RNS Number:1463K
Pokphand (C.P.) Co Ltd
17 April 2003



                             C.P. Pokphand Co. Ltd
                (Incorporated in Bermuda with limited liability)


                        NOTICE OF ANNUAL GENERAL MEETING


NOTICE is hereby given that the Annual General Meeting of C.P. Pokphand Co. Ltd.
(the "Company") will be held at 21st Floor, Far East Finance Centre, 16
Harcourt Road, Hong Kong on Tuesday, 10th June, 2003 at 9:30 a.m. for the
following purposes:


1.          To receive and consider the Audited Financial Statements and the
Reports of the Directors and of the Auditors for the year ended 31st December,
2002;


2.          To fix the number of Directors;


3.          To elect Directors;


4.          To appoint Auditors and to authorise the Directors to fix their
remuneration; and


5.                    (By way of special business) to consider, and, if thought
fit, pass with or without amendments the following Resolutions as Ordinary
Resolutions:

5.

A.          THAT


(a)        subject to paragraph (c) below, the exercise by the directors of the
Company (the "Directors") during the Relevant Period (as defined in paragraph
(d) below) of all the powers of the Company to allot, issue and otherwise deal
with additional shares in the capital of the Company and to make or grant
offers, agreements and options which would or might require the exercise of such
powers, be and is hereby generally and unconditionally approved;


(b)           the approval in paragraph (a) above shall authorise the Directors
during the Relevant Period to make or grant offers, agreements and options which
would or might require the exercise of such powers at any time during or after
the end of the Relevant Period;


(c)            the aggregate nominal amount of shares in the capital of the
Company which may be allotted, issued or otherwise dealt with by the Directors
pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i)
a Rights Issue; (ii) the exercise of rights of subscription or conversion under
the terms of any warrants or other securities issued by the Company carrying a
right to subscribe for or purchase or to be converted into shares of the
Company; or (iii) the exercise of options granted under the Company's
executive share option scheme, shall not exceed 20 per cent. of the aggregate
nominal amount of the share capital of the Company in issue as at the date of
the passing of this Resolution, and the said approval shall be limited
accordingly; and



(d)           for the purpose of this Resolution:


"Relevant Period" means the period from the date of passing of this
Resolution until whichever is the earliest of:


(i)        the conclusion of the next annual general meeting of the Company;

(ii)       the expiration of the period within which the next annual general
meeting of the Company is required by law to be held; and

(iii)     the revocation or variation of the authority given under this
Resolution by an ordinary resolution of the shareholders of the Company in
general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the
Directors to holders of shares on the register of members 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 or the requirements of any recognised regulatory body
or any stock exchange in any territory). 


B.             THAT:


(a)     subject to paragraph (b) below, the exercise by the Directors during the
Relevant Period of all the powers of the Company to purchase shares in the
capital of the Company subject to and in accordance with all applicable laws and
the requirements of The Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited as amended from time to time be and is hereby
generally and unconditionally approved;



(b)     the aggregate nominal amount of the shares which may be purchased
pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of
the aggregate nominal amount of the share capital of the Company in issue as at
the date of the passing of this Resolution, and the said approval shall be
limited accordingly; and


(c)     the expression !(S)Relevant Period! shall for the purpose of this
Resolution have the same meaning as assigned to it under the Resolution set out
as Resolution A in paragraph 5 of the notice convening this Meeting.!

C.         THAT conditional upon the Resolutions set out as Resolutions A
and B in paragraph 5 of the notice convening this Meeting being passed, the
general mandate granted to the Directors and for the time being in force to
exercise the powers of the Company to allot, issue and otherwise deal with
shares in the capital of the Company and to make or grant offers, agreements and
options which would or might require the exercise of such powers be and is
hereby extended by the addition to the aggregate nominal amount of shares in the
capital of the Company which may be allotted, issued or otherwise dealt with by
the Directors pursuant to such general mandate an amount representing the
aggregate nominal amount of shares in the capital of the Company purchased by
the Company pursuant to the exercise by the Directors of the powers of the
Company to purchase such shares, provided that such amount shall not exceed 10
per cent. of the aggregate nominal amount of the share capital of the Company in
issue as at the date of the passing of this Resolution. 



                             By Order of the Board

                                  Choi Yi Mei

                               Company Secretary


Hong Kong, 16th April, 2003


Notes:


1.        Every member entitled to attend and vote at the above Meeting is
entitled to appoint one or more proxies to attend and, on a poll, vote on his
behalf. A proxy need not also be a member of the Company.

1.

2.        In order to be valid, a form of proxy, together with any power of
attorney or other authority (if any) under which it is signed, or a notarially
certified copy of such power of authority, must be lodged with the Company's
Registrars in Hong Kong, Computershare Hong Kong Investor Services Limited, 17th
Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48
hours before the time fixed for holding the Meeting.

2.

3.        The Directors' general mandate to deal with the authorised but
unissued share capital of the Company is proposed to be renewed by virtue of the
Resolutions set out as Resolutions A and C in paragraph 5 of the above notice,
although the Directors wish to state that they have no present intention to
exercise such general mandate.


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