Nongfu Spring : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SHAREHOLDERS' GENERAL MEETINGS

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

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）

PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES

FOR THE SHAREHOLDERS' GENERAL MEETINGS

The board of directors (the "Board") of Nongfu Spring Co., Ltd. (the "Company") hereby announces that, in accordance with the Company Law of the People's Republic of China and the regulatory requirements of The Hong Kong Securities Clearing Company, the Board resolved on March 25, 2021 to propose amendments to the existing articles of association of the Company (the "Articles of Association") and the rules of procedures for the shareholders' general meetings of the Company (the "Rules of Procedures for the Shareholders' General Meetings") in terms of the shareholders' capital contribution information upon the Company's establishment, shareholder proxies and procedures of general meetings (if applicable). The proposed amendments to the Articles of Association and the Rules of Procedures for the Shareholders' General Meetings will be submitted to the Company's general meeting for shareholders' review and approval.

Proposed Amendments to the Articles of Association

Particulars of the amendments to the Articles of Association are as follows:

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

ShareholdingPercentage

('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%

• 3 Hainan Yangpu Bochuang Investment Management Co., Ltd. (海南洋浦博 創投資管理有限公司)

  1,470 10%

• 4 Shanghai New Century High Technology Services Ltd.

  735 5%

• 5 Hainan Damen Advertising Co., Ltd.

  52.5 0.36%

  （海南大門廣告有限公司）

Total

14,700 100%

"

is amended as follows:

"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, the capital contribution is in the form of net assets and the capital 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 ('0,000 shares)Percentage

1 2

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%

3

Hainan Yangpu Bochuang Investment Management Co., Ltd. (海南洋浦博創投資管理有限公 司)

1,470 10%

4 5

Shanghai New Century High Technology Services Ltd. Hainan Damen Advertising Co., Ltd. （海南大門廣告有限公司）

735 5%

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 accordancewith the authorization from that shareholder:

• (I) the shareholder' s right to speak at the general meeting;

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

• (III) 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."

is amended as follows:

"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:

• (IV) the shareholder' s right to speak at the general meeting;

• (V) 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:

"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. "

is amended as follows:

"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 a director jointly elected by more than half of the directors shall convene the meeting on their behalf and act as the chairman of the meeting."

Proposed Amendments to the Rules of Procedures for the Shareholders' General Meetings

Particulars of the amendments to the the Rules of Procedures for the Shareholders' General Meetings are 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.

…"

is amended as follows:

"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 If the chairman of the Board fails or is unable to perform his or her duties, a director jointly elected by more than half of the directors shall convene the meeting on their behalf and act as the chairman of the meeting.

…"

The Articles of Association and the Rules of Procedures for the Shareholders' General Meetings are written in Chinese without an official English version. Therefore, anyEnglish translation is for reference only. In case of inconsistency, the Chinese version shall prevail.

A circular of the Company containing, among other things, detailed information of the above-mentioned amendments to the Articles of Association and the Rules of Procedures for the Shareholders' General Meetings will be dispatched to the shareholders of the Company in due course.

On behalf of the Board Nongfu Spring Co., Ltd.

Zhong Shanshan

Chairman

Hong Kong, March 25, 2021

As at the date of this announcement, the board of directors of the Company comprises Mr. Zhong Shanshan, Mr. Guo Zhen, Mr. Zhou Li, Ms. Zhou Zhenhua and Mr. Liao Yuan as executive directors; Mr. Zhong Shu Zi as a non-executive director; Mr. Stanley Yi Chang, Mr. Yang, Lei Bob and Mr. Lu Yuan as independent non- executive directors.