10:05 C.P. POKPHAND<00043> - Announcement (9) The Directors (excluding the independent non-executive Directors whose views will be given after taking into account the advice from an independent financial adviser) consider that the terms of the respective CTEI Continuing Connected Transaction Agreements and Shanghai Lotus Continuing Connected Transaction Agreements are on normal commercial terms, fair and reasonable and in the interest of CPP and its shareholders as a whole. LISTING RULES IMPLICATIONS Four members of the Chearavanont family, namely, Mr. Jaran Chiaravanont, Mr. Montri Jiaravanont, Mr. Dhanin Chearavanont and Mr. Sumet Jiaravanon (the "Chearavanont Shareholders") (all of whom are directors of CPP), on an aggregate basis, through CPI Holdings Co., Ltd., are interested in approximately 49.42% of the issued share capital of CPP. 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. Accordingly, the CTEI Supermarket Subsidiaries, which are subsidiaries of CTEI, are associates of the controlling shareholders of the CPP and therefore are connected persons of CPP 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 CPP as defined under Rule 14A.11 of the Listing Rules. In view of the above, transactions under the CTEI Continuing Connected Transactions and Shanghai Lotus Continuing Connected Transactions constitute continuing connected transactions 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. GENERAL INFORMATION As at the date of this announcement, the Board of CPP comprises nine executive Directors, namely Mr. Jaran Chiaravanont, Mr. Montri Jiaravanont, Mr. Dhanin Chearavanont, Mr. Sumet Jiaravanon, Mr. Prasert Poongkumarn, Mr. Min Tieanworn, Mr. Thirayut Phitya-Isarakul, Mr. Thanakorn Seriburi and Mr. Veeravat Kanchanadul, and three independent non-executive Directors, namely Mr. Budiman Elkana, Mr. Chidchai Vanasatidya and Mr. Cheung Koon Yuet, Peter. 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 "Board" the board of Directors