40851-01A 1..7

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Yashili International Holdings Ltd

雅 士 利 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1230)

CHANGE OF DIRECTORS, COMPOSITION OF THE AUDIT COMMITTEE AND REMUNERATION COMMITTEE,

AUTHORIZED REPRESENTATIVE AND PROCESS AGENT

CHANGE OF DIRECTORS
The Yashili Board is pleased to announce that with effect from 27 April 2015 : (1) Mr. Jeffrey, Minfang Lu has been appointed as an executive Director;
(2) each of Mr. Qin Peng and Mr. Zhang Ping has been appointed as a non-executive Director; (3) Mr. Zhang Yanpeng has resigned as an executive Director; and
(4) Mr. Bai Ying has resigned as a non-executive Director.
The Yashili Board further announces that Mr. Zhang Lidian will not stand for re-election at the 2015
AGM and will retire as a non-executive Director after the conclusion of the 2015 AGM. Following Mr. Zhang Lidian's retirement, with effect from the conclusion of the 2015 AGM, Mr. Zhang Lidian will cease to be a non-executive Director and the vice-chairman of the Yashili Board.
CHANGES OF COMPOSITION OF AUDIT COMMITTEE AND REMUNERATION COMMITTEE
The Yashili Board further announces that:
(1) with effect from 27 April 2015, Mr. Wu Jingshui has ceased to be a member of the Audit
Committee and Mr. Zhang Ping has been appointed as a member of the Audit Committee; and
(2) with effect from the conclusion of the 2015 AGM, Mr. Zhang Lidian will cease to be a member of the Remuneration Committee and Mr. Lu will be appointed as a member of the Remuneration Committee.

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CHANGE OF AUTHORIZED REPRESENTATIVE AND PROCESS AGENT
The Yashili Board also wishes to announce that with effect from 27 April 2015 :
(1) Mr. Zhang Lidian and Mr. Zhang Likun ceased to be the Authorised Representative and the
Process Agent, respectively; and
(2) Mr. Lu and Mr. Li Dongming were appointed as the Authorised Representative and the Process
Agent, respectively.
Following the resignation of Mr. Zhang Yanpeng as an executive Director and Mr. Bai Ying as a non-executive Director and the appointment of Mr. Lu as an executive Director, Mr. Qin and Mr. Zhang Ping as non-executive Directors, the Company will not meet the requirement in relation to the number of independent non-executive Directors under Rule 3.10A of the Listing Rules. The Company will further review the structure, size and composition of the Yashili Board and consider making appropriate adjustment (if any) to the composition of the Yashili Board as soon as possible within three months from 27 April 2015, being the date of resignation of Mr. Zhang Yanpeng and Mr. Bai Ying, pursuant to Rule 3.11 of the Listing Rules. The Company will make further announcements as and when appropriate.

CHANGE OF DIRECTORS Appointment of Directors
Reference is made to the announcement jointly issued by China Mengniu Dairy Company Limited and Yashili International Holdings Ltd (the ''Company'') dated 31 October 2014 in relation to, amongst other things, the proposed issue of new shares under specific mandate by the Company (the ''Joint Announcement''). Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Joint Announcement.
As disclosed in the Joint Announcement, pursuant to the Subscription Agreement, Mengniu International agrees that, following the Completion, Danone Asia shall have the right to nominate at least a number of directors to the Yashili Board that is proportional to the sum of its direct shareholding percentage of the Company and its indirect shareholding percentage of the Company held through the Permitted Transferees. Mengniu International also agrees, and agrees to cause (i) each of its Associated Companies that hold or control any voting securities of the Company, and (ii) its and their respective representatives on the Yashili Board (subject always to their fiduciary duty as the directors of the Company (the ''Directors'')) to, support the nomination for appointment by Danone Asia of the Danone Director Nominees to the Yashili Board (including, without limitation, vote in favor of and cause such voting securities to be voted in favor of such nomination by Danone Asia). Completion took place on 12 February 2015.

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On 17 April 2015, Danone Asia notified the Yashili Board that Danone Asia recommends to appoint Mr. Jeffrey, Minfang Lu (''Mr. Lu'') as an executive Director and Mr. Qin Peng (''Mr. Qin'') as a non-executive Director. Having considered the skills, knowledge and experience of each of Mr. Lu and Mr. Qin, the Yashili Board considered that it will be in the best interests of the Company and the Yashili Shareholders as a whole to appoint Mr. Lu as an executive Director and Mr. Qin as a non- executive Director.
As such, the Yashili Board is pleased to announce that with effect from 27 April 2015, (1) Mr. Lu has been appointed as an executive Director; and (2) Mr. Qin has been appointed as a non-executive Director. In addition, the Yashili Board is also pleased to announce that with effect from 27 April
2015, Mr. Zhang Ping has been appointed as a non-executive Director.
The biographical details of Mr. Lu, Mr. Qin and Mr. Zhang Ping are set out below:
Mr. Jeffrey, Minfang Lu
Mr. Lu, aged 46, has been appointed as the chief executive officer of the Company (the ''CEO'') with effect from 7 January 2015 and has been appointed as the director of each of Yashili International Ltd., Yashili International Group Limited, Newou Hong Kong International Trading Co., Limited and Scient International Group Limited with effect from 27 April 2015. Mr. Lu is currently the non-executive chairman of Danone Early Life Nutrition Greater China, and has been with the Danone Group and Dumex Baby Food Co. Ltd. for over 10 years. During his tenure at the Danone Group, Mr. Lu demonstrated strong strategic business and market planning capabilities. With strong leadership, management skills and in-depth knowledge of markets, Mr. Lu contributed significantly to the success of the Danone Group's baby nutrition business in the People's Republic of China (''PRC''). Prior to joining the Danone Group, Mr. Lu spent 9 years with Johnson & Johnson (China) Company Limited. Mr. Lu has over 18 years of experience in sales and marketing and has been serving in general manager or executive level roles for over 6 years. He has an excellent grasp and the in-depth knowledge of the PRC market for pharmaceutical products and fast-moving consumer products. Mr. Lu obtained his bachelor of arts degree from Shanghai Fudan University.
Mr. Lu has not yet entered into a service contract with the Company, and his term as an executive Director is three years commencing from 27 April 2015. Mr. Lu is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Listing Rules and the Company's articles of association. Mr. Lu's remuneration will be determined by the remuneration committee of the Company (the ''Remuneration Committee'') with reference to his duties and contribution, the Company's performance and remuneration policy and prevailing market condition.
Save as disclosed above, Mr. Lu has no relationship with any director, senior management, substantial or controlling shareholders of the Company and did not hold any other directorships in any listed companies in the last three years. Other than being the CEO and an executive Director, Mr. Lu does

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not hold any other positions in the Company or any of its subsidiaries. As at the date of this announcement, Mr. Lu does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ''SFO'').
Mr. Qin Peng
Mr. Qin, aged 59, has been appointed as the Chairman of China of the Danone Group since 2007, and has a deep knowledge and understanding of international and Chinese business and culture. Mr. Qin joined the Danone Group in 1983 and spent his entire career with the Danone Group. Mr. Qin was appointed as the vice president of the China Operation of the Danone Group from 1997 to 2006 and as the vice president of the Corporate Development of the Danone Group in Asia Pacific from 1995 to
1996. Mr. Qin also worked as the general manager of Amoy Food Limited in Hong Kong from 1991 to
1994 and as the general manager of Guangzhou Danone Yoghurt Company from 1988 to 1990. Mr. Qin was in charge of marketing and sales in France when he joined the Danone Group and moved to Asia since 1988. Mr. Qin graduated from the Rene Descartes University with a bachelor degree and from the Institute of Political Sciences in Paris with a master degree.
Mr. Qin has not yet entered into a service contract with the Company, and his term as a non-executive Director is three years commencing from 27 April 2015. Mr. Qin is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Listing Rules and the Company's articles of association. The Company will not pay any remuneration to Mr. Qin during his appointment, subject to annual review of the Remuneration Committee.
Save as disclosed above, Mr. Qin has no relationship with any director, senior management, substantial or controlling shareholders of the Company and did not hold any other directorships in any listed companies in the last three years. Other than being a non-executive Director, Mr. Qin does not hold any other positions in the Company or any of its subsidiaries. As at the date of this announcement, Mr. Qin does not have any interest in shares of the Company within the meaning of Part XV of the SFO.
Mr. Zhang Ping
Mr. Zhang, aged 50, has joined the Mengniu Group as the vice president (finance) of Inner Mongolia Mengniu Dairy (Group) Company Limited since May 2014. With effect from 6 June 2014, Mr. Zhang has been appointed as the chief financial officer of China Mengniu Dairy Company Limited. Mr. Zhang has over 23 years of experience in the industry of fast-moving consumer goods, specializing in the management of operation, finance and audit as well as risk control. Mr. Zhang has served as the chief executive officer of Coca-Cola Bottlers Manufacturing Holdings Limited from December 2012 to April
2014. Mr. Zhang was the general manager of Swire Guangdong Coca-Cola Ltd. (''Swire Guangdong'')
and Xi'an BC Coca-Cola Beverages Ltd. from December 2010 to December 2012 and from November
2007 to December 2010, respectively. Mr. Zhang was the finance director of Swire BCD Co., Ltd. (formerly known as BC Development Company Limited) (''Swire BCD'') from August 2005 to November 2007, in charge of the finance and internal audit related affairs. Prior to that, Mr. Zhang also served as the finance director of Swire Guangdong from March 2002 to August 2005. Mr. Zhang joined Swire BCD as the project manager in November 1990. Mr. Zhang was later designated as the finance

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manager of Nanjing BC Foods Co., Ltd., a subsidiary of Swire BCD, in September 1993. In November
1995, Mr. Zhang was promoted as the deputy finance manager of Swire BCD, then as the manager of the internal audit and system accounting department in January 1998 and worked in this position until March 2002 before he joined Swire Guangdong. Mr. Zhang was a lecturer of accounting in Beijing Institute of Mechanical Industry Management from July 1986 to October 1990. Mr. Zhang obtained the master degree by completing the graduate courses in management engineering from Beijing Machinery Industry School in 1986, and Mr. Zhang graduated with a bachelor degree in mechanical engineering from Shenyang University of Technology (formerly known as Shenyang Electromechanics College) in
1984.
Mr. Zhang has not yet entered into a service contract with the Company, and his term as a non- executive Director is three years commencing from 27 April 2015. Mr. Zhang is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Listing Rules and the Company's articles of association. The Company will not pay any remuneration to Mr. Zhang during his appointment, subject to annual review of the Remuneration Committee.
Save as disclosed above, Mr. Zhang has no relationship with any director, senior management, substantial or controlling shareholders of the Company and did not hold any other directorships in any listed companies in the last three years. Other than being a non-executive Director and a member of the Audit Committee, Mr. Zhang does not hold any other positions in the Company or any of its subsidiaries. As at the date of this announcement, Mr. Zhang does not have any interest in shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there is no other information in respect of the appointment of Mr. Lu, Mr. Qin and Mr. Zhang Ping that is discloseable pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the shareholders of the Company in connection with the appointment of Mr. Lu, Mr. Qin and Mr. Zhang Ping.
Resignation of Directors
The Yashili Board hereby further announces that with effect from 27 April 2015 : (1) Mr. Zhang Yanpeng has resigned from his role as an executive director; and (2) Mr. Bai Ying has resigned from his role as a non-executive Director.
Each of Mr. Zhang Yanpeng and Mr. Bai Ying has tendered his resignation as he would like to devote more time to his other business commitments. Each of Mr. Zhang Yanpeng and Mr. Bai Ying has confirmed that (i) he has no disagreement with the Yashili Board; and (ii) there is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

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Retirement of Director
In addition, the Yashili Board further announces that after having served on the Board for around five years, Mr. Zhang Lidian would like to devote more time to his other business commitments and will not stand for re-election at the 2015 annual general meeting of the Company to be held on 5 June 2015 (the ''2015 AGM'') and will retire as a non-executive Director pursuant to Article 84 of the Company's articles of association after the conclusion of the 2015 AGM. Following Mr. Zhang Lidian's retirement, with effect from the conclusion of the 2015 AGM, Mr. Zhang Lidian will cease to be a non-executive Director, the vice-chairman of the Yashili Board and a member of the Remuneration Committee.
Mr. Zhang Lidian has confirmed that (i) he has no disagreement with the Yashili Board; and (ii) there is no matter in relation to his retirement that needs to be brought to the attention of the shareholders of the Company.
CHANGES OF COMPOSITION OF THE AUDIT COMMITTEE AND REMUNERATION COMMITTEE
The Yashili Board hereby further announces that:
(1) with effect from 27 April 2015, Mr. Wu Jingshui has ceased to be a member of the audit committee of the Company (the ''Audit Committee'') and Mr. Zhang Ping has been appointed as a member of the Audit Committee; and
(2) with effect from the conclusion of the 2015 AGM, Mr. Zhang Lidian will cease to be a member of the Remuneration Committee and Mr. Lu will be appointed as a member of the Remuneration Committee.
CHANGE OF AUTHORIZED REPRESENTATIVE AND PROCESS AGENT
The Yashili Board also wishes to announce that with effect from 27 April 2015 :
(1) Mr. Zhang Lidian and Mr. Zhang Likun ceased to be the authorised representative of the Company (the ''Authorised Representative'') under Rule 3.05 of the Listing Rules and the authorised representative of the Company for acceptance of service of process and notices in Hong Kong on its behalf (the ''Process Agent'') under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), respectively; and
(2) Mr. Lu and Mr. Li Dongming were appointed as the Authorised Representative and the Process
Agent, respectively.
The Yashili Board would like to express its sincere gratitude to Mr. Zhang Yanpeng, Mr. Bai Ying, Mr. Zhang Lidian and Mr. Zhang Likun for their valuable contribution to the Company during their tenure of office and also take this opportunity to welcome Mr. Lu, Mr. Qin, Mr. Zhang Ping and Mr. Li Dongming on their respective new appointments.

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Following the resignation of Mr. Zhang Yanpeng as an executive Director and Mr. Bai Ying as a non- executive Director and the appointment of Mr. Lu as an executive Director, Mr. Qin and Mr. Zhang Ping as non-executive Directors, the Company will not meet the requirement in relation to the number of independent non-executive Directors under Rule 3.10A of the Listing Rules. The Company will further review the structure, size and composition of the Yashili Board and consider making appropriate adjustment (if any) to the composition of the Yashili Board as soon as possible within three months from 27 April 2015, being the date of resignation of Mr. Zhang Yanpeng and Mr. Bai Ying, pursuant to Rule 3.11 of the Listing Rules. The Company will make further announcements as and when appropriate.
By order of the board of directors of Yashili International Holdings Ltd 雅士利國際控股有限公司
Sun Yiping
Chairman
Hong Kong, 27 April 2015

As at the date of this announcement, the board of directors of the Company comprises: Ms. Sun Yiping (Chairman), Mr. Zhang Lidian (Vice-Chairman), Mr. Qin Peng, Mr. Zhang Ping and Mr. Wu Jingshui as non-executive directors; Mr. Jeffrey, Minfang Lu and Mr. Li Dongming as executive directors; and Mr. Mok Wai Bun Ben, Mr. Cheng Shoutai and Mr. Lee Kong Wai Conway as independent non-executive directors.

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