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(Incorporated in Bermuda with limited liability)
(Stock Code: 43)
CONNECTED TRANSACTIONS
CAPITAL CONTRIBUTION
AND
FORMATION OF A NEW JOINT VENTURE COMPANY
Capital Contribution
On 3 December 2007, CT Quanzhou, a wholly-owned subsidiary of the Company, entered
into the Supplemental Agreement to the Articles, the Amended JV Contract and the Amended
Capital Increase Agreement with Quanzhou L-Lysine Factory, Fujian Feedmill, Zhong Gu
Feedmill, CT Feedmill, CT Xiamen, CT Neimenggu and CT Hubei, pursuant to which, the
parties have conditionally agreed to (i) increase the registered capital of the JV Company, a
subsidiary of the Company, by RMB36,000,000 (approximately HK$37,440,000) from
RMB45,750,000 (approximately HK$47,580,000) to RMB81,750,000 (approximately
HK$85,020,000); and (ii) increase the total investment of the JV Company by
RMB118,500,000 (approximately HK$123,240,000) from RMB81,500,000 (approximately
HK$84,760,000) to RMB200,000,000 (approximately HK$208,000,000).
According to the Supplemental Agreement to the Articles, the Amended JV Contract and the
Amended Capital Increase Agreement, CT Quanzhou (which is currently interested in a
55% equity interest in the JV Company) will maintain its capital contribution, but not make
any additional contribution whereas Quanzhou L-Lysine Factory, Fujian Feedmill and Zhong
Gu Feedmill (each of which is to the best knowledge of the Directors is an Independent
Third Party), CT Feedmill (a non-wholly owned subsidiary of the Company which is also a
connected person of the Company for Listing Rules purposes), CT Xiamen, CT Neimenggu
and CT Hubei (each of which is a wholly-owned subsidiary of the Company) will contribute
RMB7,200,000 (approximately HK$7,488,000), RMB5,400,000 (approximately
HK$5,616,000), RMB3,600,000 (approximately HK$3,744,000), RMB10,729,614.71
(approximately HK$11,158,799.30), RMB5,703,326.46 (approximately HK$5,931,459.52),
RMB1,667,058.83 (approximately HK$1,733,741.18) and RMB1,700,000 (approximately
HK$1,768,000) respectively to the registered capital of the JV Company.
The Chearavanont Shareholders, on an aggregate basis, are indirectly interested in
approximately 51.43% of the issued share capital of the Company. The Chearavanont
Shareholders, through CPG, a company in which they have a combined 51.31% shareholding
interest, are interested in 33.6% in aggregate of the issued share capital of CT Feedmill
(with the balance of 66.4% held by a wholly-owned subsidiary of the Company). Accordingly,
CT Feedmill is an associate of the Chearavanont Shareholders and therefore is a connected
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person of the Company for the purposes of the Listing Rules. Given that the JV Company is
a subsidiary of the Company, the entering into of the Supplemental Agreement to the
Articles, the Amended JV Contract and the Amended Capital Increase Agreement in relation
to the capital contribution by (amongst others) CT Feedmill to the JV Company constitutes
a connected transaction for the Company under Rule 14A.32 of the Listing Rules.
As each of the percentage ratios in respect of the capital contribution by CT Feedmill to the
JV Company is less than 2.5%, the transaction contemplated therein is subject to the reporting
and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and
is exempt from independent shareholders’ approval.
Formation of a New JV Company
On 3 December 2007, the Company through its wholly-owned subsidiary, Chia Tai (China),
entered into the New JV Agreement and the New JV Articles with Chengdu Zhong Ji
Investment for the establishment of the New JV Company, which will principally be engaged
in the production and sale of animal feed, poultry, swine and aqua products.
The New JV Company will be owned as to 20% by Chengdu Zhong Ji Investment and as to
80% by Chia Tai (China) upon establishment. The registered capital of the New JV Company
will be RMB20,000,000 (approximately HK$20,800,000) which will be contributed as to
RMB4,000,000 (approximately HK$4,160,000) by Chengdu Zhong Ji Investment and as to
RMB16,000,000 (approximately HK$16,640,000) by Chia Tai (China), in proportion to
their respective equity interests in the New JV Company. Each of the JV Parties will
contribute its share of the registered capital in cash.
Chengdu Zhong Ji Investment is a wholly-owned subsidiary of Chengdu Modern Agriculture.
As Chengdu Modern Agriculture is a substantial shareholder of Chengdu CT, which is a
non-wholly owned subsidiary of the Company, Chengdu Modern Agriculture is a connected
person of the Company under the Listing Rules. Accordingly, the establishment of the New
JV Company between a wholly-owned subsidiary of the Company and a wholly-owned
subsidiary of Chengdu Modern Agriculture constitutes a connected transaction of the
Company. As the relevant percentage ratios under Chapter 14A of the Listing Rules
represented by Chia Tai (China)’s proposed contribution to the New JV Company’s registered
capital are less than 2.5%, the transaction falls within the provision under Rule 14A.32(1)
of the Listing Rules and is subject to the reporting and announcement requirements set out
in Rules 14A.45 to 14A.47 of the Listing Rules and is exempt from independent shareholders’
approval.
SUPPLEMENTAL AGREEMENT TO THE ARTICLES, THE AMENDED JV
CONTRACT AND THE AMENDED CAPITAL INCREASE AGREEMENT
Date: 3 December 2007
Parties:
(i) CT Quanzhou;
(ii) Quanzhou L-Lysine Factory;
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(iii) Fujian Feedmill;
(iv) Zhong Gu Feedmill;
(v) CT Feedmill;
(vi) CT Xiamen;
(vii) CT Neimenggu; and
(viii) CT Hubei.
Capital Contribution to the JV Company
The existing registered capital of the JV Company is RMB45,750,000 (approximately
HK$47,580,000) and is owned as to 55% by CT Quanzhou, a wholly-owned subsidiary of the
Company, and as to 20%, 15% and 10% respectively by Quanzhou L-Lysine Factory, Fujian
Feedmill and Zhong Gu Feedmill. Each of CT Feedmill (which, as explained under “Listing
Rules Implications” below, is a non-wholly owned subsidiary of the Company and a connected
person of the Company), CT Xiamen, CT Neimenggu and CT Hubei (each being a wholly-
owned subsidiary of the Company) currently has no interest in the JV Company. Pursuant to
the Supplemental Agreement to the Articles, the Amended JV Contract and the Amended
Capital Increase Agreement, the parties have conditionally agreed to (i) increase the registered
capital of the JV Company, which is currently a 55% owned (through CT Quanzhou) subsidiary
of the Company, by RMB36,000,000 (approximately HK$37,440,000) from RMB45,750,000
(approximately HK$47,580,000) to RMB81,750,000 (approximately HK$85,020,000); and (ii)
increase the total investment of the JV Company by RMB118,500,000 (approximately
HK$123,240,000) from RMB81,500,000 (approximately HK$84,760,000) to RMB200,000,000
(approximately HK$208,000,000).
According to the terms of the Supplemental Agreement to the Articles, the Amended JV
Contract and the Amended Capital Increase Agreement, CT Quanzhou will maintain its capital
contribution, but not make any additional contribution whereas Quanzhou L-Lysine Factory,
Fujian Feedmill, Zhong Gu Feedmill, CT Feedmill, CT Xiamen, CT Neimenggu and CT
Hubei will contribute RMB7,200,000 (approximately HK$7,488,000), RMB5,400,000
(approximately HK$5,616,000), RMB3,600,000 (approximately HK$3,744,000),
RMB10,729,614.71 (approximately HK$11,158,799.30), RMB5,703,326.46 (approximately
HK$5,931,459.52), RMB1,667,058.83 (approximately HK$1,733,741.18) and RMB1,700,000
(approximately HK$1,768,000) respectively to the registered capital of the JV Company in
cash within 30 days from the effective date of the Capital Contributions.
Save for the capital contribution mentioned above, each of Quanzhou L-Lysine Factory, Fujian
Feedmill, Zhong Gu Feedmill, CT Feedmill, CT Xiamen, CT Neimenggu and CT Hubei is not
required to make any other capital contribution (including cash contribution) to the JV Company.
The additional registered capital will be contributed by (i) the existing equity holders of the
JV Company (except for CT Quanzhou) in proportion to their respective equity interests in the
JV Company; and (ii) as to the proportion represented by CT Quanzhou’s existing equity
interest in the JV Company, by CT Feedmill, CT Xiamen, CT Neimenggu and CT Hubei. The
amount of contribution was agreed by commercial negotiations between the relevant parties
on an arm’s length basis.
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Upon completion of the capital increase, the registered capital of the JV Company will be
increased from RMB45,750,000 (approximately HK$47,580,000) to RMB81,750,000
(approximately HK$85,020,000), which will be owned as to 30.78%, 6.98%, 2.04% and 2.08%
respectively by CT Quanzhou, CT Xiamen, CT Neimenggu and CT Hubei (each of which is a
wholly-owned subsidiary of the Company), as to 13.12% by CT Feedmill (a non-wholly
owned subsidiary and a connected person of the Company), and as to 20%, 15% and 10%
respectively by Quanzhou L-Lysine Factory, Fujian Feedmill and Zhong Gu Feedmill (each of
which is an Independent Third Party). Accordingly, the effective interest held by the Group in
the JV Company will be reduced to 50.59% but the JV Company will continue to be accounted
for and consolidated in the audited consolidated accounts of the Company as a subsidiary.
The following is the table of comparison on the registered capital and equity interest of the
equity holders before and after Capital Contribution:
Before Capital After Capital
Equity Holder Contribution Contribution
Registered Equity Registered Equity
Capital Interest Capital Interest
(RMB) (RMB)
Quanzhou L-Lysine Factory 9,151,000 20% 16,351,000 20%
Fuijian Feedmill 6,863,000 15% 12,263,000 15%
Zhong Gu Feedmill 4,576,000 10% 8,176,000 10%
CT Quanzhou 25,160,000 55% 25,160,000 30.78%
CT Feedmill – – 10,729,614.71 13.12%
CT Xiamen – – 5,703,326.46 6.98%
CT Neimenggu – – 1,667,058.83 2.04%
CT Hubei – – 1,700,000 2.08%
Total: 45,750,000 100% 81,750,000 100%
Condition
The Capital Contribution shall take effect upon all necessary approvals from the relevant PRC
authorities of the transactions contemplated in the Supplemental Agreement to the Articles,
the Amended JV Contract and the Amended Capital Increase Agreement having been obtained.
There is no long stop date provided in the Supplemental Agreement to the Articles, the
Amended JV Contract and the Amended Capital Increase Agreement.
Board composition of the JV Company
The board of directors of the JV Company currently comprises seven (7) directors of whom
four (4) have been appointed by CT Quanzhou and one (1) by each of Quanzhou L-Lysine
Factory, Fujian Feedmill and Zhong Gu Feedmill. Upon completion of the Capital Contribution,
the board composition of the JV Company will remain unchanged and none of CT Feedmill,
CT Xiamen, CT Neimenggu and CT Hubei has the right to appoint any director on the board
of directors of the JV Company.
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Information on the JV Company
The JV Company was established in the PRC on 7 July 1989 as a limited liability company.
The registered capital of the JV Company is RMB45,750,000 (approximately HK$47,580,000).
The JV Company is owned as to 55% by CT Quanzhou, 20% by Quanzhou L-Lysine Factory,
15% by Fujian Feedmill and 10% by Zhong Gu Feedmill. The JV Company is principally
engaged in the manufacturing and distribution of L-Lysine, one of the biochemical products
produced by the Group.
The table below sets out selected financial information on the JV Company based on its
audited accounts (prepared in accordance with the PRC accounting standards) for the two
years ended 31 December 2006:
Year ended Year ended
31 December 2005 31 December 2006
RMB’000 RMB’000
Turnover 73,703 16,321
Loss before taxation 21,597 17,724
Taxation – –
Loss after taxation 21,597 17,724
The net tangible asset value of the JV Company as at 31 December 2006 was RMB131,158,000
(approximately HK$136,404,320) (based on the audited accounts prepared in accordance with
the PRC accounting standards).
THE NEW JV AGREEMENT AND THE NEW JV ARTICLES
Date: 3 December 2007
Parties:
(i) Chia Tai (China); and
(ii) Chengdu Zhong Ji Investment.
Principal terms:
Purpose of the New JV Company
Pursuant to the terms and conditions of the New JV Agreement, the JV Parties have agreed to
set up the New JV Company in Leshan City, Sichuan Province, PRC. The New JV Company,
which is expected to commence operations in January, 2008 will focus on the production and
sale of animal feed as well as poultry, swine and aqua products in Leshan City, Sichuan
Province, PRC.
Total investment amount, registered capital and capital contribution
The New JV Company will be owned as to 20% by Chengdu Zhong Ji Investment and as to
80% by Chia Tai (China) upon establishment. Upon completion, the New JV Company will
become a subsidiary of the Group and its financial results will be consolidated in the audited
consolidated accounts of the Company.
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The total investment amount of the New JV Company will be RMB28,000,000 (approximately
HK$29,120,000) and its registered capital will be RMB20,000,000 (approximately
HK$20,800,000) which will be contributed as to RMB4,000,000 (approximately HK$4,160,000)
by Chengdu Zhong Ji Investment and RMB16,000,000 (approximately HK$16,640,000) by
Chia Tai (China), in proportion to their respective equity interests in the New JV Company.
Chia Tai (China)’s contribution to the registered capital of the New JV Company shall be
funded through the Group’s internal resources.
The JV Parties have agreed that the difference between the total investment amount and the
registered capital will be financed, where required, by the New JV Company’s corporate
borrowings or other financing arrangements. The Group has no other capital commitment in
connection with the establishment of the New JV Company in addition to the obligation to
contribute its share of the registered capital to provide any guarantee for the New JV Company’s
financing arrangements. The Company will comply with the Listing Rules if it provides any
guarantee for any such financing arrangements.
Each of the JV Parties will contribute its share of the registered capital in cash. Pursuant to
the New JV Agreement, each of the JV Parties is required to contribute 50% of its share of the
registered capital to the New JV Company within 30 days from the date of approval of the
issuance of the business licence of the New JV Company and to contribute the remaining in
full within six months from the date of issuance of the business licence of the New JV
Company.
Term of the New JV Company
The New JV Company shall have a term of 60 years from the date of the issuance of its
business licence. Upon approval by all directors of the New JV Company, the New JV Company
may apply to the relevant governmental body to extend the business licence.
Board composition
The board of directors of the New JV Company will comprise six (6) directors. Chia Tai
(China) and Chengdu Zhong Ji Investment shall be entitled to appoint four (4) and two (2)
directors, respectively.
Profit sharing
Each of the JV Parties will be entitled to share the profits of the New JV Company in
proportion to their respective equity interests in the New JV Company.
Transfer of interests in the New JV Company
Neither one of the JV Parties may transfer its equity interests in the New JV Company without
the prior consent from the other JV Party. If either of the JV Parties wishes to sell its equity
interests in the New JV Company to a third party, the other JV Party has the right of pre-
emption to purchase such equity interests on no less favorable terms.
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Conditions precedent
The New JV Agreement will not come into effect until the following conditions have been
fulfilled:
(a) all necessary approvals, processes, and/or authorizations for the implementation of the
transactions contemplated under the New JV Agreement having been obtained by the JV
Parties; and
(b) the approval(s) from the Ministry of Commerce of the PRC or its delegated authority in
relation to the transactions contemplated under the New JV Agreement having been
obtained.
No provision is contained in the New JV Agreement which specifies the latest time for the
fulfillment of the above conditions. The Directors currently expect that completion of the New
JV Agreement will take place within six months from the date of the New JV Agreement.
Should any of the conditions not be fulfilled and completion of the New JV Agreement not
take place, the New JV Agreement will not be effective and the Company will not have any
liability or obligation thereunder except the payment of its proportionate share of the expenses
relating to the formation of the New JV Company.
REASONS FOR THE CAPITAL CONTRIBUTION AND THE FORMATION OF THE
NEW JV COMPANY
The Group is principally engaged in the trading of agricultural products, feedmill and poultry
operations, the manufacturing and sale of motorcycles and accessories of automotives and
property and investment holding.
In light of the capital requirements for the production and operations as well as the needs for
business development of the JV Company, the board of directors of the JV Company resolved
to increase the registered capital to RMB81,750,000 (approximately HK$85,020,000). Each of
the existing equity holders of the JV Company (except CT Quanzhou) have agreed to contribute
the additional registered capital of the JV Company on a pro-rata basis and the three wholly-
owned subsidiaries of the Company and the non-wholly owned subsidiary of the Company
arranged by CT Quanzhou, have also agreed to contribute the additional registered capital of
the JV Company. CT Feedmill is engaged in the production and sale of animal feed business
through its jointly-controlled entities established in the PRC. The Capital Contribution would
provide an opportunity for CT Feedmill to invest in complementary business which would
enhance synergy effect.
The Board considers that the establishment of the New JV Company will enable the Group to
enhance its agribusiness network to Leshan City while reducing logistics cost and therefore it
could bring in long-term benefits to the Group.
The Directors (including the independent non-executive Directors) consider the terms of the
Supplemental Agreement to the Articles, the Amended JV Contract, the Amended Capital
Increase Agreement, the New JV Agreement and the New JV Articles are on normal commercial
terms, fair and reasonable and in the overall best interest of the Company and its shareholders.
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LISTING RULES IMPLICATIONS
The Chearavanont Shareholders, on an aggregate basis, are indirectly interested in approximately
51.43% of the issued share capital of the Company. The Chearavanont Shareholders, through
CPG, a company in which they have a combined 51.31% shareholding interest, are interested
in 33.6% in aggregate of the issued share capital of CT Feedmill. Accordingly, CT Feedmill is
an associate of the Chearavanont Shareholders and therefore is a connected person of the
Company for the purposes of the Listing Rules. Given that the JV Company is a subsidiary of
the Company, the entering into of the Supplemental Agreement to the Articles, the Amended
JV Contract and the Amended Capital Increase Agreement, in relation to the capital contribution
by (amongst others) CT Feedmill to the JV Company constitutes a connected transaction for
the Company under Rule 14A.32 of the Listing Rules.
As each of the percentage ratios in respect of the capital contribution by CT Feedmill to the
JV Company is less than 2.5%, the transaction contemplated therein is subject to the reporting
and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules and is
exempt from independent shareholders’ approval.
Chengdu Zhong Ji Investment is a wholly-owned subsidiary of Chengdu Modern Agriculture.
As Chengdu Modern Agriculture is a substantial shareholder of Chengdu CT, which is a non-
wholly owned subsidiary of the Company, Chengdu Modern Agriculture is a connected person
of the Company under the Listing Rules. Accordingly, the establishment of the New JV
Company between a wholly-owned subsidiary of the Company and a wholly-owned subsidiary
of Chengdu Modern Agriculture constitutes a connected transaction of the Company. As the
relevant percentage ratios under Chapter 14A of the Listing Rules represented by Chia Tai
(China)’s proposed contribution to the New JV Company’s registered capital are less than
2.5%, the transaction falls under within the provision under Rule 14A.32(1) of the Listing
Rules and is subject to the reporting and announcement requirements set out in Rules 14A.45
to 14A.47 of the Listing Rules and is exempt from independent shareholders’ approval.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the
context requires otherwise.
“Amended Capital Increase the capital increase agreement of the JV Company dated 3
Agreement” December 2007 entered into between CT Quanzhou,
Quanzhou L-Lysine Factory, Fujian Feedmill, Zhong Gu
Feedmill, CT Feedmill, CT Xiamen, CT Neimenggu and CT
Hubei
“Amended JV Contract” The amended joint venture contract of the JV Company dated
3 December 2007 entered into between CT Quanzhou,
Quanzhou L-Lysine Factory, Fujian Feedmill, Zhong Gu
Feedmill, CT Feedmill, CT Xiamen, CT Neimenggu and CT
Hubei
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Board” the board of Directors
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“Capital Contribution” the contribution of a total amount of RMB36,000,000
(approximately HK$37,440,000) by Quanzhou L-Lysine
Factory, Fujian Feedmill, Zhong Gu Feedmill, CT Feedmill,
CT Xiamen, CT Neimenggu and CT Hubei respectively to
the registered capital of the JV Company pursuant to the
Supplemental Agreement to the Articles, the Amended JV
Contract and the Amended Capital Increase Agreement
“Chearavanont Shareholders” four members of the Chearavanont family, namely Mr. Jaran
Chiaravanont, Mr. Montri Jiaravanont, Mr. Sumet Jiaravanon
and Mr. Dhanin Chearavanont who, on an aggregate basis,
are indirectly interested in approximately 51.43% of the issued
share capital of the Company
“Chengdu CT” M}"!5P (Chengdu Chia Tai Co., Ltd.), a company
established in the PRC, which is owned as to 70% by Chia
Tai (China) and as to 30% by Chengdu Modern Agriculture
and is principally engaged in the production and sale of animal
feed and chickens
“Chengdu Modern 9$58"!5P Chengdu Modern
Agriculture” Agriculture Development Investment Company Limited
(formerly known as 8"!
(Chengdu Zhong Ji (Group) Industrial Company Limited)), a
state-owned enterprise established in the PRC and is
principally engaged in investment holding
“Chengdu Zhong Ji "! (Chengdu Zhong Ji Investment
Investment” Company Limited), a company established in the PRC, which
is wholly-owned by Chengdu Modern Agriculture and is
principally engaged in investment holding
“Chia Tai (China)” M} 7 "! (Chia Tai (China) Investment Co.,
Ltd.), a company established in the PRC, which is a wholly-
owned subsidiary of the Company and is principally engaged
in investment holding and trading
“connected person” has the meaning ascribed to it under the Listing Rules
“CPG” Charoen Pokphand Group Company Limited, a company duly
organized and existing under the laws of the Kingdom of
Thailand and owned as to 51.31% by the Chearavanont
Shareholders
“Company” C.P. Pokphand Co. Ltd., a company incorporated in Bermuda
whose shares are listed and traded on the Main Board of the
Stock Exchange under stock code 43
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“CT Feedmill” Chia Tai Feedmill Company Limited (M}q"! ),
a company incorporated in Hong Kong on 7 September 1984,
which is owned as to 33.6% by CPG and 66.4% by a wholly-
owned subsidiary of the Company and principally engaged
in investment holding
“CT Hubei” Chia Tai Hubei Company Limited (M}"! ), a
company incorporated in Hong Kong on 3 March 1992, which
is indirectly wholly-owned by the Company and principally
engaged in investment holding
“CT Neimenggu” Chia Tai Neimenggu Company Limited (M}"
! ), a company incorporated in Hong Kong on 7 September
1993, which is indirectly wholly-owned by the Company and
principally engaged in investment holding
“CT Quanzhou” Chia Tai Quanzhou Company Limited (M}p"! ),
a limited liability company incorporated in Hong Kong on 24
February 1989, which is indirectly wholly-owned by the
Company and principally engaged in investment holding
“CT Xiamen” Chia Tai Xiamen Company Limited (M}"! ), a
company incorporated in Hong Kong on 13 December 1988,
which is indirectly wholly-owned by the Company and
principally engaged in investment holding
“Directors” the directors of the Company
“Fujian Feedmill” 2q8! (Fujian Province Feedmill Industrial
Company), a company established in the PRC, which to the
best knowledge of the Directors is an Independent Third Party
“Group” the Company and its subsidiaries from time to time
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Independent Third Party(ies)” an independent person not connected with the Group or any
of the directors, chief executives, substantial shareholders of
the Company or any of its subsidiaries or any of their
respective associates
“JV Company” p}p`"! (Quanzhou Daquan L-Lysine
Company Limited), a limited liability company incorporated
in the PRC on 7 July 1989, which is currently owned as to
55%, 20%, 15% and 10% by CT Quanzhou, Quanzhou L-
Lysine Factory, Fujian Feedmill and Zhong Gu Feedmill
respectively
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“JV Parties” Chia Tai (China) and Chengdu Zhong Ji Investment
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“New JV Agreement” the joint venture agreement dated 3 December 2007 entered
into between Chia Tai (China) and Chengdu Zhong Ji
Investment for the establishment of the New JV Company
“New JV Articles” the articles of association of the New JV Company relating
to the New JV Agreement
“New JV Company” the sino-foreign equity joint venture company to be
established in the PRC pursuant to the New JV Agreement
and the New JV Articles, with the proposed name of M
}58"! (Leshan Chia Tai Agriculture
Technological Co., Ltd.)
“PRC” the People’s Republic of China (for the purpose of this
announcement, excluding Hong Kong, the Macau Special
Administrative Region and Taiwan)
“Quanzhou L-Lysine Factory” p`@ (Quanzhou L-Lysine Factory), a company
established in the PRC, which is to the best knowledge of
the Directors is an Independent Third Party
“RMB” Renminbi, the lawful currency of the PRC
“Stock Exchange”
12
Note:
For the purpose of this announcement, translation of RMB into HK$ are made for illustration purposes
only at the exchange rate of RMB1.00 to HK$1.04.
No representation is made that any amount in RMB or HK$ could have been or could be converted at
the above rate or at any other rates at all.
By Order of the Board
Robert Ping-Hsien Ho
Director
Hong Kong, 3 December 2007
As at the date of this announcement, the Board comprises twelve executive Directors, namely
Mr. Sumet Jiaravanon, Mr. Dhanin Chearavanont, Mr. Thanakorn Seriburi, Mr. Meth
Jiaravanont, Mr. Anan Athigapanich, Mr. Damrongdej Chalongphuntarat, Mr. Robert Ping-
Hsien Ho, Mr. Bai Shanlin, Mr. Soopakij Chearavanont, Mr. Nopadol Chiaravanont, Mr.
Benjamin Jiaravanon and Mr. Narong Chearavanont and three independent non-executive
Directors, namely Mr. Kowit Wattana, Mr. Sombat Deo-isres and Mr. Ma Chiu Cheung, Andrew.
CONNECTED TRANSACTIONSCAPITAL CONTRIBUTIONANDFORMATION OF A NEW JOINT VENTURE COMPANY |
