China Shengmu Organic Milk : Announcements and Notices - Notice of Extraordinary General Meeting

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CHINA SHENGMU ORGANIC MILK LIMITED ʕ਷໋ىϞዚุ̲Ϟࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1432)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the "Meeting") of China Shengmu Organic Milk Limited (the "Company") will be held at 19/F, No. 27 Zhong Guan Cun Street, Hai Dian District, Beijing, PRC on 28 March 2019 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 13 March 2019:

ORDINARY RESOLUTIONS

(1)

"THAT:

(i) the equity transfer framework agreement dated 21 December 2018 (the "Equity Transfer

Framework Agreement") and the supplemental agreement to the Equity Transfer Framework Agreement dated 8 March 2019 (the "Supplemental Agreement to the Equity Transfer Framework Agreement") entered into by the Company, 12 individual shareholders including Li Yundong (ҽ༶ਗ), Chen Qingjun (௓ᅅࠏ), Wang Qiang (ˮ੶),

Li Yongqiang (ҽ͑੶), Wang Lixin (ӓͭอ), Chang Zhiba (੬қנ ), Yuan Lun (৫ቃ),

Guo Yongfeng (ெ͑ᔮ), Li Ruijun (ҽ๿ࠏ), Hou Liubin (ڨवⅳ), Ren Junming (΂ڲ׼) and Yu Gong (ɲʈ) (the "12 Individual Shareholders") and Inner Mongolia Shengmu High-tech Farming Co, Ltd (ʫႆ໋̚ى৷߅ىุϞࠢʮ̡ ) (" Shengmu High-tech"), pursuant to the Equity Transfer Framework Agreement and the Supplemental Agreement to the Equity Transfer Framework Agreement, (i) Shengmu High-tech agreed to acquire 60% equity interest in Inner Mongolia Shengmu Sand and Grass Industry Co., Ltd. (ʫႆ໋̚ ىӍণุϞࠢʮ̡ )(" Shengmu Sand and Grass") from the 12 Individual Shareholders upon completion of a reorganisation (the "Reorganisation") in accordance with the reorganisation memorandum dated 21 December 2018 entered into by the Company, 12

Individual Shareholders and Shengmu High-tech by cash in the amount of RMB300.00 million; and (ii) the Company agreed to issue a total of 688,705,234 new Shares (the "Consideration Shares") at an issue price of HK$0.33 per share to 12 holding companies to be established by the 12 Individual Shareholders in the British Virgin Islands (the

"BVI") respectively (the "BVI Companies I", which will hold 100% equity interest together in the BVI Company II upon completion of the Reorganisation) to acquire 100% equity interest in a holding company to be established in the BVI (the "BVI Company II") which in turn indirectly hold the other 40% equity interest in Shengmu Sand and Grass upon completion of the Reorganisation (a copy of which has been produced to the Meeting and marked "A" and initiated by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and is hereby approved, confirmed and ratified;

(ii) subject to the Listing Committee of the The Stock Exchange of Hong Kong Limited having granted the listing of, and permission to deal in the Consideration Shares, the directors of the Company (the "Directors") be and are hereby granted a specific mandate (the "Specific Mandate") which shall entitle the Directors to exercise all the powers of the Company to allot and issue the Consideration Shares to the BVI Companies I on and subject to the terms and conditions of the Equity Transfer Framework Agreement and the Supplemental Agreement to the Equity Transfer Framework Agreement, and that the Specific Mandate shall be in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution; and

(iii) the Directors be and are hereby authorised to do all such further things and acts and execute all such further documents and take all such steps which he/she considers necessary, desirable or expedient to implement and give effect to any matters relating to or in connection with the Equity Transfer Framework Agreement and the Supplemental Agreement to the Equity Transfer Framework Agreement, and any transactions contemplated thereunder."

(2) To re-elect Mr. Zhang Jiawang as an executive Director.

By the order of the Board of

China Shengmu Organic Milk Limited

Shao Genhuo

Chairman

Hong Kong, 13 March 2019

As at the date of this notice, the executive directors of the Company are Mr. Yao Tongshan, Mr. Wu Jianye and Mr. Zhang Jiawang; and the non-executive directors of the Company are Mr. Wen Yongping, Mr. Sun Qian and Mr. Shao Genhuo; and the independent non-executive directors of the Company are Mr. Fu Wenge, Mr. Wang Liyan and Mr. Li Xuan.

Notes:

• 1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

• 2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

• 3. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company's branch registrar in Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.

• 4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned Meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

• 5. Where there are joint holders of any Shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• 6. To ascertain shareholders' eligibility to attend and vote at this Meeting, the register of members of the Company will be closed from 22 March 2019 to 28 March 2019, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of Shares should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22,

  Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 21 March 2019.

• 7. A form of proxy for use at the Meeting is enclosed.