Hong Kong listed company COFCO International (0506) convened a special general meeting of shareholders on November 21 at the International Trade Center in Causeway Bay. The meeting approved nine drafts including beverage business purchase from the parent company, other farm produces processing business and biomass energy business.
The meeting approved the following drafts:
1. Approved the total business contract and the proposed transactions under it;
2. Independent shareholders of the companies approved the first ordinary resolution. With prerequisite of completion on the total business agreement and splits, the agreement for mutual commodity supply, provision and packaging agreement, concentrates purchase agreement and beverage main components purchase agreement were approved;
3. With the prerequisite of completion on the whole sale agreement, new non-competitive contracts were approved and current non-competitive contracts were terminated;
4. Amendments to the non-purchase-shares provisions on the existing planned items under the share-purchase rights were approved;
5. New stock purchase plan were approved. However, it is under the prerequisite of any listed shares and trading should be approved and be issued under the plan of exercising new share purchase rights of Stock Exchange agency;
6. Approved the shares purchase of Chinese Grain and Oils, however, among which the responsibility of shares of the Chinese Grain and Oils approved by Stock Exchange agency, any potential stocks entering into market and purchase under the issue of trade documents, and the global offering described in the underwriting agreement was deemed to be unconditional. It is not terminated in accordance with the terms of the underwriting agreement or for other reasons. It was also under the prerequisite of the commencement of shares trading of Chinese Grain and Oils on the Stock Exchange agency;
7. The additional 150 million shares of stock were approved. The company's authorized share capital raised from 250 million to 400 million Hong Kong dollar;
8. The election of Mr. Mai Zhirong as member of company directors was approved;
9. The company's name change into China Foods Limited was approved under the prerequisite of completion on the total business contract and splits agreements.
The overall objective of COFCO reorganization and splits, on the one hand, is to achieve a more clear-cut division of the COFCO International, China Agri-industries and COFCO, so that the companies can better focus on business strategy, integrate resource management and create value for all shareholders, avoiding duplication of resources and reducing the possibility of internal competition; on the other hand, the creation of China Agri-industries is to become a larger scale specialized company, with clear strategic objectives and management goals, and with an independent financing platform in the capital markets. It is to take the growth opportunities in farm produce processing industry.
