China ZhongDi Dairy : FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 21 MAY 2021

CHINA ZHONGDI DAIRY HOLDINGS COMPANY LIMITED

中國中 地乳 業控 股有 限 公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1492)

Number of shares to which this form of proxy relates(Note 1)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON FRIDAY, 21 MAY 2021

I/We(Note 2)

of

being the registered holder(s) of share(s) in the issued share capital of CHINA ZHONGDI DAIRY HOLDINGS COMPANY LIMITED (the "Company"), hereby

appoint the CHAIRMAN OF THE MEETING(Note 3) or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "AGM") of the Company for the year 2020 to be held at the Conference Room, 10th Floor, Block A, Times Fortune Compound No. A6, Shuguang Xili, Chaoyang District, Beijing, the People's Republic of China on Friday, 21 May 2021 at 10:30 a.m. (and at any adjournment thereof).

Please tick ("") the appropriate boxes to indicate how you wish your vote(s) to be cast.(Note 4)

		ORDINARY RESOLUTIONS			FOR	AGAINST
1.		To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports
		of the directors and independent auditor for the year ended 31 December 2020.
2.(a)	To re-elect Mr. Zhang Jianshe as executive director of the Company.
2.(b)	To re-elect Mr. Pang Xin as executive director of the Company.
2.(c)	To re-elect Mr. Gao Zhanfeng as non-executive director of the Company.
2.(d)	To re-elect Ms. Liu Yanbin as non-executive director of the Company.
2.(e)	To re-elect Mr. Fu Zhenwen as non-executive director of the Company.
2.(f)	To re-elect Mr. Zhang Jianhua as non-executive director of the Company.
2.(g)	To re-elect Prof. Li Shengli as independent non-executive director of the Company.
2.(h)	To re-elect Dr. Zhang Shengli as independent non-executive director of the Company.
2.(i)	To re-elect Dr. Zhang Juying Jerry as independent non-executive director of the Company.
2.(j)	To authorize the board of directors of the Company to fix the respective directors' remuneration.
3.		To re-appoint Ernst & Young as auditors of the Company and to authorize the board of directors of the
		Company to fix their remuneration.
Date:			2021	Signature(s)(Note 5)

Notes:

1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3. If any proxy other than the Chairman of the AGM is preferred, please strike out the words "the CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy or, if holding two or more shares of the Company, more than one proxy (who must be an individual) to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company.
   On a show of hands, every shareholder of the Company who is present in person (or, in the case of a corporation, by its duly authorised representative) shall have one vote. In the case of a poll, every shareholder of the Company present in person or by proxy or, in the case of a shareholder of the Company being a corporation, by its duly authorised representative shall be entitled to one vote for each share held by him.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ("") THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ("") THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney or other person so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
7. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 10:30 a.m. on Wednesday, 19 May 2021) or any adjournment thereof. Please note that 19 May 2021 is not working day and Computershare Hong Kong Investor Services Limited's offices will not be open on this day for physical delivery of the form of proxy. To be effective, all forms of proxy must be lodged with Computershare Hong Kong Investor Services Limited before the deadline.
8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish and, in such event, the form of proxy shall be deemed to be revoked.
9. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the 'Purposes'). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.