(I) Continuing Connected Transactions and Major Transaction: Financial Services Agreement with COFCO Finance; and (II) Re-election of Director

November 26, 2019 at 03:48 am

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 CPMC Holdings Limited, you should at once pass this circular together with the enclosed form of proxy to the purchaser, the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

CPMC HOLDINGS LIMITED

中糧包裝控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 906)

CONTINUING CONNECTED TRANSACTIONS AND MAJOR TRANSACTION

FINANCIAL SERVICES AGREEMENT WITH COFCO FINANCE

AND

RE-ELECTION OF DIRECTOR

Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

A letter from the Board is set out on pages 5 to 18 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on page 19 of this circular. A letter from Chanceton Capital containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 20 to 35 of this circular.

A notice convening the EGM to be held at 11:00 a.m. on Monday, 23 December 2019 at 35/F, Great China International Exchange Square, No. 1 Fuhua 1st Road, Shenzhen, Guangdong, China is set out on pages 49 to 50 of this circular. A form of proxy for the use at the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time scheduled for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

27 November 2019

	CONTENTS
		Page
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .	19
LETTER FROM CHANCETON CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
APPENDIX I	- FINANCIAL INFORMATION OF THE GROUP . . . . . . .	36
APPENDIX II	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	40
APPENDIX III	- DETAILS OF RETIRING DIRECTOR SUBJECT
	TO RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . .	49

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"2016 Financial Services	the Financial Services Agreement in relation to the
Agreement"	Deposit Services, the Loan Services, the Entrustment
	Loan Services and the Other Financial Services entered
	into among the Company, CPMC Investment and COFCO
	Finance on 15 September 2016
"2019 Financial Services	the Financial Services Agreement in relation to the
Agreement"	Deposit Services, the Loan Services, the Entrustment
	Loan Services and the Other Financial Services entered
	into among the Company, CPMC Investment and COFCO
	Finance on 7 November 2019
"Articles"	the articles of association of the Company (as amended
	from time to time)
"associates"	has the same meaning as ascribed thereto under the
	Listing Rules
"Board"	the board of Directors
"CBIRC"	China Banking and Insurance Regulatory Commission
	(中國銀行保險監督管理委員會)
"COFCO"	COFCO Corporation (中糧集團有限公司), a wholly
	state-owned company established in the PRC which is
	currently under the purview of State-owned Assets
	Supervision and Administration Commission of the State
	Council of the PRC (中華人民共和國國務院國有資產監
	督管理委員會)
"COFCO Finance"	中糧財務有限責任公司 (COFCO Finance Company
	Limited), a company established in the PRC with limited
	liability and an indirect wholly-owned subsidiary of
	COFCO
"Company"	CPMC Holdings Limited (中糧包裝控股有限公司), a
	company incorporated in Hong Kong with limited
	liability, the issued shares of which are listed on the Main
	Board of the Stock Exchange
"connected person(s)"	has the meaning ascribed thereto under the Listing Rules

- 1 -

	DEFINITIONS
"CPMC Investment"	CPMC Investment Co., Ltd. (中糧包裝投資有限公司), a
	company incorporated in the PRC with limited liability
	and an indirect wholly-owned subsidiary of the Company
"Deposit Services"	the deposit and related services to be provided by
	COFCO Finance to the Group under the 2019 Financial
	Services Agreement
"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be
	held to consider and approve, among other things, the
	Deposit Services, the Proposed Deposit Cap and the
	re-election of Mr. Chen as an independent non-executive
	Director
"Entrustment Loan Services"	the provision of entrustment loans services among
	members of the Group through COFCO Finance, which
	will only act as agent of the Group, under the 2019
	Financial Services Agreement
"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
	PRC
"Independent Board Committee"	the independent committee of the Board comprising Mr.
	Cheng Yuk Wo, Mr. Pun Tit Shan and Mr. Chen Jihua,
	being all the independent non-executive Directors, to be
	established for the purpose of advising the Independent
	Shareholders on the terms of the Deposit Services and the
	Proposed Deposit Cap
"Independent Shareholders"	Shareholders other than COFCO, COFCO Finance and
	their respective associates
"Latest Practicable Date"	22 November 2019, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange

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	DEFINITIONS
"Loan Services"	the loan and related services to be provided by COFCO
	Finance to the Group under the 2019 Financial Services
	Agreement
"Mr. Chen"	Mr. Chen Jihua
"Other Financial Services"	apart from the Deposit Services, the Loan Services and
	the Entrustment Loan Services, other financial services,
	including settlement services, forex-trading services and
	other related consultancy and agency services to be
	provided by COFCO Finance to the Group under the 2019
	Financial Services Agreement
"Chanceton Capital" or	Chanceton Capital Partners Limited, a licensed
"Independent Financial	corporation to carry out Type 6 (advising on corporate
Adviser"	finance) regulated activities under the SFO and the
	independent financial adviser to the Independent Board
	Committee and the Independent Shareholders in respect
	of the Deposit Services and the Proposed Deposit Cap
"PBC"	People's Bank of China (中國人民銀行)
"PRC"	the People's Republic of China, which, for the purpose of
	this circular only, does not include Hong Kong, the
	Macau Special Administrative Region and Taiwan
"Proposed Deposit Cap"	the proposed maximum daily outstanding balance of
	deposits (including accrued interest) placed by the Group
	with COFCO Finance in the amount equivalent of
	RMB900 million during the Term pursuant to the 2019
	Financial Services Agreement
"Proposed Entrustment Loan and	the proposed maximum annual amount of handling fees
Other Services Cap"	and other service fees payable by the Group to COFCO
	Finance in the amount equivalent of RMB4 million
	during the Term pursuant to the 2019 Financial Services
	Agreement
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong)

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	DEFINITIONS
"Share(s)"	the 1,160,949,000 ordinary share(s) in the issued share
	capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Term"	the term of three (3) years commencing on the date which
	the 2019 Financial Services Agreement is approved by
	Independent Shareholders at the EGM
"Undertakings"	the undertakings provided by COFCO in favour of the
	Company on 7 November 2019 in connection with the
	2019 Financial Services Agreement

In this circular, the English names of the PRC entities are translation of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

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LETTER FROM THE BOARD

CPMC HOLDINGS LIMITED 中糧包裝控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 906)

Executive Directors:	Registered Office:
Mr. Zhang Xin (Chairman)	33rd Floor, COFCO Tower
Mr. Zhang Ye	262 Gloucester Road
	Causeway Bay
Non-Executive Directors:	Hong Kong
Ms. Yu Youzhi
Mr. Chen Qianzheng
Mr. Zhou Yuan
Mr. Shen Tao
Independent Non-Executive Directors:
Mr. Cheng Yuk Wo
Mr. Pun Tit Shan
Mr. Chen Jihua
	27 November 2019
To the Shareholders,
Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS AND MAJOR TRANSACTION

FINANCIAL SERVICES AGREEMENT WITH COFCO FINANCE

AND

RE-ELECTION OF DIRECTOR

INTRODUCTION

The purpose of this circular is to provide you with, among others, (i) details of the 2019 Financial Services Agreement and the transactions contemplated thereunder and the Proposed Deposit Cap; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) details of Mr. Chen; and

(v) a notice of the EGM.

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LETTER FROM THE BOARD

CONTINUING CONNECTED TRANSACTIONS AND MAJOR TRANSACTION

Reference is made to the announcement and circular of the Company dated 15 September 2016 and 5 October 2016, respectively, in relation to, inter alia, the continuing connected transactions and discloseable transaction regarding the 2016 Financial Services Agreement entered by the Company and COFCO Finance on 15 September 2016.

As the 2016 Financial Services Agreement was expired on 23 October 2019 and the Group intends to carry out the various transactions contemplated under the 2016 Financial Services Agreement, on 7 November 2019, the Company, CPMC Investment and COFCO Finance entered into the 2019 Financial Services Agreement, pursuant to which COFCO Finance shall provide (i) the Deposit Services, (ii) the Loan Services, (iii) the Entrustment Loan Services, and (iv) the Other Financial Services to the Group. During the period from 23 October 2019 up to the date of the EGM, the Group has not engaged in any financial services under the 2016 Financial Services Agreement with COFCO Finance.

The Group utilises the services of COFCO Finance on a voluntary and non-exclusive basis and is not obliged to engage COFCO Finance for any particular services, or at all under the 2019 Financial Services Agreement. COFCO Finance is merely one of a number of financial institutions which provides financial services to the Group.

Summary

Principal terms of the 2019 Financial Services Agreements are set out as follows:

Date
7 November 2019
Effective Date and the Term

The 2019 Financial Services Agreement shall become effective upon the approval of the Independent Shareholders at the EGM and will be valid for a term of three (3) years.

Parties
1. the Company;
2. CPMC Investment; and
3. COFCO Finance
Major Terms
1. Deposit Services

COFCO Finance will provide deposit services to the Group pursuant to the 2019 Financial Services Agreement. The Group will open and maintain deposit accounts with COFCO Finance.

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LETTER FROM THE BOARD

The interest rates for the Group's deposits with COFCO Finance ("COFCO Deposit Interest Rate") will be determined in accordance with the standard deposit rates promulgated by PBC from time to time. The COFCO Deposit Interest Rate will not be lower than the standard deposit rates promulgated by PBC for same type of deposits of the same period and will not be lower than the interest rates offered by the eight major PRC commercial banks and PBC for same type of deposits of the same period. Before the Group place deposits with COFCO Finance, the Group will obtain interest rates of similar deposit services from at eight major PRC commercial banks and PBC from their websites and select the highest of such quotations (the "Quoted Deposit Interest Rate") to compare with the COFCO Deposit Interest Rate to ensure the COFCO Deposit Interest Rate higher than the Quoted Deposit Interest Rate.

The maximum daily deposit amount (including accrued interests) placed by the Group with COFCO Finance shall not exceed equivalent of RMB900 million.

In the event that the Group suffers any financial loss by reason of any default of COFCO Finance, COFCO Finance shall compensate the Group for such loss suffered by the Group in accordance with the rules and regulations of PBC.

Loan Services

COFCO Finance will provide RMB loan services to the Group pursuant to the

2019 Financial Services Agreement.

The interest rates to be charged by COFCO Finance for the provision of the Loan Services to the Group ("COFCO Loan Interest Rate") will be determined by the Company and COFCO Finance with reference to the interest rates of PBC from time to time. The interest rates on the Loan Services to be offered by COFCO Finance to the Group will not be higher than those offered by the eight major PRC commercial banks and PBC for same type of loans of the same period. Moreover, no security over the assets of the Group will be granted in respect of the financial assistance given by COFCO Finance. Before the Group obtain loans from COFCO Finance, the Group will obtain loan interest rates of similar loan services from at eight major PRC commercial banks and PBC from their websites (the "Quoted Loan Interest Rate") and select the lowest of such quotations to compare with the COFCO Loan Interest Rate to ensure the COFCO Loan Interest Rate lower than the Quoted Loan Interest Rate.

Entrustment Loan Services

COFCO Finance will provide the Entrustment Loan Services to the Group pursuant to the 2019 Financial Services Agreement. COFCO Finance will only act as agent of the Group and charge handling fees and other services fees in connection with the Entrustment Loan Services.

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LETTER FROM THE BOARD

The handling fees and other services fees to be charged by COFCO Finance in connection with the Entrustment Loan Services shall not be higher than those offered by the eight major PRC commercial banks to the Group for similar type of services.

Other Financial Services

COFCO Finance will provide the Other Financial Services to the Group in accordance with the permitted scope prescribed under the PRC financial policies and the Management Methods for Group Finance Companies (企業集團財務公司管理辦法) pursuant to the 2019 Financial Services Agreement. Handling fees and other services fees will be charged by COFCO Finance for the Other Financial Services provided to the Group pursuant to the 2019 Financial Services Agreement.

The handling fees and other services fees charged by COFCO Finance for the Entrustment Loan Services and Other Financial Services ("COFCO Handling Fee") will be determined with reference to the market rates of similar services as promulgated by PBC and will not be higher than those offered by the eight major PRC commercial banks to the Group for similar type of services.

The COFCO Handling Fee in aggregate shall not exceed equivalent of RMB4 million on an annual basis.

Settlement Terms

Set out below are the settlement terms of the respective services under the 2019 Financial Services Agreement:

Interest income from the Deposit Services

COFCO Finance pays its interests on a quarterly basis where the interests will be automatically deposited into the demand deposit account of the Group companies opened at COFCO Finance on the 21st day of the end of each quarter;

(ii) Interest expense of the Loan Services

COFCO Finance charges its interests on a quarterly basis where the interests will be deducted automatically from the demand deposit account of the Group companies opened at COFCO Finance on the 21st day of the end of each quarter. In the event of early repayment, the interests will be settled on the repayment date and deducted from the demand deposit account;

Handling fees and other service fees paid under the Entrustment Loan Services and Other Financial Services

The fees for the Entrustment Loan Services shall be settled annually by the end of each year. The interests of the Entrustment Loan Services are settled

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LETTER FROM THE BOARD

on a quarterly basis where the interests will be paid to the entrusting party on the interest settlement date. In the event of early repayment of entrustment loans, the interests will be settled on the repayment date and the interests will be paid to the entrusting party.

The Group may obtain financial services from other financial institutions in addition to those provided by COFCO Finance pursuant to the 2019 Financial Services Agreement.

5. Measures of Determining the Pricing Terms

In order to ensure that the pricing terms of individual transactions under the Deposit

Services, the Loan Services, the Entrustment Loan Services and the Other Financial Services will be made in accordance with the pricing principles as stated above, the Group and COFCO Finance shall carry out the measures below:

With respect to the Group, the establishment of an internal integrated assessment mechanism of the Group on the COFCO Deposit Interest Rate, COFCO Loan Interest Rate and COFCO Handling Fee will be established based on fair market principle. For example, an analysis and assessment will be conducted between the COFCO Deposit Interest Rate and the rates offered by the eight major PRC commercial banks and PBC to the Group before the Group deposits with COFCO Finance, and every fortnight or regularly during the maintenance of such deposit accounts. Prior to the engagement of the relevant financial service with COFCO Finance under the 2019 Financial Services Agreement, the Group will conduct an analysis and assessment between the COFCO Deposit Interest Rate, COFCO Loan Interest Rate or the COFCO Handling Fee (as the case maybe) with the corresponding interest rates or handling fees offered by the eight major PRC commercial banks and PBC to the Group to ensure the relevant interest rates or handling fee offered by COFCO Finance is on the best term to the Group. In the event the relevant interest rates or handling fees quoted from the eight major PRC commercial banks and PBC is better than those offered by COFCO Finance, the Group will inform COFCO Finance to adjust the same to ensure its interest rates or handling fees is the better than those offered by the eight major PRC commercial banks and PBC.

Pursuant to the 2019 Financial Services Agreement, in the event COFCO Finance violates its relevant obligations thereunder and actually adopted an interest rate or charged a handling fee which is not on a better term to the Group as compared to those offered by the eight major PRC commercial banks and PBC, the Group may request COFCO Finance to compensate the differences to the Group. In respect of the Deposit Services under the 2019 Financial Services Agreement, the Group will obtain the Quoted Deposit Interest Rate every fortnight or regularly during the maintenance of its demand deposit in such deposit accounts. In the event COFCO Finance had adopted a COFCO Deposit Interest Rate lower than the Quoted Deposit Interest Rate for a particular day, the Group will demand COFCO Finance to compensate the difference between the interest receivable on its demand deposit under the Quoted Deposit Interest Rate and the COFCO Deposit Interest Rate.

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LETTER FROM THE BOARD

With respect to COFCO Finance, a risk management committee and an independent audit department have been established where the risk management committee is responsible for the review of, approval for and decision-making on the pricing policies of deposit and lending business and various business risks of the company. The audit department is responsible for carrying out an independent audit on various businesses including the deposit, lending, entrustment loan and other financial services under the 2019 Financial Services Agreement. In addition, to ensure that the 2019 Financial Services Agreement is smoothly executed, COFCO Finance has appointed an independent external auditor to carry out a special audit on such connected transaction at the end of each quarter to manage and reduce the risk of the relevant businesses.

Conditions Precedent
The 2019 Financial Services Agreement is conditional upon:
1. compliance with all necessary requirements under the Listing Rules, which include but not limited to obtaining the approval of the Independent Shareholders at the EGM; and
2. obtaining any other relevant approvals as may be required for the 2019 Financial Services Agreement to take effect.
Termination

Save as described below, the 2019 Financial Services Agreement shall not be terminated by the parties unilaterally. In addition to the default events provided by the Contract Laws of the PRC, the 2019 Financial Services Agreement will be terminated with immediate effect if COFCO Finance fails to satisfy any operation condition as follows:

the capital adequacy ratio is not less than 12%;
the non-performing assets ratio is not more than 2%;
the bad loan ratio is not more than 3%;
the self-owned fixed assets to equity ratio is not more than 10%; or
investment balance to capital ratio is not more than 70%.

Upon termination of the 2019 Financial Services Agreement, the Group may withdraw its deposits with COFCO Finance at any time.

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LETTER FROM THE BOARD

8. Historical transaction Amounts

Under the 2016 Financial Services Agreement, the annual caps for the deposit amount in relation to the Deposit Service and the handling fees and other service fees in relation to the Entrustment Loan Services and Other Financial Services are RMB900 million and RMB4 million, respectively. The historical transaction amounts between COFCO Finance and the Group in respect of the Deposit Services and the Entrustment Loans and Other Financial Services during the term under the 2016 Financial Services Agreement are set out below:

			Historical handling fees
			and other service fees paid
		Maximum historical	under the Entrustment
		deposit amount on a	Loan Services and Other
		daily basis	Financial Services
		(RMB)	(RMB)
For the period from
24	October 2016 to	Approximately
31	December 2016	774,814,000	13,257
For the year ended	Approximately
31	December 2017	774,814,000	36,168
For the year ended	Approximately
31	December 2018	801,340,000	36,321
For the period from
1 January 2019 to	Approximately
23	October 2019	801,340,000	40,236

9. Proposed Cap

Deposit Service

Prior to the entering into the 2019 Financial Services Agreement, the Group has placed money with COFCO Finance as deposits. The Board has considered and proposed the Proposed Deposit Cap in the amount equivalent of RMB900 million on a daily basis after considering the maximum daily outstanding balance of deposits (including accrued interest) placed by the Group with COFCO Finance.

In arriving the Proposed Deposit Cap, the Directors have considered (i) the deposit cap under the 2016 Financial Services Agreement of RMB900,000,000, which is equivalent to the Proposed Deposit Cap; and (ii) the increasing historical deposit amount during the term under the 2016 Financial Services Agreement, which reached over RMB800 million for the period from 1 January 2019 to 23 October 2019.

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LETTER FROM THE BOARD

In order to ensure that the Proposed Deposit Cap will not be exceeded, the Group will adopt the following measures to monitor the daily balance of the deposits made by the Group:

the finance department of the Company will monitor the daily balance of the deposit made by the Group with all financial institutions, including those with COFCO Finance, and will report on the Group's overall cash flow position to the relevant senior management of the Company for review and consideration of the overall funding position of the Group;
the Group will have the discretion to request for the withdrawal of all or part of the deposit placed with COFCO Finance to ensure the liquidity and safety of the deposited fund; and
COFCO Finance will provide an online platform to allow the finance department of the Company to monitor the balance of the Group's deposit on a daily basis, so as to ensure the deposit amount will not exceed the Proposed Deposit Cap.

Entrustment Loan Services and Other Financial Services

The Board considered and proposed the Proposed Entrustment Loan and Other Services Cap shall be RMB4 million after having considered the estimated amount of the handling fees and/or other service fees charged by the eight major PRC commercial banks to the Group for similar type of services. The historical handling fees and other service fees paid by the Group to COFCO Finance under the 2016 Financial Services Agreement were significant less than the annual cap under the 2016 Financial Services Agreement and the Proposed Entrustment Loan and Other Services Cap since COFCO Finance had granted certain charge waivers to the Group during the term of the 2016 Financial Services Agreement. Nonetheless, such waivers were granted at the discretion of COFCO Finance and COFCO Finance has not provided any guarantee that it will continue to provide such waivers under the 2019 Financial Services Agreement. As such, the Board holds the view that the Proposed Entrustment Loan and Other Services Cap shall be set at RMB4 million.

THE UNDERTAKINGS BY COFCO

On 7 November 2019, COFCO provided the Undertakings to the Company in connection with the 2019 Financial Services Agreement, pursuant to which COFCO undertakes to the Company that:

it will maintain its controlling interest in COFCO Finance and ensure that COFCO Finance will operate under its prescribed scope of business;
it shall use its best endeavours and all probable and reasonable means to ensure that COFCO Finance will fulfill its obligations under the 2019 Financial Services Agreement; and
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LETTER FROM THE BOARD

in the event that COFCO Finance has difficulties in repaying any money to the Group, COFCO will increase the working capital of COFCO Finance in order to enable it to fulfil its obligations under the 2019 Financial Services Agreement.

INFORMATION OF THE GROUP AND CPMC INVESTMENT

The Group is principally engaged in the manufacturing of packaging products for consumer goods such as food, beverages and household chemical products in the PRC.

CPMC Investment is company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company. It is an investment holding company.

INFORMATION OF COFCO FINANCE

COFCO Finance is a non-banking financial institution and an indirect wholly-owned subsidiary of COFCO established in the PRC since 2002 with the approval of PBC. It is subject to the supervision of CBIRC. According to its business licence, it is authorised to provide to the Group all services set out in the 2019 Financial Services Agreement. According to the business licence, COFCO Finance is authorised to provide services such as (a) the provision of financial and financing consultation services, credit appraisal and relevant consulting services and agency business services; (b) assisting implementation of payables and receivables of the transaction amounts; (c) handling of deposits, loans and bills acceptance and discounting; (d) conduct settlements and other relevant settlements; and (e) the provision of loans and financing leases.

REASONS FOR AND BENEFITS OF THE 2019 FINANCIAL SERVICES AGREEMENT

PRC laws do not permit companies, including subsidiaries and associates, other than regulated financial institutions, to extend intra-group loans directly. Any such loan must be directed through a regulated financial institution. COFCO Finance is a non-banking financial institution approved and regulated by PBC and CBIRC, and is authorised to provide various kinds of financial services to COFCO and its member companies in the PRC, including deposit-taking and loan services.

The main reasons for the Group to enter into the 2019 Financial Services Agreement with COFCO Finance are as follows:

the use of COFCO Finance as a vehicle to manage the funds of the Group would allow more efficient deployment of funds between members of the Group;
the interest rates on the Deposit Services and the Loan Services offered, and the handling fees and other services fees in connection with the Entrustment Loan Services and the Other Financial Services charged, by COFCO Finance to the Group will be equal to or more favourable, on a case by case basis, than those offered to the Group by any third party;
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LETTER FROM THE BOARD

COFCO Finance is regulated by PBC and CBIRC, and it provides its services in accordance with and in satisfaction of the rules and operational requirements of these regulatory authorities. In addition, capital risk can be prevented through the implementation of the risk control measures as stipulated in the 2019 Financial Services Agreement;
the Group is expected to benefit from COFCO Finance's better understanding of the Group's operations which should render more expedient and efficient services than other commercial banks in the PRC;
the Undertakings from COFCO provide security and comfort to the Company by reducing the risks which the Group may be exposed to in the event of default of COFCO Finance under the 2019 Financial Services Agreement;
pursuant to the relevant regulations of PBC and CBIRC, the customers of COFCO Finance are limited to the group members of COFCO, which effectively reduce the risks that COFCO Finance may otherwise be exposed to if its customers include other entities unrelated to COFCO;
the arrangements under the 2019 Financial Services Agreement would promote liquidity among the Group, which will facilitate the settlement business of the members of the Group, enhance the overall ability of the Group to repay debts, and assist in monitoring and controlling financial risks;
the arrangements under the 2019 Financial Services Agreement would help reduce finance costs, accelerate the turnover of capital and reduce trading costs and expenses, thus enhancing the profitability of the Group;
the arrangements under the 2019 Financial Services Agreement would allow for prompt and accurate monitoring and regulation of the application of funds within the Group, thus enhancing the capital management and control of the Group; and
COFCO Finance has maintained good working relationship with the Group and its members over the years and their continuous cooperation can ensure higher work efficiency.

The Directors (including the independent non-executive Directors) consider that the terms of the 2019 Financial Services Agreement have been negotiated on an arm's length basis and on normal commercial terms, and the transactions contemplated thereunder and the Proposed Deposit Cap and the Proposed Entrustment Loan and Other Services Cap are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Directors (including the independent non-executive Directors) also believe that the risk profile of COFCO Finance, as a financial services provider to the Group, is not greater than that of independent commercial banks in the PRC. As far as the Directors are aware, COFCO Finance has established stringent internal control measures to ensure effective risk management and compliance with laws and regulations.

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LETTER FROM THE BOARD

In assessing the financial risks involved in placing deposits with COFCO Finance, the Directors (including the independent non-executive Directors) have taken into account the following factors:

the operations of COFCO Finance are subject to the supervision of PBC and CBIRC and are regulated by the relevant PRC financial services rules and regulations;
COFCO Finance has established internal control and risk management systems in accordance with the relevant PRC financial services rules and regulations;
the finance department of the Company will report to the independent non-executive Directors on a quarterly basis;
the finance department of the Company will require COFCO Finance to appoint external auditors to audit the internal controls, risk management, completeness and impartiality of the operational system in respect of the transactions contemplated under the 2019 Financial Services Agreement and to provide relevant risk management report on a quarterly basis; and
the external auditors of the Company will review the transactions contemplated under the 2019 Financial Services Agreement and report the factual findings to the audit committee and the independent non-executive Directors on an annual basis.

Mr. Zhang Xin, Ms. Yu Youzhi and Mr. Chen Qianzheng, all being Directors connected with COFCO, have abstained from voting on the resolutions in respect of 2019 Financial Services Agreement. Save as the Directors mentioned above, none of the Directors has other material interests in the 2019 Financial Services Agreement and is required to abstain from voting on the resolutions in relation thereto.

LISTING RULES IMPLICATIONS

Continuing Connected Transactions

COFCO is a substantial shareholder of the Company interested in 330,658,800 Shares, representing approximately 28.48% equity interest in the Company. COFCO Finance is an indirect wholly-owned subsidiary of COFCO and is therefore a connected person of the Company. Accordingly, the 2019 Financial Services Agreement and the transactions contemplated thereunder will constitute continuing connected transactions of the Company under the Listing Rules.

Since the Loan Services are on normal commercial terms (or better to the Group) where no security over the assets of the Group will be granted in respect of the financial assistance given by COFCO Finance, the Loan Services are exempt from the reporting, announcement and independent shareholders' approval requirements pursuant to Rule 14A.90 of the Listing Rules.

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LETTER FROM THE BOARD

As the applicable percentage ratios (other than the profits ratio) in respect of the handling fees and other services fees in connection with the Entrustment Loan Services and the Other Financial Services are on an annual basis more than 0.1% but less than 5%, the Entrustment Loan Services and the Other Financial Services are subject to the reporting, announcement and annual review requirements but exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

Major Transaction

Further, as the applicable percentage ratios in respect of the Deposit Services are more than 25%, the Deposit Services also constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are therefore subject to the notification, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

(II) RE-ELECTION OF DIRECTOR

Reference is made to the announcement of the Company dated 2 July 2019. Mr. Chen was appointed as an independent non-executive Director with effect from 2 July 2019. Mr. Chen will retire and, being eligible, offer himself for re-election at the EGM.

In accordance with Article 108 of the Articles, a Director appointed by the Board shall retire at the next following general meeting and shall be eligible for re-election. Accordingly, Mr. Chen will retire and, being eligible, offer himself for re-election at the EGM.

In proposing the re-election of Mr. Chen as an independent non-executive Director at the EGM, the nomination committee (the "Nomination Committee") of the Company has considered the confirmation of independence of Mr. Chen, based on the independence criteria as set out in Rule 3.13 of the Listing Rules and considered that Mr. Chen remains independent. The Nomination Committee has also evaluated the past performance, skills, backgrounds, knowledge and experiences of Mr. Chen and found his performance satisfactory. Therefore, upon the nomination of the Nomination Committee, the Board has recommended Mr. Chen to stand for re-election as independent non-executive Director at the EGM. Given his unique and diverse background, skills and experience as disclosed in Appendix II to this circular, the Company considers that Mr. Chen is a highly valued and respected member of the Board, and can contribute to the diversity of the Board with his diversified educational backgrounds and professional experience in his expertise.

Details of Mr. Chen are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

The EGM will be held for the purpose of considering and, if thought fit, approving by the Independent Shareholders the Deposit Services and the Proposed Deposit Cap and considering and, if thought fit, approving by the Shareholders the re-election of Mr. Chen.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, save and except COFCO (a substantial shareholder holding approximately 28.48% of the issued share capital of the Company and has control or is entitled to exercise control over the voting rights of its shares) and its associates (which include Mr. Zhang Xin, an executive Director), who will abstain from voting on the resolution in relation to the Deposit Services and the Proposed Deposit Cap to be approved at the EGM as a result of having material interests therein, no other Shareholder is required to abstain from voting on the resolution in relation to the Deposit Services and the Proposed Deposit Cap to be approved at the EGM. As of the Latest Practicable Date, COFCO and its associates, directly and indirectly, held 345,218,800 shares of the Company (approximately 29.74%) in aggregate.

A notice convening the EGM is set out on pages 49 to 50 of this circular. The EGM will be held at 11:00 a.m. on Monday, 23 December 2019 at 35/F, Great China International Exchange Square, No. 1 Fuhua 1st Road, Shenzhen, Guangdong, China, at which resolutions will be proposed to consider and, if thought fit, to approve the Deposit Services and the Proposed Deposit Cap and the re-election of Mr. Chen. The form of proxy for use by the Shareholders at the EGM is enclosed with this circular.

Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of a form of proxy shall not preclude you from attending and voting in person at the EGM or an adjournment thereof should you so desire.

RECOMMENDATION

Based on the relevant information disclosed herein, in particular the information disclosed under the paragraphs headed "Summary" and "Reasons for and benefits of the 2019 Financial Services Agreement" in this letter from the Board, the Directors, including all the independent non-executive Directors, are of the opinion that the Deposit Services and the Proposed Deposit Cap are on normal commercial terms, and are fair and reasonable and in the interest of the Company and its Shareholders as a whole. Based on the relevant information disclosed herein, the Board is also of the opinion that the re-election of Mr. Chen is in the interest of the Company and its Shareholders as a whole. Accordingly, the Board recommends that the Independent Shareholders vote in favour of the resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this

circular and the notice of the EGM.

By order of the Board

CPMC Holdings Limited

Zhang Xin

Chairman and Executive Director

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

CPMC HOLDINGS LIMITED

中糧包裝控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 906)

27 November 2019

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

FINANCIAL SERVICES AGREEMENT WITH COFCO FINANCE

We refer to the circular of the Company dated 27 November 2019 (the "Circular") of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used herein. We have been appointed to form the Independent Board Committee to consider and advise the Independent Shareholders as to whether, in our opinion, the terms of and the Deposit Services provided by COFCO Finance pursuant to the 2019 Financial Services Agreement and the Proposed Deposit Cap, details of which are set out in the letter from the Board contained in the Circular, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Having considered the terms of the 2019 Financial Services Agreement and the advice of the Independent Financial Adviser in relation thereto as set out on pages 20 to 35 of the Circular, we consider that the Deposit Services provided by COFCO Finance pursuant to the 2019 Financial Services Agreement and the Proposed Deposit Cap are on normal commercial terms, and the Proposed Deposit Cap is fair and reasonable and is in the interests of the Company and the Shareholders as a whole. We also consider that the 2019 Financial Services Agreement is in ordinary and usual course of business of the Company.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Deposit Services provided by COFCO Finance pursuant to the 2019 Financial Services Agreement and the Proposed Deposit Cap.

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. Cheng Yuk Wo

Mr. Pun Tit Shan

Mr. Chen Jihua

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LETTER FROM CHANCETON CAPITAL

The following is the text of the letter of advice to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser in connection with the Deposit Services (including the Proposed Deposit Cap thereunder), which have been prepared for inclusion in this circular.

Room 801B, 8/F.

Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha Tsui, Hong Kong

27 November 2019

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

FINANCIAL SERVICES AGREEMENT WITH COFCO FINANCE

INTRODUCTION

We refer to our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Deposit Services under the 2019 Financial Services Agreement and the Proposed Deposit Cap thereunder, particulars of which are set out in the letter from the Board (the "Letter from the Board") contained in this circular of the Company dated 27 November 2019 (the "Circular"), of which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as defined in the Circular.

As stated in the Letter from the Board, the 2016 Financial Services Agreement was expired on 23 October 2019. With the intention to continue carrying out various types of transactions contemplated under the 2016 Financial Services Agreement, the Company and CPMC Investment have, on 7 November 2019, entered into the 2019 Financial Services Agreement with COFCO Finance, pursuant to which COFCO Finance shall provide (i) the Deposit Services, (ii) the Loan Services, (iii) the Entrustment Loan Services, and (iv) the Other Financial Services to the Group. As at the Latest Practicable Date, COFCO is a substantial shareholder of the Company interested in 330,658,800 Shares, representing approximately 28.48% equity interest in the Company. COFCO Finance is an indirect wholly-owned subsidiary of COFCO and is therefore a connected person of the Company. Accordingly, the 2019 Financial Services Agreement and the transactions contemplated thereunder will constitute continuing connected transactions of the Company under the Listing Rules.

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LETTER FROM CHANCETON CAPITAL

As the applicable percentage ratios (other than the profits ratio) in respect of the handling fees and other services fees in connection with the Entrustment Loan Services and the Other Financial Services are on an annual basis more than 0.1% but less than 5%, the Entrustment Loan Services and the Other Financial Services are subject to the reporting, announcement and annual review but exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

As the applicable percentage ratios in respect of the Deposit Services are more than 5%, and the total value of the Deposit Services is over HK$10,000,000, the Deposit Services and the Proposed Deposit Cap are subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Further, as the applicable percentage ratios in respect of the Deposit Services are more than 25%, the Deposit Services also constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are therefore subject to the notification, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules.

In the last two years, we did not have any engagement with the Group as an independent financial adviser. As at the Latest Practicable Date, we did not have any relationships or interests with the Group or any other parties that could reasonably be regarded as relevant to the independence of us. Apart from normal professional fees payable to us in connection with this appointment, no arrangements exist whereby we will received any fees or benefits from the Company or any other party to the captioned transactions, and therefore we are considered to be eligible to give independent advice on the terms of the Deposit Services (including the Propose Deposit Cap).

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true, accurate and complete in all material respects at the time they were made and continue to be true, accurate and complete in all material respects as at the date of the Circular. We have reviewed, among other things, the 2019 Financial Services Agreement, the 2016 Financial Services Agreement, the Undertakings, the annual report of the Company for the year ended 31 December 2018 (the "2018 Annual Report"), the interim report of the Company for the six months end 30 June 2019 (the "2019 Interim Report"), certain financial information of COFCO Finance and the information set out in the Circular. We have also relied on our discussion with management of the Company regarding the Group and the respective terms of the Deposit Services (including the Propose Deposit Cap), including the information and representations contained in the Circular.

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LETTER FROM CHANCETON CAPITAL

We have also assumed that all statements of belief, opinion and intention made by the Directors and the Company in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have not, however, conducted an independent in-depth investigation into the business and affairs, financial position or future prospect of the Group, the COFCO Finance or their respective subsidiaries or associates nor have we carried out any independent verification of the information supplied, representations made or opinion expressed by the Company, the Directors and the management of the Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation on the terms of the Deposit Services (including the Propose Deposit Cap) under the 2019 Financial Services Agreement, we have taken the following principal factors and reasons into consideration:

1. Information on the parties

Information on the Group and CPMC Investment

The Group is principally engaged in the manufacturing of packaging products for consumer goods such as food, beverages and household chemical products in the PRC.

CPMC Investment is company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company. It is an investment holding company.

(ii) Information on COFCO Finance

Scope of business

According to the business licence, COFCO Finance is authorised to provide services such as (a) the provision of financial and financing consultation services, credit appraisal and relevant consulting services and agency business services; (b) assisting implementation of payables and receivables of the transaction amounts; (c) handling of deposits, loans and bills acceptance and discounting; (d) conduct settlements and other relevant settlements; and (e) the provision of loans and financing leases. Therefore, COFCO Finance is authorised to provide to the Group all services set out in the 2019 Financial Services Agreement.

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LETTER FROM CHANCETON CAPITAL

Regulatory environment

COFCO Finance is subject to stringent regulations and is regulated by PBC and CBIRC. In particular, it only provides financial services to group members of COFCO in accordance with the Administrative Measures for the Finance Companies of Enterprise Groups (the "Administrative Measures"). Pursuant to the Administrative Measures, COFCO Finance is required to submit annual audited financial statements and regularly report its operation status to the CBIRC. CBIRC's supervision includes regular examination of the audited financial statements and other relevant materials required to be filed by group finance companies as well as on-site inspections and interviews with the senior management of group finance companies. To ensure compliance with the applicable laws and regulations, CBIRC has powers to issue corrective and/or disciplinary orders and to impose penalties and/or fines on a group finance company. In addition, a group finance company must comply with certain financial ratio requirements set by the CBIRC from time to time.

As part of our due diligence, we have obtained and reviewed the risk management internal control review reports of COFCO Finance issued by an external auditor. The below table sets out the key financial ratios of the COFCO Finance, and the corresponding requirements set by the CBIRC and those set out in the 2016 Financial Services Agreement, as at 31 December 2016, 31 December 2017, 31 December 2018 and 30 June 2019 as set out in the review reports, respectively:

		Requirements
		under 2016
		Financial		As at
	Requirements	Services	31 December	31 December	31 December	30 June
Financial ratios	of the CBIRC	Agreement	2016	2017	2018	2019
Capital adequacy	Not less than	Not less than	28.59%	26.22%	23.21%	25.26%
ratio	10%	12%
Non-performing	N/A	Not more than	0%	0%	0%	0%
asset ratio		2%
Non-performing	N/A	Not more than	0%	0%	0%	0%
loan ratio		3%
Total amount of	Not more than	Not more than	12.33%	22.65%	12.11%	5.38%
investment to	70%	70%
capital ratio
Self-owned fixed	Not more than	Not more than	0.02%	0.03%	0.03%	0.02%
assets to equity	20%	10%
ratio

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LETTER FROM CHANCETON CAPITAL

As shown in the table above, COFCO Finance complied with the key financial ratio requirements of the CBIRC and those set out in the 2016 Financial Services Agreement as at 31 December 2016, 31 December 2017, 31 December 2018 and 30 June 2019, respectively. It is also stated in the review reports by the external auditor that COFCO Finance's internal control system is thoroughly designed and effectively implemented. For cash management, related policies, provisions, and work flows are generated to relatively successfully control the risk of cash flow; for credit business, related risks control procedures are established to control overall risks in a reasonable level; for investment and asset management, related internal control system is designed and implemented to effectively control investments and asset management risks. We have been advised by the management of the Company that, to the best of their knowledge up to the Latest Practicable Date, COFCO Finance has no record of material non-compliance with the relevant laws, rules and regulations in the PRC.

Financial Information

The table below sets out a summary of the basic financial information of COFCO Finance based on the audited accounts of COFCO Finance prepared in accordance with PRC accounting principles for the three years ended 31 December 2018 and the unaudited management accounts of COFCO Finance for the nine months ended 30 September 2019:

				For the nine
				months
	For the year ended/As at	ended/As at
RMB million	31 December	31 December	31 December	30 September
	2016	2017	2018	2019
Operating revenue	286.4	321.2	440.0	356.2
Profit before tax	204.0	252.8	322.0	365.3
Profit after tax	154.5	193.6	248.0	281.4
Net assets	3,204.7	3,407.9	3,674.0	3,931.3

2. Background to and reasons for the 2019 Financial Services Agreement and the Proposed Deposit Cap

We understand that PRC laws do not permit companies, including subsidiaries and associates, other than regulated financial institutions, to extend intra-group loans directly. Any such loan must be directed through a regulated financial institution. COFCO Finance is a non-banking financial institution approved and regulated by PBC and CBIRC, and is authorised to provide various kinds of financial services to COFCO and its member companies in the PRC, including deposit-taking and loan services.

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LETTER FROM CHANCETON CAPITAL

As set out in the Letter from the Board, the Board is of the view that there are a number of advantages of utilising the financial services provided by COFCO Finance over similar services provided by other independent commercial banks in the PRC, and that it is in the interests of the Group to use the financial services offered by COFCO Finance under the 2019 Financial Services Agreement. Summarised below are the some of the major reasons and benefits as set out in the Letter from the Board and based on our discussion with the management of the Company:

Better understanding of the Group's operation and its needs

We note that COFCO Finance has been providing various financial services, including the Deposit Services, to members of the Group for more than 10 years. The entering into of the 2019 Financial Services Agreement therefore represents a continuation of the existing services provided by COFCO Finance to the Group. As discussed with the management of the Company, we understand that COFCO Finance has maintain good working relationship with the Group and its members over the years. As compared to other commercial banks in the PRC, COFCO Finance has a better understanding of the Group's operations which should render more expedient and efficient services. Therefore, the use of COFCO Finance as a vehicle to manage the funds of the Group would allow more efficient deployment of funds between members of the Group.

(ii) Enhanced flexibility for deposit services

While the pricing policies of COFCO Finance and the independent financial institutions in the PRC are subject to guidelines set by the PBC, the deposit rate offered by COFCO Finance for the Deposit Services to the Group will be at least equal to or more favourable than those offered by other independent financial institutions in the PRC for similar deposit, pursuant to the 2019 Financial Services Agreement. Furthermore, the Deposit Services contemplated under the 2019 Financial Services Agreement are conducted on a non-exclusive basis. The Group is not obliged to engage COFCO Finance for any particular services under the 2019 Financial Services Agreement. Since the Group can deposit its money to and withdraw its money from COFCO Finance on a voluntary basis, the Group will not be restricted to approach or engage any commercial banks or financial institutions in the PRC for deposit services if the relevant terms provided by such banks or financial institutions are more competitive and favourable than those provided by COFCO Finance. As such, the entering into the 2019 Financial Services Agreement allows the Group to secure a stable source of financial services to place its deposits on terms no less favourable than those of major commercial banks in the PRC.

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LETTER FROM CHANCETON CAPITAL

(iii) Centralised and facilitated fund management

The arrangements under the 2019 Financial Services Agreement would allow for prompt and accurate monitoring and regulation of the application of funds within the Group, thus enhancing the capital management and control of the Group. The use of COFCO Finance as a vehicle to manage the funds of the Group would also allow more efficient deployment of funds between members of the Group. By maintaining accounts with COFCO Finance by the Group and leveraging on COFCO Finance as the settlement platform, fund transmission time can be reduced to expedite the turnaround of funds, and thus strengthen the Company's centralised fund management. In addition, by enabling the Group to access a centralised fund pool can provide flexibility to the Group in making timely inter-group transfer from time to time without any restriction in meeting its funding needs, utilise idle cash balances within the Group, and reduce funding cost of the Group in general. Therefore, the provision of the Deposit Services as well as other financial services by COFCO Finance will help to facilitate the fund management amongst the members of the Group in a more efficient manner.

(iv) Better risk control and lowered risk exposure

With reference to the Administrative Measures, the customers of COFCO Finance are limited to the group members of COFCO, which effectively reduce the risks that COFCO Finance may otherwise be exposed to if its customers include other entities unrelated to COFCO. We also understand that the finance department of the Company will require COFCO Finance to appoint external auditors to perform audit on the internal controls, risk management, completeness and impartiality of the operational system in respect of the transactions contemplated under the 2019 Financial Services Agreement and to provide relevant risk management report on a quarterly basis. Moreover, COFCO has provided the Undertakings to the Company in connection with the 2019 Financial Services Agreement which provide security and comfort to the Company by reducing the risks which the Group may be exposed to in the event of default of COFCO Finance under the 2019 Financial Services Agreement.

Having considered the reasons for and benefits of the Deposit Services above, we concur with the Directors' view that the provision of the Deposit Services by COFCO Finance under the 2019 Financial Services Agreement is in the ordinary and usual course of the business of the Group and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM CHANCETON CAPITAL

3. Principal terms of the Deposit Services

Major terms of the Deposit Services as extracted from the 2019 Financial Services Agreement are as follows:

Date:	7 November 2019
Effective Date and the Term:	The	2019 Financial Services Agreement shall
	become effective upon the approval of the
	Independent Shareholders at the EGM and will be
	valid for a term of three years.
Parties:	(i)	the Company;
	(ii)	CPMC Investment; and
	(iii)	COFCO Finance
Major terms:	(i)	Deposit Services
		COFCO Finance will provide deposit services
		to the Group pursuant to the 2019 Financial

Services Agreement. The Group will open and maintain deposit accounts with COFCO Finance.

The interest rates for the Group's deposits with COFCO Finance will be determined in accordance with the standard deposit rates promulgated by PBC from time to time. The interest rates on the Deposit Services to be offered by COFCO Finance to the Group will not be lower than the standard deposit rates promulgated by PBC for same type of deposits of the same period and will not be lower than the interest rates offered by the eight major PRC commercial banks for same type of deposits of the same period.

The maximum daily deposit amount (including accrued interests) placed by the Group with COFCO Finance shall not exceed equivalent of RMB900 million.

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LETTER FROM CHANCETON CAPITAL

Settlement Terms in relation to the interest income from the Deposit Services
COFCO Finance pays its interests on a quarterly basis where the interests will be automatically deposited into the demand deposit account of members of the Group opened at COFCO Finance on the 21st day of the end of each quarter;
The Group may obtain financial services from other financial institutions in addition to those provided by COFCO Finance pursuant to the 2019 Financial Services Agreement.

Conditions Precedent:The 2019 Financial Services Agreement is conditional upon:

compliance with all necessary requirements under the Listing Rules, which include but not limited to obtaining the approval of the Independent Shareholders at the EGM; and
obtaining any other relevant approvals as may be required for the 2019 Financial Services Agreement to take effect.

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LETTER FROM CHANCETON CAPITAL

Termination:Save as described below, the 2019 Financial Services Agreement shall not be terminated by the parties unilaterally. In addition to the default events provided by the Contract Laws of the PRC, the 2019 Financial Services Agreement will be terminated with immediate effect if COFCO Finance fails to satisfy any operation condition as follows:

the capital adequacy ratio is not less than 12%;
the non-performing assets ratio is not more than 2%;
the bad loan ratio is not more than 3%;
the self-owned fixed assets to equity ratio is not more than 10%; or
investment balance to capital ratio is not more than 70%.

Upon termination of the 2019 Financial Services Agreement, the Group may withdraw its deposits with COFCO Finance at any time.

As set out in the Letter from the Board, there is an internal integrated assessment mechanism of the Group on the deposit rates based on fair market principle. Analysis and assessment will be conducted between (1) the deposit rates offered by COFCO Finance; and (2) the rates offered by the eight major PRC commercial banks and PBC to the Group before the Group deposits with COFCO Finance, and every fortnight or regularly during the maintenance of such deposit accounts. In the event of any violation of the relevant obligations under the 2019 Financial Services Agreement, an application may be filed to COFCO Finance to activate the relevant contingent plans on rate adjustment.

We have obtained and reviewed the 2019 Financial Services Agreement and compared the terms of the Deposit Services thereunder with those under the 2016 Financial Services Agreement. We note that the provision of Deposit Services contemplated under the 2019 Financial Services Agreement is in general on the same terms as those under the 2016 Financial Services Agreement. We have also obtained the Undertakings provided by COFCO to the Company in connection with the 2019 Financial Services Agreement, pursuant to which COFCO undertakes to the Company that (i) it will maintain its controlling interest in COFCO Finance and ensure that COFCO Finance will operate under its prescribed scope of business;

it shall use its best endeavours and all probable and reasonable means to ensure that COFCO Finance will fulfill its obligations under the 2019 Financial Services Agreement; and
in the event that COFCO Finance has difficulties in repaying any money to the Group, COFCO will increase the working capital of COFCO Finance in order to enable it to fulfil its obligations under the 2019 Financial Services Agreement.
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LETTER FROM CHANCETON CAPITAL

We understand that the Group will obtain interest rates of similar deposit services from eight major PRC commercial banks and PBC from their website and select the highest of such quotations (the "Quoted Deposit Interest Rate") to compare with the deposit interest rate offered by COFCO Finance (the "COFCO Deposit Interest Rate"). For our due diligence purpose, we have reviewed the historical interest rates offered by COFCO Finance to the Group in the past for the deposits placed by the Group to COFCO Finance under the 2016 Financial Services Agreement and compared them with the standard deposit rates promulgated by PBC and the interest rates offered by major commercial banks in the PRC. With reference to the website of PBC and eight major PRC commercial banks, we note that the benchmark interest rates promulgated by PBC as well as the deposit interest rates offered by eight major PRC commercial banks remain unchanged since October 2015. As shown in the list of deposits placed by the Group with COFCO Finance, we note that the Group has not maintained any deposit with COFCO Finance after 23 October 2019. We are given to understand that the Group will not place any deposit with COFCO Finance during the period from 23 October 2019 to the date of EGM for which the 2019 Financial Services Agreement shall become effective upon the approval of the Independent Shareholders. We also note that the interest rates offered by COFCO Finance to the Group were at least equal to or higher than the relevant interest rates offered by major commercial banks in the PRC for the same term of deposits. As such, we consider that the Group and COFCO Finance have complied with the aforesaid pricing policy.

Having considered the above, in particular that (i) the deposit interest rates offered to the Group by COFCO Finance will be no less favourable than those offered to the Group by major commercial banks in the PRC for comparable deposits; (ii) the Deposit Services contemplated under the 2019 Financial Services Agreement are conducted on a non-exclusive basis and the 2019 Financial Services Agreement will be terminated with immediate effect if COFCO Finance fails to satisfy the operation conditions as set out thereunder, we are of the view that

the Deposit Services contemplated under the 2019 Financial Services Agreement are entered into on normal commercial terms and in the interests of the Company and the Shareholders as a whole; and (ii) the terms of the Deposit Services contemplated under the 2019 Financial Services Agreement are fair and reasonable so far as the Independent Shareholders are concerned.

4. The Proposed Deposit Cap

As stated in the Letter from the Board, the Proposed Deposit Cap is determined in consideration of (i) the deposit cap under the 2016 Financial Services Agreement of RMB900,000,000, which is equivalent to the Proposed Deposit Cap; and (ii) the increasing historical deposit amount during the term under the 2016 Financial Services Agreement which reached over RMB800 million for the period from 1 January 2019 to 23 October 2019.

In assessing the fairness and reasonableness of the Proposed Deposit Cap, we have taken into account the following factors:

Scale of business operations

The Group has achieved a stable growth of business operation in terms of total revenue in recent years. With reference to the 2018 Annual Report, the total revenue of

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LETTER FROM CHANCETON CAPITAL

the Group increased by approximately 10.3% from approximately RMB5,978.2 million for the year ended 31 December 2017 to approximately RMB6,591.3 million for the year ended 31 December 2018. With reference to the 2019 Interim Report, the total revenue of the Group increased by approximately 10.4% from approximately RMB3,333.4 million for the six months end 30 June 2018 to approximately RMB3,680.5 million for the six months end 30 June 2019. As advised by the management of the Company, it is expect that the Group's operational scale will increase in the coming years, which will lead to an increase in the Group's operating cash flows and cash level of the Group and thus the Group's demand for the Deposit Services. With reference to the 2019 Interim Report, we also notice that the Group will steadily push forward the release of new production capacity while ensuring efficient operation of the existing production lines of its aluminium packaging business. The second production line of can-making project in Fujian and the two-piece can project in Belgium will also be put into trial production in late 2019, respectively.

(ii) Size of cash and cash equivalent

With reference to the 2018 Annual Report, the cash and cash equivalent of the Group increased by approximately 25.7% from approximately RMB711.2 million as at 31 December 2017 to approximately RMB893.9 million as at 31 December 2018. With reference to the 2019 Interim Report, the cash and cash equivalent of the Group decreased by approximately 39.6% from approximately RMB893.9 million as at 31 December 2018 to approximately RMB540.2 million as at 30 June 2019. We have reviewed the condensed consolidated statement of cash flows of the Group for the six months ended 30 June 2019 as set out in the 2019 Interim Report and noticed that, the decrease in cash and cash equivalent of the Group during the six months ended 30 June 2019 was mainly due to the increase in net cash used in investing activities as a result of purchasing property, plant and equipment with a total cash outlay of approximately RMB283.1 million.

Furthermore, the trade and bills receivables of the Group increased by approximately RMB329.8 million or 19.5% from approximately RMB1,692.3 million as at 31 December 2018 to approximately RMB2,022.1 million as at 30 June 2019. We notice that similar pattern was found during the year ended 31 December 2018. The cash and cash equivalent of the Group decreased by approximately 36.9% from approximately RMB711.2 million as at 31 December 2017 to approximately RMB448.6 million as at 30 June 2018 while the trade and bills receivables of the Group increased by approximately RMB672.6 million or 41.2% from approximately RMB1,630.8 million as at 31 December 2017 to approximately RMB2,303.4 million as at 30 June 2018. Given that the Group's trading terms with its customers are mainly on credit with a credit period of 30 to 180 days in general, it is expected that the cash and cash equivalent of the Group will increase upon collection of those trade and bills receivables when approaching the year end of 2019 as well as the Group's demand for the Deposit Services.

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LETTER FROM CHANCETON CAPITAL

(iii) Historical deposit amounts and utilisation rate

With respect to the 2016 Financial Services Agreement, the (i) historical maximum daily balance of deposits placed with COFCO Finance by the Group; (ii) the relevant annual caps for the provision of deposit services by COFCO Finance; and (iii) the historical maximum daily utilisation rate during the term thereunder are set out below:

			Annual cap
		Maximum	under the
		historical	2016 Financial
		deposit amount	Services
		on a daily basis	Agreement	Utilisation rate
		(RMB)		(RMB)	(%)
For the period from	Approximately	900	million	86.1
24	October 2016 to	774,814,000
31	December 2016
For the year ended	Approximately	900	million	86.1
31	December 2017	774,814,000
For the year ended	Approximately	900	million	89.0
31	December 2018	801,340,000
For the period from	Approximately	900	million	89.0
1 January 2019 to	801,340,000
23	October 2019

As set out in the table above, we note that the annual cap of maximum daily balance of deposits placed with COFCO Finance by the Group was substantially utilised during the term of the 2016 Financial Services Agreement. It has reached an utilisation rate of approximately 89.0% during the year ended 31 December 2018 and the period from 1 January 2019 to 23 October 2019, the management of the Company expects that the cash balance of the Group would increase upon collecting the outstanding trade and bills receivables when approaching the year end which shall be similar to the pattern in the past few years. Therefore, the Proposed Deposit Cap is set at RMB900 million during the term of the 2019 Financial Services Agreement which is the same as the annual cap under the 2016 Financial Services Agreement.

Having considered the above, we consider the relevant Proposed Deposit Cap under the 2019 Financial Services Agreement are fair and reasonable.

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LETTER FROM CHANCETON CAPITAL

5. Internal control measures and measures to ensure compliance with the Listing Rules

As stated in the Letter from the Board, the Group has adopted certain internal control measures to monitor the Deposit Services offered by COFCO Finance to the Group. In respect of the internal control measures for the Deposit Services, we understand that there is an internal integrated assessment mechanism on the deposit rates, an analysis and assessment will be conducted between (1) the deposit and lending rates offered by COFCO Finance; and (2) the rates offered by the eight major PRC commercial banks and PBC to the Group every fortnight or regularly. We have reviewed the relevant internal control policies of the Group and given to understand that, prior to the engagement of the Deposit Services with COFCO Finance under the 2019 Financial Services Agreement, the Group will conduct an analysis and assessment between the COFCO Deposit Interest Rate with the interest rates offered by the eight major PRC commercial banks and PBC to the Group to ensure the relevant interest rates offered by COFCO Finance is on the best term to the Group. In the event the relevant interest rates quoted from the eight major PRC commercial banks and PBC is better than those offered by COFCO Finance, the Group will inform COFCO Finance to adjust the same to ensure its interest rates is the better than those offered by the eight major PRC commercial banks and PBC. Pursuant to the 2019 Financial Services Agreement, in the event COFCO Finance violates its relevant obligations thereunder and actually adopted an interest rate which is not on a better term to the Group as compared to those offered by the eight major PRC commercial banks and PBC, the Group may request COFCO Finance to compensate the differences to the Group. In respect of the Deposit Services under the 2019 Financial Services Agreement, the Group will obtain the Quoted Deposit Interest Rate every fortnight or regularly during the maintenance of its demand deposit in such deposit accounts. In the event COFCO Finance had adopted a COFCO Deposit Interest Rate lower than the Quoted Deposit Interest Rate for a particular day, the Group will demand COFCO Finance to compensate the difference between the interest receivable on its demand deposit under the Quoted Deposit Interest Rate and the COFCO Deposit Interest Rate. We have been advised by the management of the Company that, to the best of their knowledge up to the Latest Practicable Date, COFCO Finance has no record of violating relevant obligations under the 2016 Financial Services Agreement nor adopted a COFCO Deposit Interest Rate which was lower than the Quoted Deposit Interest Rate. In order to ensure that the Proposed Deposit Cap will not be exceeded, we are given to understand that the finance department of the Company will check on the online platform of COFCO Finance and report the deposit balance with COFCO Finance on a daily basis to relevant senior management of the Group to ensure the Proposed Deposit Cap will not be exceeded.

The external auditors of the Company will report by issuing a letter to the Board every year on the continuing connected transactions of the Company in relation to the terms and annual caps of the continuing connected transactions (including the Deposit Services contemplated under the 2019 Financial Services Agreement) of the Company conducted during the preceding financial year pursuant to the Listing Rules. We note from the annual reports of the Company for the years ended 31 December 2017 and 2018 that the auditors of the Company confirmed that the continuing connected transactions (i) had been approved by the Board; (ii) had been entered into in accordance with the terms of the relevant agreements governing the transactions; and (iii) the actual transaction amount did not exceed the respective annual caps for the two years ended 31 December 2018.

- 33 -

LETTER FROM CHANCETON CAPITAL

The independent non-executive Directors of the Company will conduct an annual review with respect to the Deposit Services throughout the preceding financial year and confirm on the transactional amounts and terms of the continuing connected transactions in the annual report of the Company pursuant to the requirements under the Listing Rules, and to ensure that they are entered into on normal commercial terms, are fair and reasonable, and are carried out pursuant to the terms of the relevant agreements governing the continuing connected transactions. We note from the annual reports of the Company for the years ended 31 December 2017 and 2018 that the independent non-executive Directors of the Company confirmed that the continuing connected transactions were (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms or better; and (iii) according to the agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole.

Pursuant to Rules 14A.55 to 14A.59 of the Listing Rules, the Deposit Services are subject to the following annual review requirements:

the independent non-executive Directors must review the Deposit Services every year and confirm in the annual report and accounts that the Deposit Services have been entered into:
1. in the ordinary and usual course of business of the Group;
2. on normal commercial terms or better; and
3. according to the agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;
the Company must engage its auditors to report on the Deposit Services every year. The Company's auditors must provide a letter to the Board (with a copy to be provided to the Stock Exchange at least ten business days before the bulk printing of the Company's annual report) confirming whether anything has come to their attention that causes them to believe that the Deposit Services:
1. have not been approved by the Board;
2. were not, in all material respects, in accordance with the pricing policies of the Group if the continuing connected transactions involve the provision of goods or services by the Group;
3. were not entered into, in all material respects, in accordance with the relevant agreements governing the Deposit Services; and
4. have exceeded the Proposed Deposit Cap;
the Company must allow, and ensure that the counterparties to the Deposit Services allow, the Company's auditors sufficient access to their records for the purpose of the reporting on the Deposit Services as set out in paragraph (b);
- 34 -

LETTER FROM CHANCETON CAPITAL

the Company must promptly notify the Stock Exchange and publish an announcement if the independent non-executive Directors and/or auditors of the Company cannot confirm the matters as required.

In light of the result of our review and the reporting requirements attached to the Deposit Services, in particular, (i) the Group and COFCO Finance have been compiling with the pricing mechanism on the deposit placed during the term of the 2016 Financial Services Agreement;

the restriction of the value of the Deposit Services by way of the Proposed Deposit Cap; and (iii) the ongoing review by the independent non-executive Directors and auditors of the Company of the terms and the Proposed Deposit Cap not being exceeded, we are of the view that appropriate internal control measures are in place to govern the conduct of the Deposit Services and to ensure the Proposed Deposit Cap will not be exceeded.

RECOMMENDATION

Having taken into account the above principal reasons and factors, we consider that the terms of the Deposit Services contemplated under the 2019 Financial Services Agreement (including the Proposed Deposit Cap thereunder) are fair and reasonable so far as the Independent Shareholders are concerned and that the Deposit Services contemplated under the 2019 Financial Services Agreement (including the Proposed Deposit Cap thereunder) are entered into in the ordinary and usual course of business of the Group, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to, and also recommend the Independent Shareholders to, vote in favour of the relevant resolution to approve the Deposit Services contemplated under the 2019 Financial Services Agreement (including the Proposed Deposit Cap thereunder).

Yours faithfully,

For and on behalf of

Chanceton Capital Partners Limited

Cheung Shun Lim Ignatius

Associate Director

Note:

Mr. Cheung Shun Lim Ignatius is a licensed person registered with the SFC and regarded as a responsible officer of Chanceton Capital Partners Limited to carry out type 6 (advising on corporate finance) regulated activities under the SFO and has over 8 years of experience in corporate finance industry.

- 35 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for the three years ended 31 December 2016, 2017 and 2018 and the unaudited condensed consolidated financial statements for the six months ended 30 June 2019 are disclosed in the following documents which have been published on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.cofco-pack.com), and can be accessed by the direct hyperlinks below:

annual report of the Company for the year ended 31 December 2016 published on
12 April 2017:
https://www1.hkexnews.hk/listedco/listconews/sehk/2017/0412/ltn20170412261.pdf
annual report of the Company for the year ended 31 December 2017 published on
19 April 2018:
https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0419/ltn20180419255.pdf
annual report of the Company for the year ended 31 December 2018 published on
26 April 2019:
https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0426/ltn201904261127.pdf
interim report of the Company for the six months ended 30 June 2019 published on
13 September 2019:
https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0913/ltn20190913184.pdf

2. INDEBTEDNESS

At the close of business on 30 October 2019, being the latest practicable date for the

purpose of this indebtedness statement prior to the printing of this circular, the Group had outstanding unsecured bank borrowings of approximately RMB4,339,424,000.

Save as aforesaid or otherwise mentioned herein, and apart from intra-group liabilities and normal trade payables in the ordinary course of business, the Group did not have any other outstanding borrowings, mortgages, charges, debentures, loan capital and overdraft, debt securities or other similar indebtedness, finance leases or hire purchase commitment, liabilities under acceptances or acceptance credits or any guarantees or other material contingent liabilities at the close of business on 30 October 2019, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

3. WORKING CAPITAL

The Directors, after due and careful enquiry, are of the opinion that after taking into account the internal financial resources of the Group and the available credit facilities, the Group will have sufficient working capital for at least the next 12 months from the date of this circular, in the absence of unforeseeable circumstances.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading positions of the Group since 31 December 2018, the date to which the latest published audited consolidated financial statements of the Group were made up.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Since the beginning of 2019, given the rise of trade protectionism, the global economy grew at a slower pace under considerable downward pressure and rising external uncertainties. Faced with the complex international and domestic situations, China adhered to the work keynote of seeking progress while maintaining stability, the high-quality development concepts and focused on supply-side reform to deepen reform and opening up. As a result, the economy continued to make progress amidst overall stability, with the economic structure further optimised. Recently, as trade frictions between China and U.S. slow down, market sentiment and confidence are expected to gradually improve.

Facing the complicated external environment, the Group actively improved operational efficiency, with an aim to promote the long-term and steady development of the Company. At the same time, the Group will also continue to focus on customers' needs, emphasise on technological research and development, promote quality and efficiency, provide high-quality products and services, and wholeheartedly meet customers' needs.

The Group is principally engaged in the manufacturing and sale of packaging products used for consumer goods such as food, beverages and household chemical products, extensively covering the packaging markets of tea beverages, carbonated beverages, fruit and vegetable beverages, beer, dairy products and household chemical products and other consumer goods. The products of the Group mainly include tinplate packaging products, aluminum packaging products and plastic packaging products.

Aluminum packaging business

The Group uses aluminum as the primary raw material for its aluminum packaging products which mainly include two-piece cans and one-piece bottles. As a kind of environmentally friendly green packaging, aluminum packaging products have a high degree of automated production and can be fully recycled, thus enjoying increased market popularity. In the first half of 2019, the sales revenue of aluminum packaging was approximately RMB1,721 million and accounting for approximately 46.8% of the total sales.

- 37 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Since the beginning of 2019, new production capacity of two-piece cans in China was largely in line with withdrawn production capacity, the overcapacity has been reversed. The PRC packaging companies grew rapidly. By integrating some PRC capacities of international packaging groups, the industry landscape improved gradually, and the overall profitability began to improve. The Group kept abreast of market changes, continued to improve production capacity utilisation, optimized regional layouts, enriched product mix and promoted overseas capacity expansion.

Hence, the Group closely followed the changes in customer demand in regional markets and steadily pushed forward the production capacity expansion at home and abroad. Fujian Canmaking's second production line project commenced installation of production line in June and currently promote connection debugging and customer certification work. As the Group's first overseas project, the Belgium two-piece can project goes smoothly and commenced installation in early September. At present, the main equipment is basically in place, and it is expected to be connected to trial production during the year.

(ii) Tinplate packaging business

The Group uses tinplate as the primary raw material for its tinplate packaging products which include milk powder cans, aerosol cans, metal caps, steel barrels, three-piece beverage cans, round and square shaped cans, printed and coated tinplate and other metal packaging. The Group is in a leading position in a number of market segments, and in particular, our market share in milk powder cans and twist caps ranked first in China. In the first half of 2019, the sales revenue was approximately RMB1,692 million and accounting for approximately 46.0% of the total sales.

As a traditional product field in which the Group gains advantages, the tinplate packaging business has many production lines with a full range of products and high market share, offering us remarkable competitive advantages. While consolidating its market position, the Group will continue to look for expansion opportunities in the sub-segmented markets of products such as milk powder cans, aerosol cans, twist caps and steel barrels, continuously maintaining its leading edge. Since the beginning of 2019, the price of tinplate maintained an overall stable level. The Group proactively adjusted the product structure and steadily engaged in price negotiation, resulting in an increase in average price of most products.

Taking milk powder cans as an example, since the implementation of the formula milk powder registration system for a year and a half, the brand concentration of domestic milk power enterprises has continued to improve. The market was generally stable with episodic growth. The Group kept track of the needs of major customers, selectively offered differentiated products and services, steadily promoted the production capacity utilisation of the plant-within-plant mode, strengthened cooperation, and actively expanded new regional markets, thus winning brand customers' appreciation and attaining faster growth in sales revenue.

- 38 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

(iii) Plastic packaging business

The Group's plastic packaging products are mainly used for the packaging of personal care, household chemical and food and beverage products. In the first half of 2019, the sales revenue from plastic packaging business was approximately RMB267 million and accounting for approximately 7.2% of the total revenue. Since the beginning of 2019, the price of the main raw material plastic particles was lower than that in the same period last year. In an ongoing effort to optimise customer structure and product mix and improve profitability, the Group continued to carry out multi-level and all-round cooperation with key customers, steadily promoted the development of new products and new customers, expanded product categories and market presence, adjusted the distribution of production lines in a targeted manner, and improved the utilisation of production capacity of plant-within-plant business.

- 39 -

APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Directors' and chief executives' interests and short positions in securities of the Company and its associated corporations

As at the Latest Practicable Date, interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) of the Directors and chief executives of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the "Model Code") are as follows:

Interests in underlying shares of the Company:

		Number of	Approximate
Name of Directors/	Capacity/Nature of	underlying shares	percentage of
Chief Executive	Interests	held in long position	Interests
				(Note 1)
Zhang Xin	Beneficial owner	14,560,000	(Note 2)	1.25%
Zhang Ye	Beneficial owner	9,366,000	(Note 3)	0.81%

Notes:

The percentages are calculated based on the total number of shares of the Company in issue as at the Latest Practicable Date, i.e. 1,160,949,000 Shares.
Zhang Xin is interested in 14,560,000 Shares in the Company comprising (i) 12,500,000 Shares being the shares subscribed by him from the Company pursuant to the Subscription Agreement dated 22 May 2016, which are held by Majestic Merge Limited on behalf of him; and (ii) 2,060,000 Shares which is held by himself.
Zhang Ye is interested in 9,366,000 Shares comprising (i) 8,500,000 Shares being the shares subscribed by him from the Company pursuant to the Subscription Agreement dated 22 May 2016, which are held by Majestic Merge Limited on behalf of him; and (ii) 866,000 Shares which is held by himself.

- 40 -

APPENDIX II

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor chief executives of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Persons who have interests or short positions which are discloseable under Divisions 2 and 3 of Part XV of the SFO

As at the Latest Practicable Date, as far as is known to the Directors, the following persons (not being a Director or chief executive of the Company) had interests or short positions in the Shares or underlying Shares of the Company which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

					Approximate
					percentage of
					aggregate
				Number of	interests in
				ordinary	issued share
Substantial shareholders			Capacity/Nature of	shares of the	capital of the
and other persons	Notes	Interests	Company held	Company
China Foods (Holdings)		(1)	Registered owner	330,658,800	28.48%
Limited ("China Foods
(Holdings)")
COFCO (Hong Kong) Limited	(1)	& (2)	Interest of controlled corporations	330,658,800	28.48%
("COFCO (HK)")
COFCO	(1)	& (4)	Interest of controlled corporations	330,658,800	28.48%
ORG Technology Co. Ltd.	(1)	& (3)	Interest of controlled corporations	271,667,200	23.40%
("ORG Technology")
Shanghai Yuanlong Investment	(1)	& (3)	Interest of controlled corporations	271,667,200	23.40%
Holdings (Group) Company
Limited ("Shanghai
Yuanlong")
Mr. Zhou Yunjie	(1)	& (3)	Interest of controlled corporations	271,667,200	23.40%
Wing Lung Bank (Trustee)	(1)	& (5)	Trustee of a trust	88,500,000	7.62%
Limited
Antopex Limited	(1)	& (5)	Nominee for another person	88,500,000	7.62%
Chuang Neng Enterprises	(1)	& (5)	Interest of controlled corporations	88,500,000	7.62%
Limited
Majestic Merge Limited	(1)	& (5)	Registered owner	88,500,000	7.62%
Yuanhao Greater China Fund		(1)	Beneficial owner	60,000,000	5.17%

- 41 -

APPENDIX II

GENERAL INFORMATION

Notes:

Long position in the Shares.
China Foods (Holdings) is a wholly-owned subsidiary of COFCO (HK). COFCO (HK) is therefore deemed to be interested in the 330,658,800 Shares held by China Foods (Holdings).
ORG Development Limited and Hubei ORG Tinplate Printing & Can Making Co., Ltd. ("Hubei ORG") hold 269,341,200 Shares and 2,326,000 Shares respectively. ORG Development Limited is wholly- owned by ORG Packaging International Holdings Limited. ORG Packaging International Holdings Limited and Hubei ORG are wholly-owned by ORG Technology. ORG Technology is owned as to approximately 44.46% by Shanghai Yuanlong and approximately 0.74% by 北京二十一兄弟商貿有限公司 which in turn are owned as to approximately 78.00% and 80.00% respectively by Mr. Zhou Yunjie. Therefore, Mr. Zhou Yunjie, Shanghai Yuanlong and ORG Technology are deemed to be interested in all the Shares held by ORG Development Limited and Hubei ORG.
COFCO (HK) and China Foods (Holdings) are wholly-owned subsidiaries of COFCO. COFCO is therefore deemed to be interested in the shares held by COFCO (HK) and China Foods (Holdings).
The entire share capital of Majestic Merge Limited is held by Chuang Neng Enterprises Limited, and the entire share capital of Chuang Neng Enterprises Limited is held by Antopex Limited, a nominee which is wholly-owned by Wing Lung Bank (Trustee) Limited.
The percentages are calculated based on the total number of shares of the Company in issue as at the Latest Practicable Date, i.e., 1,160,949,000 Shares.

Save as disclosed above, no other interests required to be recorded in the register kept under section 336 of the SFO have been notified to the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Zhang Xin is the senior industry executive of COFCO group. Save as disclosed above, none of the Directors was a director or an employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. INTERESTS OF DIRECTORS IN COMPETING BUSINESS, CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP AND THE GROUP'S ASSETS

Interest of the Directors in a competing business required to be disclosed pursuant to Rule

8.10 of the Listing Rules is as follows:

		Nature of
Name of	Name of	competing	Nature of	Appointment
Director	Company	business	interest	date
Mr. Zhou	ORG	Manufacture of	As a vice	November 2010
Yuan	Technology	packaging	chairman
	(Note)	products	As a director	October 2010
Mr. Shen Tao	ORG	Manufacture of	As a general	February 2014
	Technology	packaging	manager
	(Note)	products	As a director	October 2010

- 42 -

APPENDIX II

GENERAL INFORMATION

Note: ORG Technology is a listed company on Shenzhen Stock Exchange (Stock Code: 002701) and a substantial shareholder of the Company, holding approximately 23.40% of the Shares. ORG Technology is principally engaged in the comprehensive packaging services including packaging design, packaging production, filling and brand design and promotion. For further details of ORG Technology in respect of its business and financial position, please refer to its annual report dated 30 April 2019, which is available at http://www.szse.cn/disclosure/listed/bulletinDetail/index.html?b499c170-2c6e-40c4-a26f-db31e9452823.

Although Mr. Zhou Yuan is the vice chairman and a director of ORG Technology, and Mr. Shen Tao is the general manager and a director of ORG Technology, both of them have confirmed that they are mindful of their duty to avoid conflict of interest. In cases where conflict of interest situation arises, Mr. Zhou Yuan and Mr. Shen Tao will refrain from taking part in the decision-making process and will abstain from voting on the relevant resolution in board meeting. On this basis and given that ORG Technology has its own management personnel other than Mr. Zhou Yuan and Mr. Shen Tao, the Directors believe that the Company is capable of carrying out its business independently of, and at arm's length from ORG Technology.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or their respective close associates are or were interested in any business, apart from the Group's business, that competes or competed or is or was likely to compete, either directly or indirectly, with the Group's business.

Save for the acquisition of 14.1% equity interest in Harvest Epoch Packaging (Zhejiang) Co., Ltd. (浙江紀鴻包裝有限公司) by CPMC Investment Co., Ltd. (a wholly-owned subsidiary of the Company) from Duilong Honghui New Material Technology Co., Ltd. (堆龍鴻暉新材料技術有限公司), a subsidiary of ORG Technology pursuant to an equity transfer agreement dated 14 March 2019 (details of which are set out in the Company's announcement dated 14 March 2019), as at the Latest Practicable date, none of the Directors had any interest, direct or indirect, in any assets which have been, since 31 December 2018 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group subsisting at the date of this circular and which is significant in relation to the businesses of the Group.

4. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, there was no existing or proposed service contract, excluding contract expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation) between any of the Directors and any member of the Group.

- 43 -

APPENDIX II

GENERAL INFORMATION

5. LITIGATION

As disclosed in the announcements of the Company dated 6 July 2018, 9 July 2018 and

24 June 2019, CPMC Investment Co., Ltd. ("CPMC Investment"), an indirectly wholly- owned subsidiary of the Company entered into the capital increase agreement (the "Capital Increase Agreement") with Wong Lo Kat Limited ("Wong Lo Kat"), Wisdom Kingdom Limited ("Wisdom Kingdom") and Qingyuan JDB Herbal Plant Technology Co., Ltd. (清遠加多寶草本植物科技有限公司) ("Qingyuan JDB Herbal") on 30 October 2017 (details of which are set out in the Company's announcement dated 30 October 2017 and the circular dated 30 November 2017).

Nonetheless, since Wong Lo Kat has not performed its undertaking to inject the JDB Trademarks to Qingyuan JDB Herbal as its asset capital contribution pursuant to the Capital Increase Agreement, CPMC Investment has filed an arbitration application to Hong Kong International Arbitration Centre ("HKIAC") against Wong Lo Kat, Wisdom Kingdom and Qingyuan JDB Herbal with regard to the aforesaid matter on 6 July 2018. On 31 October 2019, HKIAC issued the partial arbitral awards in relation to the arbitration applications, pursuant to which, among others, (i) Wong Lo Kat shall inject the JDB Trademarks into Qingyuan JDB Herbal and complete all relevant trademark injection procedures pursuant to the Capital Increase Agreement, and Qingyuan JDB Herbal shall cooperate in the relevant trademark injection procedures; and (ii) Wong Lo Kat shall indemnify CPMC Investment with the amount equivalent to the income entitled to CPMC Investment under the Capital Increase Agreement calculated in accordance with the actual time and amount of the contribution made by CPMC Investment together with the interest accrued thereon. For details of the partial arbitral awards, please refer to the announcement of the Company dated 15 November 2019.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any litigation or claim of material importance pending or threatened against any member of the Group.

6. EXPERT'S QUALIFICATION AND CONSENT

The following is the qualification of the Independent Financial Adviser who has given its advice for inclusion in this circular:

Name	Qualification
Chanceton Capital Partners	a licensed corporation under the SFO, licensed to
Limited	carry out Type 6 (advising on corporate finance)
	regulated activities

The Independent Financial Adviser has given and has not withdrawn its written consent to the issue of this circular with inclusion of its letter and reference to its name in the form and context in which they appear respectively.

As at the Latest Practicable Date, the Independent Financial Adviser had no shareholding in the Company or any other member of the Group or right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in the Company or any other member of the Group.

- 44 -

APPENDIX II

GENERAL INFORMATION

As at the Latest Practicable Date, the Independent Financial Adviser had no direct or indirect interests in any assets which had been acquired or disposed of by or leased to any member of the Group since 31 December 2018 (the date to which the latest published audited consolidated financial statements of the Company were made up) or proposed to be so acquired, disposed of or leased to.

The letter and recommendations from the Independent Financial Adviser are set out in pages 20 to 35 in this circular and are given for incorporation in this circular.

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by the members of the Group within the two years immediately preceding the issue of this circular, which were or might be material:

The 2019 Financial Services Agreement;
The equity transfer agreement dated 14 May 2019 entered into among COFCO-MC (Hong Kong) Limited (an indirect wholly-owned subsidiary of the Company) as purchaser and Crown Asia Pacific Holdings Pte. Ltd as vendor relating to the acquisition of 23% of equity interest in Wuxi Huapeng Closures Co., Ltd. (無錫華鵬瓶蓋有限公司) at the consideration of RMB53,398,700;
the equity transfer agreement dated 14 March 2019 entered into among CPMC Investment as purchaser and Duilong Honghui New Material Technology Co., Ltd. (堆龍鴻暉新材料技術有限公司) ("Duilong Honghui") as vendor in relation to the acquisition of 14.1% equity interest in Harvest Epoch Packaging (Zhejiang) Co., Ltd. (浙江紀鴻包裝有限公司) ("Harvest Epoch") at the consideration of RMB78,500,000;
the framework agreement dated 12 December 2018 entered into between CPMC Investment and Jiaxing Haoneng Technology Holdings Co., Ltd. (嘉興市豪能科技股份有限公司) in relation to the formation of a joint venture company with a total investment amount of RMB400 million in Belgium whereby CPMC Investment shall contribute 51% of the said total investment amount; and
the equity adjustment agreement dated 30 November 2018 entered into among CPMC Investment, Harvest Epoch International Limited and Duilong Honghui relating to the injection of US$13,050,000 and US$6,950,000 in the capital of Harvest Epoch by CPMC Investment and Harvest Epoch International Limited, respectively.

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APPENDIX II

GENERAL INFORMATION

GENERAL
1. The Company's registered office is at 33rd Floor, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong.
2. The secretary of the Company is Mr. Yim Ming Chung. He is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants.
3. The Company's share registrar is Computershare Hong Kong Investor Services Limited, whose business address is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
4. The English texts of this circular and the accompanying proxy form shall prevail over the Chinese texts.
DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company's registered office at 33rd Floor, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong from the date of this circular up to and including the date of the EGM:

the Articles;
the 2019 Financial Services Agreement;
the letter from the Board, the text of which is set out is pages 5 to 18 of this circular;
the letter from the Independent Board Committee, the text of which is set out in page 19 of this circular;
the letter from the Independent Financial Adviser, the text of which is set out in pages 20 to 35 of this circular;
the Material Contracts;
the letter of consent from the Independent Financial Adviser referred to in the above paragraph headed "Expert's Qualification and Consent" in this Appendix; and
this circular.

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APPENDIX III DETAILS OF RETIRING DIRECTOR SUBJECT TO RE-ELECTION

The following are the particulars of Mr. Chen Jihua ("Mr. Chen"), the independent non-executive Director proposed to be re-elected at the EGM:

Mr. Chen Jihua, aged 51, is appointed as an independent non-executive Director on 2 July 2019. Mr. Chen had served as the financial director of Red Bull Vitamin Beverages Company Limited (紅牛維他命飲料有限公司) from October 1995 to January 1998, the financial director of Saudi Arabia ALJ (China) Limited (沙特阿拉伯ALJ(中國)有限公司) from September 1998 to June 1999; the vice president and financial director of Jitong Network Communications Holdings Company Limited (吉通網絡通訊股份有限公司) from July 1999 to April 2001; the executive director, vice president and financial director of Aluminum Corporation of China Limited (中國鋁業股份有限公司), a company listed on the Stock Exchange, the Shanghai Stock Exchange and the New York Stock Exchange, from April 2001 to October 2010; the director of ABC-CA Fund Management Co., Ltd. (農銀匯理基金管理有限公司) from March 2008 to October 2010; the president of Aluminum Corporation of China Overseas Holdings Limited (中鋁海外控股有限公司) from May 2009 to October 2010 and the vice president of China Pacific Insurance (Group) Co., Ltd. (中國太平洋保險(集團)股份有限公司), a company listed on the Stock Exchange and Shanghai Stock Exchange, from January 2011 to October 2011.

Mr. Chen has also served as the chairman of Beijing Houji Capital Management Co., Ltd (北京厚基資本管理有限公司) since October 2011; the independent director of Shenzhen Chuangjin Hexin Fund Management Co., Ltd (深圳創金合信基金管理公司) since July 2014; the independent director of China Railway Hi-tech Industry Corporation Limited (中鐵高新工業股份有限公司), a company listed on Shanghai Stock Exchange, since January 2017 and the independent director of Huang Shan NOVEL Company Limited (黃山永新股份有限公司), a company listed on the Shenzhen Stock Exchange, since June 2017.

Mr. Chen received a master degree in accounting from Central University of Finance and Economic (中央財政金融學院) in March 1994. He is also a registered senior accountant in the PRC.

Save as disclosed above, Mr. Chen did not hold any other directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not hold any other positions with the Company or any of its subsidiaries as at the Latest Practicable Date.

Save as disclosed above, Mr. Chen does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Rules Governing the Listing of Securities on the Stock Exchange) of the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Chen was not interested nor deemed to be interested in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

- 47 -

APPENDIX III DETAILS OF RETIRING DIRECTOR SUBJECT TO RE-ELECTION

A letter of appointment was entered into between Mr. Chen and the Company pursuant to which he was appointed for a term of three years as an independent non-executive Director. Mr. Chen will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the requirements of the Articles. Currently, Mr. Chen will be entitled to a Director's fee of HK$350,000 per annum for acting as an independent non-executive Director, which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Save as disclosed above, there are no other matters that need to be brought to the attention of the shareholders of the Company regarding the re-election of Mr. Chen nor is there any other information which is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules.

- 48 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

CPMC HOLDINGS LIMITED

中糧包裝控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 906)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of CPMC Holdings Limited (the "Company") will be held at 11:00 a.m. on Monday, 23 December 2019 at 35/F, Great China International Exchange Square, No. 1 Fuhua 1st Road, Shenzhen, Guangdong, China for the purpose of considering and, if thought fit, passing the following resolutions:

AS ORDINARY RESOLUTIONS

"THAT

(i) the conditional deposit services to be provided by COFCO Finance Company Limited ("COFCO Finance") pursuant to the financial services agreement dated 7 November 2019 between COFCO Finance, CPMC Investment Co., Ltd. and the Company (the "2019 Financial Services Agreement"), a copy of which has been produced to the EGM marked "A" and initialled by the chairman of the EGM for identification purposes, and the relevant deposit cap on a daily basis in the amount equivalent of RMB900,000,000 set out in the Company's circular dated 27 November 2019 be and are hereby confirmed, ratified and approved; and
1. any one or more of the directors of the Company be and is hereby authorised to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the 2019 Financial Services Agreement and the transactions contemplated thereunder.
Mr. Chen Jihua be re-elected as an independent non-executive director of the Company and the board of directors of the Company be authorised to fix his remuneration."

By order of the Board

CPMC Holdings Limited

Zhang Xin

Chairman and Executive Director

Hong Kong, 27 November 2019

- 49 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

The register of members of the Company will be closed from Wednesday, 18 December 2019 to Monday, 23 December 2019, both days inclusive, during which no transfers of shares will be registered. In order to qualify for attendance and voting at the EGM, all transfer documents should be lodged for registration with the Company's share registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong 4:30 p.m. on Tuesday, 17 December 2019.
The resolution set out in this Notice of EGM will be voted on by poll.
Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote for him. A proxy need not be a member of the Company.
A form of proxy for use at the EGM is enclosed. To be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney or authority, must be deposited at the Company's share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time scheduled for holding the EGM or any adjournment of it.
Where there are joint holders of any share, any one of such holders may vote at the EGM, either in person or by proxy, in respect of such shares as if he were solely entitled to vote, but if more than one of such joint holders are present at the EGM in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it.
Completion and return of the form of proxy will not preclude a member from attending the EGM and voting in person at the EGM or any adjourned meeting if he so desires. If a member attends the EGM after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.

- 50 -

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CPMC Holdings Ltd. published this content on 26 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2019 08:47:02 UTC

Market Closed - Hong Kong S.E. Other stock markets 04:08:07 2024-06-05 EDT			5-day change	1st Jan Change
6.8 ^HKD	-0.44%		0.00%	+1.04%

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CPMC HOLDINGS LIMITED	+1.04%	973M
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ORG TECHNOLOGY CO.,LTD.	+7.97%	1.6B
CIMC SAFEWAY TECHNOLOGIES CO., LTD.	-18.29%	1.45B
ZHEJIANG CAYI VACUUM CONTAINER CO., LTD.	+73.03%	1.21B
SHANGHAI BAOSTEEL PACKAGING CO., LTD.	-1.36%	820M
TON YI INDUSTRIAL CORP.	-8.67%	722M
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CPMC Holdings Limited

Equities

906

HK0000057171

Non-Paper Containers & Packaging

(I) Continuing Connected Transactions and Major Transaction: Financial Services Agreement with COFCO Finance; and (II) Re-election of Director

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