China Agri Industries : NOTICE OF COURT MEETING

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HCMP 128/2020

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 128 OF 2020

IN THE MATTER OF

CHINA AGRI-INDUSTRIES HOLDINGS LIMITED

中國糧油控股有限公司

AND

IN THE MATTER OF

THE COMPANIES ORDINANCE,

CHAPTER 622 OF THE LAWS OF

THE HONG KONG SPECIAL ADMINISTRATIVE REGION

NOTICE OF COURT MEETING

NOTICE IS HEREBY GIVEN that, by an order dated the 6th day of February 2020 (the "Order") made in the above matters, the High Court of the Hong Kong Special Administrative Region (the "High Court") has directed a meeting (the "Meeting") to be convened of the registered holders of the shares ("Shares") in the capital of China Agri-Industries Holdings Limited (the "Company"), other than those directly or indirectly held or controlled by COFCO (Hong Kong) Limited (the "Offeror") or COFCO Corporation (the "Scheme Shares"), for the purpose of considering and, if thought fit, approving, with or without modification, a scheme of arrangement (the "Scheme") proposed to be made between the Company and the holders of the Scheme Shares as at Scheme Record Date (as defined in the Scheme), and that such Meeting will be held at 10:00 a.m. on Friday, 6 March 2020 at Crystal Ballroom, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsimshatsui, Kowloon, Hong Kong at which place and time all holders of Scheme Shares are requested to attend.

A copy of the Scheme and a copy of the explanatory statement (the "Explanatory Statement") explaining the effect of the Scheme, required to be furnished pursuant to Section 671 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), are incorporated in the scheme document of which this Notice forms part (the "Scheme Document"), which has been despatched by post to holders of the Scheme Shares. A copy of the Scheme Document can also be obtained by any person entitled to attend the Meeting during usual business hours on any day prior to the day appointed for the said meeting (other than a Saturday, a Sunday or a public holiday in Hong Kong) (a) from the share registrar of the Company, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong and (b) at the office of the Company's solicitors at 17th Floor, One Island East, Taikoo Place, 18 Westlands Road, Quarry

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Bay, Hong Kong. The Scheme Document is also available on the Company's website (www.chinaagri.com).

In compliance with the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code"), Shares held by the Offeror, parties acting in concert (as defined in the Takeovers Code) with the Offeror and members of the CICC group acting in the capacity of an exempt principal trader for the purpose of the Takeovers Code may not be voted at the Meeting. Only Shares held by other holders of Scheme Shares are eligible for voting thereat.

The above-mentioned holders of Scheme Shares may vote in person at the Meeting or they may appoint one or more persons, whether a member of the Company or not, as their proxy to attend and vote in their stead. A pink form of proxy for use at the Meeting is enclosed with the Scheme Document.

In the case of joint holders of a Share, the vote of the most senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the Share.

It is requested that forms appointing proxies, together with the letter or power of attorney or other authority (if any) under which they are signed or a notarially certified copy thereof (in the case of a corporation either under its common seal or under the hand of an attorney or a duly authorised officer on its behalf and to the satisfaction of the directors of the Company), be lodged at the Company's share registrar as stated above no later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

Completion and return of the form of proxy will not preclude a Scheme Shareholder from attending and voting in person at the Meeting or any adjournment thereof. In the event that an eligible Scheme Shareholder attends and votes at the Meeting or any adjournment thereof after having lodged his form of proxy, his form of proxy shall be deemed to be revoked by operation of law.

For the purpose of determining the entitlements of holders of Scheme Shares to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 2 March 2020 to Friday, 6 March 2020, both days inclusive, and during such period, no transfer of Shares will be effected. In order to qualify to vote at the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar as stated above before 4:30 p.m. (Hong Kong time) on Friday, 28 February 2020.

By the same order, the High Court has appointed Mr. LAM Wai Hon, Ambrose, or failing him, Mr. Patrick Vincent VIZZONE, or failing him, Mr. ONG Teck Chye, or failing him, any other available director of the Company to act as chairman of the Meeting and has directed the chairman of the Meeting to report the result thereof to the High Court.

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The Scheme will be subject to the subsequent sanction of the High Court as set out in the Explanatory Statement contained in the Scheme Document.

Dated the 14th day of February 2020.

Reed Smith Richards Butler

Solicitors for the Company 17th Floor

One Island East

Taikoo Place

18 Westlands Road

Quarry Bay

Hong Kong

As at the date of this notice, the board of directors of the Company comprises: Mr. LUAN Richeng as chairman of the Board and non-executive Director; Mr. WANG Zhen, Mr. XU Guanghong and Ms. HUA Jian as executive Directors; Mr. JIA Peng and Mr. MENG Qingguo as non-executive Directors; and Mr. LAM Wai Hon, Ambrose, Mr. Patrick Vincent VIZZONE and Mr. ONG Teck Chye as independent non-executive Directors.

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