of more than 580 Coles Express sites across Australia. Mr. Fletcher said the new fuel discount offer was part of the three-pronged Coles Myer loyalty program, which included a much improved FlyBuys offer and the new Coles Myer Source MasterCard. When fully rolled out, Coles Express is expected to generate more than $3 billion per annum in fuel and convenience store sales. Combined with the benefits from higher Food & Liquor sales, the impact from these initiatives will be earnings per share positive in FY 2004. Coles Express will launch in Queensland and northern NSW on Monday, 2 February 2004. * Newmart stores only operate in Western Australia. ANALYST ENQUIRIES Amanda Fischer, Coles Myer - 03 9829 4520 MEDIA ENQUIRIES: Scott Whiffin, Coles Myer- 0407 850 709 Debbie O'Brien, Coles Express - 03 9829 6003 Helen Morgner, Shell - 03 8823 4070 HARRIS SCARFE: Q1 Sales Auspicious Sign for 2004, Says CEO ---------------------------------------------------------- Harris Scarfe credited the successful re-branding of its stores for the 6.6% sales increase in the first quarter ending November 2003. CEO Robert Atkins, in an interview with The Australian recently, said all of the group's 24 outlets recorded positive figures, with Modbury's Tea Tree Plus store the best performer of all, recording a 27% rise. Mr. Atkins, part of the management team that bought the company out of receivership in November 2001, said the repositioning of the company, that included a new logo and a change in its target customers towards a younger age group, single-handedly made this turnaround possible. During the 2002-03 period, the company recorded a AU$2.8 million net loss. Prior to this, it had a net profit of $19.3 million for the 12 months to August 2002. The company's directors' report for the 52 weeks to August 3, 2003, says the result was impacted by a "major repositioning strategy" in 2002-03. "This saw all stores impacted through partial closure as the company's new brand image was rolled out," the report partly reads. About AU$6 million was spent on stores to take advantage of the retailer's new image and merchandise mix, it added. Mr. Atkins said the "sales momentum established in the first quarter" had continued into November and the Christmas period. He expects the company to record an operating profit this financial year. He disclosed that one of the major initiatives the group will undertake this year would be the redevelopment of the Elizabeth store as part of the AU$130 million upgrade of Elizabeth City Centre. In July last year, the Australian Securities and Investments Commission charged Adam John Trescowthick, former executive chairman of Harris Scarfe, with 37 counts of fraud: (1) 17 failing to act honestly in the exercise of his powers and the discharge of his duties as an officer of Harris Scarfe Holdings Limited; (2) 13 counts of being, as a director of Harris Scarfe Holdings Limited, intentionally dishonest and failing to exercise his powers and discharge his duties in good faith in the best interests of the company; and (3) Seven counts of disseminating information that to his knowledge was false in a material particular and likely to induce the purchase of securities by other persons. The case was filed before the Adelaide Magistrates Court and is being prosecuted by the Commonwealth Director of Public Prosecutions. VILLAGE ROADSHOW: 'Matrix' Investors Demand Money Back ------------------------------------------------------ Village Roadshow faces a major litigation brought by former business partners, who had invested in its film investment scheme, The Age said yesterday. The suit, filed by a group of current and former KPMG partners, including Chief Executive Lindsay Maxsted and former national chairman David Crawford, comes four years after the Australian Taxation Office cracked down on film investment schemes, according to the report. This group is suing in relation to the failed AU$23 million investment in the science flick "The Matrix." They claim that Village, through its subsidiaries: (i) Failed to maintain full accounts and records for the partnership; (ii) Failed to consult the investors regularly; (iii) Approved a large increase in the film's budget without consulting investors; (iv) Failed to ensure the investors had an interest in the movie's sequels. "Whilst the partners have not received any profits, Village has received significant profits from the production and distribution of The Matrix," the plaintiffs claimed. "In its annual report for 2001, Village stated the "The Matrix" 'just go(es) on and on earning and earning as (it is) re-licensed to TV and pay TV'," they said. John Nicholls, an investor who spoke to The Age on behalf of the group, said they had decided to sue after long negotiations with Village broke down. "We invested in The Matrix and in doing so considered the risks involved in film investment and, along with legal and independent advice, believed it was a reasonable investment to make," he said. "The success of The Matrix exceeded expectations and consequently, it is reasonable to expect a return on our investment." Village Roadshow denies the accusations: "It seems amazing that these people, supposedly expert in tax, financial and commercial matters, would claim to have been misled as to the returns they expected to get in an arrangement designed to provide an immediate taxation advantage." According to The Age, this is not the first time "that investors have been on the losing side of a tax-driven film investment scheme involving Village Roadshow films." One group in Brisbane, led by a suburban accountant, invested in the marketing of The Matrix, the paper said. They were accordingly offered a minimum guaranteed return, a share of any net profits from the distribution and marketing of the film, and the possibility of tax advantages. "In return, the manager and promoter of the prospectus received AU$1.45 million in fees and an unspecified 'pecuniary benefit' from a Village Roadshow subsidiary," the paper said. "Village got millions of dollars, virtually interest-free, to help defray production costs." Fortunately, the group was able to recover their original capital, plus 1 percent when after five years into the investment the supposed tax advantages fell through. ============================ C H I N A & H O N G K O N G ============================ 88 FASHION: Bank of China Initiates Winding up Proceedings ---------------------------------------------------------- The High Court of Hong Kong will hear on February 11, 2004 at 9:30 a.m. the petition seeking the winding up of 88 Fashion Limited. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong filed the petition on November 26, 2003. W.I. Cheung & Co. represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing W.I. Cheung & Co., which holds office at Rooms 2501-10 Wing On House, 71 Des Voeux Road Central Hong Kong. BANK OF CHINA: Signs $36 Million Agreement With NCR --------------------------------------------------- NCR Corporation recently signed a contract worth $36 million with the Bank of China, the majority of the bank's financial self-service expenditure for 2003. NCR will provide the bank with Personas automated teller machines (ATMs) with enhanced security features to include the encrypting pin pad (EPP) module. NCR will also provide maintenance services to ensure ATM availability. The Chinese economy continues to grow rapidly as banks face an increasingly competitive environment. With this in mind, Bank of China has recognized the need to further strengthen its ATM network with high quality products and services. The Personas ATMs provided to Bank of China is all produced in NCR's joint venture manufacturing facility in Beijing. A portion of the ATMs has specially designed cash-deposit functions. Such cash-deposit terminals are becoming more popular in China. CK Chan, general manager of NCR's Financial Solutions Division in China and Hong Kong, said, "We are delighted to continue our long-term relationship with Bank of China. I see this investment by the Bank of China as further evidence that NCR continues to provide the highest level of product and service quality. I believe that with the deployment of our technology and engagement of the largest ATM hardware and software service team in China, Bank of China will offer more value-added services to its customers." About NCR Corporation NCR Corporation (NYSE:NCR) is a leading global technology Company helping businesses build stronger relationships with their customers. NCR's ATMs, retail systems, Teradata(R) data warehouses and IT services provide Relationship Technology(TM) solutions that maximize the value of customer interactions. Based in Dayton, Ohio, NCR (www.ncr.com) employs approximately 29,300 people worldwide. NCR and Teradata are trademarks or registered trademarks of NCR Corporation in the United States and other countries. The Chinese government has spent US$45 billion to rescue the Bank of China and China Construction Bank to help the nation's second and third-largest lenders to reduce bad loans before initial public share sales in the next two years, TCR-AP reported recently. China Construction Bank last month met with investment banks to arrange an initial public offer of as much as $5 billion this year and Bank of China targets an IPO in 2005. CONTACTS: NCR Corporation - London Wynne Evans, +44-20-7725-8997 wynne.evans@ncr.com or NCR Corporation - Greater China Area Elaine Wong, (852) 2859-6948 elainenl.wong@ncr.com CHINA OVERSEAS: Winding up Hearing Set February 18 -------------------------------------------------- The High Court of Hong Kong will hear on February 18, 2004 at 9:30 a.m. the petition seeking the winding up of China Overseas (Hong Kong) Development Limited. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong filed the petition on December 9, 2003. Gallant Y.T. Ho & Co. represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Gallant Y.T. Ho & Co., which holds office on the 4/F., Jardine House, No. 1 Connaught Place, Central Hong Kong. EAST SENSE: Court Sets Winding up Hearing February 18 ----------------------------------------------------- The High Court of Hong Kong will hear on February 18, 2004 at 9:30 a.m. the petition seeking the winding up of East Sense Trading Limited. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong filed the petition on December 9, 2003. Gallant Y.T. Ho & Co. represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Gallant Y.T. Ho & Co., which holds office on the 4/F., Jardine House, No. 1 Connaught Place, Central Hong Kong. HUNG TAO: Bank of China Lodges Adverse Winding up Petition ---------------------------------------------------------- The High Court of Hong Kong will hear on February 11, 2004 at 9:30 a.m. the petition seeking the winding up of Hung Tao Trading Company Limited. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong filed the petition on November 26, 2003. W.I. Cheung & Co. represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing W.I. Cheung & Co., which holds office at Rooms 2501-10 Wing On House, 71 Des Voeux Road Central Hong Kong. REFCOMP ASIA: Creditors Must Submit Claims by February 12 --------------------------------------------------------- The creditors of Refcomp Asia Pacific Limited (In Members' Voluntary Liquidation), whose debts or claims have not already been admitted, are required on or before the 12th of February, 2004 to prove by affidavit their debts or claims by sending in their names, addresses and descriptions and full particulars of their debts or claims in accordance with Form 63A of the Companies (Winding-up) Rules, and the names and addresses of their Solicitors (if any) to the Liquidators, are personally or by their solicitors or duly authorized representative, to prove their said debts or claims and to establish any title they may have to priority at such time and place as shall be specified in such notice. Dated this 12th of January, 2004 Julian Kai Wo Chow Joint and Several Liquidator 28/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong Natalia Seng Joint and Several Liquidator 28/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong TRUTH (H.K.): Faces Winding up Petition in HK High Court -------------------------------------------------------- The High Court of Hong Kong will hear on March 3, 2004 at 9:30 a.m. the petition seeking the winding up of Truth (H.K.) Limited. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong filed the petition on December 22, 2003. Chow, Griffiths & Chan represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Chow, Griffiths & Chan, which holds office at Rooms 1902-04, 19/F., Hang Seng Building 77 Des Voeux Road Central Hong Kong. ================= I N D O N E S I A ================= BANK INTERNASIONAL: Bapepam Looks into Share Price Manipulation --------------------------------------------------------------- Indonesia's Capital Market Supervisory Agency (Bapepam) will create a team to investigate the alleged share price manipulation involving PT Bank Internasional Indonesia, Asia Pulse said Tuesday. The move follows the investigation by the Jakarta Stock Exchange (JSX), which sought data from seven brokers about BII's share transactions between October and December last year. "Bapepam has started investigation to follow up an investigation previously conducted by JSX," said Head of Bapepam Herwidayatmo told reporters Tuesday. He declined to identify the brokers JSX had investigated. He pledged to wrap up the probe before, IBRA, the administrator of the bank, is disbanded at the end of next month. ========= J A P A N ========= HAZAMA CORPORATION: S&P Downgrades Rating to 'SD' ------------------------------------------------- Standard & Poor's Ratings Services has lowered its long-term credit rating on midsized general contractor Hazama Corporation to 'SD' (selective default) from 'CC', after the Company completed a debt-for-equity swap. Hazama's debt restructuring, affecting only certain bank debt, constitutes a selective default under Standard & Poor's criteria. The rating on Hazama will be revised pending an examination of the Company's debt servicing abilities after the capital enhancement. The issue of Y11 billion in preferred stock on December 25, 2003, through a Y10 billion debt-for-equity swap from its major creditor banks, Mizuho Corporate Bank Ltd. and Mitsubishi Trust & Banking Corp., moderately enhanced Hazama's capitalization to Y21 billion from �10 billion. The debt-for-equity swap is one of the pillars of Hazama's three-year restructuring plan launched in 2003. "Given the difficult business environment facing the construction industry, however, Hazama is likely to face difficulties in implementing the restructuring plan," said Standard & Poor's credit analyst Junko Miyakawa. In October 2003, the Hazama group was split into two entities, with Aoyama Kanzai Co. Ltd., now the parent of Hazama, inheriting the group's real estate assets. Although Hazama is contractually immune to the debt succeeded by Aoyama Kanzai, the two companies are regarded as closely tied, given their parent- subsidiary relationship. Standard & Poor's therefore considers progress in asset restructuring and debt reduction at Aoyama Kanzai to also be a credit factor for Hazama. MATSUSHITA ELECTRIC: Enters Alliance With Fesco ----------------------------------------------- Matsushita Electric Industrial Co. entered an agreement with First Energy Service Co (Fesco) to procure fuel for its factories in its first such arrangement with a Company unaffiliated with its corporate group, Kyodo News reports. The report said that because Matsushita will buy fuel on behalf of both firms, the size of the transaction will be about 150 percent greater than that of current contracts and that the tie- up strengthens Matsushita's negotiating stance with fuel suppliers. NISSAN MOTOR: European Sales Up 14.5% in 2003 --------------------------------------------- For the whole year 2003, Nissan Europe sold 542,292 units, an improvement of 14.5 percent over 2002 reaching a market share of 3.06 percent in Western Europe. Successful new products such as the new Micra, as well as strong performance in the 4x4 sector with products such as X-TRAIL and Pickup have driven the growth. Mario Canavesi, Senior Vice President Sales and Marketing stated: " Nissan has enjoyed an excellent 2003. The carmaker is confident that the improvement in its sales performance represents the best year-on-year volume increase among the top 15 manufacturers operating in Europe in 2003. This increase is the combined result of the introduction of desirable new products, such as the new Micra, a strengthened network and the ongoing revival of the Nissan Brand epitomized by the launch of the 350Zsports car" In December 2003, Nissan Europe reported total sales of 49,480 vehicles (1) 2003, an increase of 31 percent over the same month in 2002 reaching 3.75%market share in Western Europe. HIGHLIGHTS BY COUNTRY - Nissan in France sold 47,059 units in 2003, up 31.5%compared to 2002. - In Germany, the total 2003 sales figure for Nissan was70,050 units, 9% up compared to 2002. - In Italy, Nissan sold 78,075 units in 2003, up 31% compared to 2002. - In Spain total sales figure for Nissan in 2003 was 62,229units, up 10 percent compared to 2002. - In the UK, Nissan sales for 2003 were 114,641 units, up 7.5 percent compared to 2002. MODEL HIGHLIGHTS - The Micra was Nissan's best-selling European model, sales for 2003 reached 184,000 units, up 70% compared to 2002. - X-TRAIL sales for 2003 reached 51,206 units, up 46% compared to 2002. The X-TRAIL was second best seller within its segment. - Pickup sales for 2003 reached 39,654 units, up 28% compared to 2002. Nissan employs around 12,000 people in its European design, research & development, manufacturing, logistics, and sales & marketing operations. Last year, the company produced a total of 448,513 vehicles units' Spanish and British plants. Nissan Europe's Head Office is based in Trappes (Paris), France. Notes to Editors: (1) The sales figures used are retail sales figures for all of Nissan Europe's markets including the UK, Germany, Spain, Italy, France, Holland, Switzerland, Austria, Belgium, Luxembourg, Portugal, Greece, Ireland, Denmark, Norway, Sweden, Finland, Iceland, Cyprus, Malta, Poland, Czech Republic, Slovakia, Hungary, Romania, the Adriatic States, Bulgaria, the Baltic States, Ukraine, the Commonwealth of Independent States, Turkey, Israel and the French Overseas Territories. NISSAN EUROPE CONTACT: Frank Shepherd, Corporate Communications, Nissan Europe, tel +33 1 30 13 67 65 or email fshepherd@nissan-europe.com or Gilles Gautherot, Corporate Communications, Nissan Europe, tel +33 1 30 13 67 67, email: ggautherot@nissan-europe.com NISSAN MOTORS: Amicus Seeks Meeting with Carmaker ------------------------------------------------- Amicus, the trade union that represents car workers at the Nissan Motor car plant in Sunderland, Wearside, U.K., has written to the carmaker on Monday seeking an urgent meeting to discuss and clarify remarks made last week by the Nissan President and Chief Executive Carlos Ghosn. Duncan Simpson, the Amicus National Officer for the Motor Vehicle Industry, contacted the Company following the remarks made by Mr. Ghosn at the Detroit Auto show concerning the decision over the future replacement for the Almera model that is currently built in the plant. There were press reports on Monday that the Japanese carmaker could be given a regional aid package from the government if it continues to build the Almera mid sized car in Sunderland. In a statement Duncan Simpson said: "Sunderland is the most efficient and productive car plant in Europe and Amicus will be seeking to discuss and clarify on behalf of our members the points Mr. Ghosn has made." There are 4800 workers at Nissan. Amicus membership is over 30 percent and has been steadily rising each month during this year. SEGA CORPORATION: U.S. Unit Appoints New Marketing Executive ------------------------------------------------------------ SEGA(R) of America, Inc., a unit of Sega Corporation, announced that Scott A. Steinberg has returned to the Company as Vice President of entertainment marketing. Mr. Steinberg, who will be responsible for all entertainment marketing and SEGA's consumer brand in North America, will report directly to recently appointed President and chief operating officer Hideaki Irie. In his new role at SEGA, Steinberg will oversee all aspects of product marketing, creative services, interactive marketing, web development, and public relations. Steinberg will work in hand with the sales organization and participate in SEGA's product planning group designed to evaluate development and licensed properties. "Mr. Steinberg is a SEGA veteran who brings a wealth of proven consumer software experience along with sophisticated marketing capabilities on both the strategic and tactical levels," said Hideaki Irie, President and COO of SEGA of America. "We are confident that he will complete our corporate transition and round-out our new management team in North America." Steinberg brings to SEGA more than 16 years of experience marketing entertainment products at companies such as Roxio, Liquid Audio, Eidos Interactive, and Crystal Dynamics. During his tenure at SEGA in the early nineties, Steinberg brought to market 25 SEGA of America game titles, and developed multi- million dollar campaigns for the top-sellers: "X-Men" and "Taz- Mania." Most recently, he led Roxio's marketing and e-commerce efforts and orchestrated the marketing re-launch of the Company's digital music subsidiary, Napster 2.0 as a legal digital music service. Before joining Roxio, he ran branding, interactive marketing and licensing efforts for both Crystal Dynamics and Eidos Interactive. About SEGA SEGA(R) of America is the American arm of Tokyo, Japan-based SEGA Corporation, a $3.5 billion corporation by market capitalization, recognized as a worldwide leader in interactive entertainment both inside and outside the home. The Company develops, publishes and distributes interactive entertainment software products for a variety of hardware platforms including PC, wireless devices, and those manufactured by Nintendo, Microsoft and Sony Computer Entertainment Inc. SEGA of America's Web site is located at www.sega.com. In December, Moody's Investors Service has upgraded Sega Corporation (Sega)'s senior unsecured long-term debt ratings to B1 from B3. The rating outlook is stable. This rating action reflects the Company's improved credit profile, due to greater stability in overall earnings and reductions in debt. However, stabilizing the operating performance of its consumer business remains a major challenge. The ratings also incorporate the sound and stable support Sega receives from major financial institutions. This rating action concludes the review initiated on November 10, 2003. Moody's notes that Sega has significantly improved its debt levels, reducing consolidated debt to Yen 59.7 billion as of 9/2003 from Yen 120.1 billion as of 3/2001, while at the same time keeping sufficient cash on hand. In addition, Sega has maintained good and stable relationships with its major lenders, which can support liquidity, should the need arise. CONTRACTS: SEGA of America Bret Blount, 415-701-3814 bret.blount@segaamerica.com or Access Communications Kristin Calcagno, 415-844-6286 kcalcagno@accesspr.com ========= K O R E A ========= HANARO TELECOM: FSC Levies W500M Fine ------------------------------------- The Financial Supervisory Commission (FSC) has fined Hanaro Telecom Inc. the amount of 500 million won for its failure to file a securities registration report with the Korean agency upon issuance of bonds with warrants in March 2001, filed with Korea Securities Dealers Association Automated Quotation Market (KOSDAQ) and the Financial Supervisory Commission of Korea on January 6, 2004. PAYMENT OF FINE FOR VIOLATION OF THE OBLIGATION TO FILE SECURITIES REGISTRATION REPORT FOR THE 13TH BONDS WITH WARRANTS (DETACHABLE) UPON ISSUANCE DETAILS 1) Supervisory organization: Securities and Derivatives Committee 2) Ground for violation: On March 6, 2001, Hanaro Telecom, Inc. issued US$100 million (KRW123.6 billion) Euro Bonds with Warrants (BW) with Tongyang Securities as the lead manager. Despite the fact that there was a subscription of the BW amounting to US$70 million (KRW86.5 million), by a local investor, Hyundai Investment Trust Management, Hanaro failed to file a securities registration report with the Financial Supervisory Commission. 3) Details of the fine: In accordance with the provision of Article 206-11-1 of the Securities & Exchange Act of Korea, Hanaro is subject to a fine amounting to KRW500 million. 4) Payment due: March 4, 2004 OTHERS Date of receipt of notice: January 6, 2004 HANARO TELECOM: Discloses Possible Acquisition of Dreamline ----------------------------------------------------------- Hanaro Telecom Inc. issued a disclosure regarding its possible acquisition of Dreamline's broadband Internet access business for which there has been no material development, filed with Korea Securities Dealers Association Automated Quotation Market (KOSDAQ) on January 5, 2004. In a disclosure to the Securities and Exchange Commission, the Company has been studying the feasibility of a possible acquisition of Dreamline's broadband Internet access business. There has been no material development since its last local filing on December 5, 2003 and the notice of correction regarding the business acquisition agreement with an affiliate filed on December 9, 2003. The Company will make a timely filing on any future developments going forward. * Date of relevant local filings: June 9, 2003, July 9, 2003, August 8, 2003, September 8, 2003, September 26, 2003, October 8, 2003, November 7, 2003, December 5, 2003. KOREA EXCHANGE: Cuts 360 Employees to Stay Afloat ------------------------------------------------- Korea Exchange Bank (KEB) Credit Service will lay off 360, or 54 percent, of its 662 full-time employees, as part of its self- rescue efforts, Asia Pulse reports. The surprise announcement on painful self-rehabilitation move came on the eve of the credit card firm's merge into its parent, Korea Exchange Bank. Meanwhile, the Korea Herald reported that Labor union members at debt-ridden Korea Exchange Bank Credit Service Co. plan to launch a strike on January 13 to protest plans to lay off more than 50% Company's total work force. KEB Credit is South Korea's fifth-largest credit card issuer with 7.5 million cardholders. Like other credit-card companies, KEB Credit has been buried by a flood of delinquencies by cardholders who overspent in 2002, when issuers made credit cards easily available. By September, KEB Credit's debt was more than 2.4 trillion won. KOREA EXCHANGE: Faces Liquidation if Union Blocks Merger Plan ------------------------------------------------------------- Korea Exchange Bank Credit Service (KEB Card) might be liquidated if its labor union blocks a merger with its parent firm Korea Exchange Bank (KEB), the Korea Herald reports. About 582 union members of KEB Card submitted resignations to Cheong Wa Dae and the Ministry of Finance and Economy (MOFE) earlier this week to protest the scheduled merger with its banking affiliate and to oppose a 50 payroll cut. The Financial Supervisory Service (FSS) official said there is nothing that the FSS could do about the feud between KEB and KEB Card, who are planning to merge late next month. SK CORPORATION: Judge Kim Yeon-Hak OKs 10.4% Stock Sale ------------------------------------------------------- SK Corporation wants to sell 10.4 percent of its shares to Korean allies, like Hana Bank, and other local bank lenders, which would give them stock voting rights. Sovereign Asset Management Ltd., SK Corp.'s biggest foreign shareholder, however, objects to SK Corp's plan. Sovereign asked a Seoul court to stop SK Corp. from proceeding with the sale. Bloomberg News' In-soo Nam reports that Sovereign fears that the sale would dilute its voting rights. Sovereign, together with Hermes Investment Management Ltd. and other shareholders, plan to vote out members of SK Corp.'s board, at a shareholders' meeting in March 2004, when six of the 10 board members are up for re- election. Sovereign believes that the shares should be offered to all shareholders. Judge Kim Yeon-hak of South Korea's Seoul District Court, however, finds that the sale does not violate any of South Korea's laws. Accordingly, Judge Kim Yeon-hak permits SK Corp. to consummate the sale. (SK Global Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000) =============== M A L A Y S I A =============== LION CORPORATION: Unveils Debt Payment Proposal ----------------------------------------------- Reference is made to the announcement dated 23 December 2003 by Lion Corporation Berhad (LCB) regarding the issuance of notices of meetings dated 22 December 2003 to the holders of the Bonds (Bondholders) and the holder of the LCB Debts (LCB Debt Holder) to seek, amongst others, the approval of the relevant Bondholders and the LCB Debt Holder: i) To vary the redemption dates for the Bonds and the scheduled dates for the repayment of the LCB Debts of 31 December 2003 and 31 December 2004; and ii) To modify or amend certain provisions contained in the Trust Deed constituting the Bonds and the LCB Facility Agreement constituting the LCB Debts (hereinafter (i) and (ii) are collectively referred to as the Proposed Variation); and iii) To waive the occurrence of an event of default under the terms of the Trust Deed and LCB Facility Agreement in the event the requisite approval of the term loan lenders of Megasteel Sdn Bhd, a subsidiary of the Company, for the rescheduling of the term loan repayment (Rescheduling of Repayment) is not obtained on or before 31 December 2003 subject to the requisite approval of the term loan lenders for the Rescheduling of Repayment is obtained on or before 31 March 2004 (Proposed Waiver). The Board of Directors of LCB announced that at the meetings of the Bondholders and LCB Debt Holder held earlier today, all the resolutions tabled thereat in relation to the Proposed Variation and the Proposed Waiver were duly passed except for the Class A Special Resolution (the said Resolution) to vary the redemption date for the Bonds of 31 December 2003 and 31 December 2004 affecting the Class A Bondholders. The meeting to consider the said Resolution has been adjourned to 14 January 2004 at 4.00 pm at Level 48, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur. LION INDUSTRIES: Issues Debt Restructuring Update ------------------------------------------------- Reference is made to the announcement dated 23 December 2003 by Lion Industries Corporation Berhad (LICB) regarding the issuance by the Company and LLB Harta (L) Limited of notices of meetings dated 22 December 2003 to the holders of the Bonds (Bondholders) and holders of the SPV Debts (SPV Debt Holders) to seek, amongst others, the approval of the relevant Bondholders and relevant SPV Debt Holders: i) To vary the redemption dates for the Bonds and the scheduled dates for the repayment of the SPV Debts both of 31 December 2003 and 31 December 2004; and ii) To modify or amend certain provisions contained in the Trust Deed constituting the Bonds and the SPV Facility Agreement constituting the SPV Debts. (hereinafter referred to as the Proposed Variation) The Board of Directors of LICB announced that at the meetings of the Bondholders and SPV Debt Holders held on Monday, all the resolutions tabled thereat in relation to the Proposed Variation were duly passed. Following thereto the Company shall proceed to seek the approval of the Securities Commission and Bank Negara Malaysia (in respect of the SPV Debts), for the Proposed Variation. MECHMAR CORPORATION: Issues Default Notice ------------------------------------------ Mechmar Corporation (Malaysia) Berhad announced no changes in the repayment schedules of the list of loans in default since November 2003. For a copy of the list of loans in default as at 31 December 2003 for your reference, go to http://bankrupt.com/misc/Mechmar011304.xls NALURI BERHAD: Issues Restructuring Scheme Update ------------------------------------------------- Alliance Merchant Bank Berhad, on behalf of the Board of Directors of Naluri Berhad (Special Administrators Appointed) (Naluri) had submitted an application dated 9 September 2002 to the Securities Commission (SC) in respect of the following proposals: (i) Proposed bonus issue of up to 828,594,632 new Naluri ordinary shares of RM1.00 each (Naluri share) on the basis of one (1) new Naluri share for every existing Naluri share held to be credited as fully paid-up by capitalizing from the share premium account of the Company; and (ii) Proposed utilization of proceeds in relation to the then funding requirements for Tegas Consolidated Sdn Bhd, proposed capital repayment and working capital required by Naluri. Further to the above, Aseambankers Malaysia Berhad (Aseambankers), on behalf of Naluri, had submitted an application dated 30 December 2003 to the SC in respect of the following proposals: (i) Proposed Naluri Capital Restructuring Scheme; (ii) Proposed SHB Investment; (iii) Proposed SHB Property Acquisition; (iv) Proposed UI Group Acquisition; and (v) Proposed Utilisation of MAS Proceeds. As defined in the said application and as announced by Aseambankers on 13 December 2003, 19 December 2003 and 31 December 2003. In view that the application dated 30 December 2003 is presently being reviewed by the SC, the Special Administrators of the Company announced that the Company had vide its letter dated 9 January 2004 to the SC withdrawn the application dated 9 September 2002 submitted by Alliance Merchant Bank Berhad. This announcement is dated 12 January 2004. OCEAN CAPITAL: Aims to Regularize Financial Condition ----------------------------------------------------- Ocean Capital Berhad announced that it is deemed to be an affected issuer based on paragraph 2.1(b) of Practice Note 10 (PN 10), which is in relation to the level of operations. Under paragraph 2.1 (b) of PN 10, the listed issuer has suspended or ceased: (i) All of its business or its major business; or (ii) Its entire or major operations, for any reasons whatsoever including, amongst others, due to or as a result of: (a) The cancellation, loss or non-renewal of a license, concession or such other rights necessary to conduct its business activities; (b) The disposal of the listed issuer's business or major business; or (c) A court order or judgment obtained against the listed issuer prohibiting the listed issuer from conducting its major operations on grounds of infringement of copyright of products etc. As an affected listed issuer pursuant to PN10, OCEAN must comply with the obligations set out in paragraph 6 of PN 10. However, as announced to the Exchange on 22 April 2003, OCEAN is also an affected issuer pursuant to Practice Note No. 4/2001 (PN 4). The Exchange has informed OCEAN that the requirements and obligations set out in PN 4 would prevail over the requirements and obligations under PN 10. OCEAN will strictly comply with the requirements and obligations under PN 4, in particularly the time frame prescribed in PN 4 to regularize its financial conditions. It is expected that Ocean's regularization plan would address both its financial condition and the Group's level of operations to warrant a continuing listing on the Official List of the Exchange. This announcement is dated 12 January 2004. OMEGA HOLDINGS: SC OK's Restructuring Scheme Proposal ----------------------------------------------------- Omega Holdings Berhad refers to the announcement dated 3 September 2003 of which it was announced that the Securities Commission (SC) had approved the Proposed Restructuring Scheme. Further to the announcement, Affin Merchant Bank Berhad (Affin Merchant), on behalf of Omega, had applied to the SC on 13 November 2003 for a revision to the Proposed Offer for Sale of Energro Shares by MASB of which the entire 47,500,000 Energro Shares will instead be placed out by MASB to selected investors. Affin Merchant is pleased to announce that the SC has, vide its letter dated 8 January 2004 (which we received on 9 January 2004) approved the said revision, subject to Affin Merchant/Energro/Omega fully complying with the requirements in relation to placement of shares as provided under the SC's Policy and Guidelines on Issue/Offer of Securities. (Collectively referred to as the Proposed Restructuring Scheme) (i) Proposed Acquisition of Omega by Energro Berhad (Energro); (ii) Proposed Scheme of Arrangement; (iii) Proposed Transfer of Business; (iv) Proposed Acquisition of Milan Auto Corporation Sdn Bhd by Energro; (v) Proposed Waiver from the Mandatory General Offer; (vi) Proposed Special Issue; (vii) Proposed Offer for Sale of Energro Shares by Scheme Creditors; (viii) Proposed Offer for Sale of Energro Shares by Milan Auto Sdn Bhd (MASB); (ix) Proposed Listing Transfer; and (x) Proposed Disposal of Omega Group. PARK MAY: 1.9 Million New Shares to Start Trading Today ------------------------------------------------------- Subject: Park May conversion of RM3,781,380 nominal value of Irredeemable convertible unsecured loan stocks into 1,990,200 new Ordinary shares (conversion) Kindly be advised that the abovementioned Company's additional 1,990,200 new ordinary shares of RM1.00 each arising from the aforesaid Conversion will be granted listing and quotation with effect from 9:00 a.m., Thursday, 15 January 2004. The company said last week it is preparing the application on the Proposed Restructuring Scheme for purposes of submission to the relevant authorities. Barring unforeseen circumstances, the Company expects to submit the application for the Proposed Restructuring Scheme to the relevant authorities by 11 February 2004, in line with the requirement of PN4 of the KLSE Listing Requirements. PILECON ENGINEERING: Withdraws Winding Up Petition -------------------------------------------------- Further to the announcement made by Pilecon Engineering Berhad (PEB) on 9 October 2003 with regards to the winding-up petition served by Timuran Engineering Sdn Bhd onto Corroless, a subsidiary of PEB for a claim of RM13,625.00 (the Petition), PEB announced that the Petition has been withdrawn. ===================== P H I L I P P I N E S ===================== DMCI HOLDINGS: Unit files for Rehabilitation --------------------------------------------- On January 9, 2004, D.M. Consunji, Inc. (DCMI), the wholly owned Flagship Construction Company of DMCI Holdings Inc., initiated with the Regional Trial Court of Mandaluyong a petition for the Corporate Rehabilitation of Universal Rightfield Property Holdings, Inc. (URPHI). DMCI has substantial receivables due and outstanding from and is a major creditor of URPHI. For a copy of the press release, http://www.pse.org.ph/html/disclosure/pdf/dc2004_114_DMC.pdf DMCI HOLDINGS: Issues Update on Redemption of Preferred Shares -------------------------------------------------------------- Further to Circular for Brokers No. 3824-2003 dated December 1, 2003, DMCI Holdings, Inc. (DMC), through SEC Form 17-C dated January 5, 2004, disclosed that: "Of the total preferred shares issued, below is the remaining balance after taking into account the following: 2,400,000 total number of preferred shares issued by the Company (596,895) shares held as of April 5, 2002 (1,153,854) shares redeemed for the period of April 9 to December 31, '02 (50,770) shares redeemed for the period of January 1 to August 31, '03 [50 feb 1-28] [19,030 mar 1-31] [20 April 1-30] [1,670 May 1-30] [none June 1-30, 2003] [none July 1-31, 2003] [none August 1-31, 2003] [19,200 September 1-30, 2003] [10,800 - October 1-31] [5,000 - November 1-30] [6,400 - December 1-31] (145,391) acquired by D.M. Consunji, Inc. (179,100) redemption as agreed with the shareholders as of August 31, 2003 [10, 000-redeemed April 2, 2003] 262,590 remaining number of outstanding preferred shares" In view thereof, a total of 6,400 preferred shares redeemed for the month of December should be delisted from the official registry of the Philippine Stock Exchange effective Wednesday, January 7, 2003. This brings the number of the Company's outstanding referred shares to 262,590. The Troubled Company Reporter-Asia Pacific reported in October that DMCI Holdings Inc. has restructured 2.4 billion pesos worth of convertible preferred shares that fell due in April 2002. The Company incurred a net loss of 160. 585 million pesos in the nine months to September, compared with a year-earlier profit of 30.813 million. PHILIPPINE LONG: Posts Changes in Ownership of Securities -------------------------------------------------------- In compliance with Section 13 of the revised disclosure rule of the Philippine Stock Exchange (PSE), the Philippine Long Distance and Telephone Co. (PLDT) informed the PSE of the changes that have taken place in the shareholdings of PLDT Director Ray C. Espinosa. Date of No. of Shares No. of shares Price No. of shares Transaction acquired disposed beneficially owned Jan. 5, 2004 1000 1020/share 1700 PHILIPPINE LONG: Clarifies Rate Settlement Report ------------------------------------------------- The Philippine Stock Exchange (PSE) refers to the Philippine Long Distance and Telephone Co. (PLDT)'s fax letter dated January 12, 2004 requesting for clarification/confirmation of the news article entitled "PLDT, AT&T ends rates row" published in the January 13 issue of the Philippine Daily Inquirer. The PSE confirm that PLDT has signed an interim agreement with American carrier, AT&T, for termination rates of calls originating from the U.S. and terminating in the Philippines via direct circuits. For a copy of PLDT's press release, go to http://www.pse.org.ph/html/disclosure/pdf/dc2004_116_TEL.pdf ================= S I N G A P O R E ================= BEST INVESTMENT: Creditors Must Submit Claims by February 4 ----------------------------------------------------------- Notice is hereby given that the creditors of Best Investment Holdings Pte Ltd (In Members' Voluntary Winding-Up), which is being wound up voluntarily, are required on or before 4 February 2004 to send in their names and addresses and the particulars of their debts or claims, and the names and addresses of their Solicitors (if any), to the undersigned, the Liquidator of the said Company, and if so required by notice in writing from the said Liquidator or by their Solicitors or personally to come in and prove their said debts or claims at such time and place as shall be specified in such notice or in default thereof they will be excluded from the benefit of any distribution made before such debts are proved. Dated this 5th day of January 2004. STEVEN TAN CHEE CHUAN Liquidator. 138 Cecil Street #15-00 Cecil Court Singapore 069538. EAST ASIA: Issues Debt Claim Notice to Creditors ------------------------------------------------ Notice is hereby given that the creditors of East Asia (Gsa Services) Pte Ltd. (In Members' Voluntary Winding Up), which is being voluntarily wound up, are required on or before 19th January 2004 to send in their names and addresses and the particulars of their debts or claims and the names and addresses of their solicitors (if any) to the under mentioned liquidator at 112 Middle Road, #07-03 Midland House, Singapore 188970 and if so required are to come in and prove their debts or claims as shall be specified or in default will be excluded from the benefit of any distribution made before such proof. Dated this 19th day of December 2003. SIM GUAN SENG Liquidator. MACLLOYD INDUSTRIAL: Issues Notice to Prove Debt for Publication ---------------------------------------------------------------- Maclloyd Industrial Pte Ltd. (Under Judicial Management) issued a notice to prove debt or claim for publication as follows: Address of registered office of abovenamed Company: 31 Sungei Kadut Street 2 Sungei Kadut Industrial Estate Singapore 729243. Number of Matter: Originating Petition No. 20 of 2003/G. Last day for receiving proofs: 26th January 2004. Name of Judicial Manager: Timothy James Reid. Address: c/o Ferrier Hodgson, 50 Raffles Place, #44-05 Singapore Land Tower, Singapore 048623. Dated this 9th day of January 2004. TIMOTHY JAMES REID Judicial Manager. NEPTUNE ORIENT: Posts Changes in Shareholder's Interest ----------------------------------------------------- Neptune Orient Lines Limited issued a notice of changes in shareholder/Director Lim How Teck's interest: PART I 1. Date of notice to issuer: 12/01/2004 PART II 1. Date of change of shareholding: 26/12/2003 2. Name of Registered Holder: LIM HOW TECK 3. Circumstance(s) giving rise to the interest or change in interest: Others Please specify details: Award of NOL Shares pursuant to NOL's Performance Share Plan 4. Information relating to shares held in the name of the Registered Holder: No. of shares held before the change: 631,089 As a percentage of issued share capital: 0.044 No. of shares which are the subject of this notice: 150,000 As a percentage of issued share capital: 0.011 Amount of consideration (excluding brokerage and stamp duties) per share paid or received: NIL No. of shares held after the change: 781,089 As a percentage of issued share capital: 0.055 PART III 1. Date of change of interest: 2. The change in the percentage level: From percent to percent 3. Circumstance(s) giving rise to the interest or change in interest: 4. A statement of whether the change in the percentage level is the result of a transaction or a series of transactions. PART IV 1. Holdings of Substantial Shareholder, including direct and deemed interest: Deemed Direct No. of shares held before change: 631,089 % of issued share capital: 0.044 No. of shares held after change: 781,089 % of issued share capital: 0.055 Based on NOL's paid up capital of 1,427,776,309 as at 09/01/2004. RIOT ENTERTAINMENT: Issues Dividend Notice ------------------------------------------ Riot Entertainment Asia Pte Ltd. issued a notice of intended dividend as follows: Address of Registered Office: Formerly of 36 Robinson Road #18- 01 City House Singapore 068877. Court: Supreme Court, Singapore. Number of Matter: Companies Winding Up No. 600134 of 2002. Last Day for Receiving Proofs: 23rd January 2004. Name & Address of Liquidator: The Official Receiver The URA Centre (East Wing), 45 Maxwell Road #06-11, Singapore 069118. Dated: 9th January 2004. CHAN WANG HO Assistant Official Receiver. SENG HUP: Releases First Interim Dividend Notice ------------------------------------------------ Seng Hup Electric Company (Singapore) (In Creditors' Voluntary Liquidation) issued a notice of preferential dividend pursuant to section 328 (b) of the Companies Act, Chapter 50: Address of Liquidator's Office: 8 Cross Street #17-00 PWC Building Singapore 048424. Name of Liquidator: Goh Thien Phong. Amount percentum: 50 cents per dollar of all admitted preferential claims. First and Final or Otherwise: First Interim. When payable: 16th January 2004. Where payable: 8 Cross Street #17-00 PWC Building Singapore 048424. Dated this 9th day of January 2004. WEE POH: Posts Notice of Shareholder's Interest ----------------------------------------------- Wee Poh Holdings Limited posted a notice of changes in Director Chew Eu Hock's interests: PART I 1. Date of change of shareholding: 12/01/2004 2. Name of Registered Holder: Mr Chew Eu Hock 3. Circumstance(s) giving rise to the interest or change in interest: Others Please specify details: Sale by married trade Information relating to shares held in the name of the Registered Holder: No. of shares held before the change: 200,000,000 As a percentage of issued share capital: 11.7653 No. of shares which are the subject of this notice: 30,000,000 As a percentage of issued share capital: 1.7648 Amount of consideration (excluding brokerage and stamp duties) per share paid or received: S$0.02 No. of shares held after the change: 170,000,000 As a percentage of issued share capital: 10.0005 PART II 1. Date of change of interest: 2. The change in the percentage level: From percent to percent 3. Circumstance(s) giving rise to the interest or change in interest: 4. A statement of whether the change in the percentage level is the result of a transaction or a series of transactions. PART III 1. Holdings of Director, including direct and deemed interest: Deemed Direct No. of shares held before change: 200,000,000 0 % of issued share capital: 11.7653 0 No. of shares held after change: 170,000,000 0 % of issued share capital: 10.0005 0 =============== T H A I L A N D =============== ABICO HOLDINGS: Posts Audit Committee Changes --------------------------------------------- The Board of Directors meeting of ABICO Holdings Public Company Limited held on December 23,2003 passed resolutions appointing Chairman of the Audit Committee and Member of the Audit Committee to replace the resignation of Chairman of the Audit Committee and Member of the Audit Committee as follows: 1. Mr. Khemadhat Sukondhasingha: Chairman of the Audit Committee to replace Miss.Sutini Supachit 2. Mr. Vorathep Lertchaiudomchok: Audit Committee 3. Mr. Chalit Mapiam: Audit Committee 1. Names of members of the Audit Committee are as follows: Remaining terms of holding office Chairman of Audit Committee: Mr.Khemadhat Sukondhasingha 2 year - months Member of the Audit Committee: Mr.Vorathep Lertchaiudomchok 1 year - months Member of the Audit Committee: Mr.Chalit Mapiam1 year - months Secretary of the Audit Committee: Mr.Nimit Atiyoschajon Certificates and Resumes of 1 members of the Audit Committee are attached hereto. 2. The Audit Committee of the Company has the scope of duties and responsibilities, and shall report to the board of directors on: 1. To review the sufficiency, credibility and objectivity of the financial reporting by coordinating with external auditors. 2. To review the adequacy and effectiveness of internal control systems and internal audit functions. 3. To consider and advise the appointment of the external auditors. 4. To review compliance with the securities and Exchange Acts. 5. To consider compliance with all connected transaction disclosures or the conflict-of-interests disclosures. 6. To take care of any other matters assigned to it by board of directors. 7. To report the activities of the audit committee in the company's annual report, which be signed by the chairman of the audit committee. The Company hereby certifies that aforementioned members meet all the qualifications prescribed by the Stock Exchange of Thailand. ADVANCE PAINT: Issues 167,453,025 Warrants for Rights Offering -------------------------------------------------------------- Thailand Advance Paint & Chemical (Thailand) Public Co., Ltd. has issued 167,453,025 warrants for right offering to existing shareholders whose names appeared in the Shareholders Registered Book as of 27th December, 2002. The warrants can be exercised every quarter starting from December 31, 2003 at the exercise ratio 1 warrant: 1 common share. Thus, Advance Pant & Chemical (Thailand) Public Co., Ltd. would like to report the result of exercise of the warrant holders on the date of December 31,2003 as follows: As of January 5th, 2004 Beginning Balance of Warrants 166,198,325 Units Less Exercised Warrants to be common shares 32,124,900 Units Ending Balance of Warrants 134,073,425 Units BANGCHAK PETROLEUM: Posts Details of Common Share-to-DR Swap ------------------------------------------------------------ Subject : Announcement to shareholders regarding rights to swap ordinary shares into Depository Receipts of BCP's Ordinary Shares No. 1/2547 and rights to subscribe the Public Offering Depository Receipts of BCP's Ordinary Shares No. 1/2547 for shareholders who complete the swap intention process Attention: President of the Stock Exchange of Thailand BCP is under the process of increasing paid-up capital by issuing 3,000 Million Baht ordinary shares. Such shares will be offered to public investors in form of DR, issued by Siam DR Company Limited ("Siam DR"). Besides DR's normal features of providing benefits to DR holders similar to Ordinary shares, this DR has a special "Capital Protection" feature provided by the Ministry of Finance ("MOF") by guaranteeing DR selling price at its 10th anniversary at Baht 13 per DR, which is equal to DR's initial public offering price (information of DR is provided in the Prospectus of BCP and Siam DR for Public Offering of Capital Increase Ordinary Shares in form of DR of BCP's Ordinary Shares (the "Prospectus"), posted in the Web site of the Office of Securities and Exchange Commission (http://www.sec.or.th) To provide opportunity for existing and new shareholders of BCP to receive the benefit of 10th anniversary guaranteed selling price of Baht 13 per DR by MOF, by the Cabinet resolution dated December 16, 2003, the existing shareholders are entitled to rights to swap existing ordinary shares to DR additionally issued for this swap program as followings: (1) Rights to swap existing ordinary shares into DR The existing shareholders of BCP have the rights to swap their ordinary shares into DRs at the swap ratio of 10 ordinary shares to 9 DRs. Shareholders can exercise the swap rights at the office of Finansa Securities Limited during January 20-22, 2004, during the hours of 9:00 a.m. - 4:00 p.m. MOF and PTT Public Company Limited, the major shareholders of BCP, have the rights to swap their ordinary shares into DRs at the swap ratio of 10 ordinary shares to 5 DRs. Both the shareholders have already expressed their intention to swap their shares. If the number of the DR to be received by the person having the intention as calculated from the Securities Swap Ratio results in a fraction of number of DR of less than 1 unit, such fraction will be cancelled and the DR Issuer, BCP and Securities Swap Agent shall not be responsible for any damages incurred from the cancellation of such fraction to the person having the intention. (2) Rights to subscribe the Public Offering DR for existing shareholders who complete the swap intention process The shareholders who complete the swap intention process will have rights for the allotment of the Public Offering DR at the subscription ratio of 10 ordinary shares to 4 Public Offering DR, at the initial offering price of Baht 13 per DR. Shareholders who intend to exercise their rights will have to submit Form of Securities Swap and other required documents at the office of Finansa Securities Limited during January 26 - 27, 2004. However, MOF and PTT Public Company Limited have no rights for the allotment of the Public Offering DR above mentioned. If the number of the Public Offering DR to which the person having the intention will be allotted as calculated from the Subscription Ratio results in a fraction of number of Public Offering DR of less than 1 unit, such fraction will be cancelled and the issuer, BCP and lead underwriters shall not be responsible for any damages incurred from the cancellation of such fraction to the person having the intention who subscribes for the Public Offering DR. (3) Information of securities swap and subscription for allocated Public Offering DR -- Securities Swap Agent: Finansa Securities Limited TISCO Tower 8th Floor 48/14-15 North Sathorn Road, Bangrak Bangkok 10500 Phone: 0-2697-3747 or 0-2697-3766 Fax: 0-2697-3760 Contact Persons: Khun Kanthip Ngamrungnirun or Khun Duangporn Raveya -- Procedure to Receive Form of Intention of Securities The person having the intention can receive the documents of Information of Securities Swap and Form of Intention of Securities Swap at the office of the Securities Swap Agent or the brokers of the person having the intention on the business days during the period from January 13 - 22, 2004 during the hours of 9:00 a.m. to 4:00 p.m., except for the bank holidays, or can download such documents from the website of http://www.finansa.comor http://www.bangchak.co.th -- Securities Swap Procedure (1) The person having the intention shall complete and sign the form of Intention of Securities Swap correctly and clearly. If the person having the intention is a juristic person, the person who signs the form of Intention of Securities Swap shall be the authorized person as specified in the affidavit of the company with the company's seal (if applicable) or as specified in the power of attorney. (2) The person having the intention shall enclose the following documents: 2.1 If shares are held in certificate form, the share certificate(s) shall be endorsed by signature in blank in the column headed "signature of the transferor" on the back of each share certificate in respect of the entire number of shares intended to be swapped and enclose the duly signed documents mentioned in Clause 2.3. as the case may be. 2.2 If shares are held in scripless form as shares deposited with Thailand Securities Depository Company Limited ("TSD"), the person having the intention must contact his/her broker to transfer scripless shares into the following account: -- Domestic shares intended to be swapped Account name "Finansa Securities Limited for Securities Swap" Account number 033-030002-3 or -- International shares intended to be swapped Account name "Finansa Securities Limited for Securities Swap" Account number 033-930002-0 2.3 Other required documents Where the person having the intention is: Thai individual -- A certified copy of the Identification Card, Civil Servant Identification Card or State Enterprise Employee Card; in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her house registration is also required. Foreign individual -- A certified copy of his/her Alien Certificate or passport. Thai Juristic person -- A copy of the affidavit issued by the Ministry of Commerce not more than 3 months prior to the last day of the Securities Swap Period certified by authorized signatory(ies) of the juristic person; and -- A certified copy of the Identification Card, Civil Servant Identification Card or State Enterprise Employee Card of the authorized signatory(ies); in case of the Civil Servant Identification Card or State Enterprise Employee Card, a certified copy of his/her house registration is also required. In case of the authorized signatory(ies) is a foreigner, a certified copy of his/her Alien Certification or passport is required. Foreign Juristic person -- A copy of the certificate of incorporation and the affidavit issued by an authorized officer of the juristic person or regulatory body of the country where the juristic person is domiciled, which certifies the name of the juristic person, the person(s)authorized to bind the juristic person, head office location and any condition to the power of such authorized person(s) to bind the juristic person (which affidavit must have been issued not more than 12 months prior to the last day of the Securities Swap Period); all such of documents must be certified by the authorized signatory(ies) of the juristic person; and a certified copy of each of the documents must be certified by the notary public in the country where the documents were prepared and then authenticated by an official of the Thai Embassy or of the Thai Consulate in the country where the documents were prepared. -- A certified copy of passport of the authorized signatory(ies). Juristic person not carrying on business in Thailand - - The person having the intention shall declare the cost of the securities to be swapped by completing and submitting the Form of Declaration of Securities Cost in Appendix 3 for withholding tax calculation purposes. The withholding tax will be calculated from the difference between the value of DR that the person having the intention will receive and the securities cost. If the person having the intention fails to declare the securities cost, the Securities Swap Agent will determine the amount of the withholding tax by assuming the cost of securities to be swapped of the person having the intention equal to zero. -- The person having the intention shall make a payment of withholding tax, on the submission date of the Form of Intention of Securities Swap, in forms of cheque, cashier cheque or draft made out to "Finansa Securities Limited" dated the submission date of the Form of Intention of Securities Swap. Such cheque, cashier cheque or draft shall be issued only by the banks in Bangkok and the parameter where the payment can be collected within the next business day. 2.4 Where the person having the intention is represented by an authorized representative, the documents required are the power of attorney appointing the authorized representative as stated in Appendix 4 affixed with Baht 10 stamp duty and a certified copy of each of the documents set out in Clause 2.3 as the case may be. 2.5 Any other document as required by the Securities Swap Agent. Delivery of DR It is expected that the person having the intention who has submitted the Form of Intention of Securities Swap and other required documents correctly and completely will be entitled to receive the DR on February 3, 2004. The person having the intention shall instruct one of the followings: 1. The person having the intention has a security trading account. In this case, TSD will transfer the DR into the securities trading account of the person having the intention under scripless system and the person having the intention will be able to sell the DR in the Stock Exchange of Thailand immediately after the Stock Exchange of Thailand approves the trading of the DR in the Stock Exchange of Thailand. 2. The person having the intention does not have a security trading account The person having the intention will deposit the DR in Siam DR account number 600. In this case, Siam DR will deposit the DR with TSD and TSD will record the number of the DR in Siam DR account number 600 and issue an evidence to the person having the intention within 45 days from the last day of the Securities Swap Period. The person having the intention will be able to sell the DR in the Stock Exchange of Thailand after the Stock Exchange of Thailand approves the trading of the DR in the Stock Exchange of Thailand and after transferring the DR into the securities trading account that the person having the intention later opens with a broker, which will be subject to the fee specified by TSD. -- Trading Date It is expected that the DR will start trading in the Stock Exchange of Thailand on February 5, 2004 (If there is any change, BCP shall inform the Stock Exchange of Thailand in advance.) Please note that the above mentioned securities swap is not mandatory. Each shareholder has a right to make his/her own decision. Shareholders who have submitted the Form of Intention of Securities Swap and other required documents shall not cancel his/her intention of the securities swap. Yours sincerely, Watcharapong Saisuk Assistant Vice President Corporate Planning Office Corporate Planning Office Tel: 0-2335-4583 EMC PUBLIC: Issues Reorganization Plan Update --------------------------------------------- Reference is made to EMC Public Company Limited, which holds the status of a Company having its ordinary shares listed on the Stock Exchange of Thailand (the SET) and which has entered into the business reorganization plan pursuant to the Bankruptcy Act. The SET has required the Company to submit the progress report in accordance to the business reorganization plan. The Company through EMC Power Company Limited, the plan administrator, hereby informs you that the Company has completely registered the reduction of capital by mean of decrease the par value of the share from Baht 10 per share to Baht 1 per share. This results to the decrease of paid-up capital of the Company from Baht 677,954,310 to Baht 67,795,431 on January 5, 2004 TPI POLENE: Posts Additional Details on Capital Increase -------------------------------------------------------- To: The President The Stock Exchange of Thailand Re: Capital Increase Report Attachment: Form 53-4 TPI Polene Public Company Limited would like to submit to the Stock Exchange of Thailand the Form 53-4 regarding the capital increase of the Company. Please be informed accordingly. Best regards, Prachai Leophairatana Chief Executive Officer (F 53-4) Capital Increase Form TPI POLENE PUBLIC COMPANY LIMITED January 12, 2004 TPI Polene Public Company Limited ("TPIPL" or the "Company") would like to report the details of the capital increase and the allotment of new shares as follows: (1) Capital increase On June 27, 2001, the Central Bankruptcy Court approved the increase of the registered capital of the Company by Baht 19,740,000,000 from Baht 5,075,000,000 to Baht 24,815,000,000, divided into new 1,974,000,000 ordinary shares, at a par value of Baht 10 each. (2) Share allotment At the Company's Plan Administrator meeting no. 12/2003 on December 26, 2003, it was unanimously resolved and approved to allot the new 300,000,000 ordinary shares through Public Offering and/or Private Placement with an allowance to increase the additional new 100,000,000 ordinary shares in case there is an excess of demand for such shares and to authorize the management to determine the offering price and an appropriate method of share offering. Since TISCO Securities Company Limited, as the Lead Manager for the share offering through the public offering, determined the offering price at Baht 37 per share, the management considered and agreed to determine the offering price at Baht 37 per share as determined by the Lead Manager with details as follows; (2.1) Share allotment Allotment of # of Ratio Offering Remark Ordinary Shares: (existing: Price per Shares: new) share (Baht) Public 300,000,000 - 37 - Offering (2.2) The remaining shares after the allotment 1,574,000,000 shares at the par value of Baht 10 each, a total value of Baht 15,740,000,000. (3) Scheduled date for the shareholders' meeting to approve the capital increase/share allotment. Allocation of the aforesaid 300,000,000 shares was made under the Court order on June 27, 2001 and pursuant to the resolution of the Plan Administrator's meeting no. 12/2003 on December 26, 2003. (4) Approval for capital increase/allotment of shares from the relevant government authorities and conditions (if any). On November 24, 2003, the SEC has approved the offering of 300,000,000 shares. (5) Objectives of the capital increase and proceeds utilization (5.1) To retire the debt buy back at discount price and repay the remaining scheme debts under the Master Restructuring Agreement.("MRA") (5.2) To strengthen the capital structure of the Company. (6) Benefits of the Company from the capital increase/share allotment The subscription proceeds will be used to reduce the Company's indebtedness and interest burden, which consequently result in the better operational performance of the Company, such as hike in earning per share., etc. (6.1) The Company's capital structure will be maintained at an appropriate level, which will enable the Company to better perform and achieve strongly financial status. Moreover, it will enable the Company to increase its competitive advantages in the industry. (7) Benefits of the Shareholders from the capital increase/share allotment (7.1) Dividend Payment Policy According to the Reorganization Plan, there is a prohibition on the declaration of dividend payments to shareholders until the earlier of (1) At the end of year 5th of the Reorganization Plan (or within 2004)or (2) The point in time at which 85 per cent of principal outstanding at the commencement of the restructuring has been repaid. The maximum dividend at any time while any amount of the restructured debts remains outstanding shall be limited to 30% of the Cash Sweep in the relevant year. After the completion of the equity fund raising, the Company has a policy to refinance the remaining scheme debts to exit the reorganization process. Accordingly, the dividend payment policy of the Company will no longer be subject to the conditions of the Reorganization Plan. (7.2) Subscribers for this offering will have their rights to receive dividends generated from the operational result commencing from the period subject to the conditions in 7.1. (8) Any other details that might be necessary for the shareholders. (8.1) On December 9, 2003, the Central Bankruptcy Court issued an order that the Company, as the plan administrator, proceeds with the equity raising through public offering. (8.2) Under 2 sets of condition, in case the Company is able to successfully implement and complete the capital fund raising for the amount of at least USD180 million, it is expected that TRIS Rating Co., Ltd. will assign the Company's credit rating of "BBB-" (Triple B minus), which is classified as "investment grade". In case the Company is able to successfully implement and complete the capital fund raising for the amount of USD375 million, it is also expected that TRIS Rating Co., Ltd. will assign the Company's credit rating of "BBB" (Triple B Straight), which is also classified as "investment grade". (8.3) In case that the Company could successfully complete the fund raising of at least USD 180 million, it is expected that the statutory auditor will be able to express the opinion on the financial statements of the Company. (9) Schedule for capital increase/share allotment Procedure Timing (1) The Court approved the Company to June 27,2001 increase the capital from Baht 5,075 million to Baht 4,815 million. (2) The capital increase under the Court June 10,2001 order was registered by the Plan Administrator at the Ministry of Commerce (3) The management accepted the January 9,2004 offering price at Baht 37 per share as determined by the Lead Manager (4) Subscription period January 15,16 and 19,2004 The Company hereby certifies the correctness and the completion of the information contained herein. Yours Faithfully, TPI Polene Public Company Limited The Plan Administrator TRAFFIC CORNER: Posts Additional Details of Day Poets Investment ---------------------------------------------------------------- Attention : President, the Stock Exchange of Thailand Reference : TRAF 004/2003 as at January 12, 2004 Traffic Corner Holdings Public Company Limited ("Company") would like to provide additional information on Subsidiaries of the Investment in Day Poets Company Limited as below: (1) Registration Date : March 7, 2003 (2) Transaction Date : Within January 2004 (3) Financial Statement for Quarter 3/2003 Total Assets 24.09 Million Baht Total Liabilities 19.15 Million Baht Total Shareholders' Equity 4.94 Million Baht Total Revenues 17.11 Million Baht Net Profit (Loss) 2.94 Million Baht (4) Investment value : 16.00 Million Baht (1,333.33 Baht Per Shares) Portion : 60 Percent Investment value included the trade mark value of "A Day" and "Hamburger" which amortized to income statement that used to calculate investment value. The calculation of investment value is from Discounted Cash Flow method form future income statement for 5 year (Assumption : profit for the year is around 6 million Baht that estimated by actual profit for first half year as refer on above) plus premium of investment around 15 percent of cost (5) Net Book Value : 4.94 Million Baht (246.92 Baht Per Shares) It is therefore notified for your information. Yours sincerely Mr. Suraphong Triamchanchai Director ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Ma. Cristina Pernites-Lao, Editors. Copyright 2004. All rights reserved. ISSN: 1520-9482. 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