China Shengmu Organic Milk : NOTICE OF THE EGM

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CHINA SHENGMU ORGANIC MILK LIMITED

中 國 聖 牧 有 機 奶 業 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1432)

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the "EGM") of China Shengmu Organic Milk Limited (中國聖牧有機奶業有限公司) (the "Company") will be held at 2:00 p.m. on 27 March 2020 at Conference Room, 2/F, Shengmu Building, Shaerqin Industrial Park, Southern District of Ruyi Development New Zone, Tumotezuoqi, Hohhot, Inner Mongolia Autonomous Region, the PRC for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT
2. 1. the raw fresh milk supply framework agreement dated 30 December 2019 (the "Raw Fresh Milk Supply Framework Agreement") entered into by Inner Mongolia Shengmu High-tech Farming Co, Ltd (內蒙古聖牧高科牧業有限公司) ("Shengmu High-tech") (for itself and on behalf of the Company and its subsidiaries from time to time (the "Group")) and Inner Mongolia Mengniu Dairy (Group) Company Limited (內蒙古蒙牛乳業(集團)股份有限公司) ("Inner Mongolia Mengniu") (for itself and on behalf of China Mengniu Dairy Company Limited (中國蒙牛乳業有限公司) and its subsidiaries from time to time (the "China Mengniu Group")), in relation to the purchase of raw fresh milk by China Mengniu Group from the Group for a term of three years commencing from 1 January 2020 to 31 December 2022, the transactions contemplated under such agreement and the proposed annual caps for such transactions for the three years ending 31 December 2020, 2021 and 2022 be and are hereby approved, ratified and confirmed; and
   2. any one of the directors of the Company be and is/are hereby authorised to do all such acts or things and sign all documents necessary by him/her to be incidental to, ancillary to or in connection with the Raw Fresh Milk Supply Framework Agreement, the transactions contemplated under such agreement and the proposed annual caps for such transactions for the three years ending 31 December 2020, 2021 and 2022."
3. "THAT
4. 1. the financial assistance framework agreement dated 30 December 2019 (the "Financial Assistance Framework Agreement") entered into by Shengmu High-tech (for itself and on behalf of the Group) and Inner Mongolia Mengniu (for itself and on behalf of the China Mengniu Group), in relation to the provision of entrusted loans by the China Mengniu Group to the Group for a term of three years commencing from 1 January 2020 to 31 December 2022, the transactions contemplated under such agreement and the proposed annual caps for such transactions for the three years ending 31 December 2020, 2021 and 2022 be and are hereby approved, ratified and confirmed; and

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1. any one of the directors of the Company be and is/are hereby authorised to do all such acts or things and sign all documents necessary by him/her to be incidental to, ancillary to or in connection with the Financial Assistance Framework Agreement, the transactions contemplated under such agreement and the proposed annual caps for such transactions for the three years ending 31 December 2020, 2021 and 2022."

By Order of the Board

China Shengmu Organic Milk Limited

Shao Genhuo

Chairman

Hong Kong, 6 March 2020

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 director 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 EGM 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 EGM. 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/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised 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 54, 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 EGM 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 EGM or on a poll demanded at the EGM or any adjournment thereof in cases where the EGM 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 EGM, 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 EGM, 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 other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the registrar of members of the Company in respect of the joint holding.

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1. To ascertain shareholders' eligibility to attend and vote at this EGM, the register of members of the Company will be closed from 24 March 2020 to 27 March 2020, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending and voting at the EGM, 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 registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 23 March 2020.
2. A form of proxy for use at the EGM is enclosed.

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