C P Pokphand : Re-election of Directors, General Mandates to Issue New Shares and Buy Back Shares and Notice of Annual General Meeting

April 27, 2021 at 06:21 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in C.P. POKPHAND CO. LTD., you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Bermuda with limited liability)

(Stock Code: 43)

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the annual general meeting ("AGM") of C.P. POKPHAND CO. LTD. (the "Company") to be held at Suites 6411-6416, 64th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on 11 June 2021, at 11:30 a.m. is set out on pages 15 to 21 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. no later than 11:30 a.m. on 9 June 2021) or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

In line with the prevailing practices and guidelines on the prevention of COVID-19, the Company may, depending on the development with regard to COVID-19, implement additional precautionary measures at the AGM which may include without limitation:

body temperature screening;
mandatory use of surgical face masks at all times on company premises;
mandatory health declaration - please be advised that anyone who is subject to quarantine, has any flu-like symptoms or has travelled overseas within 14 days immediately before the AGM, or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the AGM;
no refreshments will be provided to attendees; and
other practical precautions which may include maintaining appropriate distancing and spacing at the venue, limiting the number of attendees at the AGM as may be necessary to avoid over-crowding.

In light of the present risks posed by the COVID-19 pandemic, and if such risks continue at the time of the AGM, the Company strongly encourages the Shareholders NOT to attend the AGM in person, and in such case, advises the Shareholders to appoint the Chairman of the AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person. The Shareholders are advised to read the leaflet attached to this circular for further detail and monitor the development of COVID-19. The Company may implement further changes and precautionary measures as appropriate.

28 April 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . .	4
3.	Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Share Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	- Biographies of Retiring Directors Proposed to be
	Re-elected and Elected at the AGM . . . . . . . . . . . . . . .	7
Appendix II	- Explanatory Statement Relating to the Grant of
	Share Buy-backMandate . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"	the annual general meeting or any adjournment thereof (as the
	case may be) of the Company to be convened at Suites 6411-
	6416, 64th Floor, Two International Finance Centre, 8 Finance
	Street, Central, Hong Kong on 11 June 2021 at 11:30 a.m., the
	notice of which is set out on pages 15 to 21 of this circular
"Board"	the board of Directors of the Company
"Bye-laws"	the bye-laws of the Company (as amended from time to time)
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	C.P. POKPHAND CO. LTD., a company incorporated under the
	laws of Bermuda whose Shares are listed and traded on the Main
	Board of the Stock Exchange under stock code 43
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries from time to time
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Latest Practicable Date"	21 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	included herein
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"Nomination Committee"	the nomination committee of the Company
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
"Share(s)"	ordinary share(s) of US$0.01 each in the capital of the Company
	carrying voting rights at general meetings of the Company

	DEFINITIONS

"Share Issue Mandate"	the general and unconditional mandate to be granted to the
	Directors to allot, issue and deal with additional Shares not
	exceeding 20% of the total number of Shares in issue as at the
	date of passing of the ordinary resolution set out as resolution 6A
	in the notice of AGM
"Share Buy-back Mandate"	the general and unconditional mandate to be granted to the
	Directors to buy back Shares not exceeding 10% of the total
	number of Shares in issue as at the date of passing of the ordinary
	resolution set out as resolution 6B in the notice of AGM
"Shareholder(s)"	holder(s) of the Share(s) from time to time
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Code on Takeovers and Mergers
"US$"	United States dollars, the lawful currency of United States of
	America
"%"	per cent

References to time and dates in this circular are to Hong Kong time and dates.

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

	(Stock Code: 43)
Executive Directors:	Registered office:
Mr. Soopakij Chearavanont (Chairman)	Victoria Place, 5th Floor
Mr. Adirek Sripratak	31 Victoria Street
Mr. Suphachai Chearavanont	Hamilton HM10
Mr. Narong Chearavanont	Bermuda
Mr. Bai Shanlin
Mr. Sooksunt Jiumjaiswanglerg	Principal place of business
Mrs. Arunee Watcharananan	in Hong Kong:
Mr. Yu Jianping	21st Floor
	Far East Finance Centre
Non-executive Directors:	16 Harcourt Road
Mr. Meth Jiaravanont	Hong Kong
Mr. Yoichi Ikezoe
Independent Non-executive Directors:
Mr. Vinai Vittavasgarnvej
Mrs. Vatchari Vimooktayon
Mr. Cheng Yuk Wo
Professor Dr. Pongsak Angkasith
General Udomdej Sitabutr
	28 April 2021
To the Shareholders
Dear Sir or Madam,

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM for (1) the re-election of Directors; (2) the granting of the Share Issue Mandate; and (3) the granting of the Share Buy-back Mandate.

This circular contains the explanatory statement and all other information reasonably necessary to enable the Shareholders to make informed decisions as to whether to vote for or against the relevant resolutions to be proposed at the AGM, together with the notice of AGM.

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-law 82 of the Bye-laws, at each annual general meeting of the Company, no less than one-third of the directors for the time being shall retire from office rotation, provided that every Director shall be subject to retirement at least once every three years at the annual general meeting.

Accordingly, Mr. Soopakij Chearavanont, Mr. Suphachai Chearavanont (each an executive Director), Mr . Yoichi Ikezoe (a non - executive Director), Mr . Vinai Vittavasgarnvej ("Mr. Vittavasgarnvej") and Mrs. Vatchari Vimooktayon ("Mrs. Vimooktayon") (each an independent non-executive Director) will retire by rotation at the AGM. All retiring Directors, being eligible, have offered themselves for re-election at the AGM.

The Nomination Committee, having assessed the independence of all independent non-executive Directors and reviewed the respective profile and contribution of the retiring Directors, recommended the Board to propose the re-election of each of the such retiring Directors at the AGM. The Nomination Committee considered that each of the retiring Directors suitable for re-election in line with the approach set out in the nomination policy and the diversity policy of the Company.

The Nomination Committee considered both Mr. Vittavasgarnvej and Mrs. Vimooktayon have substantial board experience and good understandings of the Group's operations. They have contributed significantly to helping the Company achieve high standards of corporate governance and have contributed to the diversity of the Board by bringing their professional accounting and finance experience and their independent opinions to the Company. Mrs. Vimooktayon, as Chairman of the Nomination Committee, and Mr. Suphachai Chearavanont, as member of the Nomination Committee, abstained from voting on the recommendations for her/his nomination when it was being considered.

Both Mr. Vittavasgarnvej and Mrs. Vimooktayon were not involved in the everyday management of the Company, did not have any family ties with other Directors or senior management of the Company and the Company is not aware of any circumstance which would interfere with the exercise of their professional judgment. Each of them has also given an annual confirmation of his/her independence pursuant to Rule 3.13 of the Listing Rules to the Company.

Based on the above, the Board believes that each of Mr. Vittavasgarnvej and Mrs. Vimooktayon has the character, integrity and experience to fulfill the role of an independent non-executive Director and, if re-elected, will continue to make significant contribution to the Company. The Board adopted the recommendations of the Nomination Committee and proposes that the retiring Directors be re-elected at the AGM. The retiring Directors abstained from the discussion and voting at the Board meeting in respect of the proposal for his/her re-election.

Details of each of the retiring Directors proposed for re-election at the AGM are set out in Appendix I of this circular.

LETTER FROM THE BOARD

3. SHARE ISSUE MANDATE

The existing general mandate to allot, issue and deal with new Shares granted to the Directors at the annual general meeting held on 5 June 2020 will expire upon the conclusion of the AGM.

An ordinary resolution will be proposed at the AGM to seek the approval of the Shareholders for the grant of the Share Issue Mandate to the Directors in order to continue to give flexibility to the Company to raise new capital as and when the Directors consider appropriate. If the resolution is passed, the exercise in full of the Share Issue Mandate (on the basis of 24,071,837,232 Shares in issue as at the Latest Practicable Date) would result in up to 4,814,367,446 new Shares being allotted, issued and dealt with by the Company during the period up to the earliest of (1) the conclusion of the next annual general meeting of the Company; (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of Bermuda or by the Bye-laws; and (3) its revocation or variation by an ordinary resolution of the Shareholders in general meeting.

4. SHARE BUY-BACK MANDATE

The existing general mandate to buy back Shares granted to the Directors at the annual general meeting held on 5 June 2020 will expire upon the conclusion of the AGM.

An ordinary resolution will be proposed at the AGM to seek the approval of the Shareholders for the grant of the Share Buy-back Mandate to the Directors. Assuming it is granted by the Shareholders, in the event that the Share Buy-back Mandate is exercised in full (on the basis of 24,071,837,232 Shares in issue as at the Latest Practicable Date), up to 2,407,183,723 Shares would be bought back by the Company as a result during the period up to the earliest of (1) the conclusion of the next annual general meeting of the Company; (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws of Bermuda or by the Bye-laws; and (3) its revocation or variation by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement as required by the Listing Rules, to provide the requisite information regarding the grant of the Share Buy-back Mandate is set out in Appendix II to this circular.

In addition, if the Share Buy-back Mandate is granted, an ordinary resolution will be proposed at the AGM providing that any Shares bought back under the Share Buy-back Mandate will be added to the total number of Shares which may be allotted and issued under the Share Issue Mandate.

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Suites 6411-6416, 64th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on 11 June 2021 at 11:30 a.m. is set out on pages 15 to 21 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A proxy form for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete and return the proxy form to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the AGM (i.e. no later than 11:30 a.m. on 9 June 2021) or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

6. RECOMMENDATION

The Board considers that the re-election of Directors, the granting of the Share Issue Mandate and the granting of the Share Buy-back Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Arunee Watcharananan

Director

APPENDIX I BIOGRAPHIES OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Details of the Directors who will retire at the AGM and offer themselves for re-election at the AGM are set out below:

Mr. Soopakij Chearavanont ("Mr. Chearavanont"), aged 56, Chairman of the Company, has been an Executive Director of the Company since 2005 and a Vice Chairman from February 2010 until his appointment as Chairman of the Board in May 2019. He also holds directorships in several subsidiaries of the Company. Mr. Chearavanont has extensive multinational investment and management experience in various industries. He is also Chairman of Charoen Pokphand Group Company Limited ("CPG Company"). He is a director and Chairman of Charoen Pokphand Foods Public Company Limited ("CPF") and CP ALL Public Company Limited ("CP ALL") (both listed on the Stock Exchange of Thailand), a non-executive director and Chairman of Chia Tai Enterprises International Limited ("CTEI") (listed on the Main Board of the Stock Exchange), a non-executive director of Ping An Insurance (Group) Company of China, Ltd. (listed on the Main Board of the Stock Exchange and the Shanghai Stock Exchange) and an executive director and Chairman of C.P. Lotus Corporation ("CP Lotus") (which was listed on the Main Board of the Stock Exchange until its withdrawal from listing in October 2019). Mr. Chearavanont was previously a director of True Corporation Public Company Limited ("True Corporation") (listed on the Stock Exchange of Thailand). He obtained a Bachelor of Science degree from the College of Business and Public Administration of New York University, USA.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chearavanont did not hold any other positions with the Company or its subsidiaries, did not have any other major appointments and professional qualifications and had not held any directorships in any public companies whose securities were listed on any securities market in Hong Kong or overseas in the past three years.

Mr. Chearavanont is the elder brother of Mr. Suphachai Chearavanont, an Executive Director and Vice Chairman of the Company and Mr. Narong Chearavanont, an Executive Director of the Company and he is also a cousin of Mr. Meth Jiaravanont, a Non-executive Director of the Company. Save as disclosed above, Mr. Chearavanont did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Chearavanont had no interest in the Shares within the meaning of Part XV of the SFO.

Mr. Chearavanont is not appointed for a specific term but is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws. For the year ended 31 December 2020, Mr. Chearavanont did not receive any emoluments for his directorship in the Company.

Save as disclosed above, Mr. Chearavanont confirmed that there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders in respect of Mr. Chearavanont's re-election.

APPENDIX I BIOGRAPHIES OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Suphachai Chearavanont ("Mr. Chearavanont"), aged 53, has been an Executive Director of the Company since 2008, Vice Chairman of the Board since May 2019 and as a member of each of the Remuneration Committee and Nomination Committee of the Company since September 2019. Mr. Chearavanont has extensive experience in the telecommunication and broadcasting industries. He is a director, Chief Executive Officer and Chairman of the Executive Board of CPG Company and a director and Chief Executive Officer of True Visions Public Company Limited and True Move Company Limited. He has positions in the following companies listed on the Stock Exchange of Thailand: True Corporation (director and Chairman), CPF (director and Vice Chairman), CP ALL (director and Vice Chairman) and Siam Makro Public Company Limited (director and Chairman). He is also an executive director of CP Lotus. Mr. Chearavanont obtained a Bachelor of Science degree in Business Administration from Boston University in USA, majoring in Financial Management.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chearavanont did not hold any other positions with the Company or its subsidiaries, did not have any other major appointments and professional qualifications and had not held any directorships in public companies whose securities were listed on any securities market in Hong Kong or overseas in the past three years.

Mr. Chearavanont is the brother of Mr. Soopakij Chearavanont, an Executive Director and Chairman of the Company and Mr. Narong Chearavanont, an Executive Director of the Company and he is also a cousin of Mr. Meth Jiaravanont, a Non-executive Director of the Company. Save as disclosed above, Mr. Chearavanont does not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Chearavanont had no interests in Shares within the meaning of Part XV of the SFO.

APPENDIX I BIOGRAPHIES OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Yoichi Ikezoe ("Mr. Ikezoe"), aged 61, has been a Non-executive Director of the Company since October 2015. Mr. Ikezoe is also a non-executive director of CTEI. Mr. Ikezoe is currently Deputy CEO for East Asia Bloc, Senior Officer of Asia and Oceania Bloc, CP and CITIC (Overseas Operation) of ITOCHU Corporation (listed on the Tokyo Stock Exchange and formerly known as C.ITOH & Co., Ltd.) and Chairman of ITOCHU Hong Kong Limited, ITOCHU Shanghai Limited and ITOCHU (China) Holding Ltd. Mr. Ikezoe has been working for ITOCHU Corporation since 1983. He received his Bachelor of Arts degree from the Faculty of Foreign Studies, Osaka University in Japan in 1983.

Save as disclosed above, as at the Latest Practicable Date, Mr. Ikezoe did not hold any other positions with the Company or its subsidiaries, did not have any other major appointments and professional qualifications and had not held any directorships in any public companies whose securities were listed on any securities market in Hong Kong or overseas in the past three years. Mr. Ikezoe does not have any relationships with any Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Ikezoe had no interest in Shares within the meaning of Part XV of the SFO.

Mr. Ikezoe is appointed for a successive term of one year and is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws. For the year ended 31 December 2020, Mr. Ikezoe did not receive any emoluments for his directorship in the Company.

Save as disclosed above, Mr. Ikezoe confirmed that there is no other information for Mr. Ikezoe which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders in respect of Mr. Ikezoe's re-election.

APPENDIX I BIOGRAPHIES OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Vinai Vittavasgarnvej ("Mr. Vittavasgarnvej"), aged 70, has been an Independent Non-executive Director of the Company since December 2012 and a member of the Audit Committee and Chairman of the Remuneration Committee of the Company since May 2019. Mr. Vittavasgarnvej was the Director General of The Treasury Department, Ministry of Finance, Thailand from 2010 to 2011 and the Director General of The Revenue Department, Ministry of Finance, Thailand from 2008 to 2010. Mr. Vittavasgarnvej holds positions in the following companies listed on the Stock Exchange of Thailand: CPF (independent director and member of the Audit Committee), Sahamitr Pressure Container Public Co., Ltd. (independent director and Chairman), Ekarat Engineering Public Company Limited (independent director and Chairman of the Audit Committee) and Srisawad Corporation Public Company Limited (independent director, Vice Chairman and Chairman of the Audit Committee). He was previously an independent director of Syn Mun Kong Insurance Public Company Limited (listed on the Stock Exchange of Thailand). Mr. Vittavasgarnvej obtained a bachelor's degree in Accountancy and a master's degree in Political Science from Thammasat University, Thailand.

Save as disclosed above, as at the Latest Practicable Date, Mr. Vittavasgarnvej did not hold any other positions with the Company or its subsidiaries, did not have any other major appointments and professional qualifications and had not held any directorships in any public companies whose securities were listed on any securities market in Hong Kong or overseas in the past three years. Mr. Vittavasgarnvej does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Vittavasgarnvej had no interest in Shares within the meaning of Part XV of the SFO.

Mr. Vittavasgarnvej is appointed for a successive term of one year and is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws. For the year ended 31 December 2020, Mr. Vittavasgarnvej received a director's fee of US$31,000 which was determined by the Company with reference to his duties and responsibilities within the Group.

Based on the confirmation of independence received from Mr. Vittavasgarnvej, he is considered as independent pursuant to Rule 3.13 of the Listing Rules.

Save as disclosed above, Mr. Vittavasgarnvej confirmed that there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders in respect of Mr. Vittavasgarnvej's re-election.

APPENDIX I BIOGRAPHIES OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mrs. Vatchari Vimooktayon ("Mrs. Vimooktayon"), aged 68, has been an Independent Non-executive Director of the Company since September 2013 and a member of the Remuneration Committee of the Company since May 2019. She was also appointed a member of the Nomination Committee of the Company in May 2019 and became its Chairman in September 2019. Mrs. Vimooktayon held various government positions in Thailand from 1997 and retired from the position of Permanent Secretary of the Ministry of Commerce in September 2013. She is currently an independent director and member of the Audit Committee of CPF. Mrs. Vimooktayon obtained a bachelor's degree in Business Administration (Accounting) from Thammasat University, Thailand, a bachelor's degree in Laws from Sukhothai Thammathirat University, Thailand and a master's degree in Business Administration from National Institute of Development Administration, Thailand.

Save as disclosed above, as at the Latest Practicable Date, Mrs. Vimooktayon did not held any other positions with the Company or its subsidiaries, did not have any other major appointments and professional qualifications and had not held any directorships in any public companies whose securities were listed on any securities market in Hong Kong or overseas in the past three years. Mrs. Vimooktayon does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mrs. Vimooktayon had no interest in Shares within the meaning of Part XV of the SFO.

Mrs. Vimooktayon is appointed for a successive term of one year and is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws. For the year ended 31 December 2020, Mrs. Vimooktayon received a director's fee of US$31,000 which was determined by the Company with reference to her duties and responsibilities within the Group.

Based on the confirmation of independence received from Mrs. Vimooktayon, she is considered as independent pursuant to Rule 3.13 of the Listing Rules.

Save as disclosed above, Mrs. Vimooktayon confirmed that there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders in respect of Mrs. Vimooktayon's re-election.

APPENDIX II	EXPLANATORY STATEMENT RELATING TO
	THE GRANT OF SHARE BUY-BACK MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders for their consideration of the Share Buy-back Mandate. The Shares proposed to be bought back by the Company are fully paid-up.

LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions. The Company is empowered by its Memorandum of Association and the Bye-laws to buy back its own shares.

EXERCISE OF THE GENERAL MANDATE TO BUY BACK SHARES

All buy-backs of Shares on the Stock Exchange by the Company must be approved in advance by an ordinary resolution either by way of a general mandate or by a specific approval in relation to a specific transaction.

Resolution 6B set out in the notice of the AGM will, if passed, give a general and unconditional mandate to the Directors to buy back Shares on the Stock Exchange representing up to 10% of Shares in issue as at the date of passing of such resolution at any time until the next annual general meeting of the Company or any earlier date as referred to in that resolution (the "Relevant Period").

Accordingly, exercise in full of the Share Buy-back Mandate (on the basis of 24,071,837,232 Shares in issue as at the Latest Practicable Date) would result in up to 2,407,183,723 Shares being bought back by the Company during the Relevant Period.

REASONS FOR BUY-BACKS

The Directors believe that to be given the flexibility afforded to them by the Share Buy-back Mandate would be in the best interests of the Company and the Shareholders. Buy-backs pursuant to such mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Shares and/or its earnings per share.

FUNDING OF BUY-BACKS

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and the Bye-laws and the laws of Bermuda. The Directors propose that any Shares bought back under the Share Buy-back Mandate would be financed by the capital paid up on the relevant Shares, the profits of the Company which would otherwise be available for dividend, the Company's share premium account or its contributed surplus account.

APPENDIX II	EXPLANATORY STATEMENT RELATING TO
	THE GRANT OF SHARE BUY-BACK MANDATE

IMPACT ON THE WORKING CAPITAL OR GEARING POSITION

If the Share Buy-back Mandate is exercised in full, there may be a material adverse effect on the working capital requirements of the Company or its gearing level, as compared with the position disclosed in the Company's audited accounts for the year ended 31 December 2020 (the most recent published audited accounts). The Directors will consider the financial conditions of the Company prevailing at the time whenever they consider exercising the Share Buy-back Mandate and do not propose to exercise the mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing level of the Company at the time of the relevant buy-backs unless the Directors determine that such buy-backs are, taking into account of all relevant factors, in the best interests of the Company.

SHARE PRICES

The highest and lowest prices at which Shares have been traded on the Stock Exchange during each of the twelve months preceding the issue of this circular were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.67	0.59
May	0.69	0.64
June	0.72	0.67
July	0.76	0.65
August	0.90	0.72
September	0.84	0.71
October	0.77	0.63
November	0.72	0.65
December	0.86	0.69
2021
January	0.81	0.71
February	1.08	0.77
March	1.05	0.89
April (up to the Latest Practicable Date)	1.01	0.94

APPENDIX II	EXPLANATORY STATEMENT RELATING TO
	THE GRANT OF SHARE BUY-BACK MANDATE

EFFECT OF THE TAKEOVERS CODE

A Shareholder's proportionate interest in the voting rights of the Company will increase upon the Company's exercise of its powers to buy back Shares pursuant to the Share Buy-back Mandate, and such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of his/her or their shareholding interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, based on information available to the Company, Charoen Pokphand Foods Public Company Limited, CPF Investment Limited and ITOCHU Corporation, which are regarded as parties acting in concert for the purposes of the Takeovers Code, together with parties acting in concert with them (as defined in the Takeovers Code), were interested in an aggregate of 17,991,480,405 Shares, representing 74.74% of the total number of Shares currently in issue. On the basis that no further Shares are issued or bought back prior to the AGM, in the event that the Directors exercise in full the power to buy back Shares pursuant to the Share Buy-back Mandate, the aggregate shareholding interest held by the above-named companies and parties acting in concert with them would increase to approximately 83.05% of the issued Shares. In the opinion of the Directors, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. In any event, the Directors do not presently intend to exercise the Share Buy-back Mandate to such extent.

In addition, assuming that there is no issue of Shares between the Latest Practicable Date and the date of buy-back, an exercise of the Share Buy-back Mandate whether in whole or in part (if significant enough) could result in less than 25% of the issued Shares, being the prescribed minimum percentage, being held by the public as required by the Stock Exchange. The Directors have no intention to exercise the Share Buy-back Mandate to an extent as may result in a public shareholding of less than such prescribed minimum percentage.

GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates, has any present intention to sell Shares to the Company in the event that the Share Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected person that he has a present intention to sell Shares to the Company or has undertaken not to sell Shares held by them to the Company in the event that the Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make buy-backs pursuant to the Share Buy-back Mandate in accordance with the Listing Rules, the laws of Bermuda, the Memorandum of Association of the Company and the Bye-laws.

The Company has not bought back any of Shares whether on the Stock Exchange or otherwise in the six months preceding the Latest Practicable Date.

NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code: 43)

NOTICE is hereby given that the annual general meeting of C.P. POKPHAND CO. LTD. (the "Company") will be held at Suites 6411-6416, 64th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on 11 June 2021 at 11:30 a.m. (the "AGM") for the following purposes:

To receive and adopt the audited consolidated financial statements, the report of directors and the independent auditor's report of the Company for the year ended 31 December 2020;
To declare a final dividend of HK$0.076 per share for the year ended 31 December 2020;
(a) To re-elect Mr. Soopakij Chearavanont as an executive director of the Company;
1. To re-elect Mr. Suphachai Chearavanont as an executive director of the Company;
2. To re-elect Mr. Yoichi Ikezoe as a non-executive director of the Company;
3. To re-elect Mr. Vinai Vittavasgarnvej as an independent non-executive director of the Company;
4. To re-elect Mrs. Vatchari Vimooktayon as an independent non-executive director of the Company;
To authorise the board of directors of the Company to fix the remuneration of the directors;
To re-appoint the auditor of the Company and to authorise the board of directors of the Company to fix its remuneration;

And, as special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

6A. "THAT:

subject to paragraph (c) below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company ("Shares") and to make or grant offers, agreements, options and other securities, including warrants to subscribe for Shares, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and other securities, including warrants to subscribe for Shares, which would or might require the exercise of such powers at any time during or after the end of the Relevant Period;
the aggregate number of Shares which may be allotted or conditionally or unconditionally agreed to be allotted (whether pursuant to an option or otherwise), issued and dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or any issue of Shares on the exercise of the subscription or conversion rights attaching to any securities which may be issued by the Company from time to time or the exercise of options granted under the share option scheme of the Company or any issue of Shares in lieu of the whole or part of a dividend on Shares, shall not exceed 20% of the total number of issued Shares as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
for the purpose of this resolution:
"Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the bye-laws of the Company to be held; and
3. the time of the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution; and

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

6B. "THAT:

subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company ("Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which Shares may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange and/or other requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
the aggregate number of Shares authorised to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
for the purpose of this resolution:
"Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the bye-laws of the Company to be held; and
3. the time of the passing of an ordinary resolution of the Company in general meeting revoking or varying the authority set out in this resolution."

NOTICE OF ANNUAL GENERAL MEETING

6C. "THAT, conditional upon the resolutions set out in items 6A and 6B of the notice convening this meeting being duly passed, the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company pursuant to the resolution set out in item 6A of the notice convening this meeting be and is hereby extended by the addition thereon of the aggregate number of shares bought back by the Company under the authority granted pursuant to the resolution set out in item 6B of the notice convening this meeting, provided that such extended number of shares shall not exceed 10% of the total number of issued shares of the Company at the date of passing of the said resolution."

By Order of the Board

Wong Pui Shan

Company Secretary

Hong Kong, 28 April 2021

As at the date of this notice, the Board comprises eight executive directors, namely, Mr. Soopakij Chearavanont, Mr. Adirek Sripratak, Mr. Suphachai Chearavanont, Mr. Narong Chearavanont, Mr. Bai Shanlin, Mr. Sooksunt Jiumjaiswanglerg, Mrs. Arunee Watcharananan and Mr. Yu Jianping; two non-executive directors, namely, Mr. Meth Jiaravanont and Mr. Yoichi Ikezoe; and five independent non-executive directors, namely, Mr. Vinai Vittavasgarnvej, Mrs. Vatchari Vimooktayon, Mr. Cheng Yuk Wo, Professor Dr. Pongsak Angkasith and General Udomdej Sitabutr.

NOTICE OF ANNUAL GENERAL MEETING

Notes:

A proxy form for use at the AGM is being despatched to the shareholders of the Company together with a copy of this notice.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.
Any shareholder entitled to attend and vote at the AGM shall be entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
To ascertain shareholders' eligibility to attend and vote at the AGM, the register of members holding ordinary shares of the Company will be closed from 8 June 2021 to 11 June 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify to attend and vote at the AGM, all transfer forms for ordinary shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration before 4:30 p.m. on 7 June 2021.
To qualify for the proposed 2020 final dividend upon passing of the relevant resolution referred to in item 2 of this notice, the register of members holding ordinary shares and convertible preference shares of the Company respectively will be closed from 21 June 2021 to 23 June 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all transfer forms for ordinary shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration before 4:30 p.m. on 18 June 2021.
In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding the AGM (i.e. no later than 11:30 a.m. on 9 June 2021) or any adjournment thereof (as the case may be).
Completion and deposit of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the AGM convened or any adjournment thereof (as the case may be) and in such event, the proxy form will be deemed to be revoked.
Where there are joint holders of any share of the Company, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holders.
Pursuant to Rule 13.39(4) of the Listing Rules, all the resolutions put to the vote at the meeting will be taken by way of poll.

NOTICE OF ANNUAL GENERAL MEETING

In line with the prevailing practices and guidelines on the prevention of COVID-19, the Company may, depending on the development of COVID-19, implement additional precautionary measures at the AGM which may include without limitation:
- body temperature screening;
- mandatory use of surgical face masks at all times on company premises;
- mandatory health declaration - please be advised that anyone who is subject to quarantine, has any flu-like symptoms or has travelled overseas within 14 days immediately before the AGM, or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the AGM;
- no refreshments will be provided to attendees; and
- other practical precautions which may include maintaining appropriate distancing and spacing at the venue, limiting the number of attendees at the AGM as may be necessary to avoid over-crowding.
In light of the present risks posed by the COVID-19 pandemic, and if such risks continue at the time of the AGM, the Company strongly encourages the Shareholders NOT to attend the AGM in person, in such case, and advises the Shareholders to appoint the Chairman of the AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.
The Shareholders are advised to read the leaflet attached to this notice for further detail and monitor the development of COVID-19. The Company may implement further changes and precautionary measures as appropriate.
In view of the travelling restrictions imposed by various jurisdictions including Hong Kong to prevent the spread of the COVID-19, certain Director(s) of the Company may attend the AGM through telephone/video conference or similar electronic means.

(Incorporated in Bermuda with limited liability)

(Stock Code: 43)

PRECAUTIONARY MEASURES FOR THE

ANNUAL GENERAL MEETING

In line with the prevailing practices and guidelines on the prevention of COVID-19, C.P. POKPHAND CO. LTD. (the "Company") may, depending on the development with regard to COVID-19, implement additional precautionary measures at the annual general meeting ("AGM") to be held at Suites 6411- 6416, 64th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on 11 June 2021, at 11:30 a.m., in the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the AGM (the "Stakeholders"), which may include without limitation:

All attendees will be required to wear surgical face masks before they are permitted to attend, and during their attendance of, the AGM.
There will be compulsory body temperature screening for all persons before entering the AGM venue.
Attendees may be asked if (i) he/she has travelled outside of Hong Kong within 14 days immediately before the AGM; (ii) he/she is subject to any HKSAR Government prescribed quarantine requirement; and (iii) he/she has any flu-like symptoms or close contact with any person under quarantine or with recent travel history. Any person who responds positively to any of these questions will be denied entry into the AGM venue or be required to promptly leave the AGM venue.
No refreshments will be provided to attendees.
Other practical precautions which may include maintaining appropriate distancing and spacing at the venue, limiting the number of attendees at the AGM as may be necessary to avoid over-crowding. The Company may implement further changes and precautionary measures as appropriate.
In light of the present risks posed by the COVID-19 pandemic, and if such risks continue at the time of the AGM, and in the interests of protecting the Stakeholders, the Company is supportive of the precautionary measures being adopted and strongly encourages shareholders NOT to attend the AGM in person, in such case, and advises the Shareholders to appoint the Chairman of the AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.
The Shareholders are advised to read this leaflet carefully and monitor the development of COVID-19. Health education materials and up-to-date development on COVID-19 can be found on the CHP website (www.chp.gov.hk) and the website of the HKSAR Government on COVID-19 (www.coronavirus.gov.hk).

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C.P. Pokphand Co. Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 10:20:06 UTC.

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C P Pokphand : Re-election of Directors, General Mandates to Issue New Shares and Buy Back Shares and Notice of Annual General Meeting

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