/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/040407.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, April 7, 2004, Vol. 7, No. 69 Headlines A U S T R A L I A GYMPIE GOLD: Unveils Progress of Receivership GYMPIE GOLD: Issues Voluntary Administration Update NATIONAL AUSTRALIA: Not Selling U.K. and Irish Operations NATIONAL AUSTRALIA: Chairman Outlines Board Renewal Program NEW TEL: Liquidator Sees Solution to Delayed Legal Action QANTAS AIRWAYS: To Form Budget Airline with Sing's Temasek WMC RESOURCES: Enters Alliance With Apex Minerals ZINIFEX LIMITED: Details Official Share Quotation and Trading C H I N A & H O N G K O N G BIG RESOURCES: Date For Hearing of Petition Set BUT KA: Court Issues Notice of Bankruptcy Hearing CHINA NAN: Releases Trading Suspension Notice DELUXE LION: Faces Winding Up Petition HK CONSTRUCTION: Trading Suspended Pending EGM Results KAOMEN INDUSTRIAL: Court Sets Date for Petition Hearing LUNG SIU: Creditors Meeting Set April 22 MI FUNG: Schedules Winding up Hearing PACIFIC PEARL: FSC Prosecutes Director, Shareholder TACTFUL INTERNATIONAL: Winding up Hearing Set April 28 WONG KWOK: Creditors Meeting Set April 14 J A P A N MITSUBISHI MOTORS: Seeks Institutional Investors' Help MITSUBISHI MOTORS: Cuts Production of Models MITSUBISHI MOTORS: JCR Cuts Rating to BB- SHIMIZU KOGYOSHO: General Plumbing Firm Goes Bankrupt SOJITZ CORPORATION: R&I Affirms BB- Rating K O R E A HYNIX SEMICONDUCTOR: KEB Suggests Partial Sale of Stake JINRO LIMITED: Creditors Work on Auction Schedule M A L A Y S I A BERJAYA GROUP: Shares and Warrants On The Rise CONSOLIDATED FARMS: Announces Rights Issue CRIMSON LAND: Discloses Dealings of COO DENKO INDUSTRIAL: Liquidators Appointed to Subsidiaries GADANG HOLDINGS: Subsidiary Lands RM188M Project GEAHIN ENGINEERING: Updates Aquamech Litigation Info HOTLINE FURNITURE: Moves Completion Date For SPAs LANKHORST BERHAD: Listing and Quotation of New Shares MALAYSIAN PACIFIC: Final Meeting of Unit Under Liquidation MANGIUM INDUSTRIES: Announces Resignations and Appointments MBF HOLDINGS: Details Commercial Bank of China Litigation MECHMAR CORPORATION: Updates Status of Defaulted Loans PERNAS INTERNATIONAL: Discloses Results of EGM PERNAS INTERNATIONAL: Enters Land Sale Trust Agreement POS MALAYSIA: Issues Listing and Quotation of New Shares PROTON: Looks To Research And Development Grants PROTON: GEN.2 Model Ready Ahead of Schedule TRONOH MINES: Disposes Of More IJMP Shares UNITED ENGINEERS: Sells Off Ho Hup Shares P H I L I P P I N E S INTERNATIONAL CONTAINER: Posts PhP527M 2003 Net Profit INTERNATIONAL CONTAINER: Posts 31% Increase in 2003 MABUHAY VINYL: Unveils Board of Directors Meeting Results MANILA ELECTRIC: To Initiate Talks With PSALM Next Week MAYNILAD WATER: To Seek Assistance From Thames Water Utilities UNIVERSAL RIGHTFIELD: Waives Rights Over Units Shares VICTORIAS MILLING: Clarifies Date of Stockholders' Meeting S I N G A P O R E GREAT WORLD: Creditors Meeting Set April 15 LKN-PRIMEFIELD: AGM Set For April 23 SHENG BEE: Issues Winding up Order Notice TEAMSPHERE: Issues Derail Listing TONG HUP: Court Sets Date for Petition Hearing WATERMARK INVESTMENTS: Issues Dividend Notice X'TREMECOMMS SOLUTIONS: Date for Hearing of Petition Set T H A I L A N D BANGKOK BANK: Approves New TPI Restructuring Plan MILLENIUM STEEL: Issues Update on Rehabilitation Process PRASIT PATANA: Clarifies Shareholders' Meeting Agenda THAI PETROCHEMICAL: Updates Progress Report of Reorganization - - - - - - - - ================= A U S T R A L I A ================= GYMPIE GOLD: Unveils Progress of Receivership --------------------------------------------- Following their appointment, the Receivers and Managers of Gympie Gold Limited undertook an appraisal of the situation at the Southland Colliery and the Gympie Eldorado Gold Mine, the Company said in a statement. Immediate steps were taken to address the emergency position that developed at the Southland mine in conjunction with the operator, Thiess Contractors. Subsequently, the Receivers and Managers offered for sale Gympie Eldorado Gold Mines Pty Limited, or its assets together with its interests in D'Aguilar Gold Limited. The sale process commenced in January 2004 and was expected to conclude in late March or April 2004. As a consequence of the sale process for the gold assets and general restructuring efforts by senior management and other stakeholders, a significant number of parties engaged with the Receivers and Managers and stakeholders regarding the future of the Group. On 11 March 2004, Gympie Gold Limited announced that a consortium of banks led by Mizuho International Plc (Mizhou) and Investec Bank Australia Limited (Investec) had replaced HSBC Precious Metals Australia and Fortis Banks as its principal bankers. Given the appointment of new bankers, the Receivers and Managers, Ferrier Hodgson, have advised that the sale process previously put in place for Gympie Eldorado Gold Mine and the company's shareholding in D'Aguilar Gold Limited has been put on hold while the consortium concludes its appraisal of the situation. Re-entry at the Southland mine, which was damaged by the fire on 24 December 2003, had been proceeding satisfactorily until 11 March 2004. However, re-entry was then halted due to unsafe conditions including the discovery of further damage and active fire in main-gate roadway about one kilometer from the longwall unit. As a result of these events and consequent safety issues and impact on the re-entry plan then being pursued, the Southland mine was placed on care and maintenance with effect from 17 March 2004. The Receivers have commissioned an expert report on mine safety and the viability of re-entry options, if any. A decision as to the future direction of Southland Coal will be made following receipt of the experts report and consultation with Mizuho/Investec, and Southland Coal's joint venture partner. Background On 30 December 2003, Voluntary Administrators were appointed to Gympie Gold Limited and 11 subsidiary companies (the Group). On that same date, Receivers and Managers were appointed to Gympie Gold Limited and three subsidiary companies. The appointment of Voluntary Administrators and Receivers and Managers followed the unexpected fire incident at the Southland mine in late December 2003. Enquiries Interested parties can direct enquiries to Gympie Gold Limited on (02) 9251 2777 or the Receivers and Managers, Ferrier Hodgson, on (02) 9286 9999. Unsecured creditors should contact the Voluntary Administrators, KPMG, on (02) 9335 7000. For more information, go to http://bankrupt.com/misc/tcrap_gympie0407.pdf GYMPIE GOLD: Issues Voluntary Administration Update --------------------------------------------------- Following the first meeting of creditors held on 7 January 2004, creditors committees for Gympie Gold Limited, Gympie Eldorado Gold Mine Pty Limited and Southland Coal Pty Limited were elected. Fortnightly teleconferences have been held since January to appraise members of the creditors committee regarding developments. On 22 January 2004, the Administrators of Gympie Gold Limited obtained Orders from the Supreme Court extending the convening period for the second meeting of creditors of all 12 companies for which they were appointed until 26 May 2004. In a Company press release, the Administrators applied for the extension to enable sufficient time for the Receivers and Managers to investigate the position at Southland mine, offer the gold assets for sale and determine if any reconstruction or recapitalisation of the Group might be possible. The recent appointment of new bankers may also impact the Group's ability to promote a reconstruction. At this stage and following the recent adverse developments at Southland mine, it has not been possible to conclude an evaluation of the position at the Southland mine to enable any reconstruction proposal to be properly developed. Those investigations are continuing. At the time of convening the second meeting of creditors, the Administrators will send a written report to all creditors, which will include their recommendation for the future of the company. In the absence of any reconstruction or recapitalisation proposal, the Administrators would likely only be in a position to recommend the liquidation of the Group. Accordingly, the outcome of the investigation and appraisals by the new bankers and the Receivers and Managers needs to be completed to allow every opportunity for such a proposal to be developed in the interests of creditors and other stakeholders in the Group. While every effort will be made to enable that process to occur prior to 26 May 2004 (the current period of extension granted by the Supreme Court of New South Wales), the timing remains uncertain because of the difficulties associated with Southland mine and other related factors. Enquiries Interested parties can direct enquiries to Gympie Gold Limited on (02) 9251 2777 or the Receivers and Managers, Ferrier Hodgson, on (02) 9286 9999. Unsecured creditors should contact the Voluntary Administrators, KPMG, on (02) 9335 7000. For more information, go to http://bankrupt.com/misc/tcrap_gympie0407.pdf NATIONAL AUSTRALIA: Not Selling U.K. and Irish Operations --------------------------------------------------------- The new chief executive of National Australia Bank (NAB), John Stewart denies talks that the group is selling its U.K. and Irish operations, Dow Jones reports, citing the Financial Times. Mr. Stewart said they are planning to unify the four European banks, Clydesdale, Yorkshire, Belfast-based Northern and National Irish in Dublin, which need a lot of management attention, according to the Financial Times. NAB is still experimenting with a suitable business model for the operations, including how best to target the affluent markets of the south of England where they have virtually no presence, Mr. Stewart added. NATIONAL AUSTRALIA: Chairman Outlines Board Renewal Program ----------------------------------------------------------- The Chairman of National Australia Bank, Graham Kraehe, on Tuesday set out further details of the process for Board renewal and confirmed the Board's commitment to drive a major culture change within the organization in conjunction with the new CEO, John Stewart. "The National is committed to a continuing process of Board renewal on an orderly basis. The search for two new directors with banking experience has been accelerated and we now have identified candidates from Australia and the UK. If Ms. Walter leaves the board it is intended another director with the appropriate skills would be appointed. These new appointments will be announced over the next few months. Additionally, another director will retire next year." "The three most recent appointments to the Board were made after searches to find people with specific skills, to complement existing Board skills: -Brian Clark with international experience in IT and consumer marketing; -Peter Duncan with international financial management experience; and -John Thorn with international auditing experience at a senior level. Following the new Board appointments, the National will have a Board with average years of service far lower than that of any of the major Australian banks. At that point half of the Board will have less than 3 years experience with the National. The National is a large and complex organization, which is undergoing substantial change. Since the announcement of the foreign currency options trading losses in January 2004, the then CEO and a number of other senior executives have departed. John Stewart and his management team are implementing their change program and continuing to focus on improving financial performance and maximizing shareholder returns. All directors accept a share of accountability for past mistakes. However, any further changes to the Board at this time will be destabilizing and against the interests of shareholders. We need a cohesive and effective board with the requisite experience and corporate memory to support the new management team and in the rebuilding of National's reputation. It would be my intention, subject to shareholder endorsement, to remain Chairman until the National's strategy formulation, operational improvement and Board reconstruction is done. I would expect that this could be achieved over the next few years when I would then hand over the chairmanship in an orderly fashion. This I believe would provide the stability required for the new management team to implement plans which will add to shareholder value. For further information: Brandon Phillips Group Manager, Group Corporate Relations Telephone: 03 8641 3857 Mobile: 0419 369 058 Or visit www.nabgroup.com NEW TEL: Liquidator Sees Solution to Delayed Legal Action --------------------------------------------------------- Lack of funds caused the delay of New Tel's filing of legal action against the telecom company's former directors, The Age reports. But appointed liquidator from PricewaterhouseCoopers Phil Carter sees a solution in the way of seeking a third party to finance the legal action, in which the latter will receive later on a percentage of the funds raised. "There are commercial litigation funding agencies around that will do that," Mr. Carter said. Under these sort of funding arrangements, the agencies typically receive 33 per cent to 40 per cent of the final amount, giving them a substantial slice of what is expected to be New Tel's most valuable asset in liquidation. Mr. Carter said legal action against former directors for trading while insolvent would start within one or two months. He also said that actions for trading while insolvent were potentially the biggest item and would target company directors. Debts include $2.7 million owed to a preferential creditor, and $34.2 million in unsecured debt, most of which is owed to Telstra and Optus with claims of more than $10 million each. QANTAS AIRWAYS: To Form Budget Airline with Sing's Temasek ---------------------------------------------------------- Australian national carrier Qantas Airways announced on Tuesday, 6 April that it will be establishing a budget airline together with Singapore's Temasek Holdings, The Business Times reports. Geoff Dixon, chief executive officer for Qantas said the Australian airline would control 49.9 percent of the new carrier while Temasek will own 19 percent and that Qantas will shoulder half of the investment of the $100 million venture. Singapore businessman Tony Chew would have a 21.1 per cent stake, while another Singaporean, FF Wong, would own the remaining 10 per cent. 'This is a modest investment for Qantas but it is an excellent opportunity to participate in the growing intra-Asia travel market,' Mr Dixon said in a statement. 'The region, which has a population of more than three billion people, is enjoying strong economic growth and features many potential destinations for point-to-point travel from Singapore.' The no-frills airline will be based in Singapore and will service the booming Asian market. WMC RESOURCES: Enters Alliance With Apex Minerals ------------------------------------------------- WMC Resources Ltd. (WMR) has entered into a farm-in ad joint venture Heads of Agreement with Apex Minerals to explore for nickel at the Windimurra Super-project, near Mt. Magnet Western Australia, according to The Australian Stockbroking news Egoli. The company reported that following a one-year minimum $150,000 evaluation; WMC may earn an initial 70 percent for a minimum expenditure of $3,000,000 and completion of a pre-feasibility study. This joint venture is an important step to rectifying the obvious lack of modern day exploration for nickel in this very large and prospective region in the heart of Yilgarn, Apex executive chairman, Stephen Stone said. ZINIFEX LIMITED: Details Official Share Quotation and Trading ------------------------------------------------------------- Zinifex Limited provides the Australian Stock Exchange Ltd. (ASX) the official quotation and conditional trading of the ordinary shares in Zinifex Limited ACN 101 657 309 (Zinifex). Final Price Institutional offer The price to be paid by general public applicants, broker firm applicants and eligible Zinifex employees (Final Retail Price) is $1.85 per share, which is a $0.10 discount to the final price paid by institutions. This represents a discount of 5 percent. The excess of the Retail Application Price of $2.60 above the Final Retail Price of $1.85 will be refunded to applicants, together with the amount of any unfulfilled application monies. Number of shares offered After and subject to completion of the various transactions required to constitute the Zinifex group (currently expected for April 8, 2004), Zinifex employees will be issued with a total of 1.5 million shares as outlined in the Zinifex Prospectus. As a result, the number of shares, of which 120.2 million shares are to be allocated under the Retail Offer and 378.3 million shares are to be allocated under the Institutional Offer. The total number of shares in Zinifex following the offer will be 500 million. Amount raised The total amount raised in the Share Offer will be approximately $960 million. These proceeds are to be received by the Seller, Pasminco Holdings Limited (Holdings). To view full copy of this press release click http://bankrupt.com/misc/zinifex2.pdf ============================== C H I N A & H O N G K O N G ============================== BIG RESOURCES: Date For Hearing of Petition Set ----------------------------------------------- Notice is hereby given that a petition for the winding up of Big Resources Industries Limited by the High Court of Hong Kong was on 18 March 2004 presented to the said court by Botany Consultants Limited whose registered office is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. And that the said Petition is directed to be heard before the Court at 9:30 a.m. on the 19 May 2004. Any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same. Rowland Chow, Chan & Co. Solicitors for the Petitioner, 15th Floor, Wing Lung Bank Building 45 Des Voeux Road Central Hong Kong Note: Any person who intends to appear at the hearing of the said petition must serve on or send by post to the above named, notice in writing of his intention to do so. The Notice must state the name and address of the person, or if a firm or his or their Solicitor (if any) and must be served or if posted, must be sent by post in sufficient time to reach the above named not later than six o'clock in the afternoon on the 18 May 2004. BUT KA: Court Issues Notice of Bankruptcy Hearing ------------------------------------------------- Notice is hereby given that that the High Court of Hong Kong will hear the application of the Official Receiver of But Ka Pui to annul the bankruptcy order made against the Company on 13 February 2003. The Standard reported that any creditor who wishes to support or oppose the application to annul the bankruptcy order shall give notice in writing to the Official Receiver at 10th Floor, Queensway Government Offices, 66 Queensway, Hong Kong, on 24 April 2004 and may appear at the High Court on the appointed day for the purpose by himself or his solicitor. Dated this 2nd day of April 2004 E.T. O'CONNELL Official Receiver CHINA NAN: Releases Trading Suspension Notice --------------------------------------------- Trading in shares of China Nan Feng Group Limited has been suspended with effect from 9:30 a.m. on 6 April 2004 pending for the release of an announcement relating to the court hearing of the winding-up petition against the Company. The Company submitted this announcement to the Hong Kong Stock Exchange Limited on 6 April 2004. DELUXE LION: Faces Winding Up Petition -------------------------------------- Notice is hereby given that a petition for the winding up of Deluxe Lion Limited by the High Court of Hong Kong was on 16 February 2004 presented to the said Court by Bank of China (Hong Kong) Limited whose registered office is situated at 14/F., Bank of China Tower, No. 1 Garden Road, Central, Hong Kong. And that the said Petition is directed to be heard before the Court at 9:30 a.m. on the 28 April 2004. Any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same. Chu & Lau Solicitors for the Petitioner, 2nd Floor, The Chinese General Chamber of Commerce Bldg. 24-25 Connaught Road Central Hong Kong Note: Any person who intends to appear at the hearing of the said petition must serve on or send by post to the above named, notice in writing of his intention to do so. The Notice must state the name and address of the person, or if a firm or his or their Solicitor (if any) and must be served or if posted, must be sent by post in sufficient time to reach the above named not later than six o'clock in the afternoon on the 27 April 2004. HK CONSTRUCTION: Trading Suspended Pending EGM Results ------------------------------------------------------ Trading in shares of Hong Kong Construction (Holdings) Limited has been suspended pending the release of an announcement regarding the results of the Company's Extraordinary General Meeting held on April 3 concerning the approval of a debt conversion and subscription proposal, which is price sensitive information. According to Infocast News, the stock closed at $0.53 on 2 April 2004. KAOMEN INDUSTRIAL: Court Sets Date for Petition Hearing ------------------------------------------------------- Notice is hereby given that a Petition for the Winding Up of Kaomen Industrial Ltd by the High Court of Hong Kong was on 16 February 2004 presented to the said Court by Bank of China (Hong Kong) Limited whose registered office is situated at 14/F., Bank of China Tower, No. 1 Garden Road, Central, Hong Kong. And that the said Petition is directed to be heard before the Court at 9:30 a.m. on the 28 April 2004. Any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same. Chu & Lau Solicitors for the Petitioner, 2nd Floor, The Chinese General Chamber of Commerce Bldg. 24-25 Connaught Road Central Hong Kong Note: Any person who intends to appear at the hearing of the said petition must serve on or send by post to the above named, notice in writing of his intention to do so. The Notice must state the name and address of the person, or if a firm or his or their Solicitor (if any) and must be served or if posted, must be sent by post in sufficient time to reach the above named not later than six o'clock in the afternoon on the 27 April 2004. LUNG SIU: Creditors Meeting Set April 22 ---------------------------------------- The Standard reported Friday that the General Meeting of the creditors of Lung Siu Kun will be held at the Official Receiver's Office, 10th Floor, Queensway Government Offices, 66 Queensway, Hong Kong on 22 April 2004 at 3 o'clock in the afternoon. E. T. O'Connell Official Receiver MI FUNG: Schedules Winding up Hearing ------------------------------------- Notice is hereby given that a petition for the winding up of Mi Fung Beads Company Limited by the High Court of Hong Kong was on 17 February 2004 presented to the said Court by Ng Chan Ning whose registered office is situated at 14/F., Winfield Garden, 34 Shan Kwong Road, Happy Valley, Hong Kong. And that the said Petition is directed to be heard before the Court at 10 a.m. on the 14 April 2004. Any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same. Ng and Lam Solicitors for the Petitioner, Unit 17, 31/F., China Merchants Tower Shun Tak Centre, 168 Connaught Road Hong Kong Note: Any person who intends to appear at the hearing of the said petition must serve on or send by post to the above named, notice in writing of his intention to do so. The Notice must state the name and address of the person, or if a firm or his or their Solicitor (if any) and must be served or if posted, must be sent by post in sufficient time to reach the above named not later than six o'clock in the afternoon on the 13 April 2004. PACIFIC PEARL: FSC Prosecutes Director, Shareholder --------------------------------------------------- The Hong Kong Securities and Futures Commission (FSC) has successfully prosecuted Pacific Pearl Securities Limited (PPSL), Pacific Pearl Futures Limited (PPFL), Mr. Cheng Kwok Cheung, the former Director of PPSL who was responsible for accounting and financial matters of both PPSL and PPFL, and Mr. Yung Ki Cheong Philip, the former Director and major shareholder of both PPSL and PPFL, with intent to defraud the SFC that the firms could comply with the Financial Resources Rules (FRR) relating to brokers during September and October 2002. Investigation revealed that Cheng and Yung had created a system of artificial fund transfers between the bank accounts of PPSL and PPFL, including the clients' accounts, and the personal bank account of Yung. Monies not belonging to clients were deposited into the clients' accounts and withdrawn from these accounts without the clients' directions. The effect of this artificial fund transfer mechanism was to inflate the bank balances of PPSL and PPFL, which had to be reported to the SFC in its purported compliance with the requirement under the FRR. PPSL, PPFL, Cheng and Yung pleaded guilty to a total of seven summonses before Mr. Abu Bakar bin Wahab, a Magistrate at Kowloon City Magistracy for breaches of section 65C, sections 84(2), (5), (7)(b) and section 147(1) of the Securities Ordinance, sections 46(2), (4), (6)(b) and section 110(1) of the Commodities Trading Ordinance. The case is now adjourned to 14 April 2004 for sentencing. TACTFUL INTERNATIONAL: Winding up Hearing Set April 28 ------------------------------------------------------ Notice is hereby given that a petition for the winding up of Tactful International Limited by the High Court of Hong Kong was on 16 February 2004 presented to the said Court by Bank of China (Hong Kong) Limited whose registered office is situated at 14/F., Bank of China Tower, No. 1 Garden Road, Central, Hong Kong. And that the said Petition is directed to be heard before the Court at 9:30 a.m. on the 28 April 2004. Any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same. Chu & Lau Solicitors for the Petitioner, 2nd Floor, The Chinese General Chamber of Commerce Bldg. 24-25 Connaught Road Central Hong Kong Note: Any person who intends to appear at the hearing of the said petition must serve on or send by post to the above named, notice in writing of his intention to do so. The Notice must state the name and address of the person, or if a firm or his or their Solicitor (if any) and must be served or if posted, must be sent by post in sufficient time to reach the above named not later than six o'clock in the afternoon on the 27 April 2004. WONG KWOK: Creditors Meeting Set April 14 ----------------------------------------- According to the Standard, the General Meeting of the creditors of Wong Kwok Ping will be held at the Official Receiver's Office, 10th Floor, Queensway Government Offices, 66 Queensway, Hong Kong on 14th April 2004 (Wednesday) at 2 in the afternoon. E. T. O'Connell Official Receiver ========= J A P A N ========= MITSUBISHI MOTORS: Seeks Institutional Investors' Help ------------------------------------------------------ Mitsubishi Motors Corporation (MMC) will ask institutional investors to purchase newly issued shares in the carmaker alongside the DaimlerChrysler and Mitsubishi group companies as part of a multi-billion dollar bailout package, the Financial Times reports. MMC hopes to raise between 300 billion yen and 400 billion (EUR2.4 billion and EUR3.2 billion) through the sale of the preference shares. Institutional investors could be offered 20- 33 percent of the issue. The company is also considering closing one of its production facilities in Japan. Andreas Renschler is expected to replace Rolf Eckrodt as Chief Executive in June. MITSUBISHI MOTORS: Cuts Production of Models -------------------------------------------- Mitsubishi Motors Corporation plans to cut the number of production models in stages to around 10 from the current 19 in a bid to streamline its operations, according to Kyodo News. The troubled automaker, which is owned 37 percent by DaimlerChrysler AG, may also discontinue domestic sales of its once-popular Pajero sport-utility vehicles. MITSUBISHI MOTORS: JCR Cuts Rating to BB- ----------------------------------------- Japan Credit Rating Agency (JCR) has downgraded the rating on senior debts and shelf registration of Mitsubishi Motors Corporation from BB+ and preliminary BB+ to BB- and preliminary BB-, respectively. It has also downgraded the rating on Euro Medium Term Note Programme of Mitsubishi Motors and the two subsidiaries from BB to B+. JCR has affirmed the J-3 rating on the CP program of Mitsubishi Motors. It places all of the ratings under Credit Monitor continually. RATIONALE: JCR expressed its concern about rising business and financial risks of Mitsubishi Motors Corporation (MMC) in its comment on March 10, 2004. Scenario for recovery of earnings in North America and Japan is not easy to be envisaged. JCR is also concerned about additional burden to be incurred such as measures to be taken for accounting for impairment of fixed assets, restructuring charges associated with restructuring of production and sales system and liquidation of deferred tax assets. JCR also announced on March 10 its policy to remove Credit Monitor from rating for MMC after verifying the details of the mid-term management plan to be announced at the end of April by MMC. This policy is based on the grounds that it is expected that MMC would disclose its measure to improve the earnings utilizing synergy between MMC and DaimlerChrysler in addition to a measure to strengthen the capital in the forthcoming announcement. Then Mitsubishi Fuso Truck & Bus (spun off from MMC in January 2003) disclosed possibility of defective in design for hub concerning the continued tire coming-off problem. It has filed notice to recall for free with the Ministry of Transport lately. Although it is still uncertain when the defective was recognized, it is clear that filing of notice was delayed. Sales of passenger cars of MMC in Japan have been stagnant since the recall problem in 2000. JCR considers that it is highly probable that the problem this time will inevitably lower the brand image of MMC and will have negative impact on the sales. It is highly probable that the problem will hinder recovery of earnings in the future. JCR downgraded the long-term rating for MMC, accordingly. Concerning the short-term rating for MMC, JCR affirmed it because the backup system of the financial institutions including the plan to increase MMC's capital, which is currently on the table, is sufficient and certainty of fulfillment of obligations is recognized. JCR will remove Credit Monitor after announcement of the mid-term management plan as determined before. SHIMIZU KOGYOSHO: General Plumbing Firm Goes Bankrupt ----------------------------------------------------- Shimizu Kogyosho K.K. has filed for bankruptcy, according to Teikoku Databank America. The general plumbing firm, which is located at Osaka-shi, Osaka, Japan, has total liabilities of US$48.33 million. SOJITZ CORPORATION: R&I Affirms BB- Rating ------------------------------------------ Rating and Investment Information, Inc. (R&I) has affirmed the following ratings of Sojitz Corporation: Senior Long-term Credit Rating; Long-term Bonds (2 series) R&I RATING: BB- (Affirmed) Domestic Commercial Paper Programme R&I RATING: a-3 (Affirmed) RATIONALE: Nichimen and Nissho Iwai merged on April 1, inaugurating Sojitz Corporation Nichimen is the surviving company, and the new company Sojitz will inherit all assets, liabilities, rights and obligations of Nissho Iwai. On presumption of the merger, R&I had brought the Senior Long-term Credit Ratings for the two companies into line at BB-, and it is affirming this rating following the merger. R&I will watch carefully to see whether the merger leads to a strengthening of the operational base and improvements in terms of financial health and fund raising. In addition to a low level of basic earning potential in comparison with the top ranked trading companies, Nichimen and Nissho Iwai had consistently recorded a high level of extraordinary losses related to rationalization, real estate and loans and investments. Pre-tax profit excluding extraordinary profits had been the red for the five successive years to the year ended March 31, 2003. The companies are also expected to record a deficit due to the booking of expenses accompanying rationalization and business restructuring in the year ended March 31, 2004, which is the first fiscal year following the management integration. R&I gives a certain amount of credit for the strengthening in the financial base due to rationalization and the capital increase resulting from the management integration. Nevertheless, the restructuring of the business base has been delayed because of the weak funding capacity in comparison with the top ranked trading companies. Some assets in real estate, subsidiaries, affiliates and domestic and overseas exposure still give cause for concern over losses. In addition to this, Sojitz will be unable to avoid taking on a certain level of risk in the future in order to strengthen its operational base. Considering these factors, it is difficult to say that the company's equity capital risk buffer is adequate. The subscription to preferred shares by correspondent financial institutions shows that the support system of the company's main banks is relatively strong, but its fund raising is highly dependent on short-term funds, and the securing of long-term stable funding is an issue. The assets of Nissho Iwai, the predecessor company, will be evaluated at market price at the merger. R&I will pay attention to how the balance sheet changes following the merger. ========= K O R E A ========= HYNIX SEMICONDUCTOR: KEB Suggests Partial Sale of Stake ------------------------------------------------------- Robert Fallon, the President of Korea Exchange Bank, said that other banks and the government must sell down some of the equity of Hynix Semiconductor held by its creditors. "As the semiconductor business is rising and its stock price is gaining at present, I may make a suggestion that 10 percent to 20 percent of the stock should be pooled (from the creditors) and distributed in the secondary market," Fallon said in an interview with Yonhap News Agency. JINRO LIMITED: Creditors Work on Auction Schedule ------------------------------------------------- The creditors of liquor maker Jinro Limited agreed Friday, 2 April on a new proposal to salvage the debt-laden company, which include plans to put it up for auction, according to the Korea Herald. Goldman Sachs controls about a third of Jinro's 2.9 trillion won debts and had been pushing for a sale of the distiller, which has been under court receivership since last May, through an auction. Industry insiders say the insolvent company is worth about 2.5 trillion won. Other possible bidders in Jinro include Doosan Corp., a major liquor distributor, Hite Brewery Co. and Lotte Group. Jinro's main business is manufacturing and selling blended and distilled beverages including soju, wine, whiskey and water. Some of its brand names include Jinro Soju, Jinro Chamjinsulro Soju, Jinro Gold Soju, Plum Wine and Chamjinisulro. =============== M A L A Y S I A =============== BERJAYA GROUP: Shares and Warrants On The Rise ---------------------------------------------- Berjaya Group Berhad's shares and warrants soared after the company agreed to sell shares in auto-distributor Hyundai- Berjaya Corporation as well as its Hyundai wholesale, assemble and marketing franchise, Dow Jones reports on Monday, 5 April. Analysts say the deal, which is worth more than MYR640 million, will help the Berjaya Group in its ongoing corporate restructuring. Berjaya Group warrants rose 0.5 sen, or 14 percent, to 4 sen. Its shares jumped 1.5 sen, or 11 percent, to 15 sen. However, Sime Darby, the buyer of Berjaya Group's Hyundai business, slipped 10 sen, or 1.7 percent, to MYR5.80 on concerns that the conglomerate is paying a premium for the deal. CONSOLIDATED FARMS: Announces Rights Issue ------------------------------------------ Consolidated Farms Berhad posted the following announcement on the Kuala Lumpur Stock Exchange on 5 April 2004 pertaining to a rights issue. EX-date: 20 April 2004 Entitlement date: 22 April 2004 Entitlement time: 5 PM Entitlement subject: Rights Issue Entitlement description: Renounceable Two-Call Rights Issue of up to 35,537,333 new Ordinary Shares of RM1.00 each in the Company (Rights Shares) at an issue price of RM1.00 per Rights Share (of which the First Call of RM0.75 is payable in cash on application and the Second Call of RM0.25 is payable out of the Company's Revaluation Reserve and/or Retained Profits and/or other available reserves) on a basis of four (4) new shares for every three (3) existing shares held at 5.00 p.m. on 22 April, 2004 with a minimum subscription level of 13,102,000 shares Period of interest payment: to For year ending/ Period ending/ended: Share transfer book & register of members will be closed from (both dates inclusive) for the purpose of determining the entitlements: 22 April 2004 to 22 April 2004 Registrar's name, address, telephone no: Securities Services (Holdings) Sdn. Bhd. Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur Telephone: 03-2084 9000 Payment date: a) Securities transferred into the Depositor's Securities Account before 4 pm in respect of transfers: 22/04/2004 b) Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit : c) Securities bought on MSEB on a cum entitlement basis according to the Rules of the MSEB. Number of new shares/securities issued (units) (If applicable): 35537333 Entitlement indicator: Ratio Ratio: 4 : 3 Rights Issues/Offer Price: 1 Remarks The Underwriting Agreement for the Two-Call Rights Issue was entered into on 5 April, 2004. An Abridged Prospectus in relation to the Two-Call Rights Issue will be issued within five (5) market days after the Entitlement Date. CRIMSON LAND: Discloses Dealings of COO --------------------------------------- Crimson Land Berhad wishes to inform that Mr. Tan Jee Tien, the Chief Operating Officer of the Company, has informed that he has acquired a total of 1,320,000 shares representing 0.42 percent of the equity interest in the Company on 29 March 2004 and 30 March 2004. His direct interest in the Company is now 2,500,000 shares. Mr. Tan Jee Tien's total interests in the Company in addition to his deemed interest of 31,306,000 shares is now 33,806,000 shares. Mr. Tan Jee Tien's deemed interest in the warrants of the Company remain unchanged at 2,954,000 warrants. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. DENKO INDUSTRIAL: Liquidators Appointed to Subsidiaries ------------------------------------------------------- Denko Industrial Corporation Berhad would like to refer to the announcement on 5 June 2002, Securities Commission's approval of the Scheme on 23 December 2002 and shareholders' approval at an Extraordinary General Meeting on 30 September 2003. Denko wishes to announce that Mr. Rabindra Singh A/L Kaher Singh of Messrs. Rabin & Associates, Unit C-12-5, Level 12, Block C, Megan Phileo Avenue, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur have been appointed Provisional Liquidator of Trimate Industries Sdn Bhd and Giantmate Industries Sdn Bhd on 31 March 2004. The meeting of creditors of Trimate and Giantmate will be held on 29 April 2004. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. GADANG HOLDINGS: Subsidiary Lands RM188M Project ------------------------------------------------ Gadang Holdings Berhad (Gadang) is pleased to announce that its wholly-owned subsidiary, Gadang Engineering (M) Sdn Bhd (GESB) has received a Letter of Acceptance of Tender Price dated 3 April 2004 from Focus Range (M) Sdn Bhd accepting GESB's tender price in relation to the proposed main building works for the project known as "Cadangan Membina Sebuah Bangunan Komersil Yang Mengandungi Pejabat, Kedai & Servis Apartment & Tempat Letak Kereta Dengan Kemudahan Kolam Renang Dan Taman Rekreasi Di atas Sebahagian Lot PT 27, H.S.(D) 39382 Dan Sebahagian Lot P.T. 16728, H.S.(D) 59900, Mukim Petaling, Daerah Petaling, Selangor Darul Ehsan Untuk Mines Golf Resort Bhd" valued at approximately RM188 million. The Project is not expected to have any material effects on the net tangible assets and the earnings of the Gadang Group for the financial year ending 31 May 2004. However, the Project is expected to contribute positively to the future earnings of the Group. None of the directors or substantial shareholders or persons connected to such directors or substantial shareholders has any direct or indirect interest in the Project. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. GEAHIN ENGINEERING: Updates Aquamech Litigation Info ---------------------------------------------------- Solicitors for Geahin Engineering Berhad were served on 2 April 2004 with a copy of the judgement dated 5 November 2003 for the sum of RM37,896.24 with costs amounting to RM1,021.00. Interest of 8 percent per annum is levied from the date of judgement on 5 November 2003 until full settlement of the aforesaid sum of RM37,896.24. Aquamech has through their solicitors demanded that the judgement sum of RM38,917.24 be paid to them within 7 days as from 1 April 2004 failing which their solicitors have instruction from them to commence winding-up proceedings against the company. On 2 April 2004 Geahin's solicitors have written to Aquamech's solicitors informing them that Geahin has on 14 January 2004 obtained an Order extending for a further 180 days from the date thereof, the Restraining Order dated 8 May 2003 made pursuant to Section 176 (10) of the Companies Act, 1965, restraining further proceedings in any action or proceeding against Geahin except by leave of Court and subject to such terms as the Court imposes. The Company's solicitors have requested Aquamech's solicitors to confirm by return fax that Aquamech would not proceed with any proposed or intended winding-up proceedings against the Company. As at to-date the Company's solicitors are still awaiting for their reply. Geahin's solicitors has given notice to Aquamech's solicitors that this is without prejudice to our Company's antecedent rights to dispute the validity of any proposed or intended winding-up proceeding by Aquamech. The Company further wishes to inform that except for the judgement sum of RM37,896.24 and interest of 8 percent per annum as mentioned above, being the expected losses, there are no other and additional financial and operational impacts on the Geahin Group. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. HOTLINE FURNITURE: Moves Completion Date For SPAs ------------------------------------------------- For consistency, the abbreviations used throughout this announcement shall have the same meaning as previously defined in Hotline Furniture Berhad's (HFB) announcements dated 20 September 2002, 15 October 2002 and 29 April 2003. Public Merchant Bank Berhad, on behalf of the Board of HFB, wishes to announce that HFB, Mahajaya and the Vendors of the Acquiree Companies, have on 2 April 2004, via an exchange of letters, agreed to extend the date for the completion of the sale and purchase agreements for the acquisition of the Acquiree Companies from 31 January 2004 to 30 April 2004. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. LANKHORST BERHAD: Listing and Quotation of New Shares ----------------------------------------------------- Kindly be advised that Lankhorst Berhad's additional 15,600 new ordinary shares of RM1.00 each issued pursuant to the Lankhos- Employees' Share Option Scheme will be granted listing and quotation with effect from 9 a.m., Wednesday, 7 April 2004. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. MALAYSIAN PACIFIC: Final Meeting of Unit Under Liquidation ---------------------------------------------------------- Malaysian Pacific Industries Berhad wishes to refer to the announcement dated 20 August 2003 in connection with the Member's Voluntary Liquidation of Techad Sdn Bhd (formerly known as Carsem Advanced Technologies Sdn Bhd) (Techad), a subsidiary of the Company. Malaysian Pacific now writes to inform that the Liquidator of Techad had, on 27 March 2004, convened a Final Meeting to conclude the Member's Voluntary Liquidation of Techad. A Return by Liquidator Relating To Final Meeting was lodged with the Registrar of Companies and with the Official Receiver on 2 April 2004 and on the expiration of 3 months after the lodging date, Techad will be dissolved. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. MANGIUM INDUSTRIES: Announces Resignations and Appointments ----------------------------------------------------------- Mangium Industries Bhd on Friday, 1 April announced the resignations of Tengku Ahmad Fuad Tengku Ahmad Burhanuddin as its executive director and Cheng Kam Bin @ Cheng Kam Meng as chief operating officer, The Edge Daily reports. The company also announced the appointment of Peter Wong as executive director and Muk Sai Tat as executive director and chief executive officer. All resignations and appointments took effect the same day. MBF HOLDINGS: Details Commercial Bank of China Litigation --------------------------------------------------------- MBF Holdings would like to refer to the announcement on 9 February 2004 pertaining to the Kuala Lumpur Civil Suit No. D2- 22-556-2003 Industrial and Commercial Bank of China (Asia) Limited v MBF Holdings Berhad. MBf Holdings Berhad wishes to announce that on 2 April 2004, the Plaintiff's summary judgment application has been adjourned for delivery of judgment/ clarification on 11 June 2004. Yours faithfully, For and on behalf of MBf Holdings Berhad Ding Lien Bing Company Secretary This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004 MECHMAR CORPORATION: Updates Status of Defaulted Loans ------------------------------------------------------ During the month of March 2004, Mechmar Corporation (Malaysia) Berhad settled in full the outstanding loan, principal and interest owing to Aseambankers Malaysia Berhad. The rest of the loans in default are being paid down as per agreed installments schedules or repayment schemes. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. PERNAS INTERNATIONAL: Discloses Results of EGM ---------------------------------------------- Pernas International Holdings Berhad is pleased to announce that the ordinary resolution in relation to the Proposed Restructuring of the Hotel Businesses of the company involving � Proposed Acquisitions of the equity interests in the Acquiree Companies and the business and property of Mutiara KL by Arena Target Sdn Bhd (ATSB); � Proposed Settlement of Acquiree Companies-PIHB Group Inter- Company Balances; � Proposed Settlement of ATSB-POUE Inter-Company Balances; and � Proposed Restructuring of the RM550,000,000 nominal value Redeemable Cumulative Convertible Preference Shares of RM1.00 each in ATSB; to be undertaken by ATSB, a subsidiary of Pernas International Holdings Berhad set out in the Notice of the Extraordinary General Meeting dated 19 March 2004, was approved by the shareholders of Pernas International Holdings Berhad at the Extraordinary General Meeting held on 5 April at the Mahkota Ballroom 2, Hotel Istana, 73 Jalan Raja Chulan, 50200 Kuala Lumpur. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. PERNAS INTERNATIONAL: Enters Land Sale Trust Agreement ------------------------------------------------------ Pernas International Holdings Berhad wishes to refer to the announcement dated 20 January 2004 in relation to the proposed surrender of lease on approximately 20,697 sq metres of land (Land) identified as Geran 30000 Lot 1724, Geran 7162 Lot 1512, Geran 7158 Lot 1508 and Geran 7157 Lot 1507, all located in Seksyen 46, Bandar Kuala Lumpur, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan (Lease) by Sovereign Place Sdn Bhd (SPSB), a wholly owned subsidiary of Tradewinds (M) Berhad (TWS), to Pernas Properties Sdn Bhd (PPSB), a wholly owned subsidiary of PIHB, and the subsequent disposal of the Land to IJM Properties Sdn Bhd (IJMP) for an aggregate cash consideration of RM100 million of which PPSB's portion amounts to RM7 million (Proposed Surrender of Lease and Disposal). On behalf of PIHB, Aseambankers Malaysia Berhad hereby announce that a declaration of trust was made today between SPSB and PPSB (Declaration of Trust) to protect SPSB's rights, benefits and interest to the Land and/or under the Sale and Purchase cum Surrender of Lease Agreement entered between SPSB, PPSB and IJMP on 20 January 2004 in relation to the Proposed Surrender of Lease and Disposal (Agreement). Under the Declaration of Trust, PPSB would hold certain rights, benefits and interest pertaining to the Land and/or under the Agreement upon trust for SPSB in consideration of SPSB surrendering the Lease back to PPSB prior to the full payment of RM93 million by IJMP to SPSB pursuant to the Agreement. The obligations of PPSB under the Declaration of Trust would be effective from the date of fulfillment of the last of the conditions precedent of the Agreement and upon the occurrence of a breach by IJMP of its obligations under the Agreement. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004 POS MALAYSIA: Issues Listing and Quotation of New Shares -------------------------------------------------------- Kindly be advised that POS Malaysia and Services Holdings Berhad's additional: (i) 288,000 new ordinary shares of RM1.00 each arising from the Conversion of RM518,400 Nominal Value 5-Year 8 percent Irredeemable Convertible Unsecured Loan Stocks 1999/2004; and (ii) 60,000 new ordinary shares of RM1.00 each issued pursuant to the Employee Share Option Scheme were granted listing and quotation with effect from 9 a.m., Tuesday, 6 April 2004. This is a Kuala Lumpur Stock Exchange announcement. PROTON: Looks To Research And Development Grants ------------------------------------------------ Perusahaan Otomobil Nasional Berhad (Proton) Chief Executive Officer Tengku Tan Sri Mahaleel Tengku Ariff says that local car companies must seriously improve the quality of their products, The Star Online reports. This includes adding more desirable features, improvement on product technology, production efficiency and cost competitiveness. Mahaleel adds further that these may be achieved through the establishment of grants for research and development (R & D) and will enable Malaysia to be developed into a reputable automotive center. He said unlike Australia, which gave out research and development grants, "the incentives that we receive today are only for car assembly". "Successful countries must have companies that can create good products and able to market them successfully," Mahaleel said in his luncheon address at the 2004 Commonwealth Speaker Series in Kuala Lumpur on Monday, 5 April. "It is also important for the entrepreneurs of small- and medium-sized companies, who are the key economic drivers, to be aware of the vast opportunities available in the domestic and international market." Citing Proton, he said the national automobile group's business model had changed over the past four years. "We started as a pure assembler but have now transformed into Malaysia's premier capacity builder," he said. Mahaleel said that out of the 146 World Trade Organization members, only 11 countries, including Malaysia, had the capability to design and manufacture vehicles from the ground up. Currently, Proton has a global presence with plants in China, Iran and soon in Indonesia. PROTON: GEN.2 Model Ready Ahead of Schedule ------------------------------------------- Perusahaan Otomobil Nasional Berhad or Proton proudly announced on Monday, 5 April that 940 units of its new GEN.2 model were ready for delivery, Dow Jones reports. Proton's newest car model had 11,000 orders pending since it was launched in February early this year. Lat week, the carmaker had denied rumors that a technical flaw was found in the GEN.2's locally designed and produced CAMPRO engine. TRONOH MINES: Disposes Of More IJMP Shares ------------------------------------------ Further to the earlier announcement dated 2 April 2004, the Board of Directors of Tronoh Mines Malaysia Berhad (TMMB) (Board) wishes to inform that the Company had on 5 April 2004 disposed of an additional 2,650,000 IJM Plantations Berhad (IJMP) Shares to the RHB Securities Sdn Bhd (RHB) at RM1.40 per IJMP Share. 1. DETAILS OF THE DISPOSAL Pricing basis The Disposal was carried out at RM1.40 per IJMP Share, at willing buyer willing seller basis. Utilization of proceeds The entire proceeds from the Disposal, net of estimated expenses incurred for the Disposal, of RM3.7 million will be utilized to partially exercise the IJM Corporation Berhad (IJM) Warrants for IJM Shares. Cost of investment The cost of investment of the 2,650,000 IJMP Shares was NIL. These IJMP Shares were obtained via capital distribution by IJM at no cost. 2. RATIONALE FOR THE DISPOSAL The rationales for the Disposal are as follows: (i) Disposal of non-core assets The Disposal is in line with TMMB's overall objective of disposing some of its non-strategic assets. (ii) Exercise of IJM Corporation Berhad (IJM) Warrants for Shares The Disposal will enable the TMMB to partially exercise the IJM Warrants for IJM Shares for Shares, which will expire on 28 August 2004. (iii) Realize gain from investment The Disposal allows the TMMB to realize the gain from its investment in IJMP as illustrated in section 3.2 of this announcement. 3. EFFECTS OF THE DISPOSAL 3.1 Share capital and substantial shareholders shareholding The Disposal does not have any effect on the share capital and the shareholdings of substantial shareholders of TMMB. 3.2 Earnings TMMB will record a gain from the Disposal amounting to RM3.7 million, after deducting expenses relating to the Disposal. 3.3 NTA The proforma effect of the Disposal on the audited consolidated net tangible assets (NTA) of TMMB as at 31 January 2004 is disclosed in the table below. Audited as at Proforma After 31 January 2004 the Disposal (RM million) (RM million) Share Capital 282 282 Reserves 263 286 Shareholders equity 545 568 Less: Goodwill 165 165 NTA 380 403 --- --- --- --- Number of Shares in Issue (million) 282 282 NTA per share (RM) 1.35 1.43 4. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS Dato' Ismail Shahudin is a director of IJM which is the holding company of IJMP. Save for Dato' Ismail Shahudin's directorship in IJM, none of the other shareholders or major shareholders of TMMB or persons connected to them, hold any shares in IJMP. Save for Mr Chang Si Fock @ Chong See Fock who has indirect interest in TMMB via 63,361,108 Shares held by Companies in which the Director has an interest, none of the other Directors of TMMB or persons connected to them hold any shares in TMMB. 5. APPROVAL REQUIRED The Disposal does not require the approval of the shareholders of the Company. 6. DIRECTORS' OPINION The Directors of TMMB are of the opinion that the Disposal is in the best interest of the Company. This Kuala Lumpur Stock Exchange announcement is dated 5 April 2004. UNITED ENGINEERS: Sells Off Ho Hup Shares ----------------------------------------- United Engineers (Malaysia) Berhad announced on Monday, 5 April that it has sold off 15 million Ho Hup Construction Bhd shares at an unspecified price, Dow Jones reports. United Engineers is a diversified government-owned company. ===================== P H I L I P P I N E S ===================== INTERNATIONAL CONTAINER: Posts PhP527M 2003 Net Profit ------------------------------------------------------ International Container Terminal Services Inc. (ICTSI) announced to the Philippine Stock Exchange a PhP527 million in consolidated net profits as of December 31, 2003. Steady growth at the Manila International Container Terminal (MICT) and strong profits from new subsidiary Baltic Container Terminal (BCT) boosted consolidated profits from recurring operations by 52 percent over 2002's recurring profits of PhP348 million. Consolidated Gross Revenues grew by 22 percent to PhP6.8 billion, from PhP5.5 billion in 2002 due mainly to steady revenue growth at the MICT and the consolidation of BCT's PhP1.3 billion seven-month revenues in 2003. Group-wide container volume handled in 2003 grew by 27 percent, from 1,296,250 TEU's in 2002 to 1,647,239 TEU's. On a consolidated basis, volume totaled 1,530,469 TEU's, a 31 percent increase over 2002 consolidated volume of 1,165,009 TEU's. The MICT handled 1,104,778 TEU's, six percent higher than the 2002 volume of 1,043,464 TEU's. In November 2003 the MICT handled its one million TEU for the second consecutive year, two weeks earlier than the one million TEU handled in 2002. Containers handled by subsidiary Subic Bay International Terminal Corp. grew eight percent over the 2002 volume of 58,304 TEU's. Volume at the Makar wharf in General Santos City, operated by affiliate South Cotabato Integrated Port Services Inc., declined by 11 percent to 116,770 TEU's. Bauan International Port Services Inc., operator of the Bauan Terminal, gained new business from handling completely built-up vehicles beginning February 2003. To view full copy of this press release, click http://bankrupt.com/misc/internationalcontainer040604.pdf INTERNATIONAL CONTAINER: Posts 31% Increase in 2003 --------------------------------------------------- International Container Terminal Services Inc. (ICTSI) announced to the Philippine Stock Exchange a 31 percent increase in Gross Revenues for audit year 2003. The increase in revenues is attributed mainly to the full-year consolidation of new subsidiary Baltic Container Terminal (BCT) in Gdnyia, Poland, on a proforma basis. ICTSI acquired BCT in June 2003. On the basis of the 7-month consolidation of BCT financial results, the increase in ICTSI's total consolidated gross revenues would be 22 percent from 2002. This disclosure is in accordance with Section 4.4 of the Revised Disclosure Rules of the Philippine Stock Exchange (October 2003). Very Truly yours, Narlene A. Soriano Manager, Public Relations MABUHAY VINYL: Unveils Board of Directors Meeting Results --------------------------------------------------------- Please be advised that the Board of Directors (BOD) of Mabuhay Vinyl Corporation (MVC) in its meeting on Monday April 5, 2004, at 10 a.m., has approved the following: (a) Declaration of Cash Dividend Please be advised that the Board of Directors, in its meeting today, has declared the issuance of a cash dividend of PhP0.20 per share to stockholders of record as of April 22, 2004. (b) Appointment of External Auditor for the Year 2004 Please be advised that the Board of Directors, in the same meeting, has approved the Audit Committee's recommendation on the appointment of SyCip Gorres Velayo & Co. as MVC's external auditor for the year 2004. The date of SGV's engagement will be on April 6, 2004. The appointment of external auditor for the year 2004 will be submitted to the stockholders for approval in the forthcoming annual stockholder's meeting. The company trusts that the above disclosures comply with the rules and regulations of the Philippine Stock Exchange. Cash Dividend Cash- P0.20 per share Ex-date- April 19, 2004 Record Date- April 22, 2004 Payment Date- not later than April 30, 2004 Very truly yours, Ma. Melva E. Valdez Corporate Information Officer Mr. Edwin Ll. Umali President MANILA ELECTRIC: To Initiate Talks With PSALM Next Week ------------------------------------------------------- After the approval of the guidelines for the transition supply contract (TSC) Manila Electric Co. will negotiate next week for a new TSC contract with the Power Sector Assets and Management Corp. (PSALM), The Philippine Star reports, citing PSALM vice president Froilan Tampinco. Mr. Tampinco said firming up the TSC with distribution utilities (DUs); particularly Meralco will help in the sale of the generating assets of the National Power Corp. (Napocor). "It would be better if we could finalize the TSCs with DUs. This will facilitate the sale of the generating assets of Napocor," he added. At present PSALM is drafting the TSC and will seek Meralco's comments and inputs on the said contract. The meeting with Meralco officials next week will focus on defining the volume that the power firm will get from the state-owned power generation company, Mr. Tampinco said. The TSC would take effect upon expiration of the 10-year supply contract between Napocor and Meralco in December 2004. MAYNILAD WATER: To Seek Assistance From Thames Water Utilities --------------------------------------------------------------- Metropolitan Waterworks and Sewerage System (MWSS) plans to hire Thames Water Utilities, the world's third largest water company to help it run Maynilad Water Services Inc., BusinessWorld reports. The plan however would likely violate Maynilad's proposed rehabilitation plan that bans the hiring of more expatriate consultants, which reportedly is among the reasons for its financial woes. Benpres Chief Financial Officer Angel S. Ong argued that the Thames Water and Ondeo contracts would not violate the ban on the hiring of new expatriate consultants. "Thames and Ondeo consultants will not be engaged full time," he explained. Thames Water, formed in 1974 upon the formation of 10 regional water authorities for England and Wales. It merged in 2000 with RWE, one of Europe's largest utility companies, and effectively increased its customer base to 51 million. Thames was privatized, along with the rest of the industry, in 1989. Its expertise ranges from consultancy services to the construction and operation of complete water and wastewater systems. It also specializes in water analysis. Mr. Ong said the main objective of Thames Water was to help Maynilad manage its non-revenue water (NRW), which he said "is not an easy job." "During the rate rebasing exercise [to determine appropriate water rates], Thames Water was also engaged by MWSS. Maybe MWSS is comfortable with them ... There is also an offer from Ondeo and it is prepared on a 'need basis' to be engaged by Maynilad, but it is not insisting that it should be the consultant," Mr. Ong added. Maynilad will shoulder the consultancy fees, which will be included in its operations expenses. With regards to the maintenance of the two consultants, Mr. Ong said the cost would be reasonable given the size of the projects involved, which Maynilad projects would run up to billions of pesos. And even with foreign consultants, Mr. Ong said Filipino executives would still occupy most of the positions in the reorganized Maynilad. Thames Water, formed in 1974 upon the formation of 10 regional water authorities for England and Wales. It merged in 2000 with RWE, one of Europe's largest utility companies, and effectively increased its customer base to 51 million. Thames was privatized, along with the rest of the industry, in 1989. Its expertise ranges from consultancy services to the construction and operation of complete water and wastewater systems. It also specializes in water analysis. UNIVERSAL RIGHTFIELD: Waives Rights Over Units Shares ----------------------------------------------------- Universal Rightfield Property Holdings Inc. wishes to inform the Philippine Stock Exchange, that Itochu Corporation has manifested its intention to dispose of its 3,000,000 common shareholdings in Monarca Greenworld Corporation wherein Universal Rightfield Property Holdings Inc. has thirty-five percent ownership structure under the joint venture agreement. Considering the Corporation's financial state coupled with the present corporate rehabilitation whereby the Corporation pursuant to the court's stay order dated February 17, 2004 has been enjoined to preserve all its assets, waived its right-of- first -refusal to acquire from Itochu Corporation its shareholdings in Monarca. Please find enclosed a copy of the waiver for your reference. Lastly, in connection with the requirement of the Exchange under Section 17.6 of the Revised Disclosure Rules, please be informed that as of March 31, 2004, the total number of shareholders owning at least one board lot is 640. To view full copy of this press release click http://bankrupt.com/misc/universalrightfield040604.pdf VICTORIAS MILLING: Clarifies Date of Stockholders' Meeting ---------------------------------------------------------- Further to Circular for Brokers No. 924-2004 dated March 2, 2004 pertaining to the Annual Stockholders' Meeting of Victorias Milling Company, Inc. (VMC) in it's SEC Form 17-C dated April 1, 2004, the company further disclosed that: "The record date for purposes of determining who are qualified and entitled to vote during the Stockholders Meeting of Victorias Milling Company, Inc. on April 30, 2004 is April 5, 2004." However, please be informed that the record date set by the Corporation is not in accordance with Section 7 of the Revised Disclosure Rules of the Exchange, which states that: "SECTION 7. DISCLOSURE ON STOCKHOLDERS' MEETING: For the holding of any stockholders' meeting, the Exchange must be given a written notice thereof at least Ten (10) trading days prior to the record date fixed by the Issuer. The notice must include all the necessary details including the time, venue, and agenda of the meeting and the inclusive dates when the stock and transfer books will be closed. For your information (Original Signed) MA. PAMELA D. QUIZON-LABAYEN OIC, Disclosure Department Noted by: (Original Signed) JURISITA M. QUINTOS Senior Vice President - Operations Group ================= S I N G A P O R E ================= GREAT WORLD: Creditors Meeting Set April 15 ------------------------------------------- The Singapore Government Gazette announced that the creditors meeting of Great World Ventures Pte Ltd (In Creditors' Voluntary Winding Up) will be held at the 15 Beach Road, #03-10 Beach Centre, Singapore 189677 on Thursday, on 15 April 2004 at 4 o'clock in the afternoon. AGENDA (a) Appointment of Mr. John Teo Cheng Lok, Mr. Foong Daw Ching and Mr. Joseph Toh Kian Leong as Liquidators in place of Ms. Koh Chwee Lam (deceased); (b) To consider the appointment/reappointment of a Committee of Inspection to assist the liquidators; (c) That the costs of calling this meeting of creditors be borne out of the assets of the Company; and (d) Any other business. Dated 31 March 2004. KHOO HIN HIONG & KENNETH LIANG KENG TEIK Creditors. Note: 1. Forms of general and special proxies are obtainable from the office of the proposed liquidators, care of 15 Beach Road, #03- 10 Beach Centre, Singapore 189677 (Tel: 6336 2828 or Fax: 6339 0438 or E-mail: kennethchin@tfwlcl.com. 2. Proxy forms must be lodged not later than 4 p.m. on the 12th day of April 2004 at 15 Beach Road, #03-10 Beach Centre, Singapore 189677. 3. A copy of the Proof of Debt (Form 77) is obtainable on request from the office of the proposed liquidators or at www.tfwlcl.com/form77.pdf. LKN-PRIMEFIELD: AGM Set For April 23 ------------------------------------ Notice is hereby given that the Forty-First Annual General Meeting of LKN-Primefield Limited will be held at 27 International Business Park, 5th Level, Primefield-Landmark Building, Singapore 609924 on Friday, 23 April 2004 at 10:30 in the morning for the following purposes: As Ordinary Business 1. To receive and adopt the Directors' Report and Audited Accounts for the financial year ended 31 December 2003 together with the Auditors' Report thereon. [Resolution 1] 2. To approve the payment of Directors' Fees of SGD106,740.00 for the financial year ended 31 December 2003. [Resolution 2] 3. To re-elect the following Directors retiring pursuant to Article 100 of the Company's Articles of Association:- 3.1 Mr. Lim Kong Chong [Resolution 3] 3.2 Mr. Heng Chiang Meng [Resolution 4] 3.3 Mr. Chew Tiong Sim [Resolution 5] 4. To re-appoint Messrs PricewaterhouseCoopers as auditors of the Company and to authorize the Directors to fix their remuneration. [Resolution 6] 5. To transact any other business that may be transacted at an Annual General Meeting. As Special Business 6. To consider and, if thought fit, to pass the following Ordinary Resolution, with or without modifications: [Resolution 7] "That the Directors be and are hereby authorized pursuant to Section 161 of the Companies Act (Cap. 50) from time to time to allot and issue shares in the capital of the Company (including without limitation equity securities like options, warrants, transferable subscription rights or similar rights to subscribe or purchase shares in the Company or debt instruments convertible into or exchangeable for equity securities with non- detachable options, warrants or similar rights to subscribe or purchase equity securities attached) in such numbers, to such persons, for such consideration and on such terms and conditions as they deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution shall not exceed 50% of the issued share capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed 20% of the issued share capital of the Company and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier." By Order of the Board Goh Kok Yeow Secretary Singapore, 6 April 2004 Explanatory Notes on Special Business to be Transacted [Resolution 7] The proposed Ordinary Resolution 7, if passed, will empower the Directors of the Company to issue shares in the Company up to not more than 50% of the issued share capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed 20% of the issued share capital of the Company for such purposes as they consider would be in the interests of the Company. The authority will continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier, unless previously revoked or varied at a general meeting. Note: 1. Subject to the Articles of Association and to the law, a Member of the Company entitled to attend and vote may appoint not more than two proxies to attend and vote instead of him/her. A proxy need not be a member. Proxies must be deposited at the Registered Office of the Company at 27 International Business Park, Primefield-Landmark Building, Singapore 609924 not less than 48 hours before the time appointed for the holding of the Meeting. 2. Mr. Lim Kong Chong will, upon re-election, continue to serve on the Nominating Committee and the Executive Management Committee. 3. Mr. Heng Chiang Meng and Mr Chew Tiong Sim will, upon re- election, continue to serve on the Executive Management Committee. LKN-Primefield Secretary Tan Lee Chin submitted this announcement to the Singapore Exchange Limited on April 5, 2004. SHENG BEE: Issues Winding up Order Notice ----------------------------------------- Sheng Bee Private Limited issued a notice of winding up order made on the 19 March 2004. Name and address of Liquidator: The Official Receiver, 45 Maxwell Road #05-11/#06-11 The URA Centre (East Wing), Singapore 069118. Messrs LEE & LEE Solicitors for the Petitioner. TEAMSPHERE: Issues Derail Listing --------------------------------- Technical issues may be the cause why Teamsphere Limited failed to secure listing for new shares issued in conjunction with its reverse takeover deal with a French Polynesian company, Business Times reports. Sources reveal that Teamsphere had asked the Singapore Exchange (SGX) for exemption from some auditing requirements related to the proposed deal with SAS Te Puna (formerly known as SC Te Puna). The foreign company's accounts were reported to be not audited according to Singapore accepted practices. Teamsphere said in a short statement last week that the SGX's rejection was because 'the proposed acquisition does not comply with listing rules relating to reverse takeovers'. But SGX has repeatedly declined to elaborate or comment on the case, citing confidentiality for Teamsphere, an automotive metal components maker, and SAS Te Puna. Teamsphere had been planning the deal for about two years, during which time the original deal lapsed and had to be amended last year. The Company said then that SAS Te Puna's unaudited net profit- after-tax was $2.9 million for the year ended Dec 31, 2001, and $5 million the year before. Those profits came on the back of unaudited revenue of $62 million in 2001 and $52 million in 2000. Also last year, Teamsphere assured shareholders that all financial statements under the SAS Te Puna group would be audited, if the proposed deal proceeds. But it had also noted then that 'no adjustments' had been made for SAS Te Puna's financial statements 'to comply with Singapore Statements of Accounting Standard'. Teamsphere also said that it had yet to determine if SAS Te Puna could meet clause 1015 (3) (b) of the SGX listing manual. That clause requires applicants to meet conditions on shareholding spread and distribution, fund-raising requirements, future prospects and accounts. Property investment and development companies also have to meet minimum leasehold period requirements on their properties, have independent valuers and a current valuation report. Teamsphere has been loss-making every year starting 2000, and in its latest financial statement said it is 'not expected to achieve profitability from its existing business' during 2004. The company had a net loss of $1 million for the six months ended Dec 31, 2003. It is not clear if the company has any intention to pursue the deal. TONG HUP: Court Sets Date for Petition Hearing ---------------------------------------------- Notice is hereby given that a Petition for the Winding Up of Tong Hup Seng Construction Co. by the High Court was on 25 March 2004 presented by CCM Industrial Pte Ltd. of 56 Defu Lane 9, Singapore 539294, a creditor, and that the said Petition is directed to be heard before the Court sitting at the High Court of Singapore at 10 a.m. on Friday, 16 April 2004. And any creditor or contributory of the said Company desiring to support or oppose the making of an order on the said Petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the Petition will be furnished to any creditor or contributory of the said Company requiring the same by the undersigned on payment of the regulated charge for the same. The Petitioner's address is 56 Defu Lane 9, Singapore 539294. The Petitioner's solicitors are Messrs SAMBANDAN & CO of 133 Cecil Street, #10-01B Keck Seng Tower, Singapore 069535. Messrs SAMBANDAN & CO Solicitors for the Petitioner. Note: Any person who intends to appear at the hearing of the Petition must serve on or send by post to the Petitioner's Solicitors, Messrs Sambandan & Co of 133 Cecil Street, #10-01B Keck Seng Tower, Singapore 069535, notice in writing of his intention to do so. The notice must state the name and address of the person, or, if a firm, the name and address of the firm, and must be signed by the person, firm, or his or their solicitors (if any) and must be served, or, if posted, must be sent by post in sufficient time to reach the above named not later than 12 o'clock noon of the 15 April 2004 (the day before the day appointed for the hearing of the Petition). WATERMARK INVESTMENTS: Issues Dividend Notice --------------------------------------------- Watermark Investments Pte Ltd. issued a notice of first and final dividend: Address of Registered Office: Formerly of 8 Robinson Rd #06-00 Cosco Building Singapore 048544. Court: Supreme Court, Singapore. Number of Matter: Companies Winding Up No. 36 of 2000. Amount Per Centum: 59.25 percent. First and Final or otherwise: First & Final Dividend. When Payable: 23rd day of March 2004. Where Payable: The Official Receiver The URA Centre (East Wing) 45 Maxwell Road #06-11 Singapore 069118. Dated: 2nd day of April 2004. Sunari Bin Kateni Assistant Official Receiver. X'TREMECOMMS SOLUTIONS: Date for Hearing of Petition Set -------------------------------------------------------- Notice is hereby given that a Petition for the Winding Up of X'tremecomms Solutions Pte Ltd. by the High Court was on 25 March 2004 presented by 3D Networks Pte. Ltd. of 151 Lorong Chuan, #03-05 New Tech Park, Singapore 556741, a creditor, and that the said Petition is directed to be heard before the Court sitting at the High Court of Singapore at 10 a.m. on Friday, 16 April 2004. And any creditor or contributory of the said Company desiring to support or oppose the making of an order on the said Petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the Petition will be furnished to any creditor or contributory of the said Company requiring the same by the undersigned on payment of the regulated charge for the same. The Petitioner's address is 151 Lorong Chuan #03-05, New Tech Park, Singapore 556741. The Petitioner's solicitors are Messrs Tan Peng Chin LLC of 9 Battery Road, #18-08 Straits Trading Building, Singapore 049910. Tan Peng Chin LLC Solicitors for the Petitioner. Note: Any person who intends to appear at the hearing of the Petition must serve on or send by post to the Petitioner's Solicitors, Messrs Tan Peng Chin LLC of of 9 Battery Road, #18- 08 Straits Trading Building, Singapore 049910, notice in writing of his intention to do so. The notice must state the name and address of the person, or, if a firm, the name and address of the firm, and must be signed by the person, firm, or his or their solicitors (if any) and must be served, or, if posted, must be sent by post in sufficient time to reach the above named not later than 12 o'clock noon of the 15 April 2004 (the day before the day appointed for the hearing of the Petition). =============== T H A I L A N D =============== BANGKOK BANK: Approves New TPI Restructuring Plan ------------------------------------------------- Bangkok Bank PCL, has no objections in Thai Petrochemical Industry PCL's (TPI) revised restructuring plan. Chairman Chatri Sophonpanich said over the weekend the plan covers $2.9 billion in debts that TPI owes to creditors, which Bangkok Bank has the largest share, Businessday reports. The new business rehabilitation plan of TPI includes a capital decrease followed by capital raising, debt-to-equity conversion and bringing in strategic partners. There are talks that TPI is planning to seek PTT Plc and Siam Cement Plc as potential partners, as of now both companies have not released comments yet. "As a creditor, BBL wants TPI to pay back all its debts. Indeed, we want a management team specializing in this industry to manage TPI," Mr. Chatri told reporters. Analysts said that the potential revival of TPI sounded exciting. The company has assets of $3.6 billion, including an integrated petrochemical complex. With a viable capital structure, TPI can thrive in the current petrochemical up-cycle. However there are still a lot of factors to consider since some creditors and the court still have to approve the plan. Company founder, Prachai Leophairatana is still opposed to the plan. MILLENIUM STEEL: Issues Update on Rehabilitation Process -------------------------------------------------------- Millennium Steel PCL reported to the Stock Exchange of Thailand the progress of the business reorganization process for the period covered September 2003 to April 2004. The following are the details: (1) Financial Status In 2003, Company had assets totally 20,486 million Baht, liabilities at 16,613 million Baht and equity at 8,872 million Baht. Cash flows at 1,353 million baht, occurred from operating activity before changes in operating assets and liabilities, it was very good basis on the company's performance and is more adequate for operating and repayment. The feasibility of Company financial structure, had a ratio of debt to equity at 1.3 times, it is a minimized proportion as compared with the same industry. (2) Operating Results The Company had total revenues of THB10,398 million in the year 2003, net loss of THB42 million, earning before interest, tax, depreciation and amortization (EBITDA) of THB1,266 million, it was an operating results had better than the forecasted operating results of merger plan that there was net loss at THB1,326 million and EBITDA at THB570 million since the average selling price and sales volume was higher than the projection, the net sales, therefore, increased at 42 percent. Besides, gross profit margin in the year 2003 had 12 percent; it was significant higher than the projection due to more sales volume caused an achievement of economy of scale. The Company financial status and operating results as aforementioned were performing well caused by planning on production with the efficient cost management for each plant and expansion of new distribution channels. Moreover, the Company has set up policies on marketing, procurement, finance and other operational activities for maximizing of efficient operation. In addition, the company has strove to enhance its competitiveness through the upgrading equipment for producing more value added products. The Company forecasts for the year 2004 predict continued expansion of the national economy, on the back of stronger economic fundamentals, which will most definitely be of benefit to the company. These are resulted in the company financial status and operating results with stability along the company business situation. Please be informed accordingly. Sincerely Yours, Millennium Steel Public Company Limited (Mr. Santi Charnkolrawee) President PRASIT PATANA: Clarifies Shareholders' Meeting Agenda ----------------------------------------------------- Prasit Patana PCL issues clarification to the Stock Exchange of Thailand the resolutions of the Board of Director's meeting held on Thursday 25th March 2004, Topic # 4 related to the General Shareholders' Meeting # 1/2004 agendas: (4.5) Increase the Number of Board of Directors to 13 for the benefit of voting. Additional Director to be appointed is Mr. Wiseth Panutal as the remaining Audit Committee member as approved by the Board of Directors' resolution and must be appointed by the Shareholders' meeting. (4.9) Appoint KPMG Phoomchai Audit Company Limited by Mr. Pisit Chiwaruangroch, Registration # 2803; Mr. Vairoj Jindamaneepitak, Registration # 3565; Mr. Winid Silamongkol, Registration # 3378 as the external auditor for 2004 with compensation of Baht 890,000 (4.10) Approve the reclassification between Legal reserve in accordance with the law, premiums on share capital and retained loss. As the company successfully implemented the conditions stipulated in the Rehabilitation Plan approved by the creditors and the Central Bankruptcy Court utilizing the debt to equity conversion method; resulting in new share issuance at lowers than share price to repay all the creditors. As a result of the conversion, the company sustained share discount or loss from issuance of new shares of 2,940,676,028 Baht, which was recorded separately from the accumulated loss entry. In addition, the company has revenue from share premium over par value resulting in a share capital premium reserve of 1,690,623,854 Baht, which was also recorded separately. The company would like to propose to transfer the above legal reserve required by law of 55,154,778 Baht and the share premium reserve of 1,690,623,854 to offset the company's accumulated loss as at December 31, 2003 of 11,811,730,221 Baht in accordance with the procedures required by the Public Company Act. The result would be a decrease of accumulated loss and an overall improvement of our financial status and increase financial confidence in the company. (4.11) Consider the amendment the Articles of Association to add an additional regulation which is No. 27, the requirements on related transactions and the asset procurement and disposal in accordance with the following Stock Exchange of Thailand regulations: "No. 27 In case the company or its subsidiaries agree to engage in related transactions or transactions involving asset procurement and disposal in accordance with definitions and classifications of the Stock Exchange of Thailand on related transactions or asset procurement and disposal, the company must strictly adhere to the regulations and procedures as per the stipulations in the Stock Exchange of Thailand's announcements on such transactions." (4.12) Acknowledge the change of head office address from: 364/1 Sriayudhaya Rd., Tanon Phyathai Sub-District, Phyathai District, Bangkok 10400 to 943 Phahonyotin Rd., Samsennai Sub-District, Phyathai District, Bangkok 10400 Telephone: 0-2617-2444 Ext 1970-1971 Fax : 0-2617-2463 For your kind acknowledgement, Faithfully Yours, (Mr. Sitthichai Sukcharoenmitr) Director THAI PETROCHEMICAL: Updates Progress Report of Reorganization ------------------------------------------------------------- Thai Petrochemical Industry PCL, submits to the Stock Exchange of Thailand the company's Progress Report of the Financial Problem Solving and Performance as well as Business Reorganization Plan during October 16, 2003 to March 31, 2004. On July 11, 2003, the Central Bankruptcy Court issued an order appointing the Ministry of Finance as the new Plan Administrator of the Thai Petrochemical Industry Public Company Limited. The Ministry of Finance appointed representatives of the Ministry of Finance, which comprises of General Mongkon Ampornpisit, Mr. Pala Sookawesh, Mr. Pakorn Malakul Na Ayudhya, Mr. Aree Wongsearaya, and Mr. Thanong Bidaya to undertake the rehabilitation of the company in compliance with the laws and Business Reorganization Plan. The Company would like to submit a progress report of the undertaking of Business Reorganization Plan as follow: (A) Mission and Keys Policies The Plan Administrator received the Company's assets, seals, and a set of books and accounts of the company from the Official Receiver and the temporary Plan Administrator on July 16, 2003, which was regarded as the first day of the undertaking of the Company's business and operations by the Plan Administrator. In exercising such roles, the Plan Administrator has adopted the guidelines and the objectives to carry out and amend the Company's Business Reorganization Plan as soon as possible. To achieve such objectives, the Plan Administrator has defined these 4 key policies: (1) To ensure the continuity of the company's business, (2) To ensure the creditors that debts' repayment will be made in due course, (3) To ensure that debtors will be treated fairly and (4) To assure the job security of all staff and employees, The Plan Administrator has prescribed key measures and operational steps to ensure that the Business Reorganization Plan will be effectively carried out in due course. For the effectiveness of the measures set forth, the Plan Administrator has set up its office at the company's Head Office. Key measures and operational steps as above-mentioned can be identified as: (1) Appointing Independent Accountants of the Plan Administrator to control and monitor the financial and accounting operations, (2) Appointing Legal Advisors who are neutral and eligible in the field of Bankruptcy Act and business reorganization, and (3) Appointing: (a) Qualified Financial Advisors, who have experience in financial restructuring and business reorganization, to advise to the Plan Administrator in amending the Company's Business Reorganization Plan and (b) Technical Advisors to give advice on the production plan. These advisors must closely cooperate in order to complete the amendment of the Company's Business Reorganization Plan in due course. (B) The Progress of the Business Reorganization Plan Amendment The company's financial advisors comprised of SCB securities Co., Ltd and Morgan Stanley Dean Witter Asia (Singapore) have completed the draft of the amended business reorganization plan and are in negotiation with the Committee of Creditors. The target schedule for the submission of the amended plan to the Central Bankruptcy Court is within the next 1-2 months. However, the schedule for the completion of the amendment process, which requires the approval of the creditors and the Central Bankruptcy Court, could not be set precisely. (C) Work Performance of the Plan Administrator (1) Production During the second half of 2003, the company's average petroleum refining level was at 150,000 barrels per day resulting in the improvement of sales revenue and EBITDA, which were recorded at 50,249 million Bath and 4,569 million Bath respectively. The company has conducted market research and sensitivity analysis that bring about the appropriated production plan for 2004, which sets the average refining level at 160,000 barrels per day. However, the refining level could be increased if the market price of petrochemical product is deemed favorable and beneficial for the company. (2) Finance (2.1) Working Capital Requirement The USD 75 million working capital loans granted by the Committee of Creditors was suspended since the management of the Interim Plan Administrator. Later on, the Committee of Creditors informed to the current Plan Administrator that the Committee of Creditors would like to set the loan as the last resort and did not have any objection if the Plan Administrator would seek additional loans from other sources. Accordingly, the current Plan Administrator has cancelled the working capital loan agreement with the Committee of Creditors but asked for additional loans from other financial institutions. At present, three financial institutions grant USD120 million additional loans to the company. (2.2) Unpaid interest and current interest The company has resumed to service the interest, which was in arrears since the removal of the former Plan Administrator in April 2003. On December 19, 2003, the company made the interest payment to the Scheme Creditors for the 8 consecutive months of unpaid tier 1 interest during April 2003 to November 2003. Additionally, the tier 1 interest for December 2003 was paid on January 7, 2004. The interest rates of the above mentioned payment and next payments until completion of the amendment of the Reorganization Plan are set at MLR - 1 percent, LIBOR + 1 percent and EURIBOR +1 percent whereas the interest rates specified in the current Reorganization Plan are MLR + 2 percent, LIBOR + 2 percent and EURIBOR + 2 percent. The interest differential is being proposed for write-off in the amended Reorganization Plan. (3) Coordination with the Company's Creditors The Plan Administrator has coordinated with the creditors and attended regularly meetings with the Committee of Creditors. The Plan Administrator also submitted the monthly operation reports to the creditors, which bring about the mutual understanding with the creditors. Apparently, the committee of Creditors has set a working group to closely coordinate with the Plan Administrator to reach the conclusion of the Amended Plan as soon as possible. (4) Pending Litigations During October 16, 2003 to March 31, 2004, there are 28 pending litigation cases against the company and its subsidiary: -14 creditor claims cases against Thai Petrochemical Industry Public Company Limited -4 labor cases against Thai Petrochemical Industry Public Company Limited -4 foreign arbitration cases against Thai Petrochemical Industry Public Company Limited -2 labor cases against TPI Oil Co. Ltd. -4 creditor claims cases against Thai ABS Co., Ltd. ********* 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., Frederick, Maryland USA. Lyndsey Resnick, Ma. Cristina Pernites-Lao, Faith Marie Bacatan, Editors. Copyright 2004. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. 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