10:02     C.P. POKPHAND<00043> - Announcement (1)                             

    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)                          
    (Stock Code: 43)                                                          
                                                                              
    CONTINUING CONNECTED TRANSACTIONS                                         
                                                                              
    The Board announces that on 15th February, 2005, the CPP                  
    Subsidiaries (excluding Chia Tai Food) entered into a number              
    of master supply agreements with the CTEI Supermarket                     
    Subsidiaries in respect of the supply of merchandise including            
    edible oil, eggs, chicken and processed meat, duck and processed          
    meat. These agreements set out the framework within which the             
    relevant merchandise is to be supplied by the CPP Subsidiaries            
    (excluding Chia Tai Food) and in particular the key terms and             
    conditions and the general pricing principles to be followed              
    by the CTEI Supermarket Subsidiaries when they place specific             
    orders from time to time with the CPP Subsidiaries (excluding             
    Chia Tai Food) for the purchase of the relevant merchandise.              
                                                                              
    CTEI and its subsidiaries are associates of the controlling               
    shareholders of CPP and therefore are connected persons of CPP            
    as defined under Rule 14A.11 of the Listing Rules. Accordingly,           
    transactions under the relevant master supply agreements                  
    constitute continuing connected transactions for CPP under the            
    Listing Rules.                                                            
                                                                              
    On 15th February, 2005, each of Ningbo Oil, Qingdao Chia Tai,             
    Xianghe Chia Tai and Chia Tai Food entered into a master supply           
    agreement with Shanghai Lotus for the supply of merchandise               
    including edible oil, chicken and processed meat and duck and             
    processed meat to Shanghai Lotus. Such agreements also set out            
    the framework within which the relevant merchandise are to be             
    supplied by the CPP Subsidiaries (excluding Shaanxi Chia Tai)             
    and in particular the key terms and conditions and the general            
    pricing principles to be followed by Shanghai Lotus when they             
    place specific orders with the CPP Subsidiaries (excluding                
    Shaanxi Chia Tai) from time to time for the purchase of the               
    relevant merchandise.                                                     
                                                                              
    Shanghai Lotus is a subsidiary of C.P. Seven Eleven which is              
    an associate of the controlling shareholders of CPP, and                  
    therefore is a connected person of CPP as defined under Rule              
    14A.11 of the Listing Rules. Accordingly, transactions under              
    the relevant master supply agreements constitute continuing               
    connected transactions for CPP under the Listing Rules.                   
                                                                              
    Taking into account the aggregate number of CTEI Continuing               
    Connected Transactions and Shanghai Lotus Continuing Connected            
    Transactions being entered into by the respective CPP                     
    Subsidiaries, the aggregate annual caps of the CTEI Continuing            
    Connected Transactions and the aggregate annual caps of the               
    Shanghai Lotus Continuing Connected Transactions, CPP will have           
    each of the Continuing Connected Transactions and the related             
    caps be subject to Independent Shareholders' approval at the              
    SGM and be the subject of advice from the Independent Board               
    Committee and the fairness opinion of an independent financial            
    adviser. The Chearavanont Shareholders and their respective               
    associates (including CPI Holdings Co., Ltd.) will abstain from           
    voting at the SGM.                                                        
                                                                              
    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 SGM to                
    approve the Continuing Connected Transactions and the relevant            
    caps under each of the Continuing Connected Transactions will             
    be issued to the Shareholders as soon as practicable.                     
                                                                              
    DETAILS OF THE CTEI CONTINUING CONNECTED TRANSACTIONS                     
    The CTEI Continuing Connected Transactions comprise                       
    transactions carried out by the CPP Subsidiaries with the                 
    respective CTEI Supermarket Subsidiaries pursuant to the                  
    following agreements:-                                                    
                                                                              
    (1)   Ningbo Oil Edible Oil Supply (1) Agreement                          
                                                                              
    (2)   Ningbo Oil Edible Oil Supply (2) Agreement