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COFCO Joycome Foods Limited Proxy Solicitation & Information Statement 2016

Dec 19, 2016

50035_rns_2016-12-19_702b8ca6-4ad6-46d4-a773-016ecbd01ed8.pdf

Proxy Solicitation & Information Statement

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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.

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of COFCO Meat Holdings Limited (the “ Company ”) will 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 for the purpose of considering and, if thought fit, passing the following resolutions:

AS ORDINARY RESOLUTIONS

  1. THAT

    • (i) the conditional deposit services to be provided by COFCO Finance Company Limited (“ COFCO Finance ”) pursuant to the financial services agreement dated 23 November 2016 between COFCO Finance and the Company (the “ 2017 Financial Services Agreement ”), a copy of which has been produced to the EGM marked “A” and initialled by the chairman of the EGM for identification purposes, 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 set out in the Company’s circular dated 20 December 2016 be and are hereby confirmed, ratified and approved; and

    • (ii) any one or more of the directors of the Company be and is hereby authorised 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.

By order of the Board COFCO Meat Holdings Limited Ma Jianping Chairman and non-executive Director

Hong Kong, 20 December 2016

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Notes:

  1. The duration of the EGM is expected not to exceed one day. Shareholders of the Company or proxies who attend the EGM shall arrange for transport, food, accommodation and other relevant expenses at their own cost.

  2. 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.

  3. The resolutions set out in this Notice of EGM will be voted on by poll.

  4. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote for him. A proxy needs not be a member of the Company.

  5. A form of proxy for use at the EGM is enclosed. 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, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time scheduled for holding the EGM or any adjournment of it.

  6. Where there are joint holders of any share, any one of such holders may vote at the EGM, either in person or by proxy, in respect of such shares as if he were solely entitled to vote, but if more than one of such joint holders are present at the EGM in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it.

  7. Completion and return of the form of proxy will not preclude a member from attending the EGM and voting in person at the EGM or any adjourned meeting if he so desires. If a member attends the EGM after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.

As at the date of this announcement, the chairman of the Board and non-executive Director is Mr. Ma Jianping, the executive Director is Mr. Xu Jianong, the non-executive Directors are Ms. Yang Hong, Mr. Xu Yang, Mr. WOLHARDT Julian Juul, Dr. Cui Guiyong, Dr. Wu Hai and Mr. Zhou Qi, the independent non-executive Directors are Dr. Chen Huanchun, Mr. Fu Tingmei, Mr. Li Michael Hankin and Mr. Wu Chi Keung.

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