COFCO Joycome Foods Limited — Proxy Solicitation & Information Statement 2016

Dec 19, 2016

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(Incorporated in the Cayman Islands with limited liability) (Stock code: 01610)

Form of Proxy for the Extraordinary General Meeting

I/We [(Note][1)] , of [(Note][1)]

being the registered holder(s) of [(Note] 2) (the “ Company ”) HEREBY APPOINT of

shares of COFCO Meat Holdings Limited

(Note 3)

or the Chairman of the extraordinary general meeting (the “ EGM ”) or any adjournment thereof, as my/our[()] proxy(ies)[()] to attend and vote for me/us[()] on the following resolutions in accordance with the instruction(s) below and on my/our[()] behalf at the EGM to be held at 1:30 p.m. on Monday, 9 January 2017 at Room 3011, COFCO Fortune Plaza, No. 8 Chao Yang Men South Street, Chaoyang District, Beijing, PRC and any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the EGM. In the absence of any indication, the proxy may vote for or against the resolutions at his/her own discretion.

				ORDINARY RESOLUTIONS		FOR(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
	1.	(i)To	confirm, ratify and approve the conditional deposit services to be provided
		by	COFCO Finance Company Limited (“COFCO Finance”) pursuant to the
		financial services agreement dated 23 November 2016 (the			“2017 Financial
		Services Agreement”) and the relevant deposit cap on a daily basis in the
		amount		equivalent of RMB1 billion and the cap of accrued	interests on such
		deposit;		and
		(ii)To	authorise the directors of the Company to do all such further acts and
		things, negotiate, approve, agree, sign, initial, ratify and/or execute such
		further documents and take all steps which may be in their opinion necessary,
		desirable or expedient to implement and/or give effect to the			terms of the 2017
		Financial Services Agreement and the transactions contemplated thereunder.
	2.	To	re-elect Ms. Yang Hong as a non-executive director of		the Company.

Dated this day of Signature [(Note][7)] :

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. Please insert the name and address of your proxy. If this is left blank, the chairman of the EGM will act as your proxy. One or more proxies, who may not be member(s) the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to his form of proxy must be signed by the signatory.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE INDICATE WITH A TICK � IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE INDICATE WITH A TICK � IN THE BOX MARKED “AGAINST”. In the absence of any such indication, the proxy will vote or abstain at his discretion.

5. The register of members of the Company will be closed from Thursday, 5 January 2017 to Monday, 9 January 2017, both days inclusive, during which no transfers of shares will be registered. In order to qualify for attendance and voting at the EGM, all transfer documents should be lodged for registration with the Company’s branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 4:30 p.m. on Wednesday, 4 January 2017.

6. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under with it is signed, or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time scheduled for the holding of the EGM or any adjournment thereof.

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

8. In case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted on the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in register in respect of the joint holding.

9. The proxy need not be a member of the Company but must attend the EGM in person to represent you.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM. In such event, the instrument appointing a proxy shall be deemed to be revoked.

11. (*) please delete as appropriate.

12. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this form of proxy has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your Personal Data provided in this form may be used in connection with processing your appointment of proxy at the Meeting and instructions. Your supply of Personal Data to the Company is on a voluntary basis. However, the Company may not be able to process your appointment of proxy and instructions if your Personal Data is not provided in this form.

• (iii) Your Personal Data may be retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.