COFCO Joycome Foods Limited — Proxy Solicitation & Information Statement 2021

Dec 22, 2021

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

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(incorporated in Cayman Islands with limited liability)

(Stock code: 01610)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of COFCO Joycome Foods Limited (the “ Company ”) will be held at 10:00 a.m. on Wednesday, 12 January 2022 at Conference Room Joycome, 8/F, COFCO Fortune Plaza, No.8 Chao Yang Men South Street, Chaoyang District, Beijing, PRC, for the purpose of considering and, if thought fit, passing with or without amendments, the following ordinary resolutions:

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.”

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1. “ 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.”

By order of the Board COFCO Joycome Foods Limited Jiang Guojin Chairman and executive Director

Beijing, the PRC, 23 December 2021

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Notes:

1. The register of members of the Company will be closed from Friday, 7 January 2022 to Wednesday, 12 January 2022, 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 in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 4:30 p.m. on Thursday, 6 January 2022.

2. The resolution set out in this Notice of EGM will be voted on by poll.

3. 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/her. A proxy need not be a member 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 above meeting 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 above meeting as their proxy rather than a third party to attend and vote on their behalf at the above meeting (or any adjournment thereof).

4. A form of proxy for use at the EGM is enclosed. To be valid, the proxy form, 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 in Hong Kong, Tricor Investor Services Limited at Level 54, 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 (i.e. before 10:00 a.m. on Monday, 10 January 2022) or any adjournment of it.

5. 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/she 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.

6. 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/she so desires. If a member attends the EGM after having deposited the form of proxy, his/her form of proxy will be deemed to have been revoked.

7. Taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the above meeting against the epidemic to protect the Shareholders of the Company from the risk of infection:

   • (i) compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be permitted to access to the meeting venue;

   • (ii) every Shareholder or proxy is required to wear surgical face mask throughout the meeting;

   • (iii) no souvenirs will be provided; and

   • (iv) no refreshments will be served

8. The EGM is expected to last for no more than half a day. Shareholders who attend the EGM shall bear their own travelling and accommodation expenses.

As at the date of this notice, the Board of Directors of the Company comprises Mr. Jiang Guojin as the chairman of the Board and the executive Director, Mr. Xu Jianong as the executive Director, Mr. Ma Dewei and Dr. Zhao Wei as non-executive Directors, and Mr. Fu Tingmei, Mr. Li Michael Hankin and Dr. Ju Jiandong as independent non-executive Directors.

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