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COFCO Joycome Foods Limited — Proxy Solicitation & Information Statement 2021
Dec 22, 2021
50035_rns_2021-12-22_b8d203e0-902a-409d-a2e3-29ae7f537964.pdf
Proxy Solicitation & Information Statement
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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01610)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 12 JANUARY 2022
Number of shares to which this form of proxy relates [(Note][2)]
I/We [(Note][1)] of beingeach thein registeredthe shareholder(s)capitalof of COFCO Joycome Foods Limited (the “ Company ”) hereby appoint the Chairmansharesof [(Note] the [2)] ofmeetingUS$0.000001 [(Note] 3) or (telephone No.: ) of as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ EGM ”) of the Company to be held at Conference Room Joycome, 8/F, COFCO Fortune Plaza, No. 8 Chao Yang Men South Street, Chaoyang District, Beijing, PRC at 10:00 a.m. on Wednesday, 12 January 2022 at 10:00 a.m. (and at any adjournment thereof).
Please tick “�” in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .
| ORDINARY RESOLUTIONS | FOR(Note 4) | FOR(Note 4) | AGAINST(Note 4) | AGAINST(Note 4) | ||||
|---|---|---|---|---|---|---|---|---|
| 1. | “THAT | |||||||
| (1) | the implementation of the 2021 Mutual Supply Agreement (as defined in the circular of the | |||||||
| Company dated 23 December 2021 (the “Circular”)), a copy of which has been produced to | ||||||||
| the EGM marked “A” and initialled by the chairman of the EGM for identification purpose, be | ||||||||
| and is hereby confirmed, ratified and approved; | ||||||||
| (2) | the transactions contemplated under the 2021 Mutual Supply Agreement entered into between | |||||||
| (i) COFCO (as defined in the Circular) and (ii) the Company (as defined in the Circular) be | ||||||||
| and are hereby approved subject to the relevant caps set out in the Circular; | ||||||||
| (3) | any one or more of the directors of the Company be and are 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 in their opinion may be necessary, desirable or | ||||||||
| expedient.” | ||||||||
| 2. | “THAT | |||||||
| (1) | the deposit services to be provided by COFCO Finance Company Limited (“COFCO | |||||||
| Finance”) pursuant to the financial services agreement dated 16 November 2021 between | ||||||||
| COFCO Finance and the Company (the “2021 Financial Services Agreement”), a copy of | ||||||||
| which has been produced to the EGM marked “B” and initialled by the chairman of the EGM | ||||||||
| for identification purposes, and the maximum daily deposit amounts (including interest accrued | ||||||||
| thereon) on a daily basis in the total amount of RMB1.5 billion, RMB1.8 billion and RMB2 | ||||||||
| billion, respectively, for the three years ending 31 December 2024 set out in the Circular be and | ||||||||
| are hereby confirmed, ratified and approved; | ||||||||
| (2) | any one or more of the directors of the Company be and are 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 in their opinion may be necessary, desirable or | ||||||||
| expedient.” | ||||||||
| Date: | 202Signature(s)(Note 5): |
Notes:
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Please insert the full name(s) and address(es) in BLOCK CAPITALS . The names of all joint holders should be stated.
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Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
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If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy or, if holding two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the EGM in person, and the board of directors of the Company respectfully requests that, for the same reason, the shareholders to appoint the chairman of the EGM as their proxy rather than a third party to attend and vote on their behalf at the EGM (or any adjournment thereof).
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PLEASEIMPORTANT:TICKIF YOU“ � ” INWISHTHE BOXTO VOTEMARKEDFOR A“AGAINST”.RESOLUTION, If no PLEASE direction TICK is given, “ �your ” IN proxy THE BOX will vote MARKED or abstain “FOR”. at his IF YOU discretion. WISH Your TO proxy VOTE will AGAINST A also be entitled RESOLUTION, to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
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This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
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In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. before 10:00 a.m. on Monday, 10 January 2022) or any adjournment thereof.
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Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish. In such event, the form of proxy shall be deemed to be revoked. Personal Information Collection Statement
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(i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).
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(ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.
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(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
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(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 Privacy Compliance Officer of Tricor Investor Services Limited (the address stated in note 7 above).