PDF《AND NOTICE OF ANNUAL GENERAL MEETING》

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in COFCO Meat Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01610) PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSALS FOR GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the Annual General Meeting of COFCO Meat Holdings Limited to be held at World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre,

280 Gloucester Road, Causeway Bay, Hong Kong on Friday, May 31,

2019 at 10:30 a.m. is set out on pages

17 to

20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of HKExnews (www.hkexnews.hk) and the Company (www.cofcomeat.com). Whether or not you are able to attend the Annual General Meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company'

s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre,

183 Queen'

s Road East, Hong Kong as soon as possible but in any event not less than

48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION April 29,

2019 Page Definitions

1 Letter from the Board 1. Introduction

4 2. Adoption of the Audited Consolidated Financial Statements and the Reports of Directors and Auditor

5 3. Proposed Re-election of Retiring Directors

5 4. Authorization to the Board to Fix the Remuneration of All Directors of the Company

5 5. Re-appointment of Deloitte Touche Tohmatsu as Auditor of the Company and Authorization to the Board to Fix its Remuneration.5 6. Proposals for Granting of General Mandate to Repurchase Shares

5 7. Proposals for Granting of General Mandate to Issue Shares

6 8. Extension of the Share Issue Mandate

7 9. Annual General Meeting and Proxy Arrangement

7 10. Recommendation

7 Appendix I C Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting

8 Appendix II C Explanatory Statement on the Share Repurchase Mandate

14 Notice of Annual General Meeting

17 CONTENTS C i C In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: Annual General Meeting an annual general meeting of the Company to be held at World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre,

280 Gloucester Road, Causeway Bay, Hong Kong on Friday, May 31,

2019 at 10:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages

17 to

20 of this circular, or any adjournment thereof Articles of Association the articles of association of the Company currently in force Board the board of Directors COFCO COFCO Corporation (中粮集团有限公司), a wholly state-owned enterprise incorporated in the PRC in September

1952 currently under the purview of the SASAC and a major shareholder of the Company COFCO Group COFCO and its subsidiaries other than the Group and including the Disposal Group (unless the context indicates otherwise) COFCO Meat Investments COFCO Meat Investments Co., Ltd. (中粮肉食投资有限 公司), a company incorporated under the laws of the PRC with limited liability on March 20,

2009 and an indirect wholly-owned subsidiary of the Company COFCO (HK) COFCO (Hong Kong) Limited (中粮集团(香港)有限公 司), a company incorporated in Hong Kong with limited liability on August 14, 1981, and a direct wholly-owned subsidiary of COFCO and a major shareholder of the Company Company COFCO Meat Holdings Limited (中粮肉食控股有限公 司) (formerly known as Charm Thrive Investments Limited (灿旺投资有限公司)), a company incorporated in the BVI with limited liability on March 11,

2014 and re-domiciled to the Cayman Islands as an exempted company with limited liability on May 4,

2016 Director(s) the director(s) of the Company DEFINITIONS C

1 C Disposal Group the group consisting of 100% interest in COFCO Meat Farming (Shandong), COFCO Meat (Shandong) and COFCO Meat (Suqian) Co., Ltd. respectively prior to the reorganization, which is engaged in the chicken farming, slaughtering and sales business and which was transferred to COFCO Poultry Co., Ltd. as part of the reorganization Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People'

s Republic of China Latest Practicable Date April 16, 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular Listing Date November 1, 2016, being the date of the listing of the Shares on the Main Board of the Stock Exchange Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Nomination Committee the nomination committee of the Company PRC the People'

s Republic of China, excluding, for the purpose of this circular, Hong Kong, Macau and Taiwan Remuneration Committee the remuneration committee of the Company SFO the Securities and Futures Ordinance (Chapter

571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time Share(s) ordinary share(s) of US$0.000001 each in the capital of the Company Shareholder(s) holder(s) of Share(s) DEFINITIONS C

2 C Share Issue Mandate a general mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares on the Stock Exchange of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution by the shareholders of the Company Share Repurchase Mandate a general mandate proposed to be granted to the Directors to purchase Shares on the Stock Exchange of not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution by the shareholders of the Company Stock Exchange The Stock Exchange of Hong Kong Limited subsidiary(ies) has the meaning ascribed thereto under the Listing Rules Takeovers Code The Codes on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of Hong Kong as amended from time to time U.S. the United States of America US$ United States dollars, the lawful currency of the United States of America % per cent DEFINITIONS C

3 C (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01610) Chairman of the Board and Executive Director: Mr. Jiang Guojin Executive Director: Mr. Xu Jianong Non-Executive Directors: Ms. Yang Hong Mr. Wolhardt Julian Juul Dr. Cui Guiyong Mr. Zhou Qi Mr. Zhang Lei Dr. Huang Juhui Independent Non-Executive Directors: Mr. Fu Tingmei Mr. Li Michael Hankin Mr. Lee Ted Tak Tai Dr. Ju Jiandong Registered Office: P.O. Box

31119 Grand Pavilion, Hibiscus Way

802 West Bay Road, Grand Cayman KY1-1205, Cayman Islands Principal Place of Business and Corporate Headquarters in Hong Kong: 33rd Floor, COFCO Tower,

262 Gloucester Road, Causeway Bay, Hong Kong April 29,

2019 To the Shareholders Dear Sir/Madam, PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSALS FOR GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting for, among other things, (i) the re-election of the retiring Directors;

and (ii) the granting to the Directors of the Share Repurchase Mandate and the Share Issue Mandate to repurchase Shares and to issue new Shares respectively. LETTER FROM THE BOARD C

4 C 2. ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF DIRECTORS AND AUDITOR The annual report incorporating, among other things, the audited consolidated financial statements and the reports of Directors and auditor for the year ended December 31,

2018 of the Company and its subsidiaries will be sent together with this circular to Shareholders on the same date. The audited consolidated financial statements have been reviewed by the audit committee of the Company. 3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS In accordance with Article 16.18, Ms. Yang Hong, Mr. Zhou Qi, Mr. Fu Tingmei and Mr. Li Michael Hankin will retire by rotation at the Annual General Meeting. The abovementioned Directors, being eligible, will offer themselves for re-appointment at the Annual General Meeting upon election. Details of the abovemen........