China Mengniu Dairy : PUBLICATION OF OFFERING CIRCULAR - HK$4,862,600,000.00 3.08% CONVERTIBLE BONDS DUE 2026 ISSUED BY CHINA MENGNIU DAIRY COMPANY LIMITED

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

This announcement and the listing document referred to herein have been published for information purposes only as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and do not constitute an invitation or offer to sell nor the solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the Company (as defined below) for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

This announcement does not constitute or form a part of any offer to sell or the solicitation of any offer to acquire, purchase or subscribe for any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ''Securities Act''), or the securities laws of any state of the United States or other jurisdiction. Unless they are registered, the securities may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction. The securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act. No public offering of the securities will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.

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PUBLICATION OF OFFERING CIRCULAR

CHINA MENGNIU DAIRY COMPANY LIMITED

中 國 蒙 牛 乳 業 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(the "Company") (Stock Code: 2319)

HK$4,862,600,000.00 3.08% CONVERTIBLE BONDS DUE 2026

(Debt Stock Code: 40946) (the ''Bonds'')

This announcement is issued pursuant to Rule 37.39A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'').

Please refer to the offering circular dated November 23, 2021 (the ''Offering Circular'') appended herein in relation to the issuance of the Bonds. The Offering Circular is published in English only. No Chinese version of the Offering Circular has been prepared.

Notice to Hong Kong investors: the Company confirms that the Bonds are intended for purchase by professional investors (as defined in Chapter 37 of the Listing Rules) only and have been listed on The Stock Exchange of Hong Kong Limited on that basis. Accordingly, the Company confirms that the Bonds are not appropriate as an investment for retail investors in Hong Kong or elsewhere. Investors should carefully consider the risks involved.

The Offering Circular does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it circulated to invite offers by the public to subscribe for or purchase any securities.

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The Offering Circular must not be regarded as an inducement to subscribe for or purchase any securities of the Company, and no such inducement is intended. No investment decision should be made based on the information contained in the Offering Circular.

By order of the board of directors

China Mengniu Dairy Company Limited

Kwok Wai Cheong, Chris

Company Secretary

Hong Kong, November 29, 2021

As at the date of this announcement, the board of directors of the Company 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 purposes only

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IMPORTANT NOTICE

NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY

IN OR INTO THE UNITED STATES

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular (this ''Offering Circular''). You are therefore advised to read this disclaimer carefully before accessing, reading or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information as a result of such access. You acknowledge that the access to this Offering Circular is intended for use by you only and you agree you will not forward or otherwise provide access to any other person.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THE SECURITIES AS DESCRIBED IN THIS OFFERING CIRCULAR (THE ''SECURITIES'') HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT''), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING IS MADE SOLELY IN OFFSHORE TRANSACTIONS OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.

THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIRUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed to China

Mengniu Dairy Company Limited (the ''Issuer'') and BOCI Asia Limited (the ''Placing Agent'') that: (1) you and any customers you represent are not in the United States, (2) the e-mail address that you provided and to which this e-mail has been delivered is not located in the United States, (3) you consent to delivery of this document and any amendments or supplements by electronic transmission, and (4) to the extent you purchase the Securities, you will be doing so in an offshore transaction as defined in regulations under the Securities Act in compliance with Regulation S thereunder.

This Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Placing Agent, the Trustee or the Agents (each as defined in this Offering Circular) or any of their respective affiliates, directors, officers, employees, representatives, agents or advisers or any person who controls any of them accepts any liability or responsibility whatsoever in respect of any such alteration or change to this Offering Circular distributed to you in electronic format or any difference between this Offering Circular distributed to you in electronic format and the hard copy version.

Restrictions: This Offering Circular is being furnished in connection with an offering in offshore transactions outside of the United States in compliance with Regulation S under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the Securities.

Nothing in this electronic transmission constitutes, and may not be used in connection with, an offer or an invitation by or on behalf of any of the Issuer, the Placing Agent, the Trustee or the Agents or any of their respective affiliates, directors, officers, employees, representatives, agents or advisers or any person who controls any of them to subscribe for or purchase any of the Securities, in any place where offers or solicitations are not permitted by law and access has been limited so that it shall not constitute in the United States or elsewhere directed selling efforts (within the meaning of Regulation S under the Securities Act). If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Placing Agent or any affiliate of the Placing Agent is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Placing Agent or such affiliate on behalf of the Issuer in such jurisdiction. Any Securities to be issued in respect thereof will not be registered under the Securities Act and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. Access has been limited so that it shall not constitute a general solicitation in the United States or elsewhere. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the Securities.

You are reminded that you have accessed this Offering Circular on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.

Actions that you may not take: If you receive this Offering Circular by e-mail, you should not reply by e-mail to this electronic transmission, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the ''Reply'' function on your e-mail software, will be ignored or rejected.

YOU ARE NOT AUTHORIZED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

You are responsible for protecting against viruses and other destructive items. If you receive this document by email, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

STRICTLY CONFIDENTIAL

CHINA MENGNIU DAIRY COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2319)

HK$4,862,600,000.00 3.08 Per Cent. Convertible Bonds due 2026

Issue Price: 100 per cent.

The HK$4,862,600,000.00 in aggregate principal amount of 3.08 per cent. convertible bonds due 2026 (the ''Bonds'', which term shall include, unless the context requires otherwise, any further bonds issued in accordance with the terms and conditions of the Bonds set out in ''Terms and Conditions of the Bonds'' (the ''Conditions'' and each of the Conditions, a ''Condition'') and consolidated and forming a single series therewith) will be issued by China Mengniu Dairy Company Limited (the ''Issuer''). The issue price of the Bonds shall be 100 per cent. of the aggregate principal amount of the Bonds and the denomination of each Bond shall be HK$500,000 and integral multiples of HK$10,000 in excess thereof.

The Bonds will, upon issue, constitute direct, unconditional, unsubordinated and (subject to Condition 4(a)) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds will, save for such exceptions as may be provided by applicable law and subject to Condition 4(a), at all times rank at least equally with all of its other present and future unsecured and unsubordinated obligations.

Each Bond will, at the option of the holder and subject to any applicable fiscal or other laws or regulations and as provided in the Conditions, be convertible (unless previously redeemed, converted or purchased and cancelled) into fully paid ordinary shares of the Issuer with a nominal value of HK$0.10 each (the ''Shares'') at an initial conversion price of HK$34.73 per Share (the ''Conversion Price'') at any time in each period from (and including) the 25th Scheduled Trading Day (as defined in the Conditions) to (and including) the 5th Scheduled Trading Day (as defined in the Conditions) immediately prior to 26 November in each year, beginning in 2022 (but, except as provided in Condition 6(a)(iv) and Condition 10, in no event thereafter) or (y) if notice requiring redemption has been given by the holder of such Bond pursuant to Condition 8(b) or Condition 8(c) then up to the close of business on the day prior to the giving of such notice. The Conversion Price is subject to adjustment in the circumstances described under ''Terms and Conditions of the Bonds - Conversion''.

Unless previously redeemed, converted or purchased and cancelled, the Issuer will redeem each Bond at 100 per cent. of its principal amount together with accrued and unpaid interest thereon on 26 November 2026 (the ''Maturity Date''). The Issuer will, at the option of the holder of any Bond redeem all or some only of such holder's Bonds on the 5th Scheduled Trading Day immediately prior to 26 November of each year, beginning on 21 November 2022 (each, a ''Put Option Date'') at their principal amount, together with interest accrued but unpaid up to but excluding such Put Option Date. The holder of each Bond will also have the right at such holder's option, to require the Issuer to redeem all or some only of such holder's Bonds on the Relevant Event Redemption Date (as defined in Condition 8(c)) at their principal amount, together with interest accrued but unpaid up to but excluding such date (if any) following the occurrence of a Relevant Event (as defined in Condition 8(c)). See ''Terms and Conditions of the Bonds - Redemption, Purchase and Cancellation''.

For a detailed description of the Bonds, see ''Terms and Conditions of the Bonds''.

In accordance with the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (國家 發展改革委關於推進企業發行外債備案登記制管理改革的通知（發改外資[2015]2044號）) (the ''NDRC Circular'') issued by the National Development and Reform Commission of the PRC or its local counterparts (''NDRC'') on 14 September 2015 which came into effect on the same day, the Issuer has registered the issuance of the Bonds with NDRC and obtained a certificate from NDRC on 7 May 2021 evidencing such registration and has undertaken to provide the requisite information on the issuance of the Bonds to NDRC within 10 PRC Business Days (as defined in the Terms and Conditions) after the Issue Date (as defined in the Conditions).

Application will be made to The Stock Exchange of Hong Kong Limited (the ''Hong Kong Stock Exchange'') for the listing of the Bonds by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (''Professional Investors'') only. This document is for distribution to professional investors only.

Notice to Hong Kong investors: The Issuer confirms that the Bonds are intended for purchase by Professional Investors only and will be listed on the Hong Kong Stock Exchange on that basis. Accordingly, the Issuer confirms that the Bonds are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Bonds on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Bonds, the Issuer or the Group (as defined below), where applicable or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, 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 document.

Application will also be made to the Hong Kong Stock Exchange for the listing of the Shares issuable upon conversion of the Bonds.

This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Issuer or the Group. The Issuer accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Investing in the Bonds and the Shares involves certain risks. Investors should be aware that the Bonds are unsecured, that there are risks attached to exercise of the Conversion Right of the Bonds, and that there are various other risks relating to the Bonds, the Issuer and the Group, their business and their jurisdictions of operations which investors should familiarise themselves with before making an investment in the Bonds. See ''Risk Factors'' beginning on page 12 for a discussion of certain factors to be considered in connection with the investment in the Bonds and the Shares.

The Bonds and the Shares to be issued upon conversion of the Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the ''Securities Act''), or other securities laws and, subject to certain exemptions, may not be offered or sold within the United States. The Bonds are being offered and sold only outside the United States in reliance on Regulation S under the Securities Act. For a description of these and certain further restrictions on offers and sales of the Bonds and the Shares to be issued upon conversion of the Bonds and the distribution of this Offering Circular, see ''Placement and Sale''.

The Bonds will be represented by beneficial interests in a global certificate (the ''Global Certificate'') in registered form, which will be registered in the name of a nominee of, and shall be deposited on or about the Issue Date with, a common depositary for Euroclear Bank SA/NV (''Euroclear'') and Clearstream Banking S.A. (''Clearstream''). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream. Except as described in the Global Certificate, certificates for the Bonds will not be issued in exchange for interests in the Global Certificate.

Placing Agent

BOC International

The date of this Offering Circular is 23 November 2021