China Mengniu Dairy : Announcements and Notices - Change of Directors and Chairman of the Audit Committee

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CHINA MENGNIU DAIRY COMPANY LIMITED

中國蒙牛乳業有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2319) CHANGE OF DIRECTORS AND CHAIRMAN OF THE AUDIT COMMITTEE CHANGE OF DIRECTORS AND CHAIRMAN OF THE AUDIT COMMITTEE

The Board hereby announces that with effect from 1 October 2016:

1. Mr. WU Kwok Keung Andrew has resigned from his role as an independent non- executive director of the Company and chairman of the Audit Committee; and

2. Mr. YAU Ka Chi has been appointed as an independent non-executive director of the Company and chairman of the Audit Committee.

RESIGNATION OF DIRECTOR AND CHAIRMAN OF THE AUDIT COMMITTEE

The board of directors (the "Board") of China Mengniu Dairy Company Limited (the "Company") hereby announces that Mr. WU Kwok Keung Andrew ("Mr. Wu") has resigned from his role as an independent non-executive director of the Company and chairman of the Audit Committee of the Company (the "Audit Committee") with effect from 1 October 2016. Mr. Wu has tendered his resignation due to his commitment to other personal development.

Mr. Wu has confirmed that he has no disagreement with the Board and there is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The Board would like to express its sincere gratitude to Mr. Wu for his valuable contribution to the Company during his tenure of office as an independent non-executive director of the Company and chairman of the Audit Committee.

APPOINTMENT OF DIRECTOR AND CHAIRMAN OF THE AUDIT COMMITTEE

The Board is pleased to announce that Mr. YAU Ka Chi ("Mr. Yau") has been appointed as an independent non-executive director of the Company and chairman of the Audit Committee with effect from 1 October 2016. The biographical details of Mr. Yau are set out below.

Mr. YAU Ka Chi

Mr. Yau, aged 58, is an independent non-executive director of Yihai International Holding Ltd., a company listed in Hong Kong. Mr. Yau graduated with a professional diploma in company secretaryship and administration from the Hong Kong Polytechnic (now known as Hong Kong Polytechnic University) in November 1983, and joined one of the predecessor firms of Ernst & Young after graduation. Mr. Yau had worked for Ernst & Young for over 30 years in its Hong Kong, Toronto and Beijing offices with primary focus in accounting and audit, initial public offering, and corporate restructuring before retiring in September 2015. During his professional career with Ernst & Young, Mr. Yau was appointed as the Professional Practice Director of Greater China from July 2007 to June 2009, the Assurance Leader for China North Region from July 2010 to June 2014 as well as the Oil & Gas Industry Leader of Greater China and the Assurance Leader of the Energy & Resources Markets Segment of Greater China from May 2012 to June 2015, and from July 2013 to June 2015, respectively.

Mr. Yau has been a member of Illinois Certified Public Accountants Society since September 1989, a member of American Institute of Certified Public Accountants since January 1991 and an associate member of Hong Kong Institute of Certified Public Accountants since November 1992. Mr. Yau has also been a licensed certified public accountant issued by the Illinois Department of Financial and Professional Regulation since June 2009.

Mr. Yau will enter into a letter of appointment with the Company for a term of three years commencing from date of his appointment. His directorship is subject to retirement by rotation and re-election in accordance with the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") and the Company's articles of association. Mr. Yau is entitled to remuneration to be determined with reference to his duties and responsibilities in the Group, the prevailing market rate and the remuneration policy of the Company and to be reviewed by the Remuneration Committee.

Save as disclosed above, at the date of this announcement, Mr. Yau does not have any relationship with any director, senior management, substantial or controlling shareholders of the Company or hold any other directorships in any listed companies in the last three years. Save as disclosed in this announcement, Mr. Yau does not hold any other positions in the Company or any of its subsidiaries. As at the date of this announcement, Mr. Yau has no interest in shares of the Company within the meaning of Party XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is no other information in respect of the appointment of Mr. Yau that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the shareholders of the Company in connection with his appointment.

The Board would like to take this opportunity to welcome Mr. Yau for joining the Board.

By Order of the Board

China Mengniu Dairy Company Limited Kwok Wai Cheong, Chris

Company Secretary

Hong Kong, 1 October 2016

As at the date of this announcement, the Board comprises: Mr. Jeffrey, Minfang Lu, Mr. Bai Ying and Ms. Wu Wenting as executive directors, Mr. Ma Jianping, Mr. Niu Gensheng, Mr. Tim Ø rting Jørgensen and Mr. Filip Kegels as non-executive directors, Mr. Jiao Shuge (alias Jiao Zhen), Mr. Julian Juul Wolhardt, Mr. Zhang Xiaoya and Mr. Yau Ka Chi as independent non-executive directors.

* For identification purpose only