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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 2017 AGM NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting'') of China Shengmu Organic Milk Limited (the "Company") will be held at 10:00 a.m. on 28 June 2017 at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong for considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company: ORDINARY RESOLUTIONS

  1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and auditors for the year ended 31 December 2016.

  2. To re-appoint Ernst & Young as auditors of the Company and the board of directors of the Company (the "Board") be authorized to fix their remuneration.

  3. (a) To re-elect Mr. SHAO Gehuo as a non-executive Director.

    1. To re-elect Mr. ZHANG Jiawang as a non-executive Director.

    2. To re-elect Mr. FU Wenge as an independent non-executive Director.

    3. To re-elect Mr. WU Jianye as an executive Director.

    4. To re-elect Mr. CUI Guiyong as a non-executive Director.

    5. To re-elect Mr. SUN Qian as a non-executive Director.

    6. To elect Mr. WANG Liyan as a new independent non-executive Director.

    7. To elect Mr. LI Xuan as a new independent non-executive Director.

    8. To authorize the Board to fix the respective Directors' remuneration.

    9. "THAT:

      1. subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company (the "Shares")) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

      2. the Directors be and are hereby authorized during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares in the capital of the Company) during or after the end of the Relevant Period;

      3. the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution above, otherwise than pursuant to:

        1. a Rights Issue (as defined below);

        2. the exercise of the outstanding conversion rights attached to any convertible securities issued by the Company, which are convertible into Shares;

        3. the exercise of any options granted under the share option scheme(s) adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for Shares; or

        4. any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend in accordance with the articles of association of the Company (the "Articles") from time to time,

          5. shall not exceed 20% of the total number of issued Shares as at the date of passing this resolution and the said approval shall be limited accordingly; and

          "Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:

          1. the conclusion of the next annual general meeting of the Company;

          2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Articles to be held; or

          3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

          "Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange)."

        5. "THAT:

          1. subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, rules and regulations, be and is hereby, generally and unconditionally approved;

          2. the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;

          3. the total number of Shares to be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued Shares as at the date of passing this resolution and the said approval shall be limited accordingly; and

            "Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:

            1. the conclusion of the next annual general meeting of the Company;

            2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Articles to be held; or

            3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

            4. "THAT conditional upon the passing of the ordinary resolutions 7 and 8 as set out in this notice convening the Meeting (the "Notice"), the general mandate granted to the Directors pursuant to ordinary resolution 7 as set out in the Notice be and is hereby extended by the addition thereto of an amount representing the total number of shares repurchased by the Company under the authority granted pursuant to ordinary resolution 8 as set out in this Notice, provided that such amount shall not exceed 10% of the total number of issued Shares as at the date of passing this resolution."

              5. By Order of the Board

              China Shengmu Organic Milk Limited YAO Tongshan

              Chairman

              Hong Kong, 29 May 2017

            China Shengmu Organic Milk Ltd. published this content on 28 May 2017 and is solely responsible for the information contained herein.
            Distributed by Public, unedited and unaltered, on 28 May 2017 10:36:29 UTC.

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