China Shengmu Organic Milk : PROXY FORM

(note b)

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)

PROXY FORM

Form of proxy for use at the extraordinary general meeting to be

held on 27 March 2020 (or at any adjournment thereof)

I/We (note a)

of

being the holder(s) of_ shares of HK$0.00001 each of China Shengmu Organic Milk Limited (the "Company") hereby appoint the Chairman of the extraordinary general meeting to be held on 27

March 2020 (the "Meeting") of the Company or (note c)

of

to act as my/our proxy at the Meeting to 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 and at any adjournment thereof and to vote on my/our behalf as directed below.

Please mark a mark ("√") in the appropriate boxes to indicate how you wish your vote(s) to be cast (note	d).
		ORDINARY RESOLUTIONS		FOR	AGAINST
(1)	(a)	To approve, ratify and confirm the raw fresh milk supply framework agreement dated 30
		December 2019 (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; and
	(b)	to authorise any one of the directors of the Company 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.
(2)	(a)	To approve, ratify and confirm the financial assistance framework agreement dated 30
		December 2019 (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; and
	(b)	to authorise any one of the directors of the Company 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.

Date:

Signature(s):

(notes e and f)

Notes:

1. Full name(s) and address(es) as to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words "the Chairman of extraordinary general meeting to be held on 27 March 2020 (the "Meeting") of the Company or" and insert the name and address of the person appointed proxy in the space provided.
4. If you wish to vote for a resolution set out above, please tick ("√") the box marked "For" against such resolution. If you wish to vote against a resolution, please tick ("√") the box marked "Against" against such resolution. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the Meeting.
5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
6. The form of proxy must be signed by a shareholder, or his attorney duly authorized in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorized.
7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the office of the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.
8. Any alteration made to this form should be initialled by the person who signs the form.
9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.