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COFCO Joycome Foods Limited Proxy Solicitation & Information Statement 2021

Aug 24, 2021

50035_rns_2021-08-24_4e5d255a-fe77-46f7-8b00-1b3c220dbacc.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, 15 SEPTEMBER 2021

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 Chairman sharesof [(Note] the [2)] meetingof US$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 on Wednesday, 15 September 2021 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)] .

1. THAT
(a)the 2021 Supplemental Mutual Supply Agreement (“2021 Supplemental Mutual Supply Agreement”)dated 9 July 2021 entered into between the Company and COFCO Corporation in relation to the revisedannual caps (a copy of which has been produced to the EGM marked “A” and initialled by the chairmanof the EGM for identification purpose) be and is hereby confirmed and approved;
(b)the revised annual cap for the year ending 31 December 2021 of RMB70,000,000 in relation to theTransactions Regarding Purchase of Poultry Products contemplated under the 2021 SupplementalMutual Supply Agreement be and is hereby confirmed and approved;
(c)the directors of the Company be and are hereby authorised to execute such other documents, do allother acts and things and take such action as they may consider necessary, desirable or expedient toimplement and/or give effect to or otherwise in connection with the 2021 Supplemental Mutual SupplyAgreement and any or all the matters contemplated under the 2021 Supplemental Mutual SupplyAgreement.”
2. THAT
(a)the 2021 Supplemental Financial Services Agreement (“2021 Supplemental Financial ServicesAgreement”) dated 9 July 2021 entered into between the Company and COFCO Finance CorporationLimited (中糧財務有限責任公司) in relation to the revised annual caps of the Deposit Services andEntrustment Loan Services (a copy of which has been produced to the EGM marked “A” and initialledby the chairman of the EGM for identification purpose) be and is hereby confirmed and approved;
(b)the revised annual cap for the year ending 31 December 2021 of RMB1,500,000,000 (and the revisedannual cap for deposit interest for the year ending 31 December 2021 of RMB19,400,000) in relationto the Deposit Services contemplated under the 2021 Supplemental Financial Services Agreement beand are hereby confirmed and approved;
(c)the directors of the Company be and are hereby authorised to execute such other documents, do allother acts and things and take such action as they may consider necessary, desirable or expedient toimplement and/or give effect to or otherwise in connection with the 2021 Supplemental FinancialServices Agreement and any or all the matters contemplated under the 2021 Supplemental FinancialServices Agreement.”
3. Re-election of Mr. Ma Dewei as a non-executive Director of the Company.
4. Re-election of Dr. Zhao Wei as a non-executive Director of the Company.
Date: , 2021Signature(s)(Note 5):

Notes:

  1. Please insert the full name(s) and address(es) in BLOCK CAPITALS . The names of all joint holders should be stated. 2. 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.

  2. 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

  3. asIMPORTANT:“their” IN proxyTHE BOXratherIF YOUMARKEDthanWISHa third“AGAINST”.TO VOTEparty toFORattend If no A RESOLUTION, direction and vote is on given, theirPLEASE your behalf proxy TICKat the will “EGM vote� ” IN or (or abstain THEany BOXadjournment at his MARKED discretion. thereof).“FOR”. Your proxy IF YOU will also WISH be TO entitled VOTE to vote AGAINST at his discretion A RESOLUTION, on any resolution PLEASE properly TICK put to the EGM other than those referred to in the notice convening the EGM.

  4. 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.

  5. 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.

  6. 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, 13 September 2021) or any adjournment thereof.

  7. 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

(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 ”). (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. (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.

  • (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).