(Incorporated in Bermuda with limited liability)

(Stock Code: 506)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We (Note 1),

of

being the registered holder(s) of (Note 2)

shares of HK$0.10 each in the capital of China Foods Limited, HEREBY APPOINT (Note 3) the chairman of the special general meeting (the ''SGM'') or

any adjournment thereof, or

of

as my/our proxy to attend and vote on my/our behalf at the SGM to be held at Mandarin's Suite, World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 1 June 2021 at 4:30 p.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on the same day) and at any adjournment thereof for the purposes of considering and, if thought fit, passing with or without modifications, the resolution set out in the notice of SGM as hereunder indicated:

ORDINARY RESOLUTION

FOR (Note 4)

AGAINST (Note 4)

''THAT (1) the 2021 Financial Services Agreement (as defined in the circular of the Company dated 11 May 2021 (the ''Circular'')) entered into between the Company, COFCO Coca-Cola Supply Chain (Tianjin) Limited(中糧可口可樂供應鏈(天津)有限公司)and COFCO Finance Corporation Limited(中糧財務有限責任公司)(''COFCO Finance'') dated 21 April 2021 (a copy of which has been produced to the SGM and marked ''A'' and initialled by a Director for the purpose of identification) (details of which are set out in the Circular) relating to the provision of Deposit Services, Fund Transfer Services, Entrustment Loan Services and Other Financial Services such as settlement, sale and purchase of foreign exchange and relevant advisory services by COFCO Finance to the Company and its subsidiaries (the ''Group''), and all the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and (2) the proposed maximum daily outstanding balance of deposit (including the corresponding interest accrued thereon) (the ''Proposed Daily Deposit Cap'') placed by the Group with COFCO Finance in the amount RMB800 million or its equivalent (including the corresponding interest accrued therein) be and are hereby approved and confirmed, and THAT any one or more directors of the Company be and are hereby authorized to do all such things and execute all such documents as they in their absolute discretion deem fit or appropriate to give effect to the 2021 Financial Services Agreement and the implementation of all the transactions contemplated thereunder.''

Signature(s)(Note 7)

Dated

day of

2021

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
  3. If any proxy other than the chairman of the SGM is preferred, please strike out the words ''THE CHAIRMAN OF THE SPECIAL GENERAL MEETING (THE ''SGM'') OR ANY ADJOURNMENT THEREOF, OR'' herein stated and insert the name and address of the proxy desired in the space provided in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY.
  4. IMPORTANT: PLEASE INDICATE WITH A ''✓'' IN THE APPROPRIATE BOX BESIDE EACH OF THE RESOLUTIONS HOW YOU WISH THE PROXY TO VOTE ON YOUR BEHALF. Failure to complete the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM (or any adjournment thereof) other than those referred to in the notice of SGM.
  5. For determining the shareholders' eligibility to attend and vote at the SGM of the Company to be held on Tuesday, 1 June 2021, the register of members of the Company will be closed from Thursday, 27 May 2021 to Tuesday, 1 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the SGM, all transfer documents, accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30 p.m. on Wednesday, 26 May 2021.
  6. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged at the Company's branch share registrar and transfer office in Hong Kong, Tricor Progressive 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 SGM or any adjourned meeting.
  7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.
  8. In case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
  9. The proxy need not be a member of the Company but must attend the SGM and any adjourned meeting in person to represent you.
  10. Completion and return of this form of proxy will not preclude you from attending and voting at the SGM and any adjourned meeting. In such event, the instrument appointing a proxy shall be deemed to be revoked.
  11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of Personal Data to the Company is on a voluntary basis. ''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''). Your Personal Data may be disclosed or transferred to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the purposes of processing and handling your requests and/or instructions given on this form, and retained for such period as may be necessary for such purposes. Request for access to and/or correction of your Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing by mail to the Privacy Compliance Officer of Tricor Progressive Limited (Address: Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong).

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Disclaimer

China Foods Limited published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 09:13:06 UTC.