China Mengniu Dairy : Announcements and Notices - EXTRAORDINARY GENERAL MEETING HELD ON OCTOBER 12, 2021 - POLL RESULTS

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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained in this announcement do not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended (the ''Securities Act''), or pursuant to an applicable exemption from such registration requirement. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to in this announcement have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. No money, securities or other consideration is being solicited by this announcement or the information contained in this announcement and, if sent in response to this announcement or the information contained in this announcement, will not be accepted.

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)

EXTRAORDINARY GENERAL MEETING HELD ON

OCTOBER 12, 2021 - POLL RESULTS

At the extraordinary general meeting (the ''EGM'') of China Mengniu Dairy Company Limited (the ''Company'') held on October 12, 2021, the ordinary resolution as set out in the notice of extraordinary general meeting dated September 24, 2021 (the ''Notice of EGM'') and the circular of the Company dated September 24, 2021 (the ''Circular'') was voted on by poll. The Company's share registrar in Hong Kong, Computershare Hong

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Kong Investor Services Limited, acted as scrutineer for the vote-taking at the EGM. Unless otherwise stipulated herein, terms used in this announcement shall have the same meanings given to them in the Notice of EGM and the Circular.

As at the date of the EGM, the number of issued share capital of the Company was 3,953,052,066 Shares. 317 Selected Participants and their associates, which held an aggregate of 5,683,453 Shares, representing approximately 0.14% of the entire issued share capital of the Company as at the date of the EGM, were required to abstain and did abstain from voting on the ordinary resolution proposed at the EGM. Accordingly, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the ordinary resolution proposed at the EGM was 3,947,368,613 Shares. Save as disclosed above, there was no other restriction on any shareholders casting votes on the ordinary resolution proposed at the EGM.

The poll result in respect of the ordinary resolution proposed at the EGM was as follows:

		No. of Votes
	ORDINARY RESOLUTION(S)		(%)
		FOR		AGAINST
THAT:	3,156,497,270		64,037,595
(a)	the proposed Relevant Scheme (including but	(98.01%)		(1.99%)
	not limited to the issuance and subscription of
	the Convertible Bonds, the Loan Guarantee
	and the Security Deed) be and is hereby
	approved, confirmed and ratified;
(b)	the Placing Agreement dated January 24, 2021
	entered into between the Company and the
	Placing Agent in relation to the placing of the
	Convertible Bonds in the aggregate principal
	amount of up to HK$ equivalent of
	RMB4,000,000,000, a copy of the Placing
	Agreement having been produced to the EGM
	marked ''B'' and signed by the chairman of the
	EGM for identification purpose, and the
	transactions contemplated thereunder be and
	are hereby approved, confirmed and ratified;

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No. of Votes

ORDINARY RESOLUTION(S)	(%)
	FOR	AGAINST

1. the terms and conditions of the Convertible Bonds to be executed by the Company in relation to the issue by the Company of the Convertible Bonds under the Specific Mandate (a copy of which has been produced to the EGM marked ''C'' and signed by the chairman of the EGM for identification purpose), subject to completion, which are convertible at an Initial Conversion Price of HK$34.73 per Share (subject to adjustments) be and is hereby approved;
2. the grant of the Specific Mandate to the Directors to issue the Convertible Bond subject to completion of the Placing and to issue and allot the Conversion Shares to the Notes Issuer be and is hereby approved, confirmed and ratified. The Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the Shareholders prior to the passing of this resolution;
3. any other documents entered into and/or to be entered into in connection with the Relevant Scheme and the Convertible Bonds, including

but not limited to (i) the Facility Agreement, (ii) the Security Deed, (iii) the Loan Guarantee,

1. the Trust Deed and (v) the Agency Agreement, a copy of which having been produced to the EGM marked ''D'', ''E'', ''F'', ''G'' and ''H'', respectively, and signed by the chairman of the EGM for identification purpose, and the Transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

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		No. of Votes
ORDINARY RESOLUTION(S)	(%)
	FOR	AGAINST

1. each of the Directors and the Company Secretary be and is hereby authorised to do all such acts and things and sign, ratify or execute (with or without affixation of seal) all such documents and take all such steps as such Director and/or the Company Secretary in his/ her discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Transactions; and
2. any and all actions heretofore taken by any Director, officer, the Company Secretary and/ or share registrars of the Company, in connection with the foregoing resolutions, be and are hereby ratified, confirmed and approved in all respects.

As the required majority of votes were cast in favour of the above resolution, this resolution was duly passed as an ordinary resolution. Therefore, the condition for the Transactions to be approved by the Shareholders at the EGM (being condition (a) to the Relevant Scheme becoming effective as referred to in the section headed ''The Relevant Scheme'' in the Circular) has been satisfied.

By order of the Board

China Mengniu Dairy Company Limited

Kwok Wai Cheong, Chris

Company Secretary

Hong Kong, October 12, 2021

As at the date of this announcement, the Board comprises: Mr. Jeffrey, Minfang Lu and Mr. Meng Fanjie as executive directors; Mr. Chen Lang, Mr. Niu Gensheng and Mr. Simon Dominic Stevens as non-executive directors; and 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

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