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(Incorporated in Hong Kong with limited liability)

(Stock Code 345) Website: http://www.vitasoy.com

CONNECTED TRANSACTIONS IN RELATION TOTHE ACQUISITION OF 15% EQUITY INTERESTS IN SHENZHEN VITASOY ANDTHE DISPOSAL OF 15% EQUITY INTERESTS IN FOSHAN VITASOYTHE ACQUISITION

The Board announces that on 28th July 2011, the Company acquired the Shenzhen Vitasoy Sale Interests through public auction held by Shenzhen United Property and Share Right Exchange in Shenzhen, PRC. Accordingly, on 28th July 2011, the Company entered into the Shenzhen Vitasoy Equity Transfer Agreement with Guangming, pursuant to which Guangming conditionally agreed to sell, and the Company conditionally agreed to purchase, the Shenzhen Vitasoy Sale Interests at the consideration of RMB61,860,000 (equivalent to approximately HK$74,232,000). Immediately after the completion of the Acquisition, the Company’s percentage equity interests in Shenzhen Vitasoy will be increased from 70% to 85%. In connection with the Acquisition, the Company also entered into the Shenzhen Vitasoy Joint Venture Agreement with Guangming on 28th July 2011 to govern their respective rights and obligations in Shenzhen Vitasoy.

Guangming is a substantial shareholder of Shenzhen Vitasoy and is therefore a connected person of the Company under the Listing Rules. Accordingly, the Acquisition and the transactions contemplated under the Shenzhen Vitasoy Joint Venture Agreement constitute connected transactions for the Company. As the applicable percentage ratios for the Acquisition exceed 0.1% but are less than 5%, the Acquisition is only subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement pursuant to Rule 14A.32 of the Listing Rules.

THE DISPOSAL

The Board would also like to announce that on 28th July 2011, Vitasoy China, a wholly-owned subsidiary of the Company, entered into the Foshan Vitasoy Equity Transfer Agreement with Guangming, pursuant to which Vitasoy China conditionally agreed to sell, and Guangming conditionally agreed to purchase, the Foshan Vitasoy Sale Interests at the consideration of RMB33,784,470 (equivalent to approximately HK$40,541,364). Immediately after the completion of the Disposal, the equity interests of Foshan Vitasoy will be held as to 85% by Vitasoy China and as to 15% by Guangming respectively. In connection with the Disposal,

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Vitasoy China also entered into the Foshan Vitasoy Joint Venture Agreement with Guangming on 28th July 2011 to govern their respective rights and obligations in Foshan Vitasoy.

The Disposal and the transactions contemplated under the Foshan Vitasoy Joint Venture Agreement constitute connected transactions for the Company. As the applicable percentage ratios for the Disposal exceed 0.1% but are less than 5%, the Disposal is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement pursuant to Rule 14A.32 of the Listing Rules.

A. THE ACQUISITION

The Board announces that on 28th July 2011, the Company acquired the Shenzhen Vitasoy Sale Interests through public auction held by Shenzhen United Property and Share Right Exchange in Shenzhen, PRC. Accordingly, on 28th July 2011, the Company entered into the Shenzhen Vitasoy Equity Transfer Agreement with Guangming, pursuant to which Guangming conditionally agreed to sell, and the Company conditionally agreed to purchase, the Shenzhen Vitasoy Sale Interests at the consideration of RMB61,860,000 (equivalent to approximately HK$74,232,000).

Immediately after the completion of the Acquisition, the Company’s percentage equity interests in Shenzhen Vitasoy will be increased from 70% to 85%.

Following completion of the Acquisition, Shenzhen Vitasoy will be accounted for as an 85%- owned subsidiary of the Company and its accounts will continue to be consolidated into the Group’s accounts.

B. SHENZHEN VITASOY EQUITY TRANSFER AGREEMENT

The principal terms of the Shenzhen Vitasoy Equity Transfer Agreement are set out below:-

1. Date: 28th July 2011

2. Parties:

Purchaser: the Company; and

Vendor: Guangming

3. Equity interest to be acquired by the Company:

15% equity interest in Shenzhen Vitasoy

4. Consideration:

The consideration for the Acquisition is RMB61,860,000 (equivalent to approximately HK$74,232,000), of which RMB20,000,000 (equivalent to approximately HK$24,000,000) has been paid by the Company as deposit on 11th July 2011. According to the Shenzhen Vitasoy Equity Transfer Agreement, the balance of the consideration of RMB41,860,000 (equivalent to approximately HK$50,232,000) is payable by the Company in cash within 5

Business Days after the execution of the Shenzhen Vitasoy Equity Transfer Agreement.

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The consideration for the Acquisition has been arrived at after taking into account the independent valuation of Shenzhen Vitasoy of RMB412,400,000 (equivalent to approximately HK$494,880,000) as at 31st March 2011 (being the valuation date) issued by the independent valuer, Shenzhen Dezhengxin Asset Valuation Co., Ltd..

Guangming contributed 30% of the total investment amount in Shenzhen Vitasoy at the consideration of RMB60,000,000 (equivalent to approximately HK$72,000,000) when it first acquired 30% equity interest in Shenzhen Vitasoy in 1995. Therefore, the cost paid by Guangming to acquire the Shenzhen Vitasoy Sale Interests is RMB30,000,000 (equivalent to approximately HK$36,000,000).

5. Conditions Precedent:

Completion of the Acquisition is subject to the fulfilment of the following conditions, among others:

(i) the relevant PRC government authorities having approved the Acquisition and

Shenzhen Vitasoy having adopted a new set of articles of association; and

(ii) the Board and the Shareholders (if applicable) having obtained all necessary approvals as required under the Listing Rules in connection with the entering into and performance by the Company of the terms of the Shenzhen Vitasoy Equity Transfer Agreement and the Shenzhen Vitasoy Joint Venture Agreement.

C. SHENZHEN VITASOY JOINT VENTURE AGREEMENT

Simultaneously with the execution of the Shenzhen Vitasoy Equity Transfer Agreement, the Company and Guangming also entered into the Shenzhen Vitasoy Joint Venture Agreement to govern their respective rights and obligations as shareholders in Shenzhen Vitasoy. The Shenzhen Vitasoy Joint Venture Agreement supersedes and replaces all previous joint venture agreements entered into between the Company and Guangming.

The principal terms of the Shenzhen Vitasoy Joint Venture Agreement are set out below:-

1. Date: 28th July 2011

2. Parties:

The Company and Guangming

3. Company: Shenzhen Vitasoy

4. Scope of business of Shenzhen Vitasoy:

Processing and production in soy products, dairy products, beans, milk, fruit and vegetable drinks, protein drinks, tea drinks, coffee drinks, beverage plants, drinking water; sale and packaging of raw materials and auxiliary food additives materials; wholesale, retail, agent commissioning, import and export of soy products, dairy products, soybean milk powder and related businesses.

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5. Investment amount and registered capital:

The total investment amount of Shenzhen Vitasoy is RMB200,000,000 (equivalent to approximately HK$240,000,000) which remains unchanged immediately before and after the signing of the Shenzhen Vitasoy Joint Venture Agreement. The registered capital of Shenzhen Vitasoy is RMB80,000,000 (equivalent to approximately HK$96,000,000), all of which has been fully paid up by the Company and Guangming. Based on the 85% equity interests held by the Company in Shenzhen Vitasoy after completion of the Acquisition, the maximum total investment amount to be contributed by the Company will be increased by RMB30,000,000 (equivalent to approximately HK$36,000,000), from RMB140,000,000 (equivalent to approximately HK$168,000,000) to RMB170,000,000 (equivalent to approximately HK$204,000,000).

6. Composition of the board of directors:

The board of directors of Shenzhen Vitasoy consists of eleven directors, of which two are appointed by Guangming and nine are appointed by the Company.

7. Term:

Subject to approval by the relevant PRC government authorities, the term of Shenzhen Vitasoy will expire on 4th March 2049, unless extended by agreement by the Company and Guangming.

D. INFORMATION ON THE GROUP, GUANGMING AND SHENZHEN VITASOY

The principal activities of the Group are the manufacture and distribution of food and beverages. The principal activities of Shenzhen Vitasoy are the manufacture and distribution of food and beverages.

Guangming is a PRC company and its principal business activities are the manufacture and sale of dairy products, development of biotechnology and high technological husbandry, tourism and industrial activities.

E. FINANCIAL INFORMATION ON SHENZHEN VITASOY

As at 31st December 2010, the audited net assets value of Shenzhen Vitasoy were RMB192,806,322 (equivalent to approximately HK$231,367,586). Based on the PRC audited accounts of Shenzhen Vitasoy for the two financial years ended 31st December 2010 and 31st December 2009 respectively prepared in accordance with the PRC GAAP, the profits before and after taxation for the financial year ended 31st December 2010 were RMB108,731,688 (equivalent to approximately HK$130,478,026) and RMB84,936,680 (equivalent to approximately HK$101,924,016) respectively, and the profits before and after taxation for the financial year ended 31st December 2009 were RMB111,331,448 (equivalent to approximately HK$133,597,738) and RMB89,712,547 (equivalent to approximately HK$107,655,056) respectively.

F. REASONS FOR AND BENEFITS OF THE ACQUISITION

The Board believes that the Acquisition will help further increase the Group’s interest in the soy food and beverage business in the PRC.

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The Acquisition is conducted in the ordinary and usual course of business of the Group and is on normal commercial terms. The Directors, including the independent non-executive Directors, consider that the terms of the Acquisition are fair and reasonable so far as the Shareholders are concerned and that the Acquisition is in the best interests of the Company and the Shareholders as a whole.

None of the Directors had material interests in the transactions contemplated under the Shenzhen Vitasoy Equity Transfer Agreement and therefore none of the Directors was required to abstain from voting on the resolutions of the Board to approve the Acquisition.

G. IMPLICATIONS UNDER THE LISTING RULES

Guangming is a substantial shareholder of Shenzhen Vitasoy and is therefore a connected person of the Company under the Listing Rules. Accordingly, the Acquisition and the transactions contemplated under the Shenzhen Vitasoy Joint Venture Agreement constitute connected transactions for the Company. As the applicable percentage ratios for the Acquisition exceed

0.1% but are less than 5%, the Acquisition is only subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement pursuant to

Rule 14A.32 of the Listing Rules.

H. THE DISPOSAL

The Board further announces that on 28th July 2011, Vitasoy China, a wholly-owned subsidiary of the Company, entered into the Foshan Vitasoy Equity Transfer Agreement with Guangming, pursuant to which Vitasoy China conditionally agreed to sell, and Guangming conditionally agreed to purchase, the Foshan Vitasoy Sale Interests at the consideration of RMB33,784,470 (equivalent to approximately HK$40,541,364).

Immediately after the completion of the Disposal, Vitasoy China’s percentage equity interests in

Foshan Vitasoy will be decreased from 100% to 85%.

Following completion of the Disposal, Foshan Vitasoy will be accounted for as an 85%-owned subsidiary of the Company and its accounts will continue to be consolidated into the Group’s accounts.

I. FOSHAN VITASOY EQUITY TRANSFER AGREEMENT

The principal terms of the Foshan Vitasoy Equity Transfer Agreement are set out below:-

1. Date: 28th July 2011

2. Parties:

Purchaser: Guangming; Vendor: Vitasoy China

3. Equity interest to be disposed by Vitasoy China:

15% equity interest in Foshan Vitasoy

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4. Consideration:

The consideration for the Disposal is RMB33,784,470 (equivalent to approximately HK$40,541,364), payable by Guangming to Vitasoy China in cash within 5 Business Days after the approval by the State Administration of Foreign Exchange of the outbound remittance by Guangming.

The consideration for the Dispoal has been determined after arm’s length negotiation between Vitasoy China and Guangming with reference to the registered capital of Foshan Vitasoy and the independent valuation of Foshan Vitasoy of RMB225,229,800 (equivalent to approximately HK$270,275,760) as at 31st March 2011 (being the valuation date) issued by the independent valuer, Shenzhen Dezhengxin Asset Valuation Co., Ltd..

5. Conditions Precedent:

Completion of the Disposal is subject to the fulfilment of the following conditions, among others:

(i) the relevant PRC government authorities having approved the Disposal and Foshan

Vitasoy having adopted a new set of articles of association; and

(ii) the board of directors and shareholders (if applicable) of Vitasoy China or its holding company having obtained all necessary approvals as required under the Listing Rules in connection with the entering into and performance by Vitasoy China of the terms of the Foshan Vitasoy Equity Transfer Agreement.

J. FOSHAN VITASOY JOINT VENTURE AGREEMENT

Simultaneously with the execution of the Foshan Vitasoy Equity Transfer Agreement, Vitasoy China and Guangming also entered into the Foshan Vitasoy Joint Venture Agreement to govern their respective rights and obligations as shareholders in Foshan Vitasoy.

The principal terms of the Foshan Vitasoy Joint Venture Agreement are set out below:-

1. Date: 28th July 2011

2. Parties:

Vitasoy China and Guangming

3. Company: Foshan Vitasoy

4. Scope of business of Foshan Vitasoy:

Processing and production in soy products, dairy products, beans, milk, fruit and vegetable drinks, protein drinks, tea drinks, coffee drinks, beverage plants, drinking water; sale and packaging of raw materials and auxiliary food additives materials; wholesale, retail, agent commissioning, import and export of soy products, dairy products, soybean milk powder and related businesses.

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5. Investment amount and registered capital:

The total investment amount of Foshan Vitasoy is RMB400,000,000 (equivalent to approximately HK$480,000,000) which remains unchanged immediately before and after the signing of the Foshan Vitasoy Joint Venture Agreement. The registered capital of Foshan Vitasoy is RMB200,000,000 (equivalent to approximately HK$240,000,000), all of which has been fully paid up by Vitasoy China. Based on the 85% equity interests held by the Group in Foshan Vitasoy after completion of the Disposal, the maximum total investment amount to be contributed by the Group will be decreased by RMB60,000,000 (equivalent to approximately HK$72,000,000), from RMB400,000,000 (equivalent to approximately HK$480,000,000) to RMB340,000,000 (equivalent to approximately HK$408,000,000).

6. Composition of the board of directors:

The board of directors of Foshan Vitasoy consists of eleven directors, of which two are appointed by Guangming and nine are appointed by Vitasoy China.

7. Term:

Subject to approval by the relevant PRC government authorities, the term of Foshan Vitasoy will expire on 4th March 2049, unless extended by agreement by Vitasoy China and Guangming.

K. INFORMATION ON VITASOY CHINA AND FOSHAN VITASOY

The principal activity of Vitasoy China is investment holding.

Foshan Vitasoy is a wholly foreign-owned enterprise established in the PRC in February 2010 and a wholly-owned subsidiary of Vitasoy China immediately prior to the signing of the Foshan Vitasoy Equity Transfer Agreement.

L. EFFECTS AND FINANCIAL IMPLICATIONS OF THE DISPOSAL

As at 31st December 2010, the audited net assets value of Foshan Vitasoy were RMB98,160,430 (equivalent to approximately HK$117,792,516). Based on the PRC audited accounts of Foshan Vitasoy for the period from 25th February 2010 (being the date when the business licence of Foshan Vitasoy was issued) to 31st December 2010 prepared in accordance with the GAAP in the PRC, the losses before and after taxation for such period were RMB1,841,620 (equivalent to approximately HK$2,209,944).

The gain arising from the Disposal is RMB4,206,210 (equivalent to approximately HK$5,047,452), which represents the difference between the consideration of RMB33,784,470 (equivalent to approximately HK$40,541,364) and the net assets value of the Foshan Vitasoy Sale Interests of RMB29,578,260 (equivalent to approximately HK$35,493,912), as set out in the asset and capital verification report of Foshan Vitasoy as at 31st March 2011 prepared in accordance with the GAAP in the PRC, and will be accounted for as an addition to the equity of the Group in the consolidated financial statements of the Company.

The sale proceeds from the Disposal will be applied as general working capital of the Company.

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M. REASONS FOR AND BENEFITS OF THE DISPOSAL

The Board considers that the Disposal is to maintain the same percentage shareholdings of Guangming and the Group in both Shenzhen Vitasoy and Foshan Vitasoy in Guangdong Province of the PRC and the Group would benefit from the participation of the same local partner in developing a unified business strategy in Guangdong Province of the PRC.

The Disposal is conducted in the ordinary and usual course of business of the Group and is on normal commercial terms. The Directors, including the independent non-executive Directors, consider that the terms of the Disposal are fair and reasonable so far as the Shareholders are concerned and that the Disposal is in the best interests of the Company and the Shareholders as a whole.

None of the Directors had material interests in the transactions contemplated under the Foshan Vitasoy Equity Transfer Agreement and therefore none of the Directors was required to abstain from voting on the resolutions of the Board to approve the Disposal.

N. IMPLICATIONS UNDER THE LISTING RULES

The Disposal and the transactions contemplated under the Foshan Vitasoy Joint Venture Agreement constitute connected transactions for the Company. As the applicable percentage ratios for the Disposal exceed 0.1% but are less than 5%, the Disposal is only subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement pursuant to Rule 14A.32 of the Listing Rules.

O. DEFINITIONS

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

“Acquisition” the acquisition of the Shenzhen Vitasoy Sale Interests as contemplated under the Shenzhen Vitasoy Equity Transfer Agreement;

“Board” the board of Directors of the Company;

“Business Day(s)” a day(s) which is not a Saturday, a Sunday or a public holiday in Hong

Kong on which banks in Hong Kong are generally open for business;

“Company” Vitasoy International Holdings Limited (