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whole or any part of the contents of this announcement.

(Incorporated in Hong Kong with limited liability)

(Stock code: 345)

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Vitasoy International Holdings

Ltd. (the "Company") will be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place,
88 Queensway, Hong Kong on Tuesday, 28th August, 2012 at 3:00 p.m. for the following purposes:
1. To receive and adopt the audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31st March, 2012;
2. To approve the payment of a final dividend in respect of the year ended 31st March, 2012;
3. (a) To re-elect Dr. the Hon. Sir David Kwok-po LI as an Independent Non-executive Director; (b) To re-elect Mr. Jan P. S. ERLUND as an Independent Non-executive Director;
(c) To authorise the Board of Directors of the Company to fix the remuneration of the Directors;
4. To appoint Auditors and authorise the Directors to fix their remuneration;
5. As special business, to consider and, if thought fit, to pass with or without amendments, the following resolutions as Ordinary Resolutions:
A. "THAT there be granted to the Directors of the Company an unconditional general mandate to issue, allot and deal with additional shares of HK$0.25 each in the capital of the Company ("Shares"), and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
(a) such mandate shall not extend beyond the Relevant Period (as defined below) save that the Directors of the Company may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant
Period;
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(b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company; and (iii) an issue of Shares pursuant to the exercise of any options which may be granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares, shall not exceed the aggregate of (aa) 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution plus (bb) (if the Directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution), and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next AGM;
(ii) the expiration of the period within which the next AGM is required by the Articles of
Association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in General Meeting.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors of the Company made to holders of Shares on the Register of the Company on a fixed record date in proportion to their then holdings of Shares subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong."
B. "THAT there be granted to the Directors of the Company an unconditional general mandate to repurchase Shares, and THAT the exercise by the Directors of the Company of all powers of the Company to purchase Shares subject to and in accordance with all applicable laws, rules and regulations be and is hereby generally and unconditionally approved, subject to the following conditions:
(a) such mandate shall not extend beyond the Relevant Period (which shall have the same meaning for the purpose of this resolution, mutatis mutandis, as given in paragraph (c) of Resolution
5A set out in the Notice of AGM);
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(b) such mandate shall authorise the Directors of the Company to procure the Company to repurchase Shares at such prices as the Directors of the Company may at their discretion determine; and
(c) the aggregate nominal amount of Shares repurchased or agreed to be repurchased by the Company pursuant to paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution and the said approval shall be limited accordingly."
C. "THAT, conditional upon the passing of Resolutions 5A and 5B set out in the Notice of AGM, the aggregate nominal amount of the Shares which are repurchased by the Company pursuant to and in accordance with Resolution 5B set out in the Notice of AGM shall be added to the aggregate nominal amount of the Shares which may be allotted or agreed, conditionally or unconditionally, to be allotted by the Directors of the Company pursuant to and in accordance with Resolution 5A set out in the Notice of AGM".
D. "THAT the grant of options to subscribe for 2,822,000 Shares at an exercise price of HK$6.400 per Share to Mr. Winston Yau-lai LO, the Executive Chairman and substantial shareholder of the Company, subject to and in accordance with the terms of the share option scheme adopted by the Company on 4th September, 2002, be and is hereby approved; and THAT any Director or the Company Secretary of the Company be and is hereby authorised to do all such acts and execute all such documents as may be necessary or expedient to give full effect to such grant of options".
E. "THAT the new share option scheme of the Company ("New Share Option Scheme"), the terms of which are contained in the document marked "A" and produced to this meeting and for the purposes of identification signed by the Chairman thereof, be and is hereby approved and adopted, and with effect from the date of the New Share Option Scheme becoming unconditional and coming into effect, the Company's existing share option scheme adopted on 4th September, 2002 be cancelled and the Board of Directors of the Company (or any committee thereof) be and is hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, including but without limitation:
(a) to administer the New Share Option Scheme;
(b) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;
(c) to allot and issue from time to time such number of Shares as may fall to be issued pursuant to the exercise of the options granted under the New Share Option Scheme, provided always that such acts are done in compliance with the Articles of Association of the Company and
the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited;
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(d) to make application at the appropriate time or times to the Stock Exchange of Hong Kong Limited for listing of and permission to deal in any Shares which may hereafter from time to time fall to be issued pursuant to the exercise of the options granted under the New Share Option Scheme; and
(e) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme."
By Order of the Board Paggie Ah-hing TONG Company Secretary
Hong Kong, 19th July, 2012

Notes:

1. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.

2. 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 thereof, must be deposited with the Company Secretary at the Registered Office of the Company at No. 1 Kin Wong Street, Tuen Mun, New Territories, Hong Kong not less than 48 hours before the appointed time for holding the AGM or any adjournment hereof (as the case may be).

3. The register of members of the Company will be closed as follows:

(a) For the purpose of determining shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 24th August, 2012 to Tuesday, 28th August, 2012, both days inclusive. In order to qualify for the right to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 23rd August, 2012.

(b) For the purpose of determining shareholders who qualify for the final dividend, the register of members of the Company will be closed from Tuesday, 4th September, 2012 to Friday, 7th September, 2012, both days inclusive. In order to qualify for the final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Monday, 3rd September, 2012.

As at the date of this announcement, Mr. Winston Yau-lai Lo and Mr. Laurence P. Eisentrager are executive Director s. Ms. Myrna Mo-ching Lo and Ms. Yvonne Mo-ling Lo are non-executive Directors. Dr. the Hon. Sir David Kwok-po Li, Mr. Iain F. Bruce, Mr. Jan P. S. Erlund and Mr. Valiant Kin-piu Cheung are

independent non-executive Directors.

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