(incorporated in Cayman Islands with limited liability)

(Stock code: 01610)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON FRIDAY, 15 NOVEMBER 2019

Number of shares to which this

form of proxy relates(Note 2)

I/We(Note 1)

of

being the registered holder(s) of

shares(Note 2) of US$0.000001

each in the share capital of

COFCO Meat Holdings Limited (the "Company") hereby appoint the Chairman

of the meeting(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 Room 3011, COFCO Fortune Plaza, No. 8 Chao Yang Men South Street, Chaoyang District, Beijing, PRC on Friday, 15 November 2019 at 1:30 p.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)

AGAINST(Note 4)

1. "THAT

  1. the Supplemental Mutual Supply Agreement ("Supplemental Mutual Supply Agreement") dated 9 September 2019 entered into between the Company and COFCO Corporation ("COFCO") in relation to the Revised Annual Caps and the New Continuing Connected Transaction (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 ratified, confirmed and approved;
  2. (i) the revised annual caps for the three years ending 31 December 2021 of RMB607,000,000, RMB1,480,000,000 and RMB1,480,000,000 in relation to the Transaction for purchase of central reserved meat contemplated under the Supplemental Mutual Supply Agreement; (ii) the revised annual caps for the three years ending 31 December 2021 of RMB279,500,000, RMB1,554,500,000 and RMB2,044,500,000 in relation to the Transaction for supply of central reserved meat contemplated under the Supplemental Mutual Supply Agreement be and are hereby confirmed and approved;
  3. New Continuing Connected Transaction (as defined in the Circular) contemplated under the Supplemental Mutual Supply Agreement be and are hereby confirmed and approved;
  4. the directors of the Company be and are hereby authorised to execute such other documents, do all other acts and things and take such action as they may consider necessary, desirable or expedient to implement and/or give effect to or otherwise in connection with Supplemental Mutual Supply Agreement and any or all the matters contemplated in the Supplemental Mutual Supply Agreement."

Date:

Signature(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.
  3. 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.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK "" IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK "" IN THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
  5. 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.
  6. 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.
  7. 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 or any adjournment thereof.
  8. 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
  1. "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").
  2. 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.
  3. 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.
  4. 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).

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COFCO Meat Holdings Ltd. published this content on 28 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 October 2019 10:16:21 UTC