China Foods Limited — Proxy Solicitation & Information Statement 2018

Nov 2, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [10 x 11] intentionally omitted <==

COMMON SPLENDOR INTERNATIONAL HEALTH INDUSTRY GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 286)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘Meeting’’) of Common Splendor International Health Industry Group Limited (the ‘‘Company’’) will be held at Rooms 2709–10, 27th Floor, North Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong on 19 November 2018 at 11:30 a.m. or any adjournment of such meeting for the purpose of considering and, if thought fit, passing the following resolution, with or without modifications, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT the agreement (the ‘‘New Facility Agreement’’) dated 5 October 2018 (a copy of which will be produced to the Meeting marked ‘‘A’’ and signed by the chairman of the Meeting for the purpose of identification) and entered into between the Company (as the lender), Champion Dynasty Limited (as the borrower) and Mr Cheung Wai Kuen (as the individual guarantor) and the transactions contemplated under the New Facility Agreement, and the relevant proposed annual cap amounts of the transactions contemplated under the New Facility Agreement as shown in the Company’s circular dated 2 November 2018 be and are hereby approved and that the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to take any step as they consider necessary, desirable or expedient in connection with the New Facility Agreement or any of the transactions contemplated under the New Facility Agreement and that the Directors be and are hereby authorised, for and on behalf of the Company, to execute all such other documents, instruments and agreements and to do all such acts or things deemed by them to be incidental to, ancillary to or in connection with the matters contemplated

– 1 –

under the New Facility Agreement and to agree to any amendment to any of the terms of the New Facility Agreement which in the opinion of the Directors is not of a material nature and is in the interests of the Company.’’

By order of the Board of Common Splendor International Health Industry Group Limited Wong Wing Cheung Company Secretary

Hong Kong, 2 November 2018

Notes:

1. All resolutions (except for procedural and administrative matters) at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the above meeting. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Members of the Company whose names appear on the register of members of the Company at 4:30p.m. on Friday, 16 November 2018 shall be entitled to attend and vote at the SGM. In order to be entitled to attend and vote at the SGM, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 16 November 2018.

5. As at the date of this notice, the Board comprises Mr Cheung Wai Kuen, Mr Cheng Hau Yan and Mr Ye Jiong Xian as executive Directors; Mr. Hou Kai Wen and Mr Lin Jiang as non-executive Directors; and Mr Lam Chi Wing, Mr Mai Yang Guang and Mr Wong Yiu Kit, Ernest as independent non-executive Directors.

As at the date of this announcement, the Board comprises Mr. Cheung Wai Kuen, Mr. Cheng Hau Yan and Mr. Ye Jiong Xian as executive Directors; Mr. Hou Kai Wen and Mr. Lin Jiang as non-executive Directors; and Mr. Lam Chi Wing, Mr. Mai Yang Guang and Mr. Wong Yiu Kit, Ernest as independent non-executive Directors.

– 2 –