On 7 July 2021, China Modern Dairy Holdings Ltd. entered into the Subscription Agreement with the Joint Lead Managers and Joint Bookrunners in connection with the issue of USD 500,000,000 2.125% bonds due 2026. Subject to certain conditions to completion, the Company will issue the Bonds in the aggregate principal amount of USD 500,000,000 which will mature on 14 July 2026, unless earlier redeemed pursuant to the terms thereof. The Offer Price of the Bonds will be 99.717% of the principal amount. The Bonds will bear interest from and including 14 July 2021 at the rate of 2.125% per annum, payable semi-annually in arrears. The Bonds are direct, unconditional, unsubordinated and (subject to the terms and conditions of the Bonds) unsecured obligations of the company, which will at all times rank pari passu and without preference among themselves and rank at least equally with all other present and future unsecured and unsubordinated obligations of the company. The Bonds will limit the company's ability and the ability of certain subsidiaries of the Company to create or permit to exist any Encumbrance, so long as any Bond remains outstanding, to secure any Relevant Indebtedness or to secure any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to the Bonds either (a) the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or (b) such other security as (i) the trustee shall in its absolute discretion deem not materially less beneficial to the interest of the bondholders or (ii) shall be approved by an extraordinary resolution of the bondholders. The Bonds are subject to redemption, in whole but not in part, at their principal amount, together with interest accrued to the date of redemption, at the option of the Company at any time in the event of certain changes affecting taxes of the Cayman Islands or the PRC. At any time following the occurrence of a change of control triggering event of the Company, the holder of any Bonds will have the right, at such holder's option, to require the company to redeem all but not some only of that holder's Bonds on the put settlement date at 101% of their principal amount, together with accrued interest. The Bonds are subject to redemption, in whole but not in part, at any time prior to 14 June 2026, at the make whole price, together with accrued and unpaid interest, at the option of the company. The Bonds are also subject to redemption, in whole but not in part, at any time from or after 14 June 2026, at a redemption price equal to 100% of the principal amount of the Bonds, together with accrued and unpaid interest, at the option of the company. The company intends to use the proceeds of the Bonds Issue (after deducting underwriting commissions and other estimated expenses payable in connection with the offering) for refinancing and general corporate purposes.