China Shengmu Organic Milk : Announcements and Notices - Poll Results of the Annual General Meeting Held on 29 June 2018, Changes of Directors, Changes of Member(s) of Audit Committee, Remuneration Committee and Nomination Committee

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CHINA SHENGMU ORGANIC MILK LIMITED ʕ਷໋ىϞዚุ̲Ϟࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1432)

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON 29 JUNE 2018,

CHANGES OF DIRECTORS, CHANGES OF MEMBER(S) OF

AUDIT COMMITTEE, REMUNERATION COMMITTEE

AND NOMINATION COMMITTEE

References are made to the notice (the "Notice") of annual general meeting and the circular (the "Circular") of China Shengmu Organic Milk Limited (the "Company") both dated 30 May 2018. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those used in the Circular.

RESULT OF THE AGM

The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that all the ordinary resolutions as set out in the Notice were duly passed by the shareholders of the Company (the "Shareholders") by way of poll at the AGM held on 29 June 2018 (the "2018 AGM").

As at the date of the 2018 AGM, the total number of issued shares of the Company ("Shares") was 6,354,400,000, representing the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the 2018 AGM. None of the Shareholders were required to abstain from voting at the 2018 AGM under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). No person has indicated in the Circular that it/he/she intends to vote against or to abstain from voting on any of the resolutions at the 2018 AGM. In addition, there were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the 2018 AGM as set out in Rule 13.40 of the Listing Rules.

Tricor Investor Services Limited, the Hong Kong branch share registrar of the Company, was appointed as the scrutineer at the 2018 AGM for the purpose of vote-taking.

Details of the poll results in respect of all the ordinary resolutions proposed at the 2018 AGM are set out as follows:

Number of Votes (%)

Ordinary Resolutions

For Against

1.	To receive, consider and adopt the audited	2,604,694,841	0
consolidated financial statements of the	(100.00%)	(0.00%)
Company and the reports of the Directors and
auditors for the year ended 31 December
2017.
2.	To re-appoint Ernst & Young as auditors of	2,605,136,370	0
the Company and the Board be authorized to	(100.00%)	(0.00%)
fix their remuneration.
3.	(a) To re-elect Mr. Wen Yongping as a	2,588,944,754	25,346,616
non-executive Director.	(99.03%)	(0.97%)
(b) To re-elect Mr. Wang Liyan as an	2,605,136,370	9,155,000
independent non-executive Director.	(99.65%)	(0.35%)
(c) To re-elect Mr. Li Xuan as an	2,605,136,370	9,155,000
independent non-executive Director.	(99.65%)	(0.35%)
(d) To re-elect Mr. Yao Tongshan as an	2,591,282,707	23,008,663
executive Director.	(99.12%)	(0.88%)
(e) To elect Mr. Wang Yuehua as an	2,593,348,804	20,942,566
executive Director.	(99.20%)	(0.80%)
4.	To authorize the Board to fix the respective	2,605,136,370	9,155,000
Directors' remuneration	(99.65%)	(0.35%)
5.	Ordinary resolution no. 5 of the Notice (to	1,774,531,587	839,759,783
grant a general mandate to the Directors to	(67.88%)	(32.12%)
allot, issue and deal with additional Shares
not exceeding 20% of the total number of
issued Shares of the Company as at the date
of passing this resolution).
6.	Ordinary resolution no. 6 of the Notice (to	2,605,136,370	9,155,000
grant a general mandate to the Directors to	(99.65%)	(0.35%)
repurchase Shares not exceeding 10% of the
total number of issued Shares of the
Company as at the date of passing this
resolution).

Ordinary Resolutions

Number of Votes (%) For Against

7.

Ordinary Resolution No. 7 of the Notice (to 2,548,086,787

66,204,583

extend the general mandate granted to the Directors to allot, issue and deal with additional Shares of the Company by an amount not exceeding the total number of the Shares repurchased by the Company).

(97.47%)

(2.53%)

Note:

The above table only provides a summary of the resolutions. The full text of these resolutions is set out in the Notice.

As more than 50% of the votes were cast in favour of each of the above resolutions, all of the above resolutions were duly passed as ordinary resolutions of the Company at the 2018 AGM.

RETIREMENTS OF DIRECTORS

The Board announces that as each of Ms. Gao Lingfeng, Mr. Cui Ruicheng, Mr. Fan Xiang, Mr. Cui Guiyong, Mr. Zhang Jiawang, Mr. Li Changqing and Ms. Ge Xiaoping did not offer himself/herself for re-election at the 2018 AGM, Ms. Gao Lingfeng, Mr. Cui Ruicheng, Mr. Fan Xiang, Mr. Cui Guiyong, Mr. Zhang Jiawang, Mr. Li Changqing and Ms. Ge Xiaoping retired as Directors with effect from the conclusion of the 2018 AGM. Mr. Li Changqing has also ceased to be the chairman of the remuneration committee (the "Remuneration Committee") and a member of each of the audit committee (the "Audit Committee") and the nomination committee (the "Nomination Committee") of the Company, and Ms. Ge Xiaoping has also ceased to be the chairman of the Audit Committee. Each of Ms. Gao Lingfeng, Mr. Cui Ruicheng, Mr. Fan Xiang, Mr. Cui Guiyong, Mr. Zhang Jiawang, Mr. Li Changqing and Ms. Ge Xiaoping has confirmed that there is no disagreement with the Board and there is no matter in respect of his/her retirement as a Director that needs to be brought to the attention of the Shareholders or The Stock Exchange of Hong Kong Limited.

The Board would like to express its gratitude to Ms. Gao Lingfeng, Mr. Cui Ruicheng, Mr. Fan Xiang, Mr. Cui Guiyong, Mr. Zhang Jiawang, Mr. Li Changqing and Ms. Ge Xiaoping for their valuable contribution to the Company during their tenures of service as Directors.

ELECTION OF NEW EXECUTIVE DIRECTOR

The Board announces that Mr. Wang Yuehua was elected as new executive Director at the 2018 AGM.

Mr. Wang Yuehua, aged 44, joined our Company in July 2017 as the assistant to chairman and the head of audit. He serves as the chief financial officer of the Company since December 2017.

Mr. Wang received his bachelor's degree in economics from ˄ࡡࠠۨዚ૛ኪ৫ (now known as Taiyuan University of Science and Technology (˄ࡡ߅Ҧɽኪ)) in 1996. Before joining the Company, he held various positions in Dabeinong Group, a company listed on the Small and Medium Enterprise Board of the Shenzhen Stock Exchange (stock code: 002385) with last position as senior vice president in the group feed production department and chief financial officer.

Save as disclosed above, Mr. Wang did not hold directorships in any public listed companies in the last three years.

As far as the Directors are aware, as at the date of this announcement, Mr. Wang did not have any interests in and did not hold any short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

The Company has executed a service contract with Mr. Wang with the appointment period of three years commencing from the conclusion of the 2018 AGM and will be subject to retirement by rotation and re-election at the Company's annual general meetings in accordance with the Articles. He is not entitled to any director's fee and is subject to revision in the future by the decision of the Board based on the recommendation of the Remuneration Committee.

Saved as disclosed above, Mr. Wang is not related to any other Directors, senior management or substantial or controlling Shareholder. As far as the Directors are aware, there is no information of Mr. Wang to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to welcome Mr. Wang for joining the Board.

CHANGE OF MEMBER(S) OF THE AUDIT COMMITTEE, THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE

The Board resolved that with effect from 29 June 2018 :

(1) Mr. Wang Liyan, an independent non-executive Director, be appointed as the chairman of the Audit Committee.

(2) Mr. Fu Wenge, an independent non-executive Director, be appointed as a member of each of the Audit Committee and the Remuneration Committee.

(3) Mr. Li Xuan, an independent non-executive Director, be appointed as the chairman of Remuneration Committee and a member of each of the Nomination Committee and the Audit Committee.

By Order of the Board

China Shengmu Organic Milk Limited

Shao Genhuo

Chairman

Hong Kong, 29 June 2018

As at the date of this announcement, the executive Directors are Mr. Yao Tongshan, Mr. Wu Jianye, and Mr. Wang Yuehua; and the non-executive Directors are Mr. Sun Qian, Mr. Shao Genhuo and Mr.

Wen Yongping; and the independent non-executive Directors are Mr. Fu Wenge, Mr. Wang Liyan and Mr. Li Xuan.