RNS Number:1464K
Pokphand (C.P.) Co Ltd
17 April 2003

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.

                             C.P. Pokphand Co. Ltd
                (Incorporated in Bermuda with limited liability)

                     DISCLOSEABLE AND CONNECTED TRANSACTION

                           PROPOSED PRIVATISATION OF

                       EK CHOR CHINA MOTORCYCLE CO. LTD.

                       BY WAY OF A SCHEME OF ARRANGEMENT

The directors of the Company announce that EKC has proposed to put forward a
proposal to the Scheme Shareholders regarding the privatisation of EKC by way of
a scheme of arrangement under Section 99 of the Companies Act.

It is proposed that all Scheme Shares will be cancelled in exchange for US$3.75
(approximately HK$29.25) in cash for each Scheme Share. As at the date of this
announcement, the Scheme Shareholders were interested in 5,574,000 Shares,
representing approximately 31.8% of the issued share capital of EKC. The maximum
amount of cash required in order to effect the Proposal is US$20,902,500
(approximately HK$163,039,500).

The Proposal will be implemented by way of the Scheme. Following the effective
date of the Scheme, EKC will become a wholly-owned subsidiary of the Company.
The Proposal is conditional upon the fulfilment or waiver, as applicable, of the
conditions including the approvals by the Scheme Shareholders at the Court
Meeting and by the Shareholders at a special general meeting of EKC as described
in the section headed "Conditions of the Proposal" below. EKC intends to have
the Shares delisted from the New York Stock Exchange following completion of the
Scheme.

The Proposal will constitute a discloseable transaction for the Company pursuant
to Rule 14.12 of the Listing Rules and a circular containing details of the
Proposal will be despatched to the shareholders of the Company as soon as
practicable. As at the date of this announcement, Mr. Dhanin Chearavanont, the
Chairman and Chief Executive Officer and a director of the Company, and Mr.
Sumet Jiaravanon, the Executive Chairman and a director of the Company, together
were interested in an aggregate 49.4% of the issued share capital of the
Company. They, together with Mr. Thanakorn Seriburi (a director of the Company
and EKC) and Mr. Edward Chih-Li Chen (a director of EKC), and their respective
Associates were interested in an aggregate of 280,000 Shares (representing
approximately 1.6% of the issued share capital of EKC) as at the date of this
announcement. As the Proposal involves EKC, being a subsidiary of the Company,
agreeing under the terms of the Proposal to pay the Cancellation Price to Scheme
Shareholders including those persons as mentioned above in consideration of the
cancellation of the Scheme Shares in which these persons are interested, this
part of the Proposal will constitute a connected transaction of the Company
pursuant to the Listing Rules. The total consideration to be paid by EKC to the
aforesaid persons under the Proposal will be approximately US$1,050,000
(approximately HK$8,190,000) (based on the Cancellation Price of US$3.75
(approximately HK$29.25) per Scheme Share), representing less than 3% of the
audited net tangible assets of the Company as at 31st December, 2002.
Accordingly, it will fall within the de minimis exemption in the Listing Rules
and will, therefore, not be subject to the independent shareholders' approval
requirements applicable to connected transactions in Chapter 14 of the Listing
Rules but particulars are required to be disclosed in this announcement. Details
of this part of the Proposal will be included in Company's next published
annual report and accounts in accordance with Rule 14.25 (1) of the Listing
Rules.

At the request of the Company, trading in the shares of the Company on the Hong
Kong Stock Exchange was suspended from 9:30 a.m. (Hong Kong time) on 16th April,
2003, pending the issue of this announcement. Application has been made by the
Company to the Hong Kong Stock Exchange for the resumption of trading in the
shares of the Company with effect from 9:30 a.m. (Hong Kong time) on 17th April,
2003.


Shareholders of the Company and potential investors should be aware that the
implementation of the Proposal is subject to the conditions as set out below
being fulfilled or waived, as applicable, and thus the Proposal may or may not
become effective. They should exercise caution when dealing in the shares of the
Company.

INTRODUCTION

The directors of the Company announce that EKC has proposed to put forward a
proposal to the Scheme Shareholders regarding the privatisation of EKC by way of
the Scheme.

TERMS OF THE PROPOSAL

The Scheme will provide that the Scheme Shares be cancelled and, in
consideration thereof, each Scheme Shareholder will be entitled to receive the
Cancellation Price, being US$3.75 (approximately HK$29.25) in cash from EKC for
every Scheme Share held.

The Cancellation Price represents:

*           a premium of approximately 23.0% to the closing price of US$3.05 per
Share as quoted on the New York Stock Exchange on 15th April, 2003;


*           a premium of approximately 41.5% to the average closing price
of US$2.65 per Share as quoted on the New York Stock Exchange based on the daily
closing prices as quoted on the New York Stock Exchange over the five trading
days up to and including 15th April, 2003;

*           a premium of approximately 43.1% to the average closing price
of US$2.62 per Share as quoted on the New York Stock Exchange based on the daily
closing prices as quoted on the New York Stock Exchange over the ten trading
days up to and including 15th April, 2003;


*           a premium of approximately 67.4% to the average closing price of
US$2.24 per Share as quoted on the New York Stock Exchange based on the daily
closing prices as quoted on the New York Stock Exchange over the thirty trading
days up to and including 15th April, 2003; and


*           a discount of approximately 35.6% to the net tangible asset value of
US$5.82 per Share as at 31st December, 2002.


In determining the Cancellation Price, the directors of EKC have carefully
considered and evaluated a number of factors including the trading liquidity,
the average market price of the Shares and the benefits of the Proposal as
further discussed in the section headed "Reasons for the Proposal" below. The
directors of EKC considered that the Cancellation Price to be received by the
Scheme Shareholders is fair and reasonable so far as the Scheme Shareholders are
concerned.

As at the date of this announcement, there were 17,526,000 Shares in issue of
which the Company held 11,952,000 Shares and the Scheme Shareholders were
interested in the balance of 5,574,000 Shares, representing approximately 31.8%
of the issued capital of EKC. The maximum amount of cash required in order to
effect the Proposal is approximately US$20,902,500 (approximately
HK$163,039,500), which will be funded out of the internal resources of EKC. The
directors of EKC have advised that sufficient financial resources are available
to EKC for the purposes of implementation of the Proposal.

CONDITIONS OF THE PROPOSAL

The Scheme will become effective and binding on EKC and all Shareholders
(including Scheme Shareholders) subject to the fulfilment or waiver (as
applicable) of the following conditions:

(a)     the affirmative vote in respect of the Scheme by a majority in number
(i.e. more than 50%) of the Scheme Shareholders who represent at least
three-fourths in value of the Scheme Shares present and voting (either in person
or by proxy) at the Court Meeting;

(b)     the sanction of the Scheme (with or without modification) by the Supreme
Court;

(c)     the delivery of an office copy of the Order of the Supreme Court
sanctioning the Scheme to the Registrar for registration, and the due
registration by the Registrar of such Order;

(d)     the passing of the necessary resolution to approve and implement
the Scheme and give effect to the Scheme (including the reduction of both the
authorised and issued share capital and the additional paid-in capital of EKC)
by a simple majority (i.e. more than 50%) of the Shareholders present and voting
(either in person or by proxy) at a special general meeting of EKC; and

(e)     the necessary compliance with the procedural requirements under
Section 46 of the Companies Act for the proposed reduction of both the
authorised and issued share capital and the additional paid-in capital of EKC to
give effect to the Scheme.


Certain Scheme Shareholders including Mr. Dhanin Chearavanont, Mr. Sumet
Jiaravanon, Mr. Thanakorn Seriburi and Mr. Edward Chih-Li Chen, primarily
directors and executive officers of the Company and/or EKC, have agreed to
abstain from voting their shares in the Court Meeting. None of the Shareholders
will abstain from voting at the special general meeting of EKC.

Shareholders of the Company and potential investors should be aware that the
implementation of the Proposal is subject to the conditions as set out above
being fulfilled or waived, as applicable, and thus may or may not become
effective. They are advised to exercise caution when dealing in the shares of
the Company.


EXPECTED DATE OF THE SCHEME

If all the above conditions are fulfilled or waived, as applicable, the Company
expects that the Scheme will become effective on or before Monday, 23rd June,
2003 upon which an office copy of the Order of the Court sanctioning the Scheme
under Section 99 of the Companies Act is duly registered by the Registrar.


SHAREHOLDING STRUCTURE

As at the date of this announcement, the Company was beneficially interested in
11,952,000 Shares, representing approximately 68.2% of the issued share capital
of EKC. As at the same date, Mr. Dhanin Chearavanont, the Chairman and Chief
Executive Officer and a director of the Company, and Mr. Sumet Jiaravanon, the
Executive Chairman and a director of the Company, together were interested in an
aggregate 49.4% of the issued share capital of the Company. They, together with
Mr. Thanakorn Seriburi (a director of the Company and EKC) and Mr. Edward
Chih-Li Chen (a director of EKC), and their respective Associates were
interested in an aggregate of 280,000 Shares (representing approximately 1.6% of
the issued share capital of EKC). Save as disclosed, no connected person in
relation to the Company is interested in the Shares as at the date of this
announcement. The table below sets out the shareholding structure of EKC as at
the date of this announcement and immediately after the Scheme becoming
effective:

                           As at the date of     Immediately after the Scheme
                           this announcement          becoming effective

Shareholders                  Number of      %             Number of         %
                               Shares                       Shares

the Company                11,952,000     68.2          11,952,000       100.0

the aforesaid directors       280,000      1.6                   0           0
and substantial
shareholders of
the Company and/or
EKC and their
respective Associates

other Shareholders          5,294,000     30.2                   0           0

                  Total    17,526,000    100.0          11,952,000       100.0


The Company is an investment holding company incorporated in Bermuda with
limited liability and its shares are listed on the main board of the Hong Kong
Stock Exchange and the London Stock Exchange. Its subsidiaries are principally
engaged in the trading of agricultural products, feedmill and poultry
operations, the production and sale of motorcycles and accessories for
automotives and property and investment holding.

Following the effective date of the Scheme, EKC will become a wholly-owned
subsidiary of the Company.


REASONS FOR THE PROPOSAL

The directors of the Company are of the view that the business of EKC will,
after the Scheme becomes effective, be able to operate more effectively and
efficiently without the additional complexities and associated maintenance costs
of being a company listed on the New York Stock Exchange, and to access new
opportunities in future. As a wholly-owned subsidiary of the Company, it will be
possible to manage EKC in a more integrated manner, with greater flexibility to
streamline resources and consolidate operations. The directors of the Company
believe that the Proposal will allow the Group to achieve greater efficiency and
enhance its competitiveness in this highly challenging market environment.
Having considered the financial position of EKC, the directors of the Company
consider that since EKC will become a wholly-owned subsidiary of the Company
following the effective date of the Scheme, the Scheme will have a positive
effect on both the consolidated balance sheet and the consolidated profit and
loss account of the Company and its subsidiaries.

The directors of EKC believe that the Proposal represents an excellent
opportunity for the Scheme Shareholders to realise their investment at a cash
price above the levels at which the Shares have consistently been traded in the
previous year. Also, the expenses of EKC's operations will be reduced through
eliminating the costs of reporting and compliance that are required for a
company listed on the New York Stock Exchange. In the circumstances, the
directors of EKC have decided to put forward the Proposal to the Scheme
Shareholders for their consideration.


INFORMATION ON EKC

EKC is an investment holding company incorporated in Bermuda with limited
liability whose Shares have been listed on the New York Stock Exchange since
1993. Its joint ventures and associated companies are principally engaged in the
design, manufacture and sale of motorcycles and motorcycle parts and components,
automotive air conditioner compressors and carburetors, and certain other
automotive parts and components. A summary of the audited consolidated
statements of income of the Group, for the two financial years ended 31st
December, 2002, which was extracted from the audited financial statements of EKC
for the financial year ended 31st December, 2002, is as follows:


                                      Year ended                  Year ended
                                  31st December,              31st December,
                                            2002                        2001
                                   RMB/US$(Y000)               RMB/US$(Y000)

Turnover                                       -                           -

Share of net income of
joint ventures and
associated companies                73,890/8,924                54,090/6,533

Net income before minority

interests and tax from
continuing operations               33,320/4,024                33,565/4,054

Net income from continuing
operations                          34,639/4,184                34,507/4,167

Net income from discontinued
operations                          18,326/2,213                   3,832/463

Net income                          52,965/6,397                38,339/4,630


As at 31st December, 2002, the shareholders' equity of EKC were approximately
US$101.95 million (approximately HK$795.21 million). The accounts of EKC have
been and will continue to be consolidated to the Company and its
subsidiaries'accounts before and after the Scheme becoming effective.

WITHDRAWAL OF LISTING OF THE SHARES

Upon the Scheme becoming effective, all Scheme Shares will be cancelled. Share
certificates for the Shares held by the Scheme Shareholders will thereafter
cease to have effect as documents or evidence of title. Immediately following
the effective date of the Scheme. EKC will apply to the New York Stock Exchange
for the withdrawal of the listing of the Shares on the New York Stock Exchange.
Save as stated above, no other conditions are required to be satisfied prior to
EKC applying to the New York Stock Exchange for the withdrawal of the listing of
the Shares.

suspension and resumption of trading

At the request of the Company, trading in the shares of the Company on the Hong
Kong Stock Exchange was suspended from 9:30 a.m. (Hong Kong time) on 16th April,
2003, pending the issue of this announcement. Application has been made by the
Company to the Hong Kong Stock Exchange for the resumption of trading in the
shares of the Company with effect from 9:30 a.m. (Hong Kong time) on 17th April,
2003.

GENERAL

The Proposal will constitute a discloseable transaction for the Company pursuant
to Rule 14.12 of the Listing Rules and a circular containing details of the
Proposal will be despatched to the shareholders of the Company.

As stated above, as at the date of this announcement, Mr. Dhanin Chearavanont,
the Chairman and Chief Executive Officer and a director of the Company, and Mr.
Sumet Jiaravanon, the Executive Chairman and a director of the Company, together
were interested in an aggregate 49.4% of the issued share capital of the
Company. They, together with Mr. Thanakorn Seriburi (a director of the Company
and EKC) and Mr. Edward Chih-Li Chen (a director of EKC), and their respective
Associates were interested in an aggregate of 280,000 Shares (representing
approximately 1.6% of the issued share capital of EKC) as at the date of this
announcement. As the Proposal involves EKC, being a subsidiary of the Company,
agreeing under the terms of the Proposal to pay the Cancellation Price to Scheme
Shareholders including those persons as mentioned above in consideration of the
cancellation of the Scheme Shares in which these persons are interested, this
part of the Proposal will constitute a connected transaction of the Company
pursuant to the Listing Rules. The total consideration to be paid by EKC to the
aforesaid persons under the Proposal will be approximately US$1,050,000
(approximately HK$8,190,000) (based on the Cancellation Price of US$3.75
(approximately HK$29.25) per Scheme Share), representing less than 3% of the
audited net tangible assets of the Company as at 31st December, 2002.
Accordingly, it will fall within the de minimis exemption in the Listing Rules
and will, therefore, not be subject to the independent shareholders' approval
requirements applicable to connected transactions in Chapter 14 of the Listing
Rules but particulars are required to be disclosed in this announcement. Details
of this part of the Proposal will be included in the Company's next published
annual report and accounts in accordance with Rule 14.25(1) of the Listing
Rules.

As at the date of this announcement, the Company was beneficially interested in
11,952,000 Shares, representing approximately 68.2% of the issued share capital
of EKC. Shares held by the Company will not form part of the Scheme Shares.
Accordingly, the Company will not be voting at the Court Meeting. All
Shareholders (including the Company and its Associates) will have rights of
attendance, participation and the capacity to vote at the special general
meeting of EKC. The Company has indicated to EKC that if the Scheme is approved
at the Court Meeting, it and its Associates will vote in favour of the special
resolution to be proposed at the special general meeting of EKC, to be convened
immediately following the Court Meeting, to approve and give effect to the
Scheme.

In this announcement, the following expressions have the meanings set out below
unless the context requires otherwise.


"Associate(s)"        has the meaning ascribed thereto under the Listing Rules

"Cancellation Price"  a price of US$3.75 per Scheme Share payable to the Scheme
                      Shareholders under the Scheme

"Companies Act"       the Companies Act 1981 of Bermuda (as amended)

"Company"             C.P. Pokphand Co. Ltd., an exempted company incorporated 
                      in Bermuda with limited liability whose shares are listed 
                      on the main board of the Hong Kong Stock Exchange and the 
                      London Stock Exchange

"Court Meeting"       a meeting of the Scheme Shareholders to be convened at the
                      direction of the Supreme Court at which the Scheme will be
                      voted upon

"EKC"                 Ek Chor China Motorcycle Co. Ltd., an exempted company 
                      incorporated in Bermuda with limited liability whose 
                      shares are listed on the New York Stock Exchange in which 
                      the Company owns approximately 68.2% of the issued share
                      capital

"Group"               EKC and its subsidiaries

"HK$"                 Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong"           the Hong Kong Special Administrative Region of The 
                      People's Republic of China

"Hong Kong 
Stock Exchange"       The Stock Exchange of Hong Kong Limited

"Listing Rules"       Rules Governing the Listing of Securities on Hong Kong 
                      Stock Exchange

"Proposal"            the proposal for the privatisation of EKC by way of the 
                      Scheme

"Registrar"           Registrar of Companies in Bermuda

"RMB"                 renminbi, the lawful currency of the People's Republic of 
                      China

"Scheme"              a scheme of arrangement under section 99 of the Companies 
                      Act involving the cancellation of all Scheme Shares

"Scheme Share(s)"     Share(s) held by Scheme Shareholders

"Scheme 
Shareholder(s)"       Shareholder(s) of EKC other than the Company

"Shareholders"        registered holders of Shares

"Shares"              common shares of par value US$0.10 per share in the 
                      capital of EKC

"Supreme Court"       the Supreme Court of Bermuda

"US$"                 United States dollar(s), the lawful currency of the United
                      States

"%"                   per cent.

                             By Order of the Board

                              Dhanin Chearavanont

                      Chairman and Chief Executive Officer

Hong Kong, 16th April, 2003

Note:      For the purpose of this announcement, the following exchange rates
have been used for conversion into Hong Kong dollars for indication only:
US$1.00 = HK$7.80 and RMB1.00 = HK$0.94

                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

SOASFFSEWSDSEIL