09:29     C.P. POKPHAND<00043> - Announcement & Resumption (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.                                                     
                                                                              
    This announcement appears for information purposes                        
    only and does not constitute an invitation or offer                       
    to acquire, purchase or subscribe for any securities.                     
                                                                              
    C.P. POKPHAND CO. LTD.                                                    
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 43)                                                          
                                                                              
    (1) PROPOSED CAPITAL REORGANISATION,                                      
    (2) CONNECTED TRANSACTION & SPECIAL MANDATE : PROPOSED                    
    ISSUE OF THE SUBSCRIPTION SHARES                                          
    (WITH WARRANTS) OF C.P. POKPHAND CO. LTD.,                                
    (3) APPLICATION FOR THE GRANTING OF                                       
    THE WHITEWASH WAIVER                                                      
    AND (4) RESUMPTION OF SHARE TRADING                                       
                                                                              
    (1)   PROPOSED CAPITAL REORGANISATION                                     
    The Directors propose that the share capital of the                       
    Company be reorganised in the following manner:                           
                                                                              
    (1)   the paid-up capital and nominal value of each                       
    issued Share be reduced from US$0.05 to US$0.01 by                        
    cancelling paid-up capital to the extent of US$0.04                       
    on each issued Share (and the necessary amendment(s)                      
    be made to the bye-laws of the Company);                                  
                                                                              
    (2)   the authorised but unissued Shares be cancelled                     
    and the authorised share capital of the Company be                        
    increased to the original level by the creation of                        
    the requisite number of Adjusted Shares; and                              
                                                                              
    (3)   the credit of US$86,339,231 (based on                               
    2,158,480,786 Shares in issue as at the date of this                      
    announcement) or US$104,775,078 (based on                                 
    2,619,376,942 Shares in issue assuming the                                
    subscription rights attaching to all the outstanding                      
    Share Options are exercised before the Capital                            
    Reorganisation becomes effective) arising from the                        
    Capital Reduction will be applied to the contributed                      
    surplus account of the Company, where it may be                           
    utilized by the Directors in accordance with the                          
    bye-laws of the Company and all applicable laws,                          
    including to eliminate the accumulated losses of the                      
    Company.                                                                  
                                                                              
    (2)   PROPOSED SUBSCRIPTION OF THE SUBSCRIPTION                           
    SHARES (TO BE ISSUED WITH WARRANTS) & (3) THE WHITEWASH                   
    WAVIER                                                                    
    On 2nd March, 2005, Worth Access entered into the                         
    Subscription Agreement with the Company for the                           
    conditional subscription of the Subscription Shares                       
    at a price of HK$0.32 each for an aggregate                               
    consideration of HK$234,000,000. Pursuant to the                          
    Subscription Agreement, the Subscription Shares will                      
    be issued with the Warrants.                                              
                                                                              
    Worth Access is an associate of the controlling                           
    shareholder of the Company and therefore is a                             
    connected person of the Company the Listing Rules.                        
    Accordingly, the Subscription constitutes a                               
    connected transaction for the Company under Rule                          
    14A.16(5) of the Listing Rules and is required to be                      
    made conditional upon the approval of the Independent                     
    Shareholders at the SGM by way of poll. CPI (including                    
    parties acting in concert with it) and their                              
    respective associates and those who are interested                        
    in or involved in the Subscription will abstain from                      
    voting at the SGM. The Subscription is also                               
    conditional on the Whitewash Waiver being obtained.                       
                                                                              
    (4)   SUSPENSION AND RESUMPTION OF SHARE TRADING                          
    At the request of the Company, trading in the Shares                      
    on the Stock Exchange was suspended from 9:30 a.m.                        
    on Friday, 25th February, 2005 pending the release                        
    of this announcement. Application has been made to                        
    the Stock Exchange for resumption of trading in the                       
    Shares with effect from 9:30 a.m. on Thursday, 3rd                        
    March, 2005.