Nongfu Spring : DECLARATION OF FINAL DIVIDEND GENERAL MANDATE TO ISSUE SHARES AMENDMENTS TO THE ARTICLES OF ASSOCIATION AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' GENERAL MEETINGS APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND RELEVANT AUTHORISATIONS TO THE BOARD PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR AND NOTICE OF ANNUAL GENERAL MEETING

April 27, 2021 at 06:03 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Nongfu Spring Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

NONGFU SPRING CO., LTD.

農夫山泉股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 9633)

DECLARATION OF FINAL DIVIDEND

GENERAL MANDATE TO ISSUE SHARES

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AMENDMENTS TO THE RULES OF PROCEDURES

FOR THE SHAREHOLDERS' GENERAL MEETINGS

APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL

INSTITUTIONS AND RELEVANT AUTHORISATIONS TO THE BOARD

PROVISION OF GUARANTEE IN FAVOUR OF

WHOLLY-OWNED SUBSIDIARIES

APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Nongfu Spring Co., Ltd. to be held at the Lecture Hall of the Company, 1/F, No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC on Friday, June 25, 2021 at 10:00 a.m. is set out on pages 14 to 16 of this circular. A form of proxy for the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to the (i) for holders of H Shares, the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; and (ii) for holders of Domestic Shares, the office of the Board of the Company, at No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

April 28, 2021

CONTENTS
	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
DECLARATION OF FINAL DIVIDEND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
GENERAL MANDATE TO ISSUE SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . .	5
AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS'
GENERAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL
INSTITUTIONS AND RELEVANT AUTHORISATIONS TO THE BOARD. . . . . . . . . .	6
PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES . .	7
APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR. . . . . . . . . . .	8
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
RESPONSIBILITY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	the Lecture Hall of the Company, 1/F, No.181 Geyazhuang,
	Xihu District, Hangzhou, Zhejiang, the PRC on Friday,
	June 25, 2021 at 10:00 a.m. or any adjournment thereof, the
	notice of which is set out on pages 14 to 16 of this circular
"Articles of Association"	the articles of association of the Company, as amended
	from time to time
"Board"	the board of Directors of the Company
"Company"	Nongfu Spring Co., Ltd. (農夫山泉股份有限公司), a joint
	stock company with limited liabilities established under
	the laws of the PRC on September 26, 1996
"Company Law"	Company Law of the People's Republic of China (中華人
	民共和國公司法)
"Director(s)"	director(s) of the Company
"Domestic Share(s)"	ordinary domestic shares in the share capital of the
	Company with a nominal value of RMB0.10 each, which
	are subscribed for in Renminbi
"General Mandate to Issue Shares"	a general mandate to be granted to the Board to allot, issue
	and deal with additional Domestic Shares and/or H Shares
	which, separately or jointly, of not more than 20% of the
	number of each of the existing issued Domestic Shares
	and/or H Shares on the date of the pass of relevant
	resolution, details of which are set out in the notice of the
	AGM
"Group"	the Company and its subsidiaries (or the Company and any
	one or more of its subsidiaries, as the content may require),
	or where the context so requires, in respect of the periods
	before the Company became the holding company of its
	present subsidiaries, such subsidiaries as if they were
	subsidiaries of the Company at the relevant time
"H Share(s)"	overseas listed foreign Shares in the share capital of the
	Company with a nominal value of RMB0.10 each, which
	are listed on the Main Board of the Stock Exchange and
	subscribed for and traded in Hong Kong dollars

- 1 -

DEFINITIONS

"HK$" or "HK dollars"

"Hong Kong" or "HK"

"Latest Practicable Date"

"Listing Rules"

"PRC"

"RMB" or "Renminbi"

"Rules of Procedures for the Shareholders' General Meetings"

"Securities and Futures Ordinance"

"Share(s)"

''Shareholder(s)''

"Stock Exchange"

"Supervisor(s)"

"Supervisory Committee"

"%"

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

April 19, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

Renminbi, the lawful currency of the PRC

the rules of procedures for the shareholders' general meetings of the Company, as amended from time to time

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

ordinary shares in the share capital of the Company with a nominal value of RMB0.10 each, including Domestic Share(s) and H Share(s)

holder(s) of the share(s) of the Company, including holders of Domestic Share(s) and H Share(s)

The Stock Exchange of Hong Kong Limited

member(s) of Supervisory Committee

the supervisory committee of the Company

percent

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LETTER FROM THE BOARD

NONGFU SPRING CO., LTD.

農夫山泉股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 9633)

Executive Directors:	Registered Office and Head Office:
Mr. Zhong Shanshan	No.181 Geyazhuang, Xihu District
Mr. Guo Zhen	Hangzhou, Zhejiang
Mr. Zhou Li	PRC
Ms. Zhou Zhenhua
Mr. Liao Yuan	Principal Place of Business in Hong Kong:
	Room F, 6/F, CNT Tower
Non-executive Director:	338 Hennessy Road
Mr. Zhong Shu Zi	Wan Chai
	Hong Kong
Independent Non-executive Directors:
Mr. Stanley Yi Chang
Mr. Yang, Lei Bob
Mr. Lu Yuan
	April 28, 2021
To the Shareholders
Dear Sir or Madam,

DECLARATION OF FINAL DIVIDEND

GENERAL MANDATE TO ISSUE SHARES

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AMENDMENTS TO THE RULES OF PROCEDURES

FOR THE SHAREHOLDERS' GENERAL MEETINGS

APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL

INSTITUTIONS AND RELEVANT AUTHORISATIONS TO THE BOARD

PROVISION OF GUARANTEE IN FAVOUR OF

WHOLLY-OWNED SUBSIDIARIES

APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you with information about, among other matters, (i) declaration of final dividend; (ii) General Mandate to Issue Shares; (iii) amendments to the Articles of Association; (iv) amendments to the Rules of Procedures for the Shareholders' General Meetings; (v) application for credit lines from banks and other financial institutions and relevant authorisations to the

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LETTER FROM THE BOARD

Board; (vi) provision of guarantee in favour of wholly-owned subsidiaries; and (vii) the appointment of shareholder representative Supervisor, to allow you to make an informed decision on voting in respect of the resolutions to be proposed at the AGM.

2. DECLARATION OF FINAL DIVIDEND

The Board recommended the payment of a final dividend of RMB0.17 per Share (tax inclusive) for the year ended December 31, 2020, which is subject the approval by the Shareholders at the AGM.

The final dividend, if approved by the Shareholders at the AGM, will be paid before Tuesday, August 31, 2021 to the Shareholders whose names appear on the register of members of the Company on Friday, July 2, 2021.

The register of members of the Company will be closed from Friday, July 2, 2021 to Wednesday, July 7, 2021 (both days inclusive), during which period no transfer of Shares can be registered. In order to qualify for the payment of final dividend, all transfers documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, June 30, 2021.

Relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as an ordinary resolution.

3. GENERAL MANDATE TO ISSUE SHARES

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, pursuant to the Listing Rules, approval is to be sought from the Shareholders for obtaining the General Mandate to Issue Shares and grant of the General Mandate to Issue Shares to the Board to exercise the powers of the Company to allot, issue and deal with additional Domestic Shares and/or H Shares which, separately or jointly, is not more than 20% of the number of each of the existing issued Domestic Shares and/or H Shares at the date of the passing of the relevant resolution. As at the Latest Practicable Date, there were 6,211,800,000 Domestic Shares and 5,034,666,400 H Shares in issue. Therefore, subject to the passing of the above special resolution and on the basis that no further Shares are issued after the Latest Practicable Date and up to the date of the AGM, a maximum of 1,242,360,000 Domestic Shares and/or 1,006,933,280 H Shares (representing 20% of the existing Domestic Shares and/or H Shares in issue respectively), can be separately or concurrently allotted, issued and/or dealt with by the Board pursuant to the general mandate to be granted by the Shareholders.

It is proposed at the AGM to authorize the Board to deal with matters relating to the change in the registered capital of the Company to reflect the number of Shares to be issued by the Company pursuant to this resolution, to make such appropriate and necessary amendments to the provisions of the Articles of Association relating to the shareholding structure and the registered capital (if applicable) after the issuance of Shares as they think fit and necessary, to fulfil relevant approval, registration and filing procedures pursuant to domestic and foreign legal requirements and to take any other action and complete any formality required to effect the issuance of Shares pursuant to this resolution.

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LETTER FROM THE BOARD

The General Mandate to Issue Shares will expire upon the earliest of: (i) the conclusion of the next annual general meeting following the passing of this resolution; (ii) the date of expiration of 12 months from the date of passing of the relevant resolution at the AGM; or (iii) the date on which the authority is revoked or varied by a special resolution of Shareholders at a general meeting.

Relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as a special resolution.

4. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated March 25, 2021 in relation to the proposed amendments to the Articles of Association.

In accordance with the Company Law and the regulatory requirements of The Hong Kong Securities Clearing Company, the Board resolved on March 25, 2021 to propose amendments to the Articles of Association in terms of Shareholders' capital contribution information upon the Company's establishment, Shareholder proxies and procedures of general meetings. Please refer to Appendix I of this circular for details of the relevant provisions involved in the amendments.

Relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as a special resolution.

5. AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' GENERAL MEETINGS

Reference is made to the announcement of the Company dated March 25, 2021 in relation to the proposed amendments to the Rules of Procedures for the Shareholders' General Meetings.

Pursuant to the Company Law, on March 25, 2021, the Board resolved to make amendments to the Rules of Procedures for the Shareholders' General Meetings regarding procedures of general meetings as follows:

Article 32, which originally reads as:

"The general meeting shall be convened by the Board, the chairman of which shall also act as the chairman of the meeting. If the chairman of the Board fails or is unable to perform his or her duties, the Board may appoint a director of the Company to convene the meeting and act as the chairman of the meeting. In the event that no chairman is appointed, the attending shareholders shall elect one person to act as the chairman of the meeting; if for any reason, the shareholders fail to elect a chairman of the general meeting, the shareholder (including his/her proxy) holding the largest number of voting shares among the attending shareholders shall be the chairman of the general meeting.

…"

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LETTER FROM THE BOARD

is amended as follows:

…"

Relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as an ordinary resolution.

6. APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND RELEVANT AUTHORISATIONS TO THE BOARD

The Group intends to apply for consolidated credit lines from banks and other financial institutions in order to meet the Group's production and operation and business development needs in 2021. It is expected that the consolidated credit lines will not exceed RMB13.8 billion in 2021, and within the scope of the lines, the Group intends to apply for working capital loans, project loans, trade financing, credit (pledge) loans, entrusted loans and other related businesses. For the above credit lines, the Company intends to pledge certain land, property or production equipment held by the Company and its wholly-owned subsidiaries, including Nongfu Spring Hangzhou Thousand-Island Lake Drinking Water Company Limited ("農夫山泉杭州千島湖飲用水有限公司"), Nongfu Spring Zhejiang Thousand-Island Lake Company Limited ("農夫山泉浙江千島湖有限公司"), Nongfu Spring (Chun'an Tea Garden) Company Limited ("農夫山泉（淳安茶園）有限公司"), Nongfu Spring (Jiande) Xin'an River Beverage Company Limited ("農夫山泉（建德）新安江飲料有限公司"), Nongfu Spring (Jiande) Xin'an River Drinking Water Company Limited ("農夫山泉（建德）新安江飲用水有限公司"）, Nongfu Spring Hubei DanJiangKou (Xincheng) Beverage Company Limited ("農夫山泉湖北丹江口（新城）飲料有限公司") and Nongfu Spring Guangdong Wanlv Lake Beverage Company Limited ("農夫山泉廣東萬綠湖有限公司") as security for the credit facilities and loans.

It is hereby proposed that the management of the Company be authorized by the AGM to have full authority to conduct specific business on behalf of the Company, including but not limited to signing various legal documents such as contracts and agreements relating to the granting of lines (including but not limited to credit, loans and financing), with an authorization period starting from the date of consideration and approval at the 2020 annual general meeting to the date of holding the 2021 annual general meeting of the Company. The consolidated credit lines can be used in a revolving manner during the authorization period. The Board and general meetings will not separately consider the individual credit and loan business.

The above consolidated credit lines are subject to certain agreements finally entered in with the relevant banks and financial institutions and the final amount may not be equal to the actual financing

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LETTER FROM THE BOARD

amount of the Company. The management of the Company will adjust the number of credit-granting financial institutions and the credit limits among such financial institutions according to the actual situation. The Company will actively secure credit resources from banks and other financial institutions in accordance with the principles of maximizing competition and appropriate adjustment. The specific use of lines will be based on the conditions to satisfy the needs of the Company and are most beneficial to the Company.

Relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as an ordinary resolution.

7. PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES

In order to meet the consolidated credit lines and financing needs of the Company and its wholly-owned subsidiaries, and to ensure the sustainable and stable development of the Group's production and operation, in conjunction with the actual implementation of the Company's guarantee in 2020 and the financing plan for 2021, it is estimated that the amount of guarantee (including but not limited to joint and several liability guarantee and mortgage guarantee) to be provided to the wholly-owned subsidiaries in 2021 shall not exceed RMB820 million. The specific amount is subject to the actual guarantee contract signed.

The above guarantee amount do not include guarantees that have not yet expired. It is hereby proposed that, within the scope of the above total guarantee amount, the chairman of the Company be authorized by the general meeting to decide, adjust and approve the specific guarantee amount for the wholly-owned subsidiaries in accordance with the actual situation, and the management of the Company be authorized to have full authority to go through relevant procedures on behalf of the Company within the above guarantee amount, including but not limited to signing relevant legal documents. The authorisation period is from the date of consideration and approval at the 2020 annual general meeting to the date of holding the 2021 annual general meeting. Such guarantee is subject to the consideration and approval of the Company's 2020 annual general meeting.

The above-mentioned entities guaranteed are limited to the Company's 100% wholly-owned subsidiaries, including Nongfu Spring Hangzhou Thousand-Island Lake Drinking Water Company Limited ("農夫山泉杭州千島湖飲用水有限公司"), Nongfu Spring Zhejiang Thousand-Island Lake Company Limited ("農夫山泉浙江千島湖有限公司"), Nongfu Spring (Chun'an Tea Garden) Company Limited ("農夫山泉（淳安茶園）有限公司"), Nongfu Spring (Jiande) Xin'an River Beverage Company Limited ("農夫山泉（建德）新安江飲料有限公司"), Nongfu Spring (Jiande) Xin'an River Drinking Water Company Limited（"農夫山泉（建德）新安江飲用水有限公司") and Nongfu Spring Guangdong Wanlv Lake Beverage Company Limited ("農夫山泉廣東萬綠湖有限公司").

The above guarantee amount of RMB820 million includes the guarantees provided by the Company for its wholly-owned subsidiaries and the guarantees provided between wholly-owned subsidiaries. The guarantees mentioned above include security, pledge, charge, lien and deposits as stipulated in the Civil Code of the People's Republic of China in the form of integrated credit facilities, loans, letters of credit and acceptance notes etc., and the determination of the guarantee period and guarantee conditions will depend on the financing needs of the guaranteed parties and will be subject to the signed guarantee contract.

Relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as an ordinary resolution.

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LETTER FROM THE BOARD

8. APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR

The Supervisory Committee has resolved to recommend the appointment of Mr. Zhong Jigang (鐘紀鋼) as the shareholder representative Supervisor on April 16, 2021. According to the relevant laws and regulations, regulatory rules and the Articles of Association, the above proposed appointment of Mr. Zhong Jigang as the shareholder representative Supervisor is subject to the approval by the Shareholders at the general meeting of the Company.

The biographical details of Mr. Zhong Jigang are as follows:

Mr. Zhong Jigang, aged 62, has served as the vice president of Yangshengtang Company Limited (養生堂有限公司) from February 2020. He served as the general manager of the Agricultural Product Business Department of the Company, deputy general manager and executive director of the Company from April 2015 to March 2020 and served as the production director, general manager and deputy general manager of the Company from January 2001 to November 2006. In addition, he served as the general manager of Zhejiang Nongfu Industrial Development Company Limited (浙江農夫實業發展有限公司) from June 2014 to April 2015 and the deputy general manager of Zhejiang Minghuang Natural Food Products Co., Ltd. (浙江茗皇天然食品開發股份有限公司) from August 2013 to June 2014. He was responsible for the management of Hangzhou Dingjin Food Co., Ltd. (杭州頂津食品有限公司) from March 1995 to July 1999 and was engaged in technical and management work of the steel pipe plant of the Steel Pipe Branch of Hangzhou Iron and Steel Factory (杭州鋼鐵廠鋼管分廠 ) from January 1982 to February 1995.

Mr. Zhong Jigang obtained a bachelor's degree in automation from the Central South Mining & Metallurgical College (中南礦冶學院) (subsequently renamed as the Central South University of Technology (中南工業大學), now known as the Central South University (中南大學)) in December 1981.

Save as disclosed above and as of the Latest Practicable Date, Mr. Zhong Jigang does not have any relationships with any Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company, or hold any other positions in the Company or any of its subsidiaries, or any other directorships in public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date.

As of the Latest Practicable Date, Mr. Zhong Jigang holds 5,598,030 H Shares, representing approximately 0.05% of the issued Shares of the Company. Save as disclosed above and as of the Latest Practicable Date, Mr. Zhong Jigang does not have or is deemed to have any interest or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance).

The Company will propose a resolution at the AGM to elect Mr. Zhong Jigang as the shareholder representative Supervisor and authorise the Board to enter into a service contract with him. Mr. Zhong Jigang will not receive remuneration (including bonus payments, subsidies, allowances, and social insurance) in his position as a shareholder representative Supervisor. According to the Articles of Association, the term of office of Mr. Zhong Jigang as shareholder representative Supervisor will commence from the date of approval on his appointment by the Shareholders and end on the date of expiry of the term of office of the seventh session of the Supervisory Committee, and he shall be eligible for re-election after the expiry of his term of office.

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LETTER FROM THE BOARD

Save as disclosed above and as of the Latest Practicable Date, the Supervisory Committee is not aware of any other matters in relation to the appointment of Mr. Zhong Jigang as Supervisor that need to be brought to the attention of the Shareholders, nor is there any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as an ordinary resolution.

9. ANNUAL GENERAL MEETING

A notice convening the AGM to be held at the Lecture Hall of the Company, 1/F, No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC on Friday, June 25, 2021 at 10:00 a.m. is set out on pages 14 to 16 of this circular.

A proxy form to be used at the AGM is also published on the website of the Stock Exchange (www.hkexnews.hk). Shareholders who intend to appoint a proxy to attend the AGM shall complete, sign and return the proxy form in accordance with the instructions printed thereon.

If you intend to attend the AGM by proxy, you are requested to complete the enclosed form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to (i) for holders of H Shares, the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; and (ii) for holders of Domestic Shares, the office of the Board of the Company, at No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

The register of members of the Company will be closed from Tuesday, June 22, 2021 to Friday, June 25, 2021 (both days inclusive), during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the AGM, all transfers documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, June 21, 2021.

10. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 72 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of AGM will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

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LETTER FROM THE BOARD

11. RECOMMENDATION

The Directors consider that the resolutions contained in the notice of the AGM are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

12. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other matters the omission of which would make any statement herein misleading.

Yours faithfully

By Order of the Board

Nongfu Spring Co., Ltd.

Zhong Shanshan

Chairman

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of the amendments to the Articles of Association are set out below.

Article 18, which originally reads as:

"Upon approval by the company licensing authority authorized by the State Council, the total number of ordinary shares that the Company issued on the date of the establishment is 147,000,000 shares, at the time of the change of organization form of the Company from limited liability company into joint stock company, the par value of shares was RMB1 each. Details of names and shareholdings of the Promoter and the percentages are as follows:

No.	Name of Promoter	Shareholding	Percentage
		('0,000 shares)
1	Yangshengtang Co., Ltd.	9,030	61.43%
2	Hainan Baoyi Agricultural Products
	Processing Co., Ltd.
	(海南寶益農副產品加工有限公司)	3,412.5	23.21%

Hainan Yangpu Bochuang Investment Management Co., Ltd.

(海南洋浦博創投資管理有限公司)1,47010%

Shanghai New Century High Technology

Services Ltd.

735

Hainan Damen Advertising Co., Ltd.

(海南大門廣告有限公司)	52.5		0.36%
Total	14,700	100%

- 11 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

is amended as follows:

contribution is made on April 28, 2001.At the time of the change of organization form of the Company from limited liability company into joint stock company, the par value of shares was RMB1 each. Details of names and shareholdings of the Promoter and the percentages are as follows:

No.	Name of Promoter	Shareholding	Percentage
		('0,000 shares)
1	Yangshengtang Co., Ltd.	9,030	61.43%

Hainan Baoyi Agricultural Products Processing Co., Ltd. (海南寶益農副產

品加工有限公司)

3,412.5

23.21%

Hainan Yangpu Bochuang Investment Management Co., Ltd. (海南洋浦博創

投資管理有限公司)

1,470

10%

Shanghai New Century High Technology

Services Ltd.

735

Hainan Damen Advertising Co., Ltd. (海

南大門廣告有限公司)	52.5		0.36%
Total	14,700	100%

Article 65, which originally reads as:

"Any shareholder entitled to attend and vote at a general meeting shall be entitled to appoint one or more persons (whether or not a shareholder) as his/her proxy to attend and vote on his/her behalf.

A proxy so appointed shall be entitled to exercise the following rights in accordance with the authorization from that shareholder:

the shareholder' s right to speak at the general meeting;

the right to demand, whether on his own or together with others, a poll;

to exercise the right to vote by a show of hands or by poll; however, if more than one proxy is appointed by a shareholder, such proxies shall only exercise the right to vote on a poll."

- 12 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

is amended as follows:

A proxy so appointed shall be entitled to exercise the following rights in accordance with the authorization from that shareholder:

the shareholder' s right to speak at the general meeting;

the right to demand, whether on his own or together with others, a poll;

to exercise the right to vote by a show of hands or by poll; however, if more than one proxy is appointed by a shareholder, such proxies shall only exercise the right to vote on a poll.

Where the shareholder is a recognised clearing house as defined by relevant regulations enacted by Hong Kong from time to time (or its nominee(s)), it may authorise such person or persons as it thinks fit to act as its representative(s) at any shareholders' meeting or any meeting of any class of shareholders provided that, if more than one person is so authorised, the authorisation form must specify the number and class of shares in respect of which each such person is so authorised. The person so authorised will be entitled to exercise the same power on behalf of the recognised clearing house as the clearing house or its nominee(s) could exercise if it were an individual shareholder of the Company, without presenting the shareholding certificate, notarized authorization and/or further evidence to prove that it is officially authorized."

Article 80, which originally reads as:

is amended as follows:

meeting on their behalf and act as the chairman of the meeting."

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

NONGFU SPRING CO., LTD.

農夫山泉股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 9633)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Nongfu Spring Co., Ltd (the "Company") will be held at No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the People's Republic of China (the "PRC") on Friday, June 25, 2021 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

To consider and if thought fit, approve the report of the board of directors (the "Board") of the Company for the year ended December 31, 2020.
To consider and if thought fit, approve the report of the supervisory committee of the Company for the year ended December 31, 2020.
To consider and if thought fit, approve the consolidated financial statements of the Company and its subsidiaries and the report of the auditor of the Company for the year ended December 31, 2020.
To consider and if thought fit, approve the re-appointment of Pan-China Certified Public Accountants LLP as the domestic auditor of the Company for the year ended December 31, 2021 and re-appointment of Ernst & Young as the overseas auditor of the Company for the year ended December 31, 2021 and to authorise the Board to fix their remunerations.
To consider and if thought fit, approve the payment of a final dividend for the year ended December 31, 2020 ("Final Dividend") of RMB0.17 per share (tax inclusive).
To consider and if thought fit, approve the amendments to the rules of procedures for the shareholders' general meetings of the Company.
To consider and if thought fit, approve the Company's application for credit lines from banks and other financial institutions and relevant authorisations to the Board.
To consider and if thought fit, approve the provision of guarantees for wholly-owned subsidiaries of the Company.
To consider and if thought fit, approve the appointment of Mr. Zhong Jigang as the shareholder representative supervisor of the Company.

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

10. To consider and if thought fit, approve the proposal to grant the general mandate to issue shares to the Board:

there being granted to the Board general mandate to issue, allot and deal with additional domestic shares of nominal value of RMB0.1 each in the share capital of the Company (the ''Domestic Shares'') and/or overseas-listed foreign invested shares of nominal value of RMB0.1 each in the share capital of the Company (the ''H Shares''), with the aggregate number of the Domestic Shares and/or the H Shares to be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board not exceeding 20% of the issued share capital of that class as at the date of passing of this resolution;
the Board be authorised to (including but not limited to the following):
1. increase the registered capital of the Company in accordance with the issue of the Domestic Shares and/or H Shares aforesaid, and attend to the relevant registration procedures with the relevant authorities in the PRC and Hong Kong;
2. make appropriate amendments to the relevant provisions in articles of association of the Company (the ''Articles of Association'') in relation to the registered capital of the Company and any other articles that require corresponding amendments so as to reflect the change in the registered capital and shareholding structure of the Company as a result of the allotment or issue of new shares and to submit the relevant amendments to the Articles of Association to the relevant authorities of the PRC and Hong Kong for approval and record (as the case may be);
3. approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares; and
4. the Board will only exercise its power under the above mandates in accordance with the Company Law of the PRC, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as may be amended from time to time) and other relevant laws and regulations of Hong Kong and the PRC, and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.
Authorisation period
The period of above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the date of passing of this authorization proposal as the special resolution at the AGM ends at the earliest of:
1. the conclusion of the next annual general meeting;

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

the date of expiration of 12 months from the date of passing of the relevant resolution at the AGM; or
the date on which the authority is revoked or varied by a special resolution of shareholders at a general meeting.

11. To consider and if thought fit, approve the amendments to the Articles of Association.

By Order of the Board

Nongfu Spring Co., Ltd.

Zhong Shanshan

Chairman

Hong Kong, April 28, 2021

Notes:

A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. With respect to any shareholder who has appointed more than one proxy, such proxies may only exercise their voting rights in a poll.
In the 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 the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
If you intend to attend the AGM by proxy, you are requested to complete the enclosed form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to (i) for holders of H Shares, the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; and (ii) for holders of Domestic Shares, the office of the Board of the Company, at No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.
For the purpose of determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, June 22, 2021 to Friday, June 25, 2021 (both days inclusive), during which period no transfer of shares can be registered. All transfers documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, June 21, 2021.
For the purpose of determining the entitlement of the shareholders to receive Final Dividend, the register of members of the Company will also be closed from Friday, July 2, 2021 to Wednesday, July 7, 2021 (both days inclusive), during which period no share transfers can be registered. All transfers documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, June 30, 2021.
A shareholder or his/her proxy should produce proof of identity when attending the AGM. Where a shareholder is a legal person, the legal representative of that shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the authorization documents of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
Shareholders who attend the AGM shall bear their own travelling and accommodation expenses.

- 16 -

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Nongfu Spring Co. Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 10:02:03 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:09:09 2024-04-25 am EDT			5-day change	1st Jan Change
44.8 ^HKD	+0.45%		+5.41%	-0.78%

Mar. 27	Nongfu Spring's Profit Increases 42% as Revenue Jumps	MT
Mar. 26	Nongfu Spring Co., Ltd. Announces Directorate Resignations	CI

Nongfu Spring's Profit Increases 42% as Revenue Jumps	Mar. 27	MT
Nongfu Spring Co., Ltd. Announces Directorate Resignations	Mar. 26	CI
Nongfu Spring Co., Ltd. Proposes Final Dividend for the Year Ended 31 December 2023, Payable on 28 August 2024	Mar. 26	CI
Nongfu Spring Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 26	CI
Nongfu Spring Co., Ltd. Announces Executive Changes	Jan. 26	CI
Jefferies Adjusts Nongfu Spring’s Price Target to HK$43.90 From HK$46.20, Keeps at Hold	Jan. 22	MT
Nongfu Spring to Build Industrial Base for 5 Billion Yuan	Jan. 03	MT
Founder of discount e-shopping firm PDD races up China's rich list	23-10-24	RE
Nongfu Spring's H1 Attributable Profit Increases 25% on Higher Revenue, Beats Estimates	23-08-29	MT
Nongfu Spring Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-29	CI
Nongfu Spring Co., Ltd. Approves Final Dividend for the Year Ended 31 December 2022, Payable on 30 August 2023	23-05-16	CI
Jefferies Adjusts Nongfu Spring’s Price Target to HK$46.20 From HK$45.70, Keeps at Hold	23-03-29	MT
Nongfu Spring's 2022 Attributable Profit Increases 19%	23-03-29	MT
Nongfu Spring's 2022 Net Profit Rose Due to Stronger Beverage Sales	23-03-28	DJ
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Nongfu Spring Co., Ltd. Proposes Final Dividend for the Year Ended December 31, 2022, Payable on August 30, 2023	23-03-28	CI
Nongfu Spring Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-28	CI
Bank Outlook, Economic Reports Roil Asian Stock Markets	23-03-27	MT
Nongfu Spring Co., Ltd. to Cease Zhou Zhenhua as Chief Financial Officer	23-03-03	CI
Nongfu Spring Co., Ltd. Announces Executive Resignations	23-03-03	CI
Growth Outlook, Tech Rally Push Hong Kong Shares Higher	23-02-09	MT
Spy Balloon Reignites US-China Tensions, Lowers Hong Kong Shares	23-02-06	MT
Nongfu Spring to Invest 1.1 Billion Yuan for New Production Base in China	23-01-18	MT
Recovery Outlook Drives Hong Kong Shares Higher	23-01-03	MT
Easing Pandemic Rules Send Hong Kong Shares Soaring	22-12-05	MT

	1st Jan change	Capi.
NONGFU SPRING CO., LTD.	-0.78%	64.04B
PRIMO WATER CORPORATION	+28.96%	3.01B
GOLDEN ALLY LIFETECH GROUP, INC.	-.--%	2B
JILIN QUANYANGQUAN CO., LTD.	-23.42%	787M
PT SARIGUNA PRIMATIRTA TBK	+30.99%	689M
PREMIUM WATER HOLDINGS,INC.	+3.38%	603M
NAQI WATER COMPANY	-8.27%	373M
PT AKASHA WIRA INTERNATIONAL TBK	-5.68%	331M
EMIRATES REFRESHMENTS	-11.00%	231M
PINAR SU VE ICECEK SANAYI VE TICARET	+86.41%	67.25M

Nongfu Spring Co., Ltd.

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9633

CNE100004272

Non-Alcoholic Beverages

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