C P Pokphand : Appointment of Independent Non-executive Director and Changes in Composition of Board Committees

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(Incorporated in Bermuda with limited liability) (Stock Code: 43)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES IN COMPOSITION OF BOARD COMMITTEES

The board of directors (the "Board") of C.P. Pokphand Co. Ltd. (the "Company", and together with its subsidiaries, the "Group") announces that:

1. Mr. Cheng Yuk Wo ("Mr. Cheng") has been appointed as an independent non- executive director of the Company and as a member and Chairman of the Audit Committee and a member of the Corporate Governance Committee of the Company effective from 1 January 2020; and
2. Mr. Ma Andrew Chiu Cheung ("Mr. Ma"), who is an independent non-executive director of the Company, has resigned as Chairman but will remain as a member of the Audit Committee of the Company effective from 1 January 2020. Mr. Ma will also continue to be a member of each of the Remuneration Committee, Nomination Committee and Corporate Governance Committee of the Company.

Mr. Cheng, aged 59, obtained a Bachelor of Arts (Honours) degree in Accounting from University of Kent, the United Kingdom in 1983 and a Master of Science (Economics) degree, majoring in Accounting and Finance, from London School of Economics and Political Science, the United Kingdom in 1984. He is a Fellow of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants, and a member of the Institute of Chartered Professional Accountants of Canada. Mr. Cheng has over 20 years of expertise in accounting, finance and corporate advisory services. Mr. Cheng is currently also an independent non-executive director of Chia Tai Enterprises International Limited, CSI Properties Limited, Chong Hing Bank Limited, HKC (Holdings) Limited, Goldbond Group Holdings Limited, CPMC Holdings Limited, Liu Chong Hing Investment Limited, Top Spring International Holdings Limited, DTXS Silk Road Investment Holdings Company Limited, Kidsland International Holdings Limited, Miricor Enterprises Holdings Limited (each a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange")) and Somerley Capital Holdings Limited (a company listed on the GEM Board of the Stock Exchange). Mr. Cheng was previously also an independent non-executive director of C.P. Lotus Corporation, which was listed on the Main Board of the Stock Exchange until its withdrawal from listing effective on 29 October 2019.

Mr. Cheng has confirmed that, as at the date of this announcement, save as disclosed above, (i) he did not hold any other directorship in public companies the securities of which were listed on any securities market in Hong Kong or overseas in the last three years preceding the date of his appointment nor had other major appointment and professional qualifications, (ii) he did not have any relationship with any director, senior management or substantial or controlling shareholder of the Company, (iii) he did not have any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures

Ordinance, (iv) he did not hold any other position with the Company or any of its subsidiaries, and (v) there was no information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") and there were no other matters that need to be brought to the attention of the shareholders of the Company in relation to his appointment.

Mr. Cheng has also confirmed that he meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.

Mr. Cheng has entered into a letter of appointment with the Company for a renewable term of one year and is subject to retirement by rotation and re-election at general meetings in accordance with the bye-laws of the Company. The director's fee for Mr. Cheng is US$31,000 per annum, which is determined based on his duties, responsibilities and anticipated time to be spent on the Company's matters.

The Board would like to take this opportunity to extend its warmest welcome to Mr. Cheng on his appointment.

By Order of the Board

Arunee Watcharananan

Director

Hong Kong, 31 December 2019

As at the date of this announcement, 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. Ma Andrew Chiu Cheung, Mr. Sombat Deo-isres, Mr. Sakda Thanitcul, Mr. Vinai Vittavasgarnvej and Mrs. Vatchari Vimooktayon.