09:46     CHIA TAI ENT<00121> - Announcement (11)                             

    LISTING RULES IMPLICATIONS                                                
    Mr. Dhanin Chearavanont, including through Ramon                          
    Limited, a company in which he has a 50.86%                               
    shareholding interest, is interested in approximately                     
    57.27% in aggregate of the issued share capital of CTEI.                  
                                                                              
    Four members of the Chearavanont family, namely, Mr.                      
    Jaran Chiaravanont, Mr. Montri Jiaravanont, Mr.                           
    Dhanin Chearavanont and Mr. Sumet Jiaravanon (all of                      
    whom are directors of CPP), on an aggregate basis,                        
    through CPI Holding Co., Ltd., are interested in                          
    approximately 49.42% of the issued share capital of                       
    CPP. Accordingly, CPP and the CPP Subsidiaries, are                       
    treated as associates of the controlling shareholders                     
    of CTEI and therefore are connected persons of CTEI                       
    as defined under Rule 14A.11 of the Listing Rules.                        
                                                                              
    Mr. Dhanin Chearavanont and his associates are                            
    indirectly interested in an aggregate of 46.6% of the                     
    issued share capital of C.P. Seven Eleven, and                            
    Shanghai Lotus has become a subsidiary of C.P. Seven                      
    Eleven in January, 2005. Shanghai Lotus is accordingly                    
    an associate of Mr. Dhanin Chearavanont and therefore                     
    is a connected person of CTEI as defined under Rule                       
    14A.11 of the Listing Rules.                                              
                                                                              
    In view of the above, transactions under the                              
    Continuing Connected Transaction Agreements                               
    constitute connected transactions under the Listing                       
    Rules. Taking into account the aggregate number of                        
    Continuing Connected Transactions being entered into                      
    by the respective CTEI Supermarket Subsidiaries, the                      
    aggregate annual caps of the transactions under the                       
    Merchandise Purchase Agreements, and the aggregate                        
    annual caps of the transactions under the Shanghai                        
    Lotus Agreements, CTEI will have each of the                              
    Continuing Connected Transactions and the related                         
    caps be subject to Independent Shareholders' approval                     
    at the EGM and be the subject of advice from the                          
    Independent Board Committee and the fairness opinion                      
    of an independent financial adviser. Mr. Dhanin                           
    Chearavanont and his associates will abstain from                         
    voting at the EGM.                                                        
                                                                              
    A circular containing information relating to the                         
    Continuing Connected Transactions, a letter from the                      
    Independent Board Committee, the opinion of the                           
    independent financial adviser to the Independent                          
    Board Committee and the Independent Shareholders,                         
    together with a notice to convene the EGM to approve                      
    the Continuing Connected Transactions and the                             
    relevant caps under the each of the Continuing                            
    Connected Transactions will be issued to the                              
    Shareholders as soon as practicable.                                      
                                                                              
    GENERAL INFORMATION                                                       
    As at the date of this announcement, the board of                         
    directors of the Company comprises nine executive                         
    Directors, namely Mr. Soopakij Chearavanont, Mr. Tse                      
    Ping, Dr. Lee G. Lam, Mr. Narong Chearavanont, Mr.                        
    Supachai Chearavanont, Mr. Chatchaval Jiaravanon, Mr.                     
    Kachorn Chiaravanont, Mr. Yang Xiaoping and Mr. Robert                    
    Ping-Hsien Ho and three independent non-executive                         
    Directors, namely, Mr. Viroj Sangsnit, Mr. Chokchai                       
    Kotikula and Mr. Cheng Yuk Wo.                                            
                                                                              
    DEFINITIONS                                                               
    In this announcement, the following expressions have                      
    the meanings set out below unless the context requires                    
    otherwise.                                                                
                                                                              
    "associate(s)"   has the meaning ascribed to it under                     
    the Listing Rules                                                         
                                                                              
    "Beijing Lotus"   *(Beijing                                               
    Lotus Supermarket Chain Store Co., Ltd.), a                               
    sino-foreign equity joint venture established in the                      
    PRC which is a subsidiary of CTEI                                         
                                                                              
    "Beijing Lotus Duck and Processed Meat Purchase                           
    Agreement"   the purchase agreement entered into                          
    between Beijing Lotus and Xianghe Chia Tai on 15th                        
    February, 2005 in relation to the purchase of duck and                    
    processed meat by Beijing Lotus from Xianghe Chia Tai                     
    on an ongoing basis