China Mengniu Dairy : Announcements and Notices - Joint Announcement Unconditional Mandatory Cash Offers on Behalf of China Mengniu Dairy Company Limited for China Modern Dairy Holdings Ltd. (1) Close of the Offers and (2) Results of the Offers

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Mengniu Dairy Company Limited or China Modern Dairy Holdings Ltd. nor is it a solicitation of any acceptance, vote or approval in any jurisdiction.

China Mengniu Dairy Company Limited

中國蒙牛乳業有限公司*

China Modern Dairy Holdings Ltd.

中國現代牧業控股有限公司*

(Incorporated in the Cayman Islands with limited liability) (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2319) (Stock Code: 1117) JOINT ANNOUNCEMENT UNCONDITIONAL MANDATORY CASH OFFERS BY UBS AG AND DBS ASIA CAPITAL LIMITED FOR AND ON BEHALF OF CHINA MENGNIU DAIRY COMPANY LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN CHINA MODERN DAIRY HOLDINGS LTD. (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY CHINA MENGNIU DAIRY COMPANY LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND FOR CANCELLATION OF ALL OUTSTANDING OPTIONS IN CHINA MODERN DAIRY HOLDINGS LTD.

1. CLOSE OF THE OFFERS AND
2. RESULTS OF THE OFFERS

Financial adviser to China Mengniu Dairy Company Limited Joint financial adviser to China Mengniu Dairy Company Limited

* For identification purpose only

CLOSE OF THE OFFERS

As disclosed in the First Closing Announcement, the Offers were declared unconditional in all respects on 7 March 2017. Mengniu hereby announces that the Offers closed at 4:00

p.m. on 21 March 2017, which is the final closing date of the Offers (the "Final Closing Date"), and were not revised or extended.

RESULTS OF THE OFFERS

As at 4:00 p.m. on the Final Closing Date, valid acceptances of the Share Offer have been received in respect of 1,442,400,662 CMD Shares (representing approximately 23.5% of the issued share capital of CMD as at the date of this joint announcement), and valid acceptances of the Option Offer have been received in respect of 264,320,873 CMD Options (representing approximately 83.8% of the total number of outstanding CMD Options as at the date of this joint announcement). As at 4:00 p.m. on the Final Closing Date, taking into account the valid acceptances in respect of 1,442,400,662 CMD Shares under the Share Offer during the Offer Period, Mengniu and its Concert Parties would hold an aggregate of 3,755,769,412 CMD Shares (representing approximately 61.3% of the issued share capital of CMD as at the date of this joint announcement).

PUBLIC FLOAT

Immediately following the close of the Offers, subject to the due registration by the Registrar of the transfer of the Offer Shares (in respect of which valid acceptances were received), 2,149,255,561 CMD Shares, representing approximately 35.1% of the entire issued share capital of CMD as at the date of this joint announcement, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, CMD continues to satisfy the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules.

1. INTRODUCTION

   References are made to (i) the Joint Announcement issued by Mengniu and CMD dated 4 January 2017, (ii) the joint announcement issued by Mengniu and CMD dated 7 February 2017 in relation to SPA Completion, (iii) the Composite Document jointly issued by Mengniu and CMD dated 14 February 2017 and (iv) the joint announcement issued by Mengniu and CMD dated 7 March 2017 (the "First Closing Announcement"). Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Composite Document.

   All time references contained in this joint announcement are to Hong Kong times.

2. CLOSE OF THE OFFERS AND RESULTS OF THE OFFERS

   As disclosed in the First Closing Announcement, the Offers were declared unconditional in all respects on 7 March 2017. Mengniu hereby announces that the Offers closed at 4:00 p.m. on 21 March 2017 (being the Final Closing Date), and were not revised or extended.

   As at 4:00 p.m. on the Final Closing Date, valid acceptances of the Share Offer have been received in respect of 1,442,400,662 CMD Shares (representing approximately 23.5% of the issued share capital of CMD as at the date of this joint announcement). As at 4:00 p.m. on the Final Closing Date, taking into account the valid acceptances in respect of 1,442,400,662 CMD Shares under the Share Offer during the Offer Period, Mengniu and its Concert Parties would hold an aggregate of 3,755,769,412 CMD Shares (representing approximately 61.3% of the issued share capital of CMD as at the date of this joint announcement).

   Immediately prior to the commencement of the Offer Period on 4 January 2017, Mengniu and its Concert Parties (excluding exempt principal traders) held, controlled or directed or had rights over 1,347,903,000 CMD Shares, which represents approximately 25.4% of the then issued share capital of CMD. Save for the acquisition of an aggregate of 965,465,750 CMD Shares from Success Dairy II immediately following the SPA Completion (which represents approximately 15.7% of the then issued share capital of CMD) and the acceptance of the Share Offer described above, Mengniu and its Concert Parties (excluding exempt principal traders) have not acquired or agreed to acquire any CMD Shares or rights over CMD Shares during the Offer Period. None of Mengniu nor any of its Concert Parties (excluding exempt principal traders) has borrowed or lent any relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code) in CMD during the Offer Period.

   As at 4:00 p.m. on the Final Closing Date, valid acceptances of the Option Offer have been received in respect of 264,320,873 CMD Options (representing approximately 83.8% of the total number of outstanding CMD Options as at the date of this joint announcement).

3. SETTLEMENT OF THE OFFERS

   Remittances in respect of cash consideration (after deducting the seller's ad valorem stamp duty) payable for the CMD Shares tendered under the Share Offer will be posted by ordinary post to such CMD Shareholders accepting the Share Offer at their own risk as soon as possible, but in any event within seven (7) Business Days of the date of receipt by the Registrar of duly completed WHITE Form(s) of Share Offer Acceptance and all the relevant documents of title to render the acceptance by such CMD Shareholders under the Share Offer complete and valid.

   Remittances in respect of cash consideration payable for cancellation of the CMD Options tendered under the Option Offer will be posted by ordinary post at the own risk of the relevant Optionholders to the office of CMD in Hong Kong at Unit 2402, 24/ F, Alliance Building, 130-136, Connaught Road Central, Sheung Wan, Hong Kong for collection as soon as possible, but in any event within seven (7) Business Days of the date of receipt by the company secretary of CMD of duly completed PINK Form(s) of Option Offer Acceptance and all relevant documents of title to render the acceptance under the Option Offer complete and valid.

4. SHAREHOLDING STRUCTURE OF CMD

The following table sets out the shareholding structure of CMD (i) immediately prior to the Offer Period (i.e. immediately prior to 4 January 2017); (ii) immediately prior to the commencement of the Offers (i.e. immediately prior to 14 February 2017); and (iii) immediately following the close of the Offers and as at the date of this joint announcement:

Immediately prior to the Offer Period Immediately prior to the commencement of the Offers Immediately following the close of the Offers and as at the date of this joint announcement

Number of

Shares

Approximate

%

Number of

Shares

Approximate

%

Number of

Shares

Approximate

%

Substantial Shareholders

Mengniu 1,347,903,000 25.4% 1,347,903,000 22.0% 1,347,903,000 22.0%

Future Discovery Limited 0 0.0% 965,465,750

(Note 3)

15.7% 2,407,866,412 39.3%

Sub-total (Mengniu and

1,347,903,000 25.4% 2,313,368,750 37.7% 3,755,769,412 61.3%

its Concert Parties) Success Dairy II	477,429,132	9.0%	0	0.0%	0	0.0%
Xinmu Holdings Co. Ltd Yinmu Holdings Co. Ltd	671,021,025 446,465,419	12.6% 8.4%	671,021,025 446,465,419	10.9% 7.3%	263,716,426 (Note 4) 263,703,294	4.3% 4.3%
Jinmu Holdings Co. Ltd	221,581,733	4.2%	221,581,733	3.6%	(Note 4) 221,581,733	3.6%
(Notes 1 & 2)
Directors and Chief Executives
Gao, Lina	4,800,000 (Notes 1 & 2)	0.1%	4,800,000	0.1%	4,800,000	0.1%
Other Public Shareholders Total	2,135,567,574 5,304,767,883	40.3% 100.0%	2,474,169,779 6,131,406,706	40.4% 100.0%	1,621,835,841 (Note 4) 6,131,406,706	26.5% 100.0%
(Notes 2 & 3)