PanAgra International Corporation Announces the Acquisition of a Controlling Interest in a Chinese Environmental Protection Vehicle Company

Apr 27, 2001, 01:00 ET from PanAgra International Corporation

    NEW YORK, April 27 /PRNewswire/ --
 PanAgra International Corporation (OTC Bulletin Board:   PNGR) today announced
 that it and its newly-formed subsidiary Minghua Acquisition Corp., a Delaware
 corporation ("Acquisition Corp."), have entered into a stock purchase
 agreement (the "Agreement") with Mr. Li Chuquan and Mr. Chan Kuen Kwong
 (collectively, the "Sellers") relating to the purchase by Acquisition Corp. of
 all of the outstanding capital stock of Ming Hua Group International Holding
 (Hong Kong) Limited, a corporation existing under the laws of the Hong Kong
 Special Administrative Region of the Peoples Republic of China ("Ming Hua
 Group International").  Ming Hua Group International holds, as its only asset,
 an 85% equity interest in Shenzhen Minghua Environmental Protection Vehicles
 Co., Ltd, a corporation existing under the laws of the Peoples Republic of
 China (the "Environmental Vehicle Company").  Pursuant to the Agreement,
 Acquisition Corp. is obligated to pay a $1,000,000 deposit to the Sellers
 within fifteen days and to deliver to the Sellers 28,000,000 shares of PanAgra
 Common Stock at the closing of the transactions contemplated by the Agreement
 (the "Closing").  PanAgra will fund such cash amount and issue such shares on
 behalf of Acquisition Corp. as a capital contribution to Acquisition Corp.
 The deposit will be returned to Acquisition Corp. if the Closing does not
 occur unless the failure to close results from a breach of the Agreement by
 PanAgra or the Acquisition Corp.  The Closing is subject to various conditions
 including the completion of a due diligence investigation by PanAgra and
 Acquisition Corp. of Ming Hua Group International and the Environmental
 Vehicle Company.  From and after the Closing, PanAgra will indirectly control
 the Environmental Vehicle Company.
     The Environmental Vehicle Company is the owner of patented technology
 relating to hybrid vehicles powered by a combination of a combustion diesel
 engine and an electric power system (the "Minghua Hybrid Vehicle").  The
 Environmental Vehicle Company is initially focusing its efforts on the Chinese
 public transportation sector.   Minghua Hybrid Vehicles consist of four models
 (coaches and mini-buses) that can be used in this sector.  The Environmental
 Vehicle Company has not made any sales of Minghua Hybrid Vehicles to date,
 however, it has entered into 4 non-binding letters of intent for the sale of
 up to 110 coaches.
     The Environmental Vehicle Company believes that the Minghua Hybrid Vehicle
 differs from other environmentally protective vehicles offered in the Chinese
 market for the following reasons: (a) the Minghua Hybrid Vehicle offers an
 automatic switch which allows the vehicle to select the optimal type of energy
 (diesel or electric) for different types of travel, (b) the Minghua Hybrid
 Vehicle operates with a parallel composite power system (i.e., the diesel
 engine and the electric power system can be used alternatively and
 independently, depending on the given conditions), (c) the Minghua Hybrid
 Vehicle achieves a "zero-emission" level while operating on its battery, (d)
 the battery used by the Minghua Hybrid Vehicle recharges when the vehicle is
 running on diesel fuel, (e) the Minghua Hybrid Vehicle complies with European
 II Discharge Standards.  The Minghua Hybrid Vehicle is the first of its kind
 in China and may become a leading technology on a global scale.
     At the Closing Mr. Li Chuquan will obtain a controlling interest in
 PanAgra.  As soon as practical after the Closing, PanAgra intends to change
 its name to Minghua Group International Holdings Limited and at such time,
 PanAgra intends to increase the size of its board and to appoint Mr. Li
 Chuquan, the Chairman of Ming Hua Group International and the Environmental
 Protection Vehicle Company, as chairman of PanAgra.
 
     Statements included in this press release, which are not historical in
 nature, including, without limitation, statements regarding (i) the ability of
 PanAgra and Acquisition Corp. to effect the Closing and the actions referred
 to in this press release to be taken after the Closing, (ii) the viability of
 the Environmental Vehicle Company's patent and its ability to exploit such
 patent and (iii) the ability of the Environmental Vehicle Company to enter
 into binding agreements for the sale of its vehicles, are forward-looking
 statements made pursuant to the safe-harbor provisions of the Private
 Securities Litigation Reform Act of 1995.  Forward-looking statements
 regarding the acquisition of Ming Hua Group International, the company's
 future business prospects, plans, objectives, expectations and intentions are
 subject to certain risks, uncertainties and other factors that could cause
 actual results to differ materially from those projected or suggested in the
 forward looking statements, including unforeseen results of the Company's due
 diligence review, the inability of PanAgra to obtain necessary governmental
 (including foreign) and third party consents, the inability of PanAgra to
 raise additional capital and the emergence of additional competing
 technologies.  This press release shall not constitute an offer to sell or the
 solicitation of an offer to buy the securities of PanAgra nor shall there be
 any sale of these securities in any state in which such offer, solicitation or
 sale would be unlawful prior to registration or qualifications under the
 securities laws of any such state.
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X12139873
 
 

SOURCE PanAgra International Corporation
    NEW YORK, April 27 /PRNewswire/ --
 PanAgra International Corporation (OTC Bulletin Board:   PNGR) today announced
 that it and its newly-formed subsidiary Minghua Acquisition Corp., a Delaware
 corporation ("Acquisition Corp."), have entered into a stock purchase
 agreement (the "Agreement") with Mr. Li Chuquan and Mr. Chan Kuen Kwong
 (collectively, the "Sellers") relating to the purchase by Acquisition Corp. of
 all of the outstanding capital stock of Ming Hua Group International Holding
 (Hong Kong) Limited, a corporation existing under the laws of the Hong Kong
 Special Administrative Region of the Peoples Republic of China ("Ming Hua
 Group International").  Ming Hua Group International holds, as its only asset,
 an 85% equity interest in Shenzhen Minghua Environmental Protection Vehicles
 Co., Ltd, a corporation existing under the laws of the Peoples Republic of
 China (the "Environmental Vehicle Company").  Pursuant to the Agreement,
 Acquisition Corp. is obligated to pay a $1,000,000 deposit to the Sellers
 within fifteen days and to deliver to the Sellers 28,000,000 shares of PanAgra
 Common Stock at the closing of the transactions contemplated by the Agreement
 (the "Closing").  PanAgra will fund such cash amount and issue such shares on
 behalf of Acquisition Corp. as a capital contribution to Acquisition Corp.
 The deposit will be returned to Acquisition Corp. if the Closing does not
 occur unless the failure to close results from a breach of the Agreement by
 PanAgra or the Acquisition Corp.  The Closing is subject to various conditions
 including the completion of a due diligence investigation by PanAgra and
 Acquisition Corp. of Ming Hua Group International and the Environmental
 Vehicle Company.  From and after the Closing, PanAgra will indirectly control
 the Environmental Vehicle Company.
     The Environmental Vehicle Company is the owner of patented technology
 relating to hybrid vehicles powered by a combination of a combustion diesel
 engine and an electric power system (the "Minghua Hybrid Vehicle").  The
 Environmental Vehicle Company is initially focusing its efforts on the Chinese
 public transportation sector.   Minghua Hybrid Vehicles consist of four models
 (coaches and mini-buses) that can be used in this sector.  The Environmental
 Vehicle Company has not made any sales of Minghua Hybrid Vehicles to date,
 however, it has entered into 4 non-binding letters of intent for the sale of
 up to 110 coaches.
     The Environmental Vehicle Company believes that the Minghua Hybrid Vehicle
 differs from other environmentally protective vehicles offered in the Chinese
 market for the following reasons: (a) the Minghua Hybrid Vehicle offers an
 automatic switch which allows the vehicle to select the optimal type of energy
 (diesel or electric) for different types of travel, (b) the Minghua Hybrid
 Vehicle operates with a parallel composite power system (i.e., the diesel
 engine and the electric power system can be used alternatively and
 independently, depending on the given conditions), (c) the Minghua Hybrid
 Vehicle achieves a "zero-emission" level while operating on its battery, (d)
 the battery used by the Minghua Hybrid Vehicle recharges when the vehicle is
 running on diesel fuel, (e) the Minghua Hybrid Vehicle complies with European
 II Discharge Standards.  The Minghua Hybrid Vehicle is the first of its kind
 in China and may become a leading technology on a global scale.
     At the Closing Mr. Li Chuquan will obtain a controlling interest in
 PanAgra.  As soon as practical after the Closing, PanAgra intends to change
 its name to Minghua Group International Holdings Limited and at such time,
 PanAgra intends to increase the size of its board and to appoint Mr. Li
 Chuquan, the Chairman of Ming Hua Group International and the Environmental
 Protection Vehicle Company, as chairman of PanAgra.
 
     Statements included in this press release, which are not historical in
 nature, including, without limitation, statements regarding (i) the ability of
 PanAgra and Acquisition Corp. to effect the Closing and the actions referred
 to in this press release to be taken after the Closing, (ii) the viability of
 the Environmental Vehicle Company's patent and its ability to exploit such
 patent and (iii) the ability of the Environmental Vehicle Company to enter
 into binding agreements for the sale of its vehicles, are forward-looking
 statements made pursuant to the safe-harbor provisions of the Private
 Securities Litigation Reform Act of 1995.  Forward-looking statements
 regarding the acquisition of Ming Hua Group International, the company's
 future business prospects, plans, objectives, expectations and intentions are
 subject to certain risks, uncertainties and other factors that could cause
 actual results to differ materially from those projected or suggested in the
 forward looking statements, including unforeseen results of the Company's due
 diligence review, the inability of PanAgra to obtain necessary governmental
 (including foreign) and third party consents, the inability of PanAgra to
 raise additional capital and the emergence of additional competing
 technologies.  This press release shall not constitute an offer to sell or the
 solicitation of an offer to buy the securities of PanAgra nor shall there be
 any sale of these securities in any state in which such offer, solicitation or
 sale would be unlawful prior to registration or qualifications under the
 securities laws of any such state.
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X12139873
 
 SOURCE  PanAgra International Corporation