China Modern Dairy : COMPOSITE DOCUMENT RELATING TO THE CONDITIONAL 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 ALR

If you are in any doubt as to any aspect of the Offers, this Composite Document and/or the accompanying Form(s) of Acceptance or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Modern Dairy Holdings Ltd., you should at once hand this Composite Document and the accompanying Form(s) of Acceptance to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

This Composite Document should be read in conjunction with the accompanying Form(s) of Acceptance, the contents of which form part of the terms and conditions of the Offers contained in this Composite Document.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Form(s) of Acceptance, make no representation as to their accuracy or completeness and expressly disclaim whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Composite Document and the accompanying Form(s) of Acceptance.

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)

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)

(Stock Code: 1117)

COMPOSITE DOCUMENT RELATING TO THE CONDITIONAL 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. Financial Adviser to China Mengniu Dairy Company Limited Joint Financial Adviser to China Mengniu Dairy Company Limited Independent Financial Adviser to the Independent Board Committee

SOMERLEY CAPITAL LIMITED

Capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this Composite Document.

A letter from UBS and DBS containing, amongst other things, details of the terms and conditions of the Offers is set out on pages 9 to 26 of this Composite Document. A letter from the CMD Board is set out on pages 27 to 35 of this Composite Document. A letter from the Independent Board Committee containing its recommendation to the CMD Shareholders and the Optionholders in respect of the Offers is set out on pages 36 to 37 of this Composite Document. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee in respect of the Offers is set out on pages 38 to 64 of this Composite Document.

The procedures for acceptance and settlement of the Offers are set out on pages I-1 to I-13 in Appendix I to this Composite Document and in the accompanying Form(s) of Acceptance.

Acceptances of the Share Offer must be received by the Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:00 p.m. on Tuesday, 7 March 2017 or such later time and/or date as Mengniu may determine and announce with the consent of the Executive, in accordance with the Takeovers Code. Acceptance of the Option Offer must be received by the company secretary of CMD at Unit 2402, 24/F, Alliance Building, 130-136 Connaught Road Central, Sheung Wan, Hong Kong by no later than 4:00 p.m. on Tuesday, 7 March 2017 or such later time and/or date as Mengniu may determine and announce with the consent of the Executive, in accordance with the Takeovers Code.

Any persons including, without limitation, custodians, nominees and trustees who would, or otherwise intend to, forward this Composite Document and/or the accompanying Form(s) of Acceptance to any jurisdiction outside Hong Kong should read the details in this regard which are contained in the section headed "Important Notices" contained in this Composite Document before taking any action. It is the responsibility of each Overseas Holder wishing to accept the Offers to satisfy himself, herself or itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities or legal requirements and the payment of any transfer or other taxes due in respect of such jurisdiction. Overseas Holders are advised to seek professional advice on deciding whether to accept the Offers.

* For identification purpose only 14 February 2017

Page

EXPECTED TIMETABLE ii IMPORTANT NOTICES iv DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM UBS AND DBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 LETTER FROM THE CMD BOARD 27 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 36 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 38 APPENDIX I - FURTHER TERMS OF THE OFFERS AND PROCEDURES OF ACCEPTANCE AND SETTLEMENT . . . . . . . . . . . . . . . I-1 APPENDIX II - FINANCIAL INFORMATION OF THE CMD GROUP . . . . . II-1 APPENDIX III - REPORTS ON THE PROFIT WARNING ANNOUNCEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1 APPENDIX IV - GENERAL INFORMATION OF THE CMD GROUP . . . . . . . IV-1 APPENDIX V - GENERAL INFORMATION OF MENGNIU . . . . . . . . . . . . . V-1 APPENDIX VI - DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . VI-1 ACCOMPANYING DOCUMENTS

• WHITE FORM OF SHARE OFFER ACCEPTANCE
• PINK FORM OF OPTION OFFER ACCEPTANCE

The timetable set out below is indicative and may be subject to changes. Any change to the timetable will be jointly announced by Mengniu and CMD as and when appropriate. All the time and date references contained in this Composite Document and accompanying Forms of Acceptance refer to Hong Kong times and dates.

Despatch date of this Composite Document and

the accompanying Form(s) of Acceptance (Note 1) . . . . . . . Tuesday, 14 February 2017 Commencement date of the Offers . . . . . . . . . . . . . . . . . . . . . Tuesday, 14 February 2017

Latest time and date for acceptance of the Offers

on the First Closing Date (Note 2) . . . . . . . . . . . By 4:00 p.m. on Tuesday, 7 March 2017

First Closing Date (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 7 March 2017 Announcement of the results of the Offers as at

the First Closing Date on the website of the

Stock Exchange (Note 3 and 5) . . . . . . . . . . . . . By 7:00 p.m. on Tuesday, 7 March 2017

Latest date of posting of remittances in respect of valid acceptances received under the Offers

on or before the First Closing Date

(assuming the Offers become or are declared unconditional

on the First Closing Date) (Note 6) . . . . . . . . . . . . . . . . . . . . . Thursday, 16 March 2017

Notes:

1. The Offers, which are conditional, are made on 14 February 2017, the date of this Composite Document, and are capable of acceptance on and from that date until 4:00 p.m. on the First Closing Date, unless the Offers become or are declared unconditional.

2. Beneficial owners of Offer Shares who hold their Offer Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (as set out in Appendix I to this Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures. Acceptances of the Offers are irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code. Please refer to the section headed "7. Right of Withdrawal" in Appendix I to this Composite Document for further information on the circumstances where acceptances may be withdrawn.

3. In accordance with the Takeovers Code, the Offers must initially be open for acceptance for at least 21 days following the date on which this Composite Document is posted. The Offers will be closed at 4:00

   p.m. on the First Closing Date unless the Offers become or are declared unconditional. An announcement will be jointly issued by CMD and Mengniu through the website of the Stock Exchange by 7:00 p.m. on the First Closing Date, stating the results of the Offers and whether the Offers have become or are declared unconditional. The Option Offer is conditional on the Share Offer becoming or being declared unconditional and will remain open for so long as the Share Offer remains open for acceptance. Unless the Offers become unconditional on or before the First Closing Date, the Offers will not be extended beyond the First Closing Date. The last possible day on which the Offers can become unconditional is the First Closing Date. If the Offers have become or been declared unconditional as to acceptances, the announcement will state the next closing date of the Offers or that the Offers will remain open until further notice. In the latter case, at least 14 days' notice in writing will be given, before the Offers are closed, to those CMD Shareholders and Optionholders who have not accepted the Offers.

4. If there is a tropical cyclone warning signal number 8 or above or a black rainstorm warning signal in force on the Offer Closing Date and it is (i) not cancelled in time for trading on the Stock Exchange to resume in the afternoon on the Offer Closing Date, the time and date of the close of the Offers will be postponed to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve; or (ii) cancelled in time for trading on the Stock Exchange to resume in the afternoon on the Offer Closing Date, the time and date of the close of the Offers will be the same day, i.e., 4:00 p.m. on the Offer Closing Date.

5. In accordance with the Takeovers Code, if the Offers become or are declared unconditional, the Offers should remain open for acceptance for not less than 14 days thereafter. When the Offers become or are declared unconditional in all respects, at least 14 days' notice in writing must be given before the Offers are closed to those CMD Shareholders and Optionholders who have not accepted the Offers. Mengniu has the right, subject to the Takeovers Code, to extend the Offers until such date as it may determine or as permitted by the Executive.

6. Remittances in respect of the cash consideration for the Offer Shares (after deducting the sellers' ad valorem stamp duty) or the CMD Options tendered under the Offers will be despatched to the accepting CMD Shareholder(s) (to the address specified on the relevant Shareholder's WHITE Form of Share Offer Acceptance) or the accepting Optionholder(s) (to the company secretary of CMD for collection by the relevant Optionholder(s)) by ordinary post at his/her/its own risk as soon as possible, but in any event within seven (7) Business Days following the later of the date on which the Offers become or are declared unconditional and the date on which the duly completed Forms of Acceptance and the relevant documents of title of the CMD Shares or the CMD Options (as the case may be) are received by the Registrar (in the case of the Share Offer) or the company secretary of CMD (in the case of the Option Offer) to render each of such acceptance of any of the Share Offer or the Option Offer complete and valid. Please refer to the section headed "1. Procedure for Acceptance" and "2. Settlement of the Offers" in Appendix I to this Composite Document and the accompanying Form(s) of Acceptance for further information.

An acceptor of the Offers shall be entitled to withdraw its/his/her acceptance after 21 days from the First Closing Date if the Offers have not by then become unconditional as to acceptances. However, this entitlement to withdraw shall only be exercisable until such time as the Offers become or are declared unconditional as to acceptances. For further details, please refer to Appendix I to this Composite Document.