China Shengmu Organic Milk : Poll Results of the Annual General Meeting Held on 28 June 2017 and Changes of Directors

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.

中 國 聖 牧 有 機 奶 業 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

The Board is pleased to announce that all the ordinary resolutions as set out in the Notice were duly passed by the Shareholders by way of poll at the 2017 AGM.

In addition, with effect from the conclusion of the 2017 AGM:

1. As each of Mr. Wong Kun Kau and Mr. Yuan Qing did not offer himself for re-election at the 2017 AGM, Mr. Wong Kun Kau and Mr. Yuan Qing retired as an independent non-executive Directors. Mr. Wong will also cease to be the member of the Remuneration Committee and Nomination Committee of the Company, and Mr. Yuan Qing will also cease to be the member of the Nomination Committee.

2. Mr. Wang Liyan and Mr. Li Xuan were elected as new independent non-executive Directors.

References are made to the notice (the "Notice") of annual general meeting and the circular (the "Circular") of China Shengmu Organic Milk Limited (the "Company") both dated 29 May 2017. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those used in the Circular.

The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that all the ordinary resolutions as set out in the Notice were duly passed by the shareholders of the Company (the "Shareholders") by way of poll at the AGM held on 28 June 2017 (the "2017 AGM").

As at the date of the 2017 AGM, the total number of issued shares of the Company ("Shares") was 6,354,400,000, representing the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the 2017 AGM. None of the Shareholders were required to abstain from voting at the 2017 AGM under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). In addition, there were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the 2017 AGM as set out in Rule 13.40 of the Listing Rules.

Tricor Investor Services Limited, the Hong Kong branch share registrar of the Company, was appointed as the scrutineer at the 2017 AGM for the purpose of vote-taking.

Details of the poll results in respect of all the ordinary resolutions proposed at the 2017 AGM are set out as follows:

Note: The above table only provides a summary of the resolutions. The full text of these resolutions is set out in the Notice.

As more than 50% of the votes were cast in favour of each of the above resolutions, all of the above resolutions were duly passed as ordinary resolutions of the Company at the 2017 AGM.

The Board announces that as each of Mr. Wong Kun Kau and Mr. Yuan Qing did not offer himself for re-election at the 2017 AGM, Mr. Wong Kun Kau and Mr. Yuan Qing retired as the independent non-executive Directors with effect from the conclusion of the 2017 AGM. Mr. Wong Kun Kau will also cease to be the member of the remuneration committee (the "Remuneration Committee") and nomination committee (the "Nomination Committee") of the Company, and Mr. Yuan Qing will also cease to be the member of the Nomination Committee. Each

of Mr. Wong Kun Kau and Mr. Yuan Qing has confirmed that there is no disagreement with the Board and there is no matter in respect of his retirement as an independent non-executive Director that needs to be brought to the attention of the Shareholders or The Stock Exchange of Hong Kong Limited.

Pursuant to the terms of reference for the Nomination Committee and the Remuneration Committee respectively, unless otherwise determined by the Board, the minimum number of members of such committees shall each be three. As a result of the retirement of Mr. Wong Kun Kau and Mr. Yuan Qing as independent non-executive Directors at the 2017 AGM, the number of members of each of the Nomination Committee and the Remuneration Committee shall fall below the minimum. The Board is seeking to identify suitable candidate(s) to fill the vacancies in the Nomination Committee and Remuneration Committee within three months of 2017 AGM, as required by the terms of reference for the Nomination Committee and the Remuneration Committee and the Listing Rules, and will make further announcement(s) as and when appropriate.

The Board would like to express its gratitude to Mr. Wong Kun Kau and Mr. Yuan Qing for their valuable contribution to the Company during their tenure of service as independent non-executive Directors.

The Board announces that Mr. Wang Liyan and Mr. Li Xuan were elected as new independent non-executive Directors at the 2017 AGM.

Mr. Wang Liyan, aged 60, is currently a professor of the Department of Accounting of Guanghua School of Management in Peking University and a certified public accountant in the PRC. He obtained his doctor's degree from Peking University, and is a visiting scholar, a professor and doctorial advisor at the University of Hertfordshire in Britain, University of Dundee in Scotland and the Hong Kong University of Science and Technology. He has also been a visiting professor of Menlo College in California, US. He is currently a professor of Guanghua School of Management and the Director of the Research Center for International Accounting and Finance. His major research area lies in accounting information and corporate value, overseas listing, dual financial report and corporate governance system. He also serves as the chief editor of China Accounting Review and a member of the Advisory Group of China Accounting Standards Committee of the Ministry of Finance. Mr. Wang Liyan did not hold any directorships in any public listed companies in the last three years.

As at the date of this announcement, Mr. Wang Liyan did not have any interest in and did not hold any short positions in any Shares or underlying Shares in or any debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.