China Mengniu Dairy : Circulars - STRUCTURE OF THE RELEVANT SCHEME, PROPOSED PLACING UNDER SPECIFIC MANDATE OF UP TO HK$ EQUIVALENT OF RMB4,000,000,000 FIXED RATE 5-YEAR CONVERTIBLE BONDS, CONNECTED TRANSACTIONS

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubts as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Mengniu Dairy Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sales or transfer was effected for transmission to the purchaser or the transferee.

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.

This circular 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 circular is not for distribution, directly or indirectly, in or into the United States. This circular and the information contained in this circular 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 circular 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 circular or the information contained in this circular and, if sent in response to this circular or the information contained in this circular, 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)

STRUCTURE OF THE RELEVANT SCHEME

PROPOSED PLACING UNDER SPECIFIC MANDATE OF UP TO HK$ EQUIVALENT OF RMB4,000,000,000 FIXED RATE 5-YEAR CONVERTIBLE BONDS

CONNECTED TRANSACTIONS

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

A letter from the Independent Board Committee with its recommendations to the Independent Shareholders of China Mengniu Dairy Company Limited is set out on pages 66 to 67 of this circular and a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders of China Mengniu Dairy Company Limited is set out on pages 68 to 120 of this circular.

A notice convening an EGM of the Company, to be held at 10 : 00 a.m. on Tuesday, October 12, 2021 at A2-C6 Laijin Creative Industry Park, Chaoyang District, Beijing is set out on pages II-1 to II-3 of this circular.

Whether or not you are able 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 Hong Kong share registrar of China Mengniu Dairy Company Limited, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the EGM. The completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM (or any adjourned meeting thereof) if you wish.

PRECAUTIONARY MEASURES FOR THE EGM

To safeguard the health and safety of Shareholders and to prevent the spreading of the coronavirus disease 2019 (COVID-19), the following precautionary measures will be implemented at the EGM:

1. Compulsory body temperature checks
2. Mandatory health declaration
3. Wearing of surgical face mask for each attendee
4. No distribution of corporate gift or provision of refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the EGM venue. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy instead of attending the EGM in person.

• For identification purpose only

September 24, 2021

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .	66
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . .	68
APPENDIX I - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II - NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

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PRECAUTIONARY MEASURES FOR THE EGM

With the outbreak and spreading of the COVID-19 pandemic, to safeguard the health and safety of Shareholders who might be attending the EGM in person, the Company will implement the following precautionary measures at the EGM:

1. Compulsory body temperature checks will be conducted on every shareholder, proxy or other attendee at the entrance of the meeting venue. Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms, or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the EGM venue and be requested to leave the venue.
2. Each attendee will be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the EGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.
3. Every attendee will be required to wear a surgical face mask throughout the EGM and sit at a safe distance from other attendees. Please note that no masks will be provided at the EGM venue and attendees should bring and wear their own masks.
4. No refreshment will be served, and there will be no corporate gift.

In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly encourages Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy instead of attending the EGM in person, by completing and return the proxy form attached to this document. If any Shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the Board of the Company, he/she is welcome to send such question or matter in writing to our principal office in Hong Kong or to our email at [e-mail].

If any Shareholder has any question relating to the EGM, please contact Computershare Hong Kong Investor Services Limited, the Company's branch share registrar as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre

183 Queen's Road East, Wan Chai, Hong Kong Website: www.computershare.com/hk/contact Tel: [phone]

Fax: [phone]

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DEFINITIONS

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

''Agency Agreement''	the agency agreement in respect of the Convertible Bonds to be
	entered into between the Company, the trustee and the principal
	paying, transfer and exchange agent and registrar on or around
	the Closing Date
''Announcement''	the Company's announcement dated January 24, 2021
''Asset Management	qualified domestic institutional investor (QDII) asset
Schemes''	management schemes established by the Assets Manager
''Assets Manager''	China Merchants Fund Management Co., Ltd, a qualified
	domestic institutional investor, acting as the Assets Manager of
	the Asset Management Schemes
''associate(s)''	has the same meaning ascribed thereto under the Listing Rules
''Average Market Price''	in respect of a Share on a particular date, the average of the
	Closing Prices for one Share for the 60 consecutive Trading Days
	ending on the Trading Day immediately preceding such date
''Board''	the board of Directors of the Company
''CB Contracts''	the Placing Agreement, the Trust Deed and the Agency
	Agreement
''Charge''	the security interests to be created under the Security Deed
''Charged Assets''	the Convertible Bonds, the Charged Shares, the Securities
	Accounts and all related rights and interests therein
''Charged Shares''	Conversion Shares deposited into the Custodian Securities
	Account upon a Conversion
''Closing Date''	the date on which Completion takes place, being a date not later
	than December 31, 2021 or such later date as the Issuer and the
	Placing Agent may agree
''Closing Price''	of the Shares for any Trading Day shall be the price published in
	the Daily Quotation Sheet published by the Stock Exchange for
	such day
''Company'' or ''Issuer''	China Mengniu Dairy Company Limited, a company
or ''Guarantor''	incorporated in the Cayman Islands with limited liability, the
	issued shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 2319)

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DEFINITIONS

''Company Secretary''	the company secretary of the Company
''Completion''	the completion of the Transactions
''connected person''	has the meaning ascribed to it in the Listing Rules
''Connected Selected	means Selected Participants who are connected persons of the
Participants''	Company
''Connected	the connected transactions, details of which are set out in the
Transactions''	section headed ''Connected Transactions''
''Conversion Price''	the Initial Conversion Price, subject to the adjustments as
	described in this circular
''Conversion Shares''	the new Shares to be issued to the Notes Issuer upon the exercise
	of the conversion rights attaching to the Convertible Bonds
''Convertible Bonds'' or	the fixed rate convertible bonds proposed to be issued by the
''Bonds''	Company in an aggregate principal amount of up to the HK$
	equivalent of RMB4,000,000,000 to be placed under the Placing
''Current Market Price''	in respect of a Share on a particular date, the average of the
	Closing Prices for one Share (being a Share carrying full
	entitlement to dividend) for the 20 consecutive Trading Days
	ending on the Trading Day immediately preceding such date;
	provided that if at any time during the said 20 Trading Day
	period the Shares shall have been quoted ex-dividend and during
	some other part of that period the Shares shall have been quoted
	cum-dividend then:
	(i) if the Shares to be issued in such circumstances do not rank
	for the dividend in question, the Closing Price on the dates
	on which the Shares shall have been quoted cum-dividend
	shall for the purpose of this definition be deemed to be the
	amount thereof reduced by an amount equal to the Fair
	Market Value of that dividend per Share; or
	(ii) if the Shares to be issued in such circumstances rank for the
	dividend in question, the Closing Price on the dates on

which the Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by the Fair Market Value of that dividend per Share;

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