Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Lanzhou Zhuangyuan Pasture Co., Ltd.*, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 1533) TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF BOARD OF DIRECTORS FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF INDEPENDENT DIRECTORS FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF THE SUPERVISORY COMMITTEE FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE ANNUAL REPORT AND ITS HIGHLIGHTS OF THE COMPANY FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF INTERNAL CONTROL SELF-EVALUATION AND THE SELF-INSPECTION TABLE FOR THE IMPLEMENTATION OF THE INTERNAL CONTROL RULES FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE PROFIT DISTRIBUTION PLAN FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE SPECIAL REPORT OF THE OCCUPATION OF NON-OPERATING CAPITAL AND THE TRANSACTION OF OTHER RELATED FUNDS FOR 2020 OF LANZHOU ZHUANGYUAN PASTURE CO., LTD., TO CONSIDER THE RESOLUTION IN RELATION TO THE FINAL FINANCIAL REPORT FOR 2020 OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE FINANCIAL BUDGET FOR 2021 OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE APPLICATION TO BANKS OF THE LIMITS OF COMPOSITE CREDIT FACILITIES FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE PROJECTION OF THE GUARANTEE LIMIT OF THE COMPANY AND ITS HOLDING SUBSIDIARIES FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT, TO CONSIDER THE RESOLUTION IN RELATION TO THE REAPPOINTMENT OF THE AUDITOR OF THE COMPANY FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE, NOTICE OF AGM, NOTICE OF A SHAREHOLDERS’ CLASS MEETING AND NOTICE OF H SHAREHOLDERS’ CLASS MEETING

The Company will convene the AGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting at 2:30 p.m. on Tuesday, 29 June 2021 at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC. Notice of AGM, Notice of A Shareholders’ Class Meeting and Notice of H Shareholders’ Class Meeting are set out in this circular.

If you intend to appoint a proxy to attend the AGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to Union Registrars Limited and for holders of A Shares, the form of proxy should be returned to the Company’s head office in the PRC not less than 24 hours before the time fixed for holding the AGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting or at any other adjourned meeting should you so wish. * For identification purpose only 30 May 2021 CONTENTS

Page

DEFINITIONS ...... 1

LETTER FROM THE BOARD ...... 3

APPENDIX I — RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY ...... I-1

APPENDIX II — BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS UNDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD ...... II-1

BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS UNDER THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD ...... II-6

BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS UNDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE ...... II-10

NOTICE OF AGM ...... N-1

NOTICE OF A SHAREHOLDERS’ CLASS MEETING ...... N-6

NOTICE OF H SHAREHOLDERS’ CLASS MEETING ...... N-8

—i— DEFINITIONS

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

“AGM” the annual general meeting for 2020 or any adjourned meeting to be held by the Company at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC at 2:30 p.m. on Tuesday, 29 June 2021

“Articles” or the Articles of Association of the Company (as amended, “Articles of Association” modified or otherwise supplemented from time to time)

“A Shares” Renminbi-denominated ordinary share(s) of the Company of RMB1.00 each, all of which are issued in the PRC, subscribed in Renminbi and listed on the Shenzhen Stock Exchange (stock code: 002910)

“A Shareholders’ Class Meeting” the class meeting of A Shareholders or any adjourned meeting to be held at 3:00 p.m. on Tuesday, 29 June, 2021 at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC or immediately after the conclusion of the AGM or any adjournment thereof (whichever is the later)

“A Share Offering” the Company’s initial public offering of 46,840,000 A Shares listed on the Shenzhen Stock Exchange, which has been completed on 31 October 2017

“Board of Directors” or “Board” the board of directors of the Company

“Company” Lanzhou Zhuangyuan Pasture Co., Ltd.* (蘭州莊園牧場股份有限公司), a joint stock limited company incorporated in the PRC, whose H Shares are listed on the Hong Kong Stock Exchange

“Director(s)” director(s) of the Company

“Executive Director(s)” executive director(s) of the Company

“Group” the Company and its subsidiaries

* For identification purpose only

—1— DEFINITIONS

“H Shareholders’ Class Meeting” the class meeting of H Shareholders or any adjourned meeting to be held at 3:30 p.m. on Tuesday, 29 June, 2021 at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC or immediately after the conclusion of the A Shareholders’ Class Meeting or any adjournment thereof (whichever is the later)

“H Shares” overseas listed foreign shares in the Company’s share capital with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange

“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s Republic of China

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Independent Non-executive independent non-executive director(s) of the Company Director(s)” or “Independent Director(s)”

“Latest Practicable Date” 27 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

“Non-executive Director(s)” non-executive director(s) of the Company

“Notice of AGM” the notice convening the AGM

“Notice of A Shareholders’ Class the notice convening the A Shareholders’ Class Meeting Meeting”

“Notice of H Shareholders’ Class the notice convening the H Shareholders’ Class Meeting Meeting”

“PRC” or “China” the People’s Republic of China

“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” holder(s) of shares

“Shares” shares in the share capital of the Company, with a nominal value of RMB1.00 each, comprising the Company’s A Shares and H Shares

“Supervisor(s)” supervisor(s) of the Company

“Supervisory Committee” the board of supervisors of the Company

—2— LETTER FROM THE BOARD

Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 1533) Executive Directors: Registered office in the PRC: Mr. Ma Hongfu Sanjiaocheng Village Mr. Wang Guofu Sanjiaocheng Town Ms. Zhang Qianyu Yuzhong County Non-executive Director: Lanzhou, Gansu Mr. Yap Kean Chong PRC Independent Non-executive Directors: Principal place of business and Ms. Liu Zhijun head office in the PRC: Mr. Zhao Xinmin 25th-26th Floors, Block B Mr. Wong Cho Hang Stanley Shanghui Building of Gansu Province No. 601, Yanyuan Road Chengguan District Lanzhou City, Gansu Province PRC Principal place of business in Hong Kong: Unit 2703, 27/F Shui On Centre Nos. 6-8 Harbour Road Wanchai, Hong Kong 30 May 2021 To the Shareholders Dear Sir or Madam,

TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF BOARD OF DIRECTORS FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF INDEPENDENT DIRECTORS FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF THE SUPERVISORY COMMITTEE FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE ANNUAL REPORT AND ITS HIGHLIGHTS OF THE COMPANY FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF INTERNAL CONTROL SELF-EVALUATION AND THE SELF-INSPECTION TABLE FOR THE IMPLEMENTATION OF THE INTERNAL CONTROL RULES FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE PROFIT DISTRIBUTION PLAN FOR 2020, TO CONSIDER THE RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE SPECIAL REPORT OF THE OCCUPATION OF NON-OPERATING CAPITAL AND THE TRANSACTION OF OTHER RELATED FUNDS FOR 2020 OF LANZHOU ZHUANGYUAN PASTURE CO., LTD., TO CONSIDER THE RESOLUTION IN RELATION TO THE FINAL FINANCIAL REPORT FOR 2020 OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE FINANCIAL BUDGET FOR 2021 OF THE COMPANY, TO CONSIDER THE RESOLUTION IN RELATION TO THE APPLICATION TO BANKS OF THE LIMITS OF COMPOSITE CREDIT FACILITIES FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE PROJECTION OF THE GUARANTEE LIMIT OF THE COMPANY AND ITS HOLDING SUBSIDIARIES FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT, TO CONSIDER THE RESOLUTION IN RELATION TO THE REAPPOINTMENT OF THE AUDITOR OF THE COMPANY FOR 2021, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD, TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE, NOTICE OF AGM, NOTICE OF A SHAREHOLDERS’ CLASS MEETING AND NOTICE OF H SHAREHOLDERS’ CLASS MEETING

* For identification purpose only

—3— LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to give you the Notice of AGM and provide you with relevant information to enable you to make informed decision on whether to vote for or against the resolutions (among others) to be proposed at the meeting for the following issues, to be approved by way of ordinary resolutions:

Ordinary Resolutions

1. To Consider the Resolution in relation to the Report of the Board of Directors for 2020

2. To Consider the Resolution in relation to the Report of Independent Directors for 2020

3. To Consider the Resolution in relation to the Report of the Supervisory Committee for 2020

4. To Consider the Resolution in relation to the Annual Report and Its Highlights of the Company for 2020

5. To Consider the Resolution in relation to the Report of Internal Control Self-Evaluation and the Self-Inspection Table for the Implementation of the Internal Control Rules for 2020

6. To Consider the Resolution in relation to the Profit Distribution Plan for 2020

7. To Consider the Resolution in relation to the Special Report on the Deposit and Actual Use of 2020 Proceeds Raised of the Company

8. To Consider the Resolution in relation to the Special Report of the Occupation of Non-Operating Capital and the Transaction of Other Related Funds for 2020 of Lanzhou Zhuangyuan Pasture Co., Ltd.

9. To Consider the Resolution in relation to the Final Financial Report for 2020 of the Company

10. To Consider the Resolution in relation to the Financial Budget for 2021 of the Company

11. To Consider the Resolution in relation to the Application to Banks of the Limits of Composite Credit Facilities for 2021

12. To Consider the Resolution in relation to the Projection of the Guarantee Limit of the Company and Its Holding Subsidiaries for 2021

13. To Consider the Resolution in relation to the Purchase of Liability Insurance for Directors, Supervisors and Senior Management

14. To Consider the Resolution in relation to the Reappointment of the Auditor of the Company for 2021

—4— LETTER FROM THE BOARD

15. To Consider the Resolution in relation to the Election of Non-Independent Directors for the Fourth Session of the Board

15.1 Election of Mr. Yao Gexian as a Non-independent Director of the Fourth Session of the Board

15.2 Election of Mr. Lian Enzhong as a Non-independent Director of the Fourth Session of the Board

15.3 Election of Mr. Zhang Yu as a Non-independent Director of the Fourth Session of the Board

15.4 Election of Mr. Yang Yi as a Non-independent Director of the Fourth Session of the Board

15.5 Election of Mr. Ma Hongfu as a Non-independent Director of the Fourth Session of the Board

15.6 Election of Ms. Zhang Qianyu as a Non-independent Director of the Fourth Session of the Board

16. To Consider the Resolution in relation to the Election of Independent Directors for the Fourth Session of the Board

16.1 Election of Mr. Wang Haipeng as an Independent Director of the Fourth Session of the Board

16.2 Election of Mr. Xie Zhongkui as an Independent Director of the Fourth Session of the Board

16.3 Election of Mr. Sun Jian as an Independent Director of the Fourth Session of the Board

17. Resolution in relation to the Election of Non-Employee Representative Supervisors for the Fourth Session of the Supervisory

17.1 Election of Mr. Wang Fengming as a Non-employee Representative Supervisor of the Fourth Session of the Supervisory Committee

17.2 Election of Mr. Wang Xuefeng as a Non-employee Representative Supervisor of the Fourth Session of the Supervisory Committee

(1) TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF THE BOARD OF DIRECTORS FOR 2020

An ordinary resolution on the resolution in relation to the report of Board of Directors for 2020 will be proposed at the AGM. For details, please refer to the section headed “Directors’ Report” in the annual report of the Company dated 27 April 2021.

—5— LETTER FROM THE BOARD

(2) TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF INDEPENDENT DIRECTORS FOR 2020

An ordinary resolution on the resolution in relation to the report of Independent Directors for 2020 will be proposed at the AGM.

As Independent Directors of Lanzhou Zhuangyuan Pasture Co., Ltd. in 2020, they performed their duties carefully and diligently, actively participated in Board meetings, and carefully considered the resolutions according to applicable laws, regulations and normative documents, such as the Company Law, the Guiding Opinions on Establishing Independent Director System for Listed Companies《關於在上市公司建立獨立董事的指導意見》 ( ), the Code of Corporate Governance for Listed Companies, the Guidelines for the Standardized Operation of Companies Listed on the Small and Medium-Sized Enterprise Board issued by the Shenzhen Stock Exchange, as well as the Articles of Association and the Working System of Independent Directors of Lanzhou Zhuangyuan Pasture Co., Ltd. They conducted sufficient communication with senior management in respect of production and operation, financial management, related party transactions, significant guarantees, project investment, etc., and expressed independent opinions on major matters of the Company based on their professional knowledge and capabilities. They maintained their complete independence during daily work and safeguarded the interests of the Company and minority Shareholders effectively. Taking the opportunity of participation in the Board meetings and general meetings and at other time, they fully understood the Company’s production and operation through communication with senior management. During the preparation of annual reports of the Company, they communicated with the certified public accountant who conducts the annual audit to supervise the auditing and facilitated the auditing report to be prepared in time.

In 2020, the Company held 14 Board meetings and 3 general meetings in total. They had participated in all of Board meetings and delivered affirmative vote for relevant resolutions considered at each Board meeting and earnestly fulfilled their duties as Independent Directors. In addition, they fully understood the production and operation details of the Company in a timely manner and paid great attention to comprehensive development and growth of the Company. For details, please refer to the announcement of the Company dated 29 March 2021 in relation to the work report of the Independent Directors for 2020.

(3) TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF THE SUPERVISORY COMMITTEE FOR 2020

An ordinary resolution on the resolution in relation to the report of the Supervisory Committee for 2020 will be proposed at the AGM. For details, please refer to the section headed “Supervisory Committee’s Report” in the annual report of the Company dated 27 April 2021.

(4) TO CONSIDER THE RESOLUTION IN RELATION TO THE ANNUAL REPORT AND ITS HIGHLIGHTS OF THE COMPANY FOR 2020

An ordinary resolution on the resolution in relation to the annual report and its highlights of the Company for 2020 will be proposed at the AGM, details of which is set out in the Company’s annual report dated 27 April 2021.

—6— LETTER FROM THE BOARD

(5) TO CONSIDER THE RESOLUTION IN RELATION TO THE REPORT OF INTERNAL CONTROL SELF-EVALUATION AND THE SELF-INSPECTION TABLE FOR THE IMPLEMENTATION OF THE INTERNAL CONTROL RULES FOR 2020

In accordance with the relevant requirements of the Basic Standards for Enterprise Internal Control and its supporting guidelines, and other internal control regulatory requirements, together with the internal control system and assessment methods of the Lanzhou Zhuangyuan Pasture Co., Ltd., based on the daily supervision and special supervision of internal control, the Board believes that the Company has maintained the effective internal control in relation to the financial statements established in accordance with the standards of the Basic Standards for Enterprise Internal Control as at 31 December 2020.

For details, please refer to the announcement of the Company dated 29 March 2021 in relation to the self-valuation report of the internal control for 2020.

(6) TO CONSIDER THE RESOLUTION IN RELATION TO THE PROFIT DISTRIBUTION PLAN FOR 2020

An ordinary resolution on the resolution in relation to the profit distribution plan for 2020 will be proposed at the AGM.

According to the Articles, an ordinary resolution will be proposed at the AGM to approve the Company’s profit distribution plan. The Board proposed the distribution of a final dividend of RMB0.2 per 10 shares (tax inclusive) in cash in an aggregate amount of approximately RMB4,673,612.00 for the year ended 31 December 2020. Such dividend will be paid to holders of A Shares and domestic investors investing in H Shares through the Shenzhen—Hong Kong Stock Connect in Renminbi and to holders of H Shares in Hong Kong dollars. The actual amount of H Share dividend attributable to holders of H Shares to be distributed and paid in Hong Kong dollars is calculated according to the average benchmark exchange rate of Renminbi against Hong Kong dollars as published by the People’s Bank of China for the five business days preceding the date of the AGM. If the proposed profit distribution plan is approved at the AGM, the final dividend of H Shares will be paid to the Shareholders whose names are registered in the Company’s register of members on Tuesday, 13 July 2021. The Company expects to pay the dividend before Tuesday, 31 August 2021. The resolution in relation to the profit distribution plan for 2020 is subject to approval by the A Shareholders and the H Shareholders at the A Shareholders’ Class Meeting and H Shareholders’ Class Meeting by way of ordinary resolutions.

In order to determine the holders of shares who are entitled to receive the above-mentioned final dividend, the register of members of the Company will be closed from Thursday, 8 July 2021 to Tuesday, 13 July 2021, both days inclusive. To be eligible to receive the final dividend for the year ended 31 December 2020 (subject to the approval of the Shareholders), unregistered holders of H Shares of the Company shall lodge share transfer documents with the Company’s H Share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 7 July 2021.

—7— LETTER FROM THE BOARD

We hereby recommend Shareholders to authorize the Board to implement the above profit distribution plan, and recommend the Board to further grant its authority to the Company’s management for implementing all relevant matters relating to the above profit distribution plan, having obtained the above authority.

In accordance with the Enterprise Income Tax Law of the People’s Republic of China (中華人民共和國企業所得稅法) and its implementation regulations which came into effect on 1 January 2008, the Company is required to withhold and pay enterprise income tax at the rate of 10% on behalf of the non-resident enterprise shareholders whose names appear on the register of members of H Shares when distributing the cash dividends. Any H Shares not registered under the name of an individual Shareholder, including HKSCC Nominees Limited, other nominees, agents or trustees, or other organisations or groups, will be deemed as shares held by non-resident enterprise Shareholders. Therefore, enterprise income tax will be withheld from dividends payable to such Shareholders. If holders of H Shares intend to change its shareholder status, please enquire about the relevant procedures with your agents or trustees. The Company will strictly comply with the law or the requirements of the relevant government authority and withhold and pay enterprise income tax on behalf of the relevant Shareholders based on the register of members for H Shares as at the record date of the proposed final dividend.

In accordance with the “Circular on Certain Issues Concerning the Policies of Individual Income Tax” (Cai Shui Zi [1994] No.020)《關於個人所得稅若干政策問題的通知》 ( (財稅字[1994] 020號)) promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are, temporarily, exempted from the PRC individual income tax for dividend or bonuses received from foreign invested enterprises. In accordance with the “Letter of the State Administration of Taxation concerning Taxation Issues of Dividends Received by Foreign Individuals Holding Shares of Companies Listed in China” (Guo Shui Han Fa [1994] No. 440)《外籍個人持有 ( 中國境內上市公司股票所取得的股息有關稅收問題的函》(國稅函發[1994] 440號)) as promulgated by the State Administration of Taxation on 26 July 1994, dividends (capital bonuses) received by foreign individuals holding B Shares or overseas shares (including H Shares) from Chinese enterprises issuing such B Shares or overseas shares are temporarily exempted from individual income tax. Accordingly, the Company will not withhold and pay the individual income tax on behalf of individual Shareholders when the Company distributes the final dividend to individual Shareholders whose names appear on the register of members of H Shares of the Company.

The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the individual H Share Shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the individual H Share Shareholders or any disputes over the withholding mechanism or arrangements.

(7) TO CONSIDER THE RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

An ordinary resolution on the resolution in relation to the special report on the deposit and actual use of 2020 proceeds raised of the Company will be proposed at the AGM. The full text of such resolution is set out in Appendix I in this circular.

—8— LETTER FROM THE BOARD

(8) TO CONSIDER THE RESOLUTION IN RELATION TO THE SPECIAL REPORT OF THE OCCUPATION OF NON-OPERATING CAPITAL AND THE TRANSACTION OF OTHER RELATED FUNDS FOR 2020 OF LANZHOU ZHUANGYUAN PASTURE CO., LTD.

An ordinary resolution on the resolution in relation to the approval on the special report of the occupation of non-operating capital and the transaction of other related funds for 2020 of the Company will be proposed at the AGM.

On the basis of auditing the consolidated and Company balance sheet as at 31 December 2020, the consolidated and Company income statement, the consolidated and Company cash flow statement, the consolidated and Company statements of changes in shareholders’ equity for the year of 2020 and the corresponding notes to the financial statements of Lanzhou Zhuangyuan Pasture Co., Ltd., WUYIGE Certified Public Accountants LLP (Special General Partnership) conducted a special audit on the Summary Statement of Occupation of Non-operating Capital and Other Related Capital Transactions of the Listed Company in 2020《上市公司 ( 2020年度非經營性資金佔用及其他關聯資金往來情況匯總表》) (hereinafter referred to as the “Summary Statement”). It is the responsibility of the management of the Company to prepare and disclose the summary statement in accordance with the provisions of the Notice on Several Issues in respect of Regulating the Capital Transactions between Listed Companies and Related Parties and External Guarantees of Listed Companies《關於規範上市 ( 公司與關聯方資金往來及上市公司對外擔保若干問題的通知》)(Zhengjianfa [2003] No.56) issued by China Securities Regulatory Commission and State-owned Assets Supervision and Administration Commission of the State Council and provide true, legal and complete audit evidence. The responsibility of the audit agency is to issue special audit opinions on the summary statement on the basis of performing the audit work.

For details, please refer to the announcement of the Company dated 29 March 2021, in relation to a special audit report on the summary statement of occupation of non-operating capital and other related capital transactions; and the audited financial statements set out in the annual report of the Company.

(9) TO CONSIDER THE RESOLUTION IN RELATION TO THE FINAL FINANCIAL REPORT FOR 2020 OF THE COMPANY

An ordinary resolution on the resolution in relation to the final financial report for 2020 of the Company will be proposed at the AGM. For details of the financial reports for the year ended 31 December 2020, please refer to the financial statements set out in the Company’s annual report dated 27 April 2021.

The final financial report of the Company for the year ended 31 December 2020 was considered and approved by the Board on 29 March 2021 and is hereby proposed as ordinary resolution at the AGM for consideration and approval.

(10) TO CONSIDER THE RESOLUTION IN RELATION TO THE FINANCIAL BUDGET FOR 2021 OF THE COMPANY

An ordinary resolution on the resolution in relation to the financial budget for 2021 of the Company will be proposed at the AGM.

—9— LETTER FROM THE BOARD

Based on audited results of operations for 2020 and in accordance with consolidated financial statements caliber, Lanzhou Zhuangyuan Pasture Co., Ltd. prepared the 2021 comprehensive budget plan, through carefully analyzing and summarizing the implementation of the 2020 annual comprehensive budget with reference to the development characteristics and development cycle of the dairy industry, focusing on the Company’s development plan, marketing plan and production plan.

Basic Assumptions for Preparation of Budget

(I) there will be no material changes to the related current national and local laws, regulations and rules that the Company shall follow;

(II) there will be no material changes to the social and economic environments of the areas in which the Company operates and with which its businesses are involved;

(III) there will be no material changes to the situations, market conditions, market prices, and demand and supply relations of the main products and raw materials for the industry of the Company;

(IV) there will be no material changes to the main existing tax rates, exchange rates and interest rates for bank loans;

(V) there will be no material adverse impacts caused by other force majeure and unforeseeable factors.

Main Budget Goals for 2021

(I) Operating income: expected to change from 41.89% to 48.65% year over year.

(II) Net profit attributable to the owners of the parent company: expected to change from 397.44% to 473.97% year over year.

Primary Measures to Ensure the Achievement of Budget Goals

1. Carrying out budget goals, enhancing performance evaluation, and improving incentive mechanisms; 2. leveraging corporate resources, differentiation strategy, and optimizing marketing models and channels; 3. enhancing internal control and cost control analysis to improve overall operational and management efficiency of the Company.

Special note: As the above financial budget serves as the internal management control indicator of the Company’s 2021 annual operation plan, it does not represent the Company’s profit forecast or commitment for 2021. As the implementation of it depends on the actual operation conditions, the market situation of the dairy industry, etc., there are considerable uncertainties. Investors are advised to be cautious to risks.

For details, please refer to the announcement of the Company dated 29 March 2021, in relation to the 2021 financial budget report.

—10— LETTER FROM THE BOARD

(11) TO CONSIDER THE RESOLUTION IN RELATION TO THE APPLICATION TO BANKS OF THE LIMITS OF COMPOSITE CREDIT FACILITIES FOR 2021

An ordinary resolution on the resolution in relation to the application to banks of the limits of composite credit facilities for 2021 of the Company will be proposed at the AGM.

In order to fulfill the manufacturing and operating requirements of the Company, the Company proposed to apply to a bank for a composite credit facility not exceeding RMB1.5 billion after considering the capital arrangement of the Company. The types of credit facilities mainly include: investment loans for liquidity and fixed assets, domestic letter of credit, banker’s acceptance, bills discounting, non-financing letters of credit and factoring guarantee of buyers. The amount of composite credit facility set out above is subject to final actual amount approved by the bank. The specific financing amount will be determined in accordance with the actual operation needs of the Company. During the credit period, the amount of credit facility can be used on a revolving basis.

The Company authorized the legal representative of the Company or authorized agent appointed by the legal representative of the Company, with full power to execute various legal documents in relation to the aforesaid composite credit facility, including but not limited to application forms, contracts or agreement in relation to credit facility, loans and financing on behalf of the Company.

The above authorization shall commence on the date of approval by the annual general meeting for 2020 and end on the date of approval of a new resolution by the annual general meeting for 2021.

(12) TO CONSIDER THE RESOLUTION IN RELATION TO THE PROJECTION OF THE GUARANTEE LIMIT OF THE COMPANY AND ITS HOLDING SUBSIDIARIES FOR 2021

An ordinary resolution on the resolution in relation to the projection of the guarantee limit of the Company and its holding subsidiaries for 2021《關於 ( 2021年度公司及控股子公司擔保額度預計的議案》) will be proposed at the AGM.

In order to satisfy the daily liquidity requirements of the Company and its holding subsidiaries, the Company provides guarantees for certain subsidiaries including Xi’an Dongfang Dairy Industry Co., Ltd., Lanzhou Ruixing Dairy Farming Co., Ltd., Wuwei Ruida Pasture Co., Ltd. and Gansu Ruijia Dairy Farming Co., Ltd., within the scope of the consolidated statements with a total guaranteed amount of no more than RMB400 million, among which: providing a guaranteed amount of no more than RMB390 million for the guaranteed parties whose asset-liability ratio has not exceeded 70% and providing a guaranteed amount of no more than RMB10 million for the guaranteed parties whose asset-liability ratio has exceeded 70% as of 31 December 2020. The scope of guarantee includes but is not limited to applying for loans for fixed assets projects, working capital loans, bank acceptance bills, bill discounts, trade financing, letter of credit, letter of guarantee, financial leasing and other financing business, and the mode of guarantee includes but is not limited to joint and several liability guarantee, mortgage guarantee and others. The specific amount guaranteed by the Company for the aforesaid companies shall be distributed within the aforesaid amount according to the actual situation, the actual guarantee amount is determined based on the actual financing activities of each subsidiary, and the relevant guarantee matters are subject to the officially signed guarantee agreements. The authorized representative or his designated proxy is fully authorized to sign all legal documents within the guarantee amount on behalf of the Company. The above authorization shall commence on the date of approval by the annual general meeting for 2020 and end on the date of approval of a new resolution by the annual general meeting for 2021.

—11— LETTER FROM THE BOARD

(13) TO CONSIDER THE RESOLUTION IN RELATION TO THE PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

An ordinary resolution on the resolution in relation to the purchase of liability insurance for Directors, Supervisors and senior management《關於購買董監事及高級管理人員責任保險的議案》 ( ) will be proposed at the AGM.

In order to protect the rights and interests of the Company’s Directors, Supervisors and senior management, facilitate the relevant responsible persons to fully exercise their powers and perform their duties, mitigate the operational risks, and reduce the risks arising from and the losses caused by legal liabilities incurred in the performance of duties of the Company’s Directors, Supervisors and senior management, the Company intends to purchase liability insurance for Directors, Supervisors and senior management, and the Board of Directors of the Company are recommended to authorize the management to handle matters related to the purchase of liability insurance for Directors, Supervisors and senior management (including but not limited to identifying relevant responsible persons; identifying insurance companies; determining insurance amount, insurance premiums and other insurance terms; selecting and appointing insurance broker; signing relevant legal documents and dealing with other matters related to insurance, etc.), and to handle the matters related to renewal or re-insurance on or before the expiration of the liability insurance contract of Directors, Supervisors and senior management in the future.

(14) TO CONSIDER THE RESOLUTION IN RELATION TO THE REAPPOINTMENT OF THE AUDITOR OF THE COMPANY FOR 2021

An ordinary resolution on the Resolution in relation to the Reappointment of the Auditor of the Company for 2021 regarding the reappointment of WUYIGE Certified Public Accountants LLP as the auditor of the Company for 2021 and the grant of authority to the Board to determine its remuneration will be proposed at the AGM. The Board will then grant the authority to the management of the Company to determine the remuneration of the auditor for 2021 according to actual conditions.

(15) TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD

(16) TO CONSIDER THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD

As at the Latest Practicable Date, the third session of the Board of Directors consists of three Executive Directors, namely Mr. Ma Hongfu, Mr. Wang Guofu and Ms. Zhang Qianyu, one Non-executive Director, namely Mr. Yap Kean Chong, and three Independent Non-executive Directors, Ms. Liu Zhijun, Mr. Zhao Xinmin and Mr. Wong Cho Hang Stanley.

—12— LETTER FROM THE BOARD

As the term of the third session of the Board of Directors will expire after the conclusion of the 2020 annual general meeting, all Directors will retire from office. The Board of Directors will propose members of the new session (namely the fourth session) of the Board of Directors for election at the 2020 annual general meeting, and the term of office will be three years from the conclusion of the 2020 annual general meeting (i.e. 29 June 2021) to 28 June 2024. In this regard, the Resolution in relation to the Election of Non-independent Directors for the Fourth Session of the Board《關於選 ( 舉公司第四屆董事會非獨立董事的議案》) (resolution No. 15) will be proposed at the annual general meeting, at which Mr. Yao Gexian, Mr. Lian Enzhong, Mr. Zhang Yu, Mr. Yang Yi, Mr. Ma Hongfu and Ms. Zhang Qianyu are proposed to be elected as non-independent directors (i.e. Executive Directors) of the fourth session of the Board of Directors of the Company; the Resolution in relation to the Election of Independent Directors for the Fourth Session of the Board《關於選舉公司第四屆 ( 董事會獨立董事的議案》) (resolution No. 16) will be proposed at the annual general meeting, at which Mr. Wang Haipeng, Mr. Xie Zhongkui and Mr. Sun Jian are proposed to be elected as the independent directors of the fourth session of the Board of Directors of the Company. The Resolution in relation to the Election of Non-independent Directors for the Fourth Session of the Board《關於選舉公司第 ( 四屆董事會非獨立董事的議案》) and Resolution in relation to the Election of Independent Directors for the Fourth Session of the Board《關於選舉公司第四屆董事會獨立董事的議案》 ( ) shall be submitted to the general meeting of shareholders for voting by cumulative voting process on an item-by-item basis.

According to Rule 13.74 of the Listing Rules, the listed issuer shall disclose to their shareholders details of directors proposed for re-election and new directors proposed for election in the notice of the relevant general meeting or accompanying circular in accordance with the requirements of Rule 13.51(2) of the Listing Rules. Therefore, the biographical details of Mr. Yao Gexian, Mr. Lian Enzhong, Mr. Zhang Yu, Mr. Yang Yi, Mr. Ma Hongfu, Ms. Zhang Qianyu, Mr. Wang Haipeng, Mr. Xie Zhongkui and Mr. Sun Jian are set out in Appendix II of this circular.

In accordance with the objective criteria (including but not limited to gender, age, race, cultural and educational background, professional experience and knowledge) set out in the nomination policies and the board diversity policies of the Company, and taking full account of the benefits of diversity, the nomination committee (the “Nomination Committee”) has reviewed the re-election of directors through the following aspects: (a) evaluation of the experience of the proposed independent directors namely Mr. Wang Haipeng, Mr. Xie Zhongkui and Mr. Sun Jian; and (b) the evaluation of the independence of the alternate independent directors namely Mr. Wang Haipeng, Mr. Xie Zhongkui and Mr. Sun Jian, and consider whether they are still independent and whether they are suitable for relevant positions. After careful evaluation, the Nomination Committee believes that: (a) the professional experience and knowledge of the proposed independent directors is satisfactory and they will make an effective contribution to the operation of the Board of Directors; and b) based on the information available to the Nomination Committee and the confirmation of their independence of the proposed independent non-executive directors, the Nomination Committee is satisfied that Mr. Wang Haipeng, Mr. Xie Zhongkui and Mr. Sun Jian: i. comply with the requirements of independent non-executive directors stipulated in Rule 3.13 of the Listing Rules; and ii. are the parties of integrity and independent judgment. Therefore, the Nomination Committee has recommended to the Board of Directors, and the Board of Directors considers that Mr. Wang Haipeng, Mr. Xie Zhongkui and Mr. Sun Jian as independent directors in the best interests of the Company and the shareholders as a whole, and has resolved to propose the appointment of the proposed directors at the annual general meeting.

—13— LETTER FROM THE BOARD

The resolution for the election of Independent Directors shall be subject to the filing and review of candidates of Independent Director by Shenzhen Stock Exchange without objection before putting forward to the general meeting for voting.

(17) RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

As at the Latest Practicable Date, the third session of the Supervisory Committee is composed of Mr. Weilin, Ms. Du Wei and Mr. Sun Chuang.

As the term of the third session of the Supervisory Committee will expire after the end of the 2020 annual general meeting, all supervisors will retire from office. The Board of Directors will propose members of the new session (namely the fourth session) of the Supervisory Committee for election at the 2020 annual general meeting, and the term of office will be three years from the conclusion of the 2020 annual general meeting (i.e. 29 June 2021) to 28 June 2024. In this regard, the Resolution in relation to the Election of Non-employee Representative Supervisors for the Fourth Session of the Supervisory Committee《關於選舉公司第四屆監事會非職工代表監事的議案》 ( ) (resolution No. 17) will be proposed at the annual general meeting, at which Mr. Wang Fengming (王鳳鳴) and Mr. Wang Xuefeng (王學峰) are proposed to be elected as the non-employee representative supervisor of the fourth session of the Supervisory Committee. Two candidates for non-employee representative supervisors shall be submitted to the general meeting of shareholders for voting by cumulative voting process on an item-by-item basis. The employee representative supervisors will also be re-elected at the meeting of employee representatives of the Company. Upon the consideration and approval by the general meeting of shareholders, two candidates for non-employee representative supervisors will form the fourth session of the Supervisory Committee together with the employee representative supervisors elected by the meeting of employee representatives of the Company.

According to Rule 13.74 of the Listing Rules, the listed issuer shall disclose to their shareholders details of supervisors proposed for re-election and new supervisors proposed for election in the notice of the relevant general meeting or accompanying circular in accordance with the requirements of Rule 13.51(2) of the Listing Rules. Therefore, the biographical details of Mr. Wang Fengming (王鳳鳴) and and Mr. Wang Xuefeng (王學峰) are set out in Appendix II of this circular.

AGM AND CLASS MEETINGS

The Company will convene the AGM on Tuesday, 29 June 2021 at the Company’s head office in the PRC at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the PRC, to consider and, if thought fit, approve, inter alia, the matters as set out in the notice convening the AGM set out in pages N-1 to N-5 of this circular. The A Shareholders’ Class Meeting will be held immediately after the conclusion of the AGM, at the same place, and the H Shareholders’ Class Meeting will be held immediately after the conclusion of the A Shareholders’ Class Meeting, at the same place, to consider and, if thought fit, approve the proposed dividends. Notice of AGM, Notice of A Shareholders’ Class Meeting and Notice of H Shareholders’ Class Meeting are set out in this circular.

—14— LETTER FROM THE BOARD

In order to determine the holders of shares who are eligible to attend and vote at the AGM and H Shareholders’ Class Meeting, the register of members of the Company will be closed from Sunday, 30 May 2021 to Tuesday, 29 June 2021, both days inclusive. To be eligible to attend and vote at the AGM and H Shareholders’ Class Meeting, unregistered holders of H Shares of the Company shall lodge relevant share transfer documents with the Company’s H Share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Friday, 28 May 2021.

Shareholders who intend to appoint a proxy to attend the AGM and H Shareholders’ Class Meeting shall complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to Union Registrars Limited and for holders of A Shares, the form of proxy should be returned to the Company’s head office in the PRC in person or by post not less than 24 hours before the time fixed for holding the AGM or any adjourned meeting thereof.

VOTING BY POLL AT AGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders of a listed issuer at the issuer’s general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM, A shareholders’ Class Meeting and H Shareholders’ Class Meeting will therefore demand a poll for every resolution put to the vote at the AGM pursuant to Article 85 of the Articles.

RECOMMENDATION

The Board considers that all resolutions set out in the Notice of AGM, Notice of A Shareholders’ Class Meeting and Notice of H Shareholders’ Class Meeting for Shareholders’ consideration and approval are in the best interests of the Company and its Shareholders. As such, the Board recommends the Shareholders to vote in favour of the said resolutions set out in the Notice of AGM, Notice of A Shareholders’ Class Meeting and Notice of H Shareholders’ Class Meeting which are to be proposed at such meetings.

By order of the Board Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 Ma Hongfu Chairman of the Board

* For identification purpose only

—15— APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

Special Report on Actual Deposit and Use of the Proceeds during 2020 of Lanzhou Zhuangyuan Pasture Co., Ltd.*

All the directors of the Company undertake that the contents of this report are true, accurate and complete and there are no false records, misleading statements or material omissions.

Pursuant to relevant requirements such as the Provisions on the Report on the Use of the Proceeds Previously Raised (Zheng Jian Fa Xing Zi [2007] No. 500)《關於前次募集資金使用情況報 ( 告的規定》(證監發行字[2007]500號)) and, the Guidelines for the Supervision and Control of Listed Companies No. 2 — Regulation Requirements for the Management and Use of Proceeds of Listed Companies (Zheng Jian Hui Gong Gao [2012] No. 44)《上市公司監管指引第 ( 2號—上市公司募集資金管理和使用的監管要求》(證監會公告[2012]44號)) issued by the CSRC, and the Regulations on the Standardization Operation Guidelines for Listed Companies in Shenzhen Stock Exchange《深圳證券 ( 交易所上市公司規範運作指引》), No. 21 Information Disclosure Announcement Format for Listed Companies in Shenzhen Stock Exchange: Format of Special Report on Annual Actual Deposit and Use of the Proceeds of Listed Companies《深圳證券交易所上市公司信息披露公告格式第 ( 21號：上市公司募集資金年度存放與使用情況的專項報告格式》) issued by the Shenzhen Stock Exchange, the Board of Directors of Lanzhou Zhuangyuan Pasture Co., Ltd.* (hereinafter referred to as the “Company”) has prepared the Special Report on Actual Deposit and Use of the Proceeds as of 31 December 2020.

I. BASIC INFORMATION ON THE PROCEEDS

(I) Actual Proceeds Raised in Cash (after Deduction of the Issuance Expenses) and the Time of Receipt of Proceeds Raised

1. Basic Information of Proceeds Raised from Public of A Shares in 2017

As approved by the “Approval for the Issue of Shares of Lanzhou Zhuangyuan Pasture Co., Ltd.* (Zheng Jian Xu Ke [2017] No. 1779)”《關於核准蘭州莊園牧場股份有限公司首次公開發行股票的批 ( 復》(證監許可[2017]1779號)) issued by China Securities Regulatory Commission, the Company the public offering of 46,840,000 ordinary shares (A Shares) of RMB1.00 each at an issue price of RMB7.46 per share to the public. The total proceeds were RMB349,426,400 and after deducting underwriting expenses and sponsor’s fee, issuance registration fee and other transaction expenses of RMB39,922,700 in total, the net proceeds amounted to RMB309,503,700.

On 24 October 2017, KPMG Huazhen LLP has inspected the availability of the proceeds from the initial public offering of A Shares by the Company and issued KPMG Huazhen Yan Zi No. 1700634 capital verification report for verification and confirmation.

— I-1 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

2. Basic Information of Proceeds Raised from Non-public Issuance of A Shares in 2020

As approved by the “Approval for the Non-public Issuance of Shares of Lanzhou Zhuangyuan Pasture Co., Ltd.* (Zheng Jian Xu Ke [2020] No. 1864)”《關於核准蘭州莊園牧場股份有限公司非公 ( 開發行股票的批復》(證監許可[2020]1864號)) issued by China Securities Regulatory Commission, the Company carried out the non-public offering of not exceeding 43,000,000 ordinary shares (A Shares) of RMB1.00 each at an issue price of RMB8.78 per share to the specific investors. The total proceeds were RMB377,540,000 and after deducting underwriting expenses and sponsor’s fee, issuance registration fee and other transaction expenses of RMB8,661,200 in total, the net proceeds amounted to RMB368,878,800.

On 30 November 2020, WUYIGE Certified Public Accountants LLP. has inspected the availability of the proceeds from the non-public offering of A Shares by the Company and issued WUYIGE Yan Zi [2020] No. 35-00010 capital verification report for verification and confirmation.

(II) Amount Used in Prior Years, Amount Used during the Year and Current Balance

1. Use of Proceeds Raised from Public Issuance of A Shares in 2017

In 2020, the Company had used the proceeds raised from public issuance of A Shares of RMB57,248,130.25, supplementary liquidity of RMB50,000,000, and the interest income of the raised funds in special account after deducting handling fees in amount of RMB119,843.64. The Company has used A-share proceeds of RMB260,648,130.25, the accumulated interest income of the raised funds deducted the net handling fee in amount of RMB1,474,040.64, the accumulated supplementary liquidity of RMB250,000,000, and has recovered the supplementary liquidity of RMB200,000,000. The balance of unused raised funds was RMB50,329,610.39 (including the amount of temporarily supplemented liquidity of RMB50,000,000).

2. Use of Proceeds Raised from Non-public Issuance of A Shares in 2020

On 28 December 2020, The “Resolution on Using Proceeds from Non-Public Issuance of Shares to Replace Self-raised Funds That Have Been Invested in Fund-raising Projects in Advance《關於使 ( 用非公開發行股票募集資金置換預先已投入募投項目自籌資金的議案》)” was considered and passed at the 45th meeting of the third session of the Board of Directors and the 30th meeting of the third session of the Supervisory Committee of the Company, which agreed to use proceeds from non-public issuance of A Shares in 2020 to equally replace self-raised funds that have been invested in fund-raising projects in advance in amount of RMB100,708,317.44.

— I-2 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

The Company has disclosed the Preplan for Non-public Issuance of A Shares (Revised Draft)《非公開發行 ( A股股票預案（修訂稿）》), the investment projects funded by the proceeds from non-public issuance of shares in 2020 and the plan for the use of raised funds are as follows:

Total Proceeds to be investment invested (RMB in ten (RMB in ten No. Project name thousand) thousand) 1 Recycling Industrial Park Project of a Dairy Farm with 49,834.57 34,000.00 10,000 Dairy Cows in Jinchuan District 2 Repayment of bank loans 4,000.00 4,000.00 Total 53,834.57 38,000.00

On 28 December 2020, the “Resolution on the Use of Partial Idle Proceeds From Non-public Issuance as Temporary Liquid Funds《關於使用非公開發行部分閒置募集資金暫時補充流動資金的 ( 議案》)” was considered and passed at the 45th meeting of the third session of the Board of Directors and the 30th meeting of the third session of the Supervisory Committee of the Company, which agreed that the idle proceeds of no more than RMB100 million would be used by the Company as temporary liquid funds for a term of not exceeding 12 months from the date of adoption of the resolution by the Board.

In 2020, the Company used proceeds of RMB100,708,317.44 to replace funds that have been invested in fund-raising projects in advance, repayment of bank loans in amount of RMB40,000,000, temporarily supplemented liquidity of RMB100,000,000, and the current interest income of the raised funds in special account after deducting handling fees in amount of RMB74,434.70. The Company has accumulatively used proceeds from non-public issuance of A Shares in amount of RMB240,708,317.44, the interest income of the accumulated raised funds deducted the net handling fee in amount of RMB74,434.70, and the balance of unused raised funds was RMB228,244,904.05 (including the amount of temporary supplementary liquidity of RMB100,000,000).

— I-3 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

II. MANAGEMENT OF RAISED FUNDS

In order to regulate the management and use of raised funds and to protect the interests of investors, with reference to the Articles of Association and the actual situation of the Company, the Company formulated the “Management System for the Use of Raised Fund of Lanzhou Zhuangyuan Pasture Co., Ltd.(《蘭州莊園牧場股份有限公司募集資金使用管理制度》)” (hereinafter referred to as “Administrative Measures”) in accordance with the relevant provisions of laws and regulations, such as “Administrative Measures for Securities Issuance and Listing Sponsorship Business《證券發行上 ( 市保薦業務管理辦法》)”, “Listed Companies Supervision Guidelines No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies《上市公司監管指引第 ( 2號——上市公司募集資金管理和使用的監管要求》)”, “Share Listing Rules of Shenzhen Stock Exchange《深 ( 圳證券交易所股票上市規則》)”, “the Standardized Operation Guidelines for Listed Companies of Shenzhen Stock Exchange《深圳證券交易所上市公司規範運作指引》 ( )”. According to the Administrative Measures, the Company implemented special account placement for raised funds, it opened a special account for raised funds in a bank, and signed the Tripartite Supervision Agreement on Raised Funds with the sponsor China Dragon Securities Co., Ltd. and the commercial banks where the raised funds deposited. There is no major difference between the main content of these agreements and the Tripartite Supervision Agreement on Raised Funds (Model) of the Shenzhen Stock Exchange. The Company and each party to the agreement have fulfilled their rights and obligations in accordance with the relevant terms of the agreement.

(I) Deposit and Management of Funds Raised From the Public Issuance of A Shares in 2017

After the funds raised from the public issuance of A Shares are in place, the Company opened four special accounts for raised funds, among which account 1, account 2, and account 3 (the account numbers in this report are all referred to in the table below) are used for the placement and use of funds raised from “The Construction Project of Cultivation of 10,000 Imported Good Dairy Cows”. Account 4 is used for the placement and use of funds raised from “construction project of milk vending machines and ancillary facilities”.

The “Resolution on Increasing the Registered Capital of Wholly Owned Subsidiary( 《關於向全資子公司增加註冊資本的議案》)” was considered and passed by the Company at the 33th meeting of the third session of the Board of Directors convened on 5 March 2020, which authorized the Company to increase the registered capital of the wholly-owned subsidiary Gansu Ruijia Farming Co., Ltd. (hereinafter referred to as “ Ruijia Farming”) with its own funds and proceeds from initial public offering of A Shares at a total amount of RMB170 million, of which RMB107,485,478 (including interest income) was funded by proceeds from the public issuance of A Shares. On 10 March 2020, the “Resolution on Opening Special Accounts for Raised Funds《關於開設募集資金專 ( 項帳戶的議案》)” was considered and passed by the Company at the 34th meeting of the third session of the Board of Directors, pursuant to which Ruijia Farming opened a special account (Account no. 8210000110120100084325) (Account 5) for raised funds in China Zheshang Bank Co., LTD, Lanzhou East Branch. Such special account is specially used for the placement and use of funds raised from the Recycling Industrial Park Project of a Dairy Farm with 10,000 Dairy Cows in Jinchuan District. The Company (including Ruijia Farming), China Zheshang Bank Co., LTD, Lanzhou East Branch (浙商銀行股份有限公司蘭州東部支行) and China Dragon Securities Co., LTD (華龍證券股份有限公

— I-4 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

司), the continuous supervision institution (hereinafter referred to as “China Dragon Securities”) entered into the Tripartite Agreement on Supervision of Proceeds. On 7 April 2020, the Company published Announcement on Entering into the Tripartite Agreement on Supervision of Proceeds from Lanzhou Zhuangyuan Pasture Co., Ltd. (Announcement No.:2020-030).

As at 31 December 2020, balance of the special account for the proceeds raised from the Company’s public issuance of A Shares was RMB329,610.39, breakdown of which was set forth below:

Unit: RMB

Account Number of Bank for the Deposit of Special Account for the No. Proceeds Raised Proceeds Raised 31 December 2020 Account 1 Xinglong Sub-branch of 101472000568575 Cancelled BANK OF LANZHOU Account 2 Lanzhou East Sub-branch of 8210000110120100058409 Cancelled China Zheshang Bank Account 3 Lanzhou Jinchang Road 104059529335 Cancelled Sub-branch of Bank of China Account 4 Lanzhou Hi-tech Sub-branch 48170078801800000030 Cancelled of Shanghai Pudong Development Bank Account 5 Lanzhou East Sub-branch of 8210000110120100084325 329,610.39 China Zheshang Bank Total 329,610.39

The use of the proceeds raised from issuance of A Shares of the Company in 2020 was as follows:

Unit: RMB

Item Amount Balance of the special account for the proceeds as of 31 December 107,457,897.00 2019 Plus: net interest income of the proceeds net of handling fee 119,843.64 Minus: the use of the proceeds raised 57,248,130.25 Minus: temporarily replenished current capital 50,000,000.00 Plus: return of temporarily replenished current capital Balance of the special account for the proceeds as of 31 December 329,610.39 2020: Balance of the available proceeds as of 31 December 2020 50,329,610.39

— I-5 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

(II) Deposit and Management of the Proceeds Raised from Non-public Issuance of A shares in 2020

The Company considered and approved Resolution in Relation to Opening Special Accounts for Proceeds to be Raised at the 43rd meeting of the third session of the Board of the Company convened on 26 November 2020. Together with the sponsor, China Dragon Securities Co., Ltd. (華龍證券股份有限公司), the Company signed the Tripartite Supervision Agreement on the Proceeds with Xinglong Sub-branch of BANK OF LANZHOU CO., Ltd. and Lanzhou Branch of China CITIC Bank Corporation Limited, respectively, and opened special accounts for proceeds raised. After the proceeds raised from non-public issuance of A Shares are readily available, the Company opened Account 6 and Account 7 with Xinglong Sub-branch of BANK OF LANZHOU and Lanzhou Branch of China CITIC Bank, respectively, which would be used for the deposit and usage of the proceeds to be raised for “Recycling Industrial Park Project of A Dairy Farm for 10,000 Dairy Cows in Jinchuan District”.

On 22 December 2020, the Company published Announcement on Entering into the Tripartite Agreement on Supervision of Proceeds from Lanzhou Zhuangyuan Pasture Co., Ltd. (Announcement No.:2020-086).

The Company considered and approved Resolution in Relation to the Implementation of Main Capital Increase by using the Proceeds to be Raised for the Investment Projects Funded with the Proceeds at the 44th meeting of the third session of the Board and the 29th meeting of the third session of Supervisory Committee of the Company convened on 23 December 2020, for the purpose of capital increase with the raised proceeds for Ruijia Farming, the implementation entity of “Recycling Industrial Park Project of A Dairy Farm for 10,000 Dairy Cows in Jinchuan District”, the investment project financed by the proceeds from the non-public issuance. The amount for the capital increase was RMB328,945,000.00.

The Company considered and approved Resolution in Relation to Opening Special Accounts for Proceeds to be Raised at the 44th meeting of the third session of the Board of the Company convened on 23 December 2020. Together with the sponsor, China Dragon Securities, the Company signed the Tripartite Supervision Agreement on the Proceeds with Xinglong Sub-branch of BANK OF LANZHOU CO., Ltd., and opened a special account for proceeds raised. Ruijia Farming opened Account 8 with Xinglong Sub-branch of BANK OF LANZHOU which would be used for the deposit and usage of the proceeds to be raised for “Recycling Industrial Park Project of A Dairy Farm for 10,000 Dairy Cows in Jinchuan District”.

On 22 December 2020, the Company published Announcement on Entering into the Tripartite Agreement on Supervision of Proceeds from Lanzhou Zhuangyuan Pasture Co., Ltd. (Announcement No.:2020-091).

— I-6 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

As at 31 December 2020, balance of the special account for the proceeds raised from the Company’s non-public issuance was RMB128,244,904.05, breakdown of which was set forth below:

Account Number of Bank for the Deposit of Special Account for the No. Proceeds Raised Proceeds Raised 31 December 2020 Account 6 Xinglong Sub-branch of 101472000640515 1,422.29 BANK OF LANZHOU Account 7 Lanzhou Branch of China 8113301013900110603 7,000.00 CITIC Bank Account 8 Xinglong Sub-branch of 101472000641778 128,236,481.76 BANK OF LANZHOU Total 128,244,904.05

The use of the proceeds raised from non-public issuance of A Shares of the Company in 2020 was as follows:

Item Amount Balance of the special account for the proceeds as of 30 November 368,878,786.79 2020 Plus: net interest income of the proceeds net of handling fee 74,434.70 Minus: the use of the proceeds raised 140,708,317.44 Minus: temporarily replenished current capital 100,000,000.00 Plus: return of temporarily replenished current capital Balance of the special account for the proceeds as of 31 December 128,244,904.05 2020: Balance of the available proceeds as of 31 December 2020 228,244,904.05

III. ACTUAL USE OF THE PROCEEDS DURING THE YEAR

(I) Actual Use of the Proceeds Raised

1. Use of the Proceeds Raised from Public Issuance of A Shares in 2017

Please see Schedule 1 for the actual use of proceeds raised from public issuance of A Shares as of 31 December 2020.

2. Use of the Proceeds Raised from Non-public Issuance of A Shares in 2020

Please see Schedule 2 for the actual use of proceeds raised from non-public issuance of A Shares of the Company as of 31 December 2020.

— I-7 — Schedule 1: DEPOSIT THE ON REPORT SPECIAL THE TO RELATION IN RESOLUTION I APPENDIX

Actual use of proceeds raised from public issuance A Shares in 2017

Unit: RMB

Total proceeds invested during Total proceeds 309,503,700 the period 57,248,130 Total proceeds with changes in use during the reporting period Total proceeds Accumulated total proceeds with changes in use 256,103,700 invested Proportion of accumulated total proceeds with changes in use 83.00% accumulatively 260,648,130 Committed investment COMPANY THE OF RAISED PROCEEDS 2020 OF USE ACTUAL AND projects and Whether the Accumulated Investment Date of project Whether the investment directions project has been Total committed Total investment The amount amount invested progress as of the reaches the Whether the project feasibility of over-subscription changed (including investment of after adjustment invested during as of the end of end of the period scheduled usable The benefit during expected benefits has been changed funds partial changes) proceeds (1) the period the period (2) (3)=(2)/(1) status the period are reached significantly Committed investment projects 1. The Construction - — I-8 — Project of Cultivation of 10,000 Imported Good Dairy Cows Yes 260,193,300 53,400,000 53,400,000 100.00% N/A N/A N/A No 2. The construction project of self-service milk selling machines and ancillary facilit Yes 49,310,400 N/A N/A N/A Yes 3. The acquisition of 82% equity interest of Xi’an Dongfang Dair 150,000,000 150,000,000 100.00% 2018 13,790,928.19 No No 4. The Recycling Industrial Park Project of A Dairy Farm for 10,000 Dairy Cows in Jinchuan District 106,103,700 57,248,130 57,248,130 53.95% N/A N/A N/A No Subtotal of committed investment projects 309,503,700 309,503,700 57,248,130 260,648,130 84.21% PEDXIRSLTO NRLTO OTESEILRPR NTEDEPOSIT THE ON REPORT SPECIAL THE TO RELATION IN RESOLUTION I APPENDIX Investment directions of over-subscription funds Nil Repayment of bank loans (if any) Replenishment of current capital (if any) Subtotal of investment directions of over-subscription funds Total 309,503,700 309,503,700 57,248,130 260,648,130 84.21% Circumstances and As of 31 December 2020, the “Construction Project of Cultivation of 10,000 Imported Good Dairy Cows” has already paid a purchase amount of RMB53,400,000 for the purchase of 3,000 Holstein reasons for failure to cattle, among which 2,241 cows have arrived at the Company’s subordinate farms, and 759 cows have not yet arrived. “Recycling Industrial Park Project of A Dairy Farm for 10,000 Dairy Cows in meet the schedule or Jinchuan District” has not reached its predetermined size and benefits. On 31 October 2018, the Company acquired 82% equity interests in Dongfang Dairy Company and made it become a expected revenue wholly-owned subsidiary of the Company. The original shareholders undertook to the Company that the net profit in 2018, 2019 and 2020 (the net profit attributable to the owners of the parent

company after deducting non-recurring gain or loss shall prevail) would be no less than RMB18,000,000, RMB22,000,000 and RMB25,000,000. COMPANY THE OF RAISED During PROCEEDS 2020 OF USE ACTUAL AND the undertaking period, the performance promissory shall compensate the Company in the form of cash if the accumulative net profit of Dongfang Dairy Company as of the end of the current period is less than the accumulative undertaken net profit as of the end of the current period. In 2018, Dongfang Dairy Company fulfilled the performance undertaking and realized a net profit after deducting non-recurring profit or loss of RMB18,456,400; in 2019, Dongfang Dairy Company failed to fulfill the performance undertaking and realized a net profit after deducting non-recurring profit or loss of RMB12,518,500; the Company forecasted that Dongfang Dairy Company would be still unable to fulfill the performance undertaking in 2020 and it was expected to realize a net profit after deducting non-recurring profit or loss of RMB13,790,900. - — I-9 — PEDXIRSLTO NRLTO OTESEILRPR NTEDEPOSIT THE ON REPORT SPECIAL THE TO RELATION IN RESOLUTION I APPENDIX Descriptions of 1. In July 2018, the Company changed the use of all funds RMB49,408,785 (including interest income) of the self-service milk machine and supporting facilities construction project to acquire 82% equity significant changes in interests in Dongfang Dairy for the following reasons: the feasibility of From the distribution area, coverage areas of the Company’s self-service milk machine include Lanzhou City in Gansu Province and Xining City in Qinghai Province. The locations covered include schools, projects banks, hospitals, airports, high-speed rail stations, bus stations, gas stations, residential communities and commercial office buildings, etc., all which have a large population, a high liquidity, and a relatively high level of consumption. Since the self-service machines in Lanzhou and Xining markets are currently saturated, and some self-service machines invested previously by the Company have not been put into use, therefore, if we continue to promote and implement the project with proceeds in the future, self-service milk machines will be placed more in prefecture-level cities and districts, second-tier county markets and third-line township markets outside Lanzhou and Xining. Those regions are relatively sparsely populated and their economic level is relatively low. Also it will compete with the Company’s original distribution channels in areas where consumption is relatively limited. At the same time, some county towns and township markets are relatively remote, far from the Lanzhou and Xining production bases, and the cold chain products sold by self-service milk machines require regular and frequent replenishment and maintenance, which raises higher requirements on operating costs of the project. In addition, the daily purchases in the relatively remote and backward county and township areas are still mainly based on cash payment, which is not conducive to the smooth progress and implementation of the project. Based on the above considerations, the Company has re-examined and evaluated the self-service milk machine and supporting facilities construction project, and considered that there is a certain uncertainty in the expected income of the project, which is not conducive to the use efficiency of proceeds, so terminate the self-service milk machine and supporting facilities construction project, and the project’s proceeds RMB49,408,785 (including interest income) are all used to acquire 82% equity interests in Dongfang Dairy. 2. In July 2018, the Company changed the use of all funds RMB100,591,215 of the “Construction Project of Cultivation of 10,000 Imported Good Dairy Cows” to acquire 82% equity interests in Dongfang Dairy for the following reasons:

According to the feasibility study report of the project, the Company will implement it in three years according to the stage development plan of COMPANY THE the OF RAISED PROCEEDS pa 2020 OF sture, USE ACTUAL AND which will be 2018, 2019 and 2020 respectively. Therefore, part of the project’s proceeds will be idle in the next two years, greatly reducing the efficiency of the use of proceeds. Thus, in order to improve the efficiency of the use of proceeds, the Company changed some of the project’s proceeds to acquire 82% equity interests in Dongfang Dairy. Among the Company’s subordinate farms, Yuzhong Ruifeng, Linxialian and Ningxia Zhuangyuan adopt a joint business model. In view of the good effect of joint farming and the positive significance on local poverty alleviation, some of the Company’s pastures will retain the joint farming model in the future. Therefore, partial proceeds of the project are changed to acquire 82% equity interests in Dongfang Dairy. In view of the frequent fluctuations in market price of raw milk in recent years and the expectation of further increase in the Company’s raw milk supply ratio, in order to prevent the risk of raw milk price -0— I-10 — fluctuations and the risk of cost fluctuations caused by it, the Company changed some of the project’s proceeds to acquire 82% equity interests in Dongfang Dairy. Amount, use and progress N/A of over-subscription funds PEDXIRSLTO NRLTO OTESEILRPR NTEDEPOSIT THE ON REPORT SPECIAL THE TO RELATION IN RESOLUTION I APPENDIX Changes in The Company changed the implementation entity and implementation location of proceeds raised of RMB53,400,000 for “The Construction Project of Cultivation of 10,000 Imported Good Dairy Cows” in implementation December 2019 for the following reason: location of investment In April 2018, our subsidiary, Ningxia Zhuangyuan received the “Notice on Closure and Relocation of Farms in Animal and Poultry Forbidden Areas”, and the “Litong District Implementation Plan for Closure projects of proceeds or Relocation of Farms (Communities) in Animal and Poultry Forbidden Areas”, issued by the People’s Government of Litong District, Wuzhong City. To further promote the feedback rectification opinions of the inspector from the Central Environmental Protection Inspection Team, control the pollution of animal and poultry breeding, and protect the ecological environment, the core dairy breeding area in Jinyin Beach, where Ningxia Zhuangyuan is located, has been included in the Animal and Poultry Breeding Forbidden Areas and the scope of closure and relocation. Given the fact that the original implementation entity, Ningxia Zhuangyuan, has been included in the forbidden areas and currently it is in a closed and forbidden status, the farm is unable to undertake the breeding of the cows purchased. Meanwhile, the current herd size of cows of Wuwei Ruida, Linxia Ruiyuan, Lanzhou Ruixing has tended or approached to saturation, and Yuzhong Ruifeng and Linxialian are currently under the associated breeding, and the cows in the herd are owned only by local dairy farmers and the newly added self-owned cows in the herd are not convenient to be managed on a daily basis. Therefore, in order to smoothly promote the implementation of the previous investment project funded by the proceeds, the Company intends to implement the change of implementation entities and implementation locations for certain investment projects funded by the proceeds, and intends to change the implementation entity of such projects to Ruijia Farming, a wholly-owned subsidiary which is located at a standardized and large-scale industrial park outside the forbidden area confirmed by Jinchuan District People’s Government of Jinchang City and the Bureau of Agriculture and Rural Areas, and will undertake the breeding of approximately 3,000 cows purchased with RMB53,400,000 under the “Construction Project of Cultivation of 10,000 Imported Good Dairy Cows”. The matter regarding the change of implementation entities and implementation locations of certain investment projects funded by the proceeds was considered and approved by the 30th meeting of the third session of the Board of Directors and the 19th meeting of the third session of the Supervisory Committee of the Company, and the independent directors have expressed their opinions to explicitly agree such matter.

Adjustments in N/A COMPANY THE OF RAISED PROCEEDS 2020 OF USE ACTUAL AND implementation approach of investment projects of proceeds Pre-investment and N/A replacement of -1— I-11 — investment projects of proceeds Replenishment of the On 26 July 2018, the Company held the 6th meeting of the 3rd session of the Board of Directors and the 4th meeting of the 3rd session of the Supervisory Committee, which considered and approved the working capital by Resolution on Replenish the Working Capital Temporarily By Using Partial Idle Proceeds. The Independent Directors gave the consent with independent opinion, they agreed to use RMB100 million of idle idle raised proceeds proceeds to replenish the working capital temporarily. The use period shall not exceed 12 months from the date of approval by the Board of Directors. Before the due date, the Company will return such temporarily part of funds to the designated proceeds account in a timely manner and full amount. As of 12 July 2019, the Company returned the funds of RMB100 million to replenish the working capital temporarily to the designated proceeds account of the Company in advance. Thus, the matter of using idle proceeds to temporarily replenish the working capital was completed. On 5 August 2019, the Company held the 23th meeting of the 3rd session of the Board of Directors, which considered and approved the Resolution on Replenish the Working Capital Temporarily By Using Partial Idle Proceeds. The Independent Directors and the Supervisory Committee gave the consent with independent opinion, they agreed to use RMB100 million of idle proceeds to replenish the working capital temporarily. The use period shall not exceed 12 months from the date of approval by the Board of Directors. Before the due date, the Company will return such part of funds to the designated proceeds account in a timely manner and full amount. As of 27 December 2019, the Company returned the funds of RMB100 million to replenish the working capital temporarily to the designated proceeds account of the Company in advance. Thus, the matter of using idle proceeds to temporarily replenish the working capital was completed. On 8 April 2020, the Company held the 37th meeting of the 3rd session of the Board of Directors, which considered and approved the Resolution on Replenish the Working Capital Temporarily By Using Partial Idle Proceeds, agreeing to use RMB50 million of idle proceeds to replenish the working capital temporarily. The use period shall not exceed 12 months from the date of approval by the Board of Directors. Before the due date, the Company will return such part of funds to the designated proceeds account in a timely manner and full amount. PEDXIRSLTO NRLTO OTESEILRPR NTEDEPOSIT THE ON REPORT SPECIAL THE TO RELATION IN RESOLUTION I APPENDIX Amount and reasons on N/A the balance of raised proceeds of project implementation Use and directions of As of 31 December 2020, the unused proceeds from the public issuance of A Shares of the Company were RMB50,329,610.39 (including interest income), among which RMB50,000,000 was used for unused proceeds replenishing the working capital, and RMB329,610.39 was deposited in the designated proceeds account. Problems or other The Company shall make the prepayment of RMB4.74 million for the cows purchased from Tianjin Aohaihaode Import & Export Co., Ltd. (天津澳海浩德進出口有限公司) according to the Agency Agreement circumstances in use for Imported Cows entered into by the Company (Agreement No.: ZYMC-2019-0903) in September 2019. The staff in the finance department of the Company mistakenly paid such amount from designated and disclosure of proceeds account. In December 2019, the Company returned such amount of RMB4.74 million to the designated proceeds account immediately after identification of such misconduct. proceeds In December 2019, when carrying out bank acceptance transactions with Lanzhou Branch of Shanghai Pudong Development Bank, the Company transferred RMB60 million in the designated proceeds account with that bank to the bank acceptance margin account with the bank, among which RMB20 million was returned from margin account to the designated proceeds account in January 2020. In according with the requirements proposed by internal audit agency, the Audit Committee, the audit agency for 2019 and continuous supervision institution, the Company made the standardization and corrections in a timely manner, with RMB40 million returned to the designated proceeds account in March 2020. N CULUEO 00POED ASDO H COMPANY THE OF RAISED PROCEEDS 2020 OF USE ACTUAL AND -2— I-12 — Schedule 2: DEPOSIT THE ON REPORT SPECIAL THE TO RELATION IN RESOLUTION I APPENDIX Actual use of proceeds raised from non-public issuance A Shares in 2020 Unit: RMB

Total proceeds invested during Total proceeds 368,878,786.79 the period 140,708,317.44 Total proceeds with changes in use during the reporting period Total proceeds Accumulated total proceeds with changes in use invested Proportion of accumulated total proceeds with changes in use accumulatively 140,708,317.44 Committed investment projects and Whether the Accumulated Investment Date of project Whether the investment directions project has been Total committed Total investment The amount amount invested progress as of the reaches the Whether the project feasibility

of over-subscription changed (including investment of after adjustment invested during as of the end of end of the period scheduled usable COMPANY THE The OF RAISED PROCEEDS 2020 benefit OF USE ACTUAL AND during expected benefits has been changed funds partial changes) proceeds (1) the period the period (2) (3)=(2)/(1) status the period are reached significantly Committed investment projects The Recycling Industrial Park Project of A Dairy Farm for 10,000 Dairy Cows in

-3— I-13 — Jinchuan District 328,878,786.79 328,878,786.79 100,708,317.44 100,708,317.44 30.62% N/A N/A N/A No Repayment of bank loans 40,000,000.00 40,000,000.00 40,000,000.00 40,000,000.00 100.00% Subtotal of committed investment projects 368,878,786.79 368,878,786.79 140,708,317.44 140,708,317.44 38.14% Investment directions of over-subscription funds Nil Repayment of bank loans (if any) Replenishment of current capital (if any) Subtotal of investment directions of over-subscription funds Total 368,878,786.79 368,878,786.79 140,708,317.44 140,708,317.44 38.14% Circumstances and N/A reasons for failure to meet the schedule or expected revenue PEDXIRSLTO NRLTO OTESEILRPR NTEDEPOSIT THE ON REPORT SPECIAL THE TO RELATION IN RESOLUTION I APPENDIX Descriptions of N/A significant changes in the feasibility of projects Amount, use and progress N/A of over-subscription funds Changes in N/A implementation location of investment projects of proceeds Adjustments in N/A implementation approach of investment projects of proceeds Pre-investment and In order to ensure the normal progress of the fundraising projects, the Company have made the following arrangements for the replacement of the initial investment of raised funds in the “Preplan for replacement of Non-public Issuance of A Shares” and the revised draft: “If the Company has used bank loans or its own funds to invest in some related projects COMPANY THE OF RAISED before PROCEEDS 2020 OF USE ACTUAL AND the funds raised are in place, such invested funds investment projects of will be replaced with the raised funds after such funds are in place.” proceeds The Company has used self-raised funds to invest in advance in the Recycling Industrial Park Project of a Dairy Farm with 10,000 Dairy Cows in Jinchuan District before the funds raised from the non-public issuance are in place. Since the date of fundraising projects of non-public issuance of the Company was considered and passed at the 29th meeting of the third session of the Board of Directors (5 December 2019) to 27 December 2020, the Company has invested a total of RMB100,708,317.44 in advance with self-raised funds into fundraising projects. Therefore, the initial investment amount that has been replaced with such raised funds was RMB100,708,317.44. Replenishment of the The “Resolution on the Use of Partial Idle Proceeds From Non-public Issuance as Temporary Replenishment of the Working Capital《關於使用非公開發行部分閒置募集資金暫時補充流動資金的議 (

-4— I-14 — working capital by 案》)” was considered and passed at the 45th meeting of the third session of the Board of Directors and the 30th meeting of the third session of the Supervisory Committee of the Company convened idle raised proceeds on 28 December 2020, which agreed that the idle proceeds of not exceed RMB100 million would be used by the Company as temporary replenishment of the working capital for a term of not temporarily exceeding 12 months from the date of adoption of the resolution by the Board. The Company will fully return such fund to the designated proceeds account in a timely manner before the expiry date. Amount and reasons on N/A the balance of raised proceeds of project implementation Use and directions of As of 31 December 2020, the unused amount of funds raised from the Company’s non-public issuance of A Shares in 2020 was RMB228,244,904.05 (including interest income), of which temporary unused proceeds replenishment of the working capital was RMB100 million, the total deposit balance in accounts 6,7 and 8 for raised funds was RMB128,244,904.05. Such unused amount will continue to be used in investing in the Recycling Industrial Park Project of a Dairy Farm with 10,000 Dairy Cows in Jinchuan District in the future. Problems or other Nil circumstances in use and disclosure of proceeds APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

(II) Use of Raised Funds to Replace Investment Projects Invested In Advance with Raised Funds

1. Proceeds from the Public Issuance of A Shares in 2017

As of 31 December 2020, there had been no proceeds from the public issuance of A Shares of the Company in 2017 used to replace investment projects invested in advance with raised funds.

2. Proceeds from the Non-public Issuance of A Shares in 2020

In order to ensure the smooth progress of the fundraising projects, the Company has made the following arrangements for the replacement of the initial investment of raised funds in “Preplan for Non-public Issuance of A Shares” and the revised draft: “If the Company has used bank loans or its own funds to invest in some related projects before the funds raised are in place, such invested funds will be replaced with the raised funds after such funds are in place.” On 28 December 2020, The “Proposal on Using Proceeds from Non-Public Issuance of Shares to Replace Self-raised Funds That Have Been Invested in Fund-raising Projects in Advance” was considered and passed at the 45th meeting of the third session of the Board of Directors and the 30th meeting of the third session of the Supervisory Committee of the Company.

The Company has used self-raised funds to invest in advance in the Recycling Industrial Park Project of a Dairy Farm with 10,000 Dairy Cows in Jinchuan District before the funds raised from the non-public issuance are in place, with self-raised funds invested in advance in fundraising projects totaling RMB100,708,317.44. Therefore, the raised funds that have been used to replace the funds from fundraising projects invested in the early stage was RMB100,708,317.44.

(III) The Use of Idle Raised Funds to Temporarily Supplement Liquidity

1. Proceeds from the Public Issuance of A Shares in 2017

On the premise of ensuring that the implementation progress of the investment project with raised funds is not affected, the Company used RMB250 million of idle raised funds to temporarily supplement liquidity according to the fund use plan of the A-share fund-raising investment project, to meet the Company’s growing demand for working capital, improve the efficiency of the use of raised funds, and reduce financial expenses.

The “Resolution on the Use of Partial Idle Proceeds as Temporary Liquid Funds《關於使用部 ( 分閒置募集資金暫時補充流動資金的議案》)” was considered and passed at the 6th meeting of the third session of the Board of Directors and the 4th meeting of the third session of the Supervisory Committee of the Company convened on 26 July 2018. Independent Directors have expressed their independent opinions on such resolution, which agreed that the idle proceeds of RMB100 million would be used by the Company as temporary liquid funds for a term of not exceeding 12 months from the date of adoption of the resolution by the Board of Directors.

— I-15 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

On 12 July 2019, the Company has returned all of the temporary liquid funds in the amount of RMB100 million to the Company’s special account for raised funds in advance, and notified the Company’s sponsor China Dragon Securities Co., Ltd. and the Sponsor representative of the return of the above-mentioned raised funds. So far, the use of idle raised funds to supplement liquidity has been completed.

The “Resolution on the Use of Partial Idle Proceeds as Temporary Liquid Funds《關於使用部 ( 分閒置募集資金暫時補充流動資金的議案》)” was considered and passed at the 23th meeting of the third session of the Board of Directors of the Company convened on 5 August 2019. Independent Directors have expressed their independent opinions on such resolution, which agreed that the idle proceeds of RMB100 million would be used as temporary liquid funds for a term of not exceeding 12 months from the date of adoption of the resolution by the Board of Directors. The Company will fully return such fund to the special account for raised funds in a timely manner before the expiry date.

On 27 December 2019, the Company has returned all of temporary liquid funds in amount of RMB100 million to the Company’s special account for raised funds in advance, and notified the Company’s sponsor China Dragon Securities Co., Ltd. and the sponsor representative of the return of the above-mentioned raised funds. So far, the use of idle raised funds to supplement liquidity has been completed.

The “Resolution on the Use of Partial Idle Proceeds as Temporary Liquid Funds《關於使用部 ( 分閒置募集資金暫時補充流動資金的議案》)” was considered and passed at the 37th meeting of the third session of the Board of Directors of the Company convened on 8 April 2020, which agreed that the idle proceeds of RMB50 million would be used as temporary liquid funds for a term of not exceeding 12 months from the date of adoption of the resolution by the Board of Directors. The Company will fully return such fund to the special account for raised funds in a timely manner before the expiry date.

As of 31 December 2020, the Company’s temporary liquid funds of RMB50 million has not yet expired.

2. Proceeds from the Non-public Issuance of A Shares in 2020

The “Resolution on the Use of Partial Idle Proceeds From Non-public Issuance as Temporary Liquid Funds(《關於使用非公開發行部分閒置募集資金暫時補充流動資金的議案》)” was considered and passed at the 45th meeting of the third session of the Board of Directors and the 30th meeting of the third session of the Supervisory Committee of the Company convened on 28 December 2020, which agreed that the idle proceeds of not exceed RMB100 million would be used by the Company as temporary liquid funds for a term of not exceeding 12 months from the date of adoption of the resolution by the Board of Directors. The Company will fully return such fund to the special account for raised funds in a timely manner before the expiry date.

As of 31 December 2020, the Company’s temporary liquid funds of RMB 100 million has not yet expired.

— I-16 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

(IV) USE OF IDLE PROCEEDS TO PURCHASE WEALTH MANAGEMENT PRODUCTS

As of 31 December 2020, the Company did not use any idle proceeds to purchase wealth management products.

(V) USE OF PROCEEDS BALANCE

As of 31 December 2020, there was no surplus in the Company’s proceeds balance.

(VI) USE AND DIRECTION OF UNUSED PROCEEDS

1. Proceeds Raised from Public Issuance of A Shares in 2017

As of 31 December 2020, unused amount of the proceeds raised from public issuance of A Shares of the Company in 2017 was RMB50,329,610.39 (including interest income), of which RMB50,000,000 was used for replenishing the working capital, and RMB329,610.39 was the deposit balance in the special account with Lanzhou Dongbu Sub-branch of China Zheshang Bank. Such unused amount will continue to be used to invest in the Recycling Industrial Park Project of a Dairy Farm with 10,000 Dairy Cows in Jinchuan District in the future.

2. Proceeds Raised from Non-public Issuance of A Shares in 2020

As of 31 December 2020, the unused amount of funds raised from the Company’s non-public issuance of A Shares in 2020 was RMB228,244,904.05 (including interest income), of which temporary liquid funds was RMB100 million, the total deposit balance in accounts 6, 7 and 8 for raised funds was RMB128,244,904.05. Such unused amount will continue to be used to invest in the Recycling Industrial Park Project of a Dairy Farm with 10,000 Dairy Cows in Jinchuan District in the future.

IV. CHANGE THE USE OF FUNDS OF INVESTMENT PROJECTS TO BE FUNDED WITH THE PROCEEDS

(I) The Change of Use of Proceeds Raised by the Public Issuance of A Shares in 2017 for the Investment Projects

For changing the use of funds of investment projects of proceeds raised from issuance of A Shares, please refer to “Table of the change of investment projects for the proceeds raised from A Shares” (Schedule 3).

— I-17 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

1. Reason for changes

(1) Reasons for changing the use of all funds of “the self-service milk machine and supporting facilities construction project” to “acquire 82% equity interests in Dongfang Dairy”

From the distribution area, coverage areas of the Company’s self-service milk machine include Lanzhou City in Gansu Province and Xining City in Qinghai Province. The locations covered include schools, banks, hospitals, airports, high-speed rail stations, bus stations, gas stations, residential communities and commercial office buildings, etc., all of which have a large population, a high liquidity, and a relatively high level of consumption. Since the self-service machines in Lanzhou and Xining markets are currently saturated, and some self-service machines invested previously by the Company have not been put into use, therefore, if we continue to promote and implement the project with proceeds in the future, self-service milk machines will be placed more in prefecture-level cities and districts, second-tier county markets and third-line township markets outside Lanzhou and Xining. Those regions are relatively sparsely populated and their economic level is relatively low. Also it will compete with the Company’s original distribution channels in areas where consumption is relatively limited. At the same time, some county towns and township markets are relatively remote, far from the Lanzhou and Xining production bases, and the cold chain products sold by self-service milk machines require regular and frequent replenishment and maintenance, which raises higher requirements on operating costs of the project. In addition, the daily purchases in the relatively remote and backward county and township areas are still mainly based on cash payment, which is not conducive to the smooth progress and implementation of the project.

Based on the above considerations, the Company has re-examined and evaluated the self-service milk machine and supporting facilities construction project, and considered that there is a certain uncertainty in the expected income of the project, which is not conducive to the use efficiency of proceeds, and terminated the self-service milk machine and supporting facilities construction project, and the project’s proceeds of RMB49,408,785.05 (including interest income) are all being used to acquire 82% equity interests in Dongfang Dairy.

(2) Reasons for changing the use of a part of funds of the “Construction Project of Cultivation of 10,000 Imported Good Dairy Cows” to “acquire 82% equity interests in Dongfang Dairy”

According to the feasibility study report of the project, the Company would implement the project in three years according to the stage development plan of the pasture, which would be 2018, 2019 and 2020 respectively. Therefore, part of the project’s proceeds will be idle in the next two years, greatly reducing the efficiency of the use of proceeds. Thus, in order to improve the efficiency of the use of proceeds, the Company changed part of the project’s proceeds to acquire 82% equity interests in Dongfang Dairy.

Among the Company’s subordinate farms, Yuzhong Ruifeng, Linxia Li’an and Ningxia Zhuangyuan adopt a joint business model. In view of the good effect of joint farming and the positive significance on local poverty alleviation, some of the Company’s pastures will retain the adoption of the joint farming model in the future. Therefore, partial proceeds of the project are being changed to acquire 82% equity interests in Dongfang Dairy.

— I-18 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

In view of the frequent fluctuations in market price of raw milk in recent years and the expectation of further increase in the Company’s raw milk supply ratio, in order to prevent the risk of raw milk price fluctuations and the risk of cost fluctuations caused by it, the Company changed part of the project’s proceeds to acquire 82% equity interests in Dongfang Dairy.

(3) Reasons for Changing the Use of Part of Raised Funds of “The Construction Project of Cultivation of 10,000 Imported Good Dairy Cows” to “Recycling Industrial Park Project of A Dairy Farm for 10,000 Dairy Cows in Jinchuan District”

In April 2018, our subsidiary, Ningxia Zhuangyuan received the “Notice on Closure and Relocation of Farms in Animal and Poultry Forbidden Areas《關於畜禽禁養區內養殖場關閉搬遷的 ( 通告》)”, and the “Litong District Implementation Plan for Closure or Relocation of Farms (Communities) in Animal and Poultry Forbidden Areas《利通區進一步做好畜禽禁養區養殖場 ( （小區）關閉或搬遷工作的實施方案》)”, issued by the People’s Government of Litong District, Wuzhong City, the core dairy breeding area in Jinyin Beach, where Ningxia Zhuangyuan is located, had been included in the Animal and Poultry Breeding Forbidden Areas and the scope of closure and relocation to further promote the feedback rectification opinions of the inspector from the Central Environmental Protection Inspection Team, control the pollution of animal and poultry breeding, and protect the ecological environment. Ningxia Zhuangyuan is one of the implementation entities of the “Construction Project of Cultivation of 10,000 Imported Good Dairy Cows” to be invested by proceeds raised by the initial public offering of A Shares of the Company. As the local government’s Investment Promotion and capital introduction project led to Ningxia Manor Ranch being included in the forbidden breeding area, the proposed implementation subject to undertake cow breeding sites at the time of A-share initial launch decreased, and additional breeding land was required. Therefore, the change of the fund-raising project was based on the fact that Ningxia Zhuangyuan, the original implementation entity, could not carry out cow breeding due to being included in the forbidden breeding area, which was helpful to further promote the fund-raising project.

— I-19 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

Since the outbreak of the melamine-related incident, in order to strengthen the Company’s product quality control and ensure a clean, sanitary and fresh raw milk supply, the Company has successively invested in the construction of eight standardized breeding pastures in Gansu, Qinghai and Ningxia. Some pastures adopted the joint breeding model of “company + farmer + base” and the Company established standard large-scale breeding farms, which were responsible for the professional management of breeding, and dairy farmers must sign contracts before entering the pasture and strictly implemented the standardized management model of the Company. Since the implementation of the joint breeding model, the feeding level and work enthusiasm of contracted dairy farmers in breeding pastures have been improved, without occurrence of any material raw milk-related accidents so far, which has not only guaranteed the supply of raw milk produced by the Company, but also consolidated the local farming resources, increased the dairy farmers’ income and facilitated the local economic development. In order to ensure the implementation of the “Construction Project of Cultivation of 10,000 Imported Good Dairy Cows”, the Company changed from the original joint breeding with Wuwei Ruida (武威瑞達) to self-breeding in early 2018. In view of the good effect of joint farming and the positive significance on local poverty alleviation, some of the Company’s pastures (Yuzhong Ruifeng and Linxia Li’an) will retain the adoption of the joint farming model in the future. As the joint pastures could not undertake its own dairy farming and based on the Company’s future operation plan, the Company required additional breeding land to ensure the smooth implementation of the original fund-raising project, and therefore it intended to carry out the change of the fund-raising project.

Moreover, the Company’s subsidiary, Qinghai Shengyuan received the Notice of Closure within the Time Limit issued by Huangyuan County People’s Government in April 2019. According to the relevant requirements of the Notice of the General Office of Xining City People’s Government on Printing and Distributing the Relocation Plan of the Farms along the Huangshui River in Xining City (Ning Zheng Ban [2016] No. 107), the Ordinance on Pollution Prevention and Control in Huangshui Watershed of Qinghai Province, the Work Plan of Water Pollution Prevention and Control in Qinghai Province, the Notice of the General Office of Xining City People’s Government on Printing and Distributing the Delimitation Plan for Forbidden Areas & Restriction Areas for Animal and Poultry Breeding in Xining City (Trial) (Ning Zheng Ban [2017] No. 143) and the Delimitation Plan of Forbidden Areas, Restricted Areas and Breeding Areas for Animal and Poultry Breeding in Huangyuan County (Yuan Zheng Ban [2016] No. 163), the breeding area of Qinghai Shengyuan has been delimitated into forbidden areas for animal and poultry and included in the range of closure and relocation. Due to the actual fact that Qinghai Shengyuan and Ningxia Zhuangyuan had been closed and relocated due to being included in the forbidden breeding area for environmental protection requirements, in order to cope with the relocation risks of other farms under the Company due to the new environmental protection requirements and smoothly promote the previous fundraising project, the Company intended to change the project implementation entity to Ruijia Farming, our wholly-owned subsidiary, which is located at a standardized and large-scale industrial park which is beyond the forbidden area as confirmed by Jinchuan District People’s Government of Jinchang City and the Bureau of Agriculture and Rural Areas of Jinchuan District of Jinchang City.

— I-20 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

(4) Reasons for Changing the Implementation Location of Part of the Raised Funds of “The Construction Project of Cultivation of 10,000 Imported Good Dairy Cows”

As Ningxia Zhuangyuan, the original implementation entity, was included in the forbidden breeding area and currently was closed, the pasture could not undertake the breeding of the cattle purchased this time. Meanwhile, Wuwei Ruida, Linxia Ruiyuan, and Lanzhou Ruixing currently have their cattle stocks approaching or close to saturation, while Yuzhong Ruifeng and Linxia Li’an are currently jointly farmed, the cows in stock are owned by local dairy farmers, and the cows newly purchased in stock are not convenient for daily management. Therefore, in order to smoothly promote the previous fund-raising project, the Company intended to change the project implementation entity to Ruijia Farming, our wholly-owned subsidiary, which is located at a standardized and large-scale industrial park which is beyond the forbidden area as confirmed by Jinchuan District People’s Government of Jinchang City and the Bureau of Agriculture and Rural Areas of Jinchuan District of Jinchang City, and Ruijia Farming will undertake the breeding of approximately 3,000 cows funded by RMB53.4 million under the “Construction Project of Cultivation of 10,000 Imported Good Dairy Cows”.

2. Description of Decision-making Procedures and Information Disclosure

(1) Description of Decision-making Procedures and Information Disclosure for Acquisition 82% Equity Interests in Dongfang Dairy

On 26 July 2018 and 26 September 2018, the Company held the 6th meeting of the 3rd session of Board of Directors and the 2nd Extraordinary General Meeting (EGM) of 2018, which considered and approved the Proposal on Acquisition of Equity of the Subsidiary Xi’an Dongfang Dairy Co., Ltd., and the Proposal on Changing the Use of Proceeds to Acquire Equity of Xi’an Dongfang Dairy Co., Ltd., thus RMB100,591,214.95 of “The Construction Project of Cultivation of 10,000 Imported Good Dairy Cows” and all funds RMB49,408,785.05 (including interest) of the “self-service milk machine and supporting facilities construction project”, namely the two investment projects of proceeds raised by initial public offering of A Shares, totaled RMB150,000,000 was changed to acquire 82% equity interests in Xi’an Dongfang Dairy Co., Ltd. (“Dongfang Dairy”).

— I-21 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

The independent Directors of the Company considered the Proposal on Acquisition of Equity of the Subsidiary Xi’an Dongfang Dairy Co., Ltd. and gave an independent opinion that the Company changed partial proceeds to acquire equity, which was an adjustment based on the actual situation of the Company, and it was in line with the actual operation requirement of the Company and conducive to improve the use efficiency of proceeds; the Company has carried out a serious analysis and argumentation on this acquisition, and considered it was in line with the national industrial policies and relevant laws, regulations and rules; this change in the use of proceeds fulfilled the necessary legal procedures, and it complied with relevant provisions of the Stock Listing Rules of Shenzhen Stock Exchange, and the Standardization Operation Guidelines for Listed Companies in SME Board of Shenzhen Stock Exchange. Therefore, we unanimously agreed to the proposal to change partial proceeds to acquire equity interests in Xi’an Dongfang Dairy Co., Ltd., and submitted it to the general meeting of shareholders of the Company for consideration.

On 6 November 2018, Zhuangyuan Pasture disclosed the “Announcement on Completing the Registration of Industry and Commerce Change for Acquisition of 82% Equity of the Subsidiary Xi’an Dongfang Dairy Co., Ltd. (Announcement No.: 2018-079): Dongfang Dairy completed the registration procedures for industrial and commercial changes, and it obtained the Business License issued by Xi’an Administration for Industry and Commerce, then the Company became the sole shareholder and owns 100% equity interests of Dongfang Dairy.

(2) Description of Decision-making Procedures and Information Disclosure for “Recycling Industrial Park Project of A Dairy Farm for 10,000 Dairy Cows in Jinchuan District”

On 19 September 2019, the 25th meeting of the 3rd session of the Board of Directors of the Company considered and approved the Proposal on Changes of Partial Investment Projects of Proceeds (《關於變更部分募集資金投資項目的議案》), and agreed the matter relating to changes of the investment projects of proceeds and agreed to submit such matter to the general meeting of shareholders of the Company for approval.

The independent Directors of the Company consider that: after review, the matter relating to changes of the investment projects of proceeds is determined based on the specific implementation of the fund-raising project, market environment, regulatory requirements, actual operating conditions and future development plans of the Company, which is in line with the development direction of the main business and the interests of the Company and all shareholders, and is conducive to improving the efficiency of the use of raised funds, the objective requirements of the operation and future development of the Company without damaging the interests of minority shareholders; the matter relating to changes of the investment projects of proceeds fulfilled the necessary legal procedures, and complied with relevant provisions of the Stock Listing Rules of Shenzhen Stock Exchange, and the Standardization Operation Guidelines for Listed Companies in SME Board of Shenzhen Stock Exchange. Therefore, we unanimously agreed to the proposal on changes of the investment projects of proceeds, and submitted it to the general meeting of shareholders of the Company for consideration.

On 30 December 2019, the Company convened the 2019 Second Extraordinary General Meeting, 2019 Third A Shareholders’ Class Meeting and 2019 Third H Shareholders’ Class Meeting, at which the Proposal on Changing the Implementation Entity and the Implementation Location of the Partial Investment Projects of Proceeds《關於變更部分募集資金投資項目實施主體暨實施地點的議案》 ( ) was considered and adopted with a simple majority of shareholders.

— I-22 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

(3) Description of Decision-making Procedures and Information Disclosure for Changing the Implementation Location of the Proceeds

On 17 December 2019, the 30th meeting of the 3rd session of the Board of Directors of the Company considered and approved the Proposal on Changing the Implementation Entity and the Implementation Location of the Partial Investment Projects of Proceeds《關於變更部分募集資金投資 ( 項目實施主體暨實施地點的議案》), pursuant to which it agreed to change the implementation entity to Ruijia Farming in relation to purchasing cows with the proceeds of RMB53.4 million under the “Construction Project of Cultivation of 10,000 Imported Good Dairy Cows”, and change the implementation location of the proceeds accordingly.

The independent Directors of the Company reviewed the Proposal on Changing the Implementation Entity and the Implementation Location of the Partial Investment Projects of Proceeds (《關於變更部分募集資金投資項目實施主體暨實施地點的議案》) and issued an independent opinion: the changes of the implementation entity and the implementation location of the partial investment projects of proceeds complies with the relevant provisions of the administration measures for raised funds and the actual implementation of the investment projects, is conducive to the Company’s strategic development and reasonable layout, can give full play to the Company’s existing resource integration advantages, help the projects to bring better returns, and is in line with the Company’s long-term development plan, which does not affect the normal operation of the raised investment projects without any disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The matter relating to changes of the Implementation Entity of Part of the Raised Funds fulfilled the necessary legal procedures, and complied with relevant provisions of the Stock Listing Rules of Shenzhen Stock Exchange, the Standardization Operation Guidelines for Listed Companies in SME Board of Shenzhen Stock Exchange, the Articles of Association and the Administrative Measures for the Use of Proceeds. Therefore, we unanimously agreed to the Matter on Changing the Implementation Entity and the Implementation Location of the Partial Investment Projects of Proceeds.

As the implementation entities before and after this change are all wholly-owned subsidiaries of the Company, which are all principally engaged in dairy cow breeding, and this change does not involve changes in the investment direction and use of proceeds. Therefore, the change of the implementation entity and the implementation location of the partial investment projects of proceeds is not required to be submitted to the general meeting of shareholders of the Company for consideration.

The Company has fulfilled the necessary decision-making procedures for the above-mentioned change of use of proceeds, and was consistent with the announcements and disclosures related to the changes of proceeds.

(II) The Change of Use of Proceeds Raised by the 2020 Non-Public Issuance of A Shares for the Investment Projects

There was no change in the investment projects and use of funds raised by the 2020 non-public issuance of A Shares.

— I-23 — Schedule 3: DEPOSIT THE ON REPORT SPECIAL THE TO RELATION IN RESOLUTION I APPENDIX

Table of the changes of investment projects funded by the proceeds raised by the 2017 public issuance of A Shares Unit: RMB

Total proceeds Actual Investment Whether the raised intended accumulated progress as of Date when the project feasibility to invest into The actual amount invested the end of the project reaches The benefit Whether the has been changed Corresponding original projects after amount invested as of the end of period (%) the scheduled realized during expected benefits significantly Projects after changes committed projects changes (1) during the period the period (2) (3)=(2)/(1) usable status the period are realized after changes The Construction Project of The Construction Project of 53,400,000 53,400,000 100% N/A N/A N/A No Cultivation of 10,000 Cultivation of 10,000 Imported Good Dairy Imported Good Dairy Cows

Cows COMPANY THE OF RAISED PROCEEDS 2020 OF USE ACTUAL AND The acquisition of 82% The construction project of 49,310,400 49,310,400 100% 2018 13,790,928.19 No No equity interest of self-service milk selling Dongfang Dairy machines and ancillary facility The acquisition of 82% The Construction Project of 100,689,600 100,689,600 100% 2018 13,790,928.19 No No equity interest of Cultivation of 10,000

-4— I-24 — Dongfang Dairy Imported Good Dairy Cows Recycling Industrial Park The Construction Project of 106,103,700 57,248,130 53.95% N/A N/A N/A No Project of a Dairy Farm Cultivation of 10,000 for 10,000 Dairy Cows Imported Good Dairy Cows in Jinchuan District Total 309,503,700 260,607,750 84.21% Illustration of the reason for change, decision-making procedures and See IV, (I) information disclosure The circumstances and reasons for not meeting the planned schedule or (1) As of 31 December 2020, RMB53,400,000 for Cattle breeding project of 10,000 imported good dairy cows have been paid for expected revenue the purchase of 3,000 Holstein cows, of which 2,241 cows have reached to the pasture, and the remaining 759 cows have not yet. Recycling Industrial Park Project of a Dairy Farm for 10,000 Dairy Cows in Jinchuan District has not yet reached the expected scale and effectiveness.

(2) On 31 October 2018, the Company acquired 82% equity of Dongfang Dairy Co., Ltd., enabling it to become the Company’s wholly-owned subsidiary. The original shareholders commit to the Company that the net profit (subject to the net profit attributable to the parent company after a deduction of non-recurring profit or loss) in 2018, 2019 and 2020 will not be lower than RMB18,000,000.00, RMB22,000,000.00 and RMB25,000,000.00. During the period of commitments, the accumulative net profit of Dongfang Dairy Co., Ltd. as of the end of the current period is lower than the one committed. Dongfang Dairy recorded net profit after deducting non-recurring profit and loss of RMB18,456,400 in 2018, recorded net profit after deducting non-recurring profit and loss of RMB12,518,500 in 2019 as it failed to meet the performance commitments, and recorded net profit after deducting non-recurring profit and loss of RMB13,790,900 in 2020. Illustration significant changes on the feasibility of the project after Nil changes APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

(II) Transfer or Replacement of the Investment Projects Funded by the Proceeds

The investment projects funded by the proceeds of the Company have not yet been transferred or replaced.

V. PROBLEMS IDENTIFIED IN THE USE AND DISCLOSURE OF THE PROCEEDS RAISED

(I) Problems Identified in the Use and Disclosure of the Proceeds Raised by the 2017 Public Issuance of A Shares

In September 2019, the Company signed the Agency Agreement for Imported Cows (Agreement No.: ZYMC-2019-0903) to prepay RMB4.74 million for the cows purchased from the third-party manufacturer Tianjin Aohaihaode Import & Export Co., Ltd. (天津澳海浩德進出口有限公司), and the financial personnel of the Company made the payment from the special fund-raising account due to the negligence. In December 2019, the Company immediately returned the amount of RMB4.74 million to the special account for raised funds once it discovered.

In December 2019, when the Company conducted the acceptance bills business with Shanghai Pudong Development Bank Lanzhou Branch, it transferred RMB60 million from the fund-raising account to the acceptance bill margin account opened in the bank, of which RMB20 million was returned to the special account for raised funds from the margin account in January 2020. The Company has regulated and rectified in a timely manner in accordance with the requirements of the internal audit agency, the audit committee, the audit agency and the continuous supervision agency during the verification from January to June 2020, and transferred RMB40 million to the special account for raised funds in March 2020.

Save as disclosed above, the Company has placed, used and managed the proceeds raised by strictly compliance with relevant requirements of the Guidelines for the Supervision and Control of Listed Companies No. 2 — Regulation Requirements for the Management and Use of Proceeds of Listed Companies（《上市公司監管指引第2號—上市公司募集資金管理和使用的監管要求》）and the Regulations on the Standardization Operation Guidelines for Listed Companies on Shenzhen Stock Exchange《深圳證券交易所上市公司規範運作指引》 ( ) and the Administrative Measures for Special Storage and Use of the Proceeds of the Company, and has disclosed the information timely, truly, accurately and completely.

— I-25 — APPENDIX I RESOLUTION IN RELATION TO THE SPECIAL REPORT ON THE DEPOSIT AND ACTUAL USE OF 2020 PROCEEDS RAISED OF THE COMPANY

VI. OTHER MATTERS

The accounts for the proceeds raised by the 2017 public issuance of A Shares of the Company:

Account 1, Xinglong Branch of Bank of Lanzhou Co., Ltd. (account number: 101472000568575) was cancelled on 7 July 2020;

Account 2, Lanzhou East Branch of China Zheshang Bank Co., Ltd. (account number: 8210000110120100058409) was cancelled on 8 July 2020;

Account 3, Lanzhou Jinchang Road Sub-branch of Bank of China (account number: 104059529335) was cancelled on 13 July 2020;

Account 4, Lanzhou High-tech Branch of Shanghai Pudong Development Bank (account number: 48170078801800000030) was cancelled on 10 July 2020.

The Board of Lanzhou Zhuangyuan Pasture Co., Ltd.*

29 March 2021

— I-26 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

Biographical Details of Non-Independent Directors under the Resolution in relation to the Election of Non-Independent Directors for the Fourth Session of the Board

1. Mr. Yao Gexian (姚革顯), aged 53, Chinese nationality (without foreign permanent residency), was born in 1968. He graduated from the Beijing Agricultural and Industrial Cooperative Company Workers University (北京市農工商聯合總公司職工大學) majoring in financial accounting and China Central Radio and TV University (中央廣播電視大學) majoring in finance, holds a bachelor degree and is a Chinese senior accountant. He has successively served as section officer of Gansu Nongken Group Limited Liability Company* (甘肅省農墾集團有限責任公司), assistant general manager of Gansu Yasheng Industrial (Group) Co., Ltd (甘肅亞盛實業(集團) 股份有限公司), deputy director of the Finance Department, deputy director of the Securities Department, deputy director of the Capital Operation Department, and director of the Enterprise Management Department of Gansu Nongken Group Limited Liability Company. He currently serves as director of Finance Department of Gansu Nongken Group Limited Liability Company.

Mr. Yao Gexian does not own any shares of the Company, and has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Yao Gexian did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Yao Gexian from having access to the securities market has been taken by the CSRC and Mr. Yao Gexian has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Yao Gexian has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Yao Gexian. Mr. Yao Gexian has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Yao Gexian has not been listed as dishonest person subject to enforcement.

Since December 2017, Mr. Yao served as an director of Gansu Mogao Industrial Development Co.,Ltd (甘肅莫高實業發展股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600543).

Save as disclosed above, Mr. Yao did not hold any other position with the Company or any of its subsidiaries. Mr. Yao did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

— II-1 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

2. Mr. Lian Enzhong (連恩中), formerly known as 連恩忠, aged 55, Chinese nationality (without foreign permanent residency), was born in 1966. He graduated from Gansu Agricultural University in 2000 with a major in economics and management. He has successively served as director of Human Resources Department of Gansu Tianrun Potato Industry (甘肅天潤薯業), deputy general manager of Gansu Dayou Agricultural Technology Co., Ltd. (甘肅大有農業科技有限公司), director of Communications Office and deputy director of Human Resources Department of Gansu Yasheng Industrial (Group) Co., Ltd (甘肅亞盛實業（集團）股份有限公司), deputy investigator of the Organization Department of the Party Committee and Communications Office of Gansu Nongken Group Limited Liability Company, deputy director of the Organization Department of the Party Committee (Human Resources Department) of Gansu Nongken Group Limited Liability Company. He is currently the director of the Human Resources Department of Gansu Nongken Group Limited Liability Company.

Mr. Lian Enzhong does not own any shares of the Company, and has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Lian Enzhong did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Lian Enzhong from having access to the securities market has been taken by the CSRC and Mr. Lian Enzhong has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Lian Enzhong has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Lian Enzhong. Mr. Lian Enzhong has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Lian Enzhong has not been listed as dishonest person subject to enforcement.

Save as disclosed above, Mr. Lian did not hold any other position with the Company or any of its subsidiaries. Mr. Lian did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

3. Mr. Zhang Yu (張宇), aged 43, Chinese nationality (without foreign permanent residency), was born in 1978. He graduated from the Network Education College of Lanzhou University (蘭州大學網絡教育學院) majoring in human resource management, holds a bachelor degree and is an intermediate economist (human resource management). He has successively served as manager and deputy general manager of the Planning Department of Gansu Xingfu Express Travel Agency (甘肅幸福快車旅行社), staff and director of the Enterprise Management Department of Gansu Yasheng Industrial (Group) Co., Ltd, and deputy director of the General Office, Organization Department of the Party Committee, and Human Resources Department of Gansu Nongken Group Limited Liability Company, senior host officer of the General Office of Gansu Nongken Group Limited Liability Company. He is currently the deputy director of the Party Committee Office of Gansu Nongken Group Limited Liability Company.

— II-2 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. Zhang Yu does not own any shares of the Company, and has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Zhang Yu did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Zhang Yu from having access to the securities market has been taken by the CSRC and Mr. Zhang Yu has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Zhang Yu has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Zhang Yu. Mr. Zhang Yu has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Zhang Yu has not been listed as dishonest person subject to enforcement.

Save as disclosed above, Mr. Zhang did not hold any other position with the Company or any of its subsidiaries. Mr. Zhang did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

4. Mr. Yang Yi (楊毅), formerly known as Yang Wangpeng (楊望鵬), aged 35, Chinese nationality (without foreign permanent residency), was born in 1986. He graduated from Gansu Agricultural University (甘肅農業大學) with a bachelor’s degree in education, and served as the corporate accountant of Gansu Nongken Group Limited Liability Company from May 2011 to April 2019, and the secretary of the Party Committee of Gansu Nongken Group Limited Liability Company from April 2019 to date. Mr. Yang Yi was appraised as the “Advanced Individual of Financial reporting for 2011” and the “Advanced Individual of Financial reporting for 2012” by the Gansu SASAC, and the “Outstanding Individual for 2016 Accounting Work Performance in Gansu Province” by the Gansu Provincial Department of Finance.

Mr. Yang Yi does not own any shares of the Company, and has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Yang Yi did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Yang Yi from having access to the securities market has been taken by the CSRC and Mr. Yang Yi has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Yang Yi has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Yang Yi. Mr. Yang Yi has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Yang Yi has not been listed as dishonest person subject to enforcement.

Save as disclosed above, Mr. Yang did not hold any other position with the Company or any of its subsidiaries. Mr. Yang did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

— II-3 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

5. Mr. Ma Hongfu (馬紅富), aged 56, Chinese nationality (without foreign permanent residency), was born in 1966. Mr. Ma obtained a degree of Executive Master of Business Administration (EMBA) from Tsinghua University (清華大學). From 1984 to 1986, Mr. Ma was a teacher in Changning Primary School (昌寧小學) in Minqin County (民勤縣), Gansu Province (甘肅省). From 1988 to 1999, Mr. Ma worked as the chairman of the board and general manager of Gansu Minqin County Hongchang Agriculture and Trading Co., Ltd.* (甘肅省民勤縣宏昌農貿公司). From April 2000 to August 2002, he served as the executive director and general manager of Lanzhou Zhuangyuan Dairy Company Limited* (蘭州莊園乳業有限責任公司) (“Zhuangyuan Dairy”). From September 2002 to May 2004, he served as the chairman of the board and general manager of Zhuangyuan Dairy. From June 2004 to February 2008, he served as the chairman of the board of Zhuangyuan Dairy. From March 2008 to August 2010, Mr. Ma served as the executive director and general manager of Zhuangyuan Dairy. From September 2010 to March 2011, he served as the chairman of the board and general manager of Zhuangyuan Dairy. From April 2011 to 21 December 2017, Mr. Ma served as the chairman of the board and general manager of the Company. From 23 December 2017 to 9 March 2020, Mr. Ma served as the chairman of the board of the Company. He is currently the chairman of the board and general manager of the Company.

Mr. Ma Hongfu currently is a deputy to the 13th People’s Congress of Gansu Province, a member of the Agriculture and Rural Affairs Committee, a deputy to the 16th People’s Congress of Lanzhou City, the president of the Dairy Association of Gansu Province (甘肅奶業協會) and deputy president of the Food Industry Association of Gansu Province (甘肅省食品工業協會). In August 1994, he was honoured as “Youth Spark Leader of the National Countryside (全國農村青年星火帶頭人)” by The Central Committee of the Communist Young League (共青團中央)and State Science and Technology Commission (國家科委). He was awarded the “Outstanding Entrepreneur (優秀企業家)” by Gansu People’s Government (甘肅省政府) in October 2002. He was also awarded the “Labour Model of Lanzhou (蘭州市勞動模範)” in August 2004. In June 2017, he was accredited as “Long Shang New Talent” (隴商新銳人物) by eight departments, such as the propaganda department of the Gansu provincial party committee.

As of the Latest Practicable Date, Mr. Ma Hongfu directly owns 32,197,400 shares of the Company, controls 15,000,000 shares of the Company through controlling Gansu Lucky Cow Investment Co., Ltd.* (甘肅福牛投資有限公司), an institutional shareholder of the Company. The total beneficial shareholdings in the Company by Mr. Ma Hongfu either owned directly or controlled indirectly through controlling Gansu Lucky Cow Investment Co., Ltd.* (甘肅福牛投資有限公司)is 47,197,400 shares, representing 20.20% of the total share capital of the Company. Save as disclosed above, Mr. Ma Hongfu has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Ma Hongfu did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Ma Hongfu from having access to the securities market has been taken by the CSRC and Mr. Ma Hongfu has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Ma Hongfu has not been imposed any administrative punishment by the CSRC, and no stock exchange

— II-4 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE has issued a public censure or circulated a notice of criticism against Mr. Ma Hongfu. Mr. Ma Hongfu has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Ma Hongfu has not been listed as dishonest person subject to enforcement.

Since November 2018, Mr. Ma has been a director of Xi’an Dongfang Dairy Industry Co., Ltd. (西安東方乳業有限公司), our subsidiary. Mr. Ma also served as executive director, manager and legal representative of our subsidiaries, i.e. Qinghai Qinghaihu Dairy Co., Ltd. (青海青海湖乳業有限責任公司), Qinghai Shengya Plateau Pasture Co., Ltd. (青海聖亞高原牧場有限公司), Qinghai Shengyuan Plateau Pasture Co., Ltd. (青海聖源牧場有限公司), Wuwei Ruida Pasture Co., Ltd. (武威瑞達牧場有限公司), Lanzhou Ruixing Farming Co., Ltd. (蘭州瑞興牧業有限公司).

Save as disclosed above, Mr. Ma did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

6. Ms. Zhang Qianyu (張騫予), formerly known as Zhang Hong (張虹), aged 40, Chinese nationality (without foreign permanent residency), was born in 1980. She holds a bachelor degree, is a member of the Chinese Institute of Certified Public Accountants（CICPA）and an associate member of The Institute of Chartered Accountants in England and Wales (ACA). Ms. Zhang obtained her bachelor degree in Accounting from Taiyuan University of Technology (太原理工大學) in July 2003. She has successively served as a business manager of the investment banking department of Xi’an Branch of GF Securities Co., Ltd. and the general manager of the investment banking department of Lanzhou Branch of China CITIC Bank Corporation Limited. Ms. Zhang is currently the Executive Director, secretary of the Board and joint company secretary.

Ms. Zhang Qianyu holds 108,000 shares of the Company, which are restricted shares for equity incentives. Save as disclosed above, Ms. Zhang Qianyu has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Ms. Zhang Qianyu did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Ms. Zhang Qianyu from having access to the securities market has been taken by the CSRC and Ms. Zhang Qianyu has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Ms. Zhang Qianyu has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Ms. Zhang Qianyu. Ms. Zhang Qianyu has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Ms. Zhang Qianyu has not been listed as dishonest person subject to enforcement.

Save as disclosed above, Ms. Zhang did not hold any other position with the Company or any of its subsidiaries. Ms. Zhang did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

— II-5 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

Biographical Details of Independent Directors under the Resolution in relation to the Election of Independent Directors for the Fourth Session of the Board

1. Mr. Wang Haipeng (王海鵬), aged 53, Chinese nationality (without foreign permanent residency), was born in 1969. He holds a bachelor degree and is a member of the Chinese Institute of Certified Public Accountants, an asset appraiser and an economist. He has successively served as planner of State-owned Huaxing Electronic Machinery Factory (國營華興電子機器廠), project manager of Lanzhou Accounting Firm (蘭州市會計師事務所), business director of Lanzhou Hengtong Accounting Co., Ltd. (蘭州恒通會計師事務有限公司), deputy director of Gansu Guanghe Assets Appraisal Co., Ltd. (甘肅廣合資產評估事務有限公司). He is currently the deputy director of Gansu Guanghe Certified Public Accountants Co., Ltd. (甘肅廣合會計師事務有限公司), the head of Gansu Branch of China Enterprise Appraisals Co., Ltd., and the head of Gansu Branch of Beijing China Enterprise Huajianyou Engineering Management Co., Ltd.

Mr. Wang Haipeng does not own any shares of the Company, and has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Wang Haipeng did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Wang Haipeng from having access to the securities market has been taken by the CSRC and Mr. Wang Haipeng has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Wang Haipeng has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Wang Haipeng. Mr. Wang Haipeng has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Wang Haipeng has not been listed as dishonest person subject to enforcement.

Save as disclosed above, Mr. Wang did not hold any other position with the Company or any of its subsidiaries. Mr. Wang did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

Mr. Wang has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), and the Board of Directors considers that he is independent.

— II-6 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

2. Mr. Xie Zhongkui (謝忠奎), aged 57, Chinese nationality (without foreign permanent residency), was born in 1964. He holds a Doctoral degree from Graduate School of Chinese Academy of Sciences (中科院研究生院). He worked at the Institute of Grain Crops, Gansu Academy of Agricultural Sciences (甘肅省農科院糧作所) from 1986 to 1997, served as the head of the Northwest Plateau Institute of Biology, Chinese Academy of Sciences (中科院西北高原生物研究所) from 1997 to 2000, the head of the Northwest Institute of Eco-Environmental Resources, Chinese Academy of Sciences (中科院西北生態環境資源研究院) from 2000 to date, responsible for field station management, scientific research and postgraduate training. He concurrently serves as assistant director of the Gansu Province Agricultural and Pastoral Office (甘肅省農牧廳) and external director of Gansu Nongken Group Limited Liability Company.

Mr. Xie Zhongkui was awarded the Third Prize of National Science and Technology Progress Award for “Research and Demonstration of Mulching and Hole Seeding Cultivation Techniques for Whole Growth Period of Wheat (referred to as Mulched Wheat) (小麥全生育期地膜覆蓋穴播栽培技術(簡稱地膜小麥)研究與示範)” issued by the Ministry of Science and Technology of the PRC, and the First Prize of Provincial Science and Technology Progress Award for “Intelligent Agricultural Information Technology Application Demonstration Project of National 863 Plan -Gansu Demonstration Zone (國家863計劃智能化農業信息技術應用示範工程-甘肅示範區)” issued by the People’s Government of Gansu Province, the Second Prize of Natural Science for “Rainwater Collection and Water Conservation and Ecological Adaptation Mechanism of Vegetation in Semiarid Area (半乾旱區集雨保水與植被生態適應機制)” issued by Ministry of Education of the PRC, the Second Prize for Patent in relation to “Two-way colloidal gold immunochromatographic quick test card for lily cryptovirus, mottle virus and cucumber mosaic virus and preparation method thereof (一種百合隱症病毒、斑駁病毒和黃瓜花葉病毒雙向膠體金免疫層析速測卡及製備方法)” issued by People’s Government of Gansu Province, and the Golden Bridge Award for “Research on Lily Cut Flower and Bulb Propagation Technology (百合切花及種球繁育技術研究)” issued by the China Technology Market Association (中國技術市場協會). During the period of 2005 to 2016, Mr. Xie Zhongkui published successively the《Effect of plastic mulching on soil water use and spring wheat yield in and region of northwest China》、《Evaporation and evapotranspiration in a watermelon field mulched with gravel of different sizes in northwest China》、《Impacts of a gravel-sand mulch and supplemental drip irrigation on watermelon (Citrullus lanatus [Thunb.] Mats. & Nakai) root distribution and yield》、《Particle-size effects on soil temperature, evaporation, water use efficiency and watermelon yield in fields mulched with gravel and sand in semi-arid Loess Plateau of northwest China》、《Influence of gravel mulch stratum thickness and gravel grain size on evaporation resistance》、《In vitro study of the growth, development and pathogenicity responses of Fusarium oxysporum to phthalic acid, an autotoxin from Lanzhou lily》、《Identification of autotoxins from root exudates of Lanzhou lily (Lilium davidii var. unicolor)》、《Purification and immuno-gold labeling of lily mottle virus from lily leaves》.

— II-7 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. Xie Zhongkui does not own any shares of the Company, and has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Xie Zhongkui did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Xie Zhongkui from having access to the securities market has been taken by the CSRC and Mr. Xie Zhongkui has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Xie Zhongkui has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Xie Zhongkui. Mr. Xie Zhongkui has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Xie Zhongkui has not been listed as dishonest person subject to enforcement.

Save as disclosed above, Mr. Xie did not hold any other position with the Company or any of its subsidiaries. Mr. Xie did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

Mr. Xie has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules, and the Board of Directors considers that he is independent.

3. Mr. Sun Jian (孫健), aged 56, Chinese nationality (without foreign permanent residency), was born in 1965. He graduated from the Faculty of Law of Fudan University (復旦大學) with a bachelor degree in law. He is a senior lawyer and an M&A trader of the China Mergers and Acquisitions Association（中國併購公會）. He was a senior partner of Gansu Tianhe Law Firm（甘肅天合律師事務所）and is currently a senior partner of Shanghai Huiye Law Office (上海市匯業律師事務所) and the director of the Lanzhou branch. He has provided legal services for Jiugang Hongxing (酒鋼宏興), Gansu Engineering Consulting (三毛派神), GEPIC Energy (西北化工), Greatwall Electrical (長城電工), Haimo Technologies (海默科技) and other companies in the restructuring, share issuance and listing, refinancing and major asset restructuring, and has served as the chief coordinating lawyer of the acquirer for the completion of Honglou Group (紅樓集團)’s acquisition of Lishang Guochao (蘭州民百), Shengda Group (盛達集團)’s acquisition of Weida Medical Equipment (威達醫械), Shanghai Real Estate Group (上海房地集團)’s acquisition of China Enterprise (中華企業) and Greenland Holdings (金豐投資), and Ronghua Group (榮華集團)’s acquisition of Ronghua Industry (榮華實業) and other listed companies. He participated in the 23rd Independent Director Training of The Shanghai Stock Exchange in 2012 and obtained the qualifications of independent directors.

— II-8 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

Mr. Sun Jian does not own any shares of the Company, and Mr. Sun Jian has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Sun Jian did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Sun Jian from having access to the securities market has been taken by the CSRC and Mr. Sun Jian has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Sun Jian has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Sun Jian. Mr. Sun Jian has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Sun Jian has not been listed as dishonest person subject to enforcement.

Since March 2018, Mr. Sun served as an independent director of Dayu Jieshui Group Company Limited (大禹節水集團股份有限公司), a company listed on The Shenzhen Stock Exchange (stock code: 300021).

Save as disclosed above, Mr. Sun did not hold any other position with the Company or any of its subsidiaries. Mr. Sun did not hold any other directorships in other listed companies in the past three years or any other major appointments and professional qualifications.

Mr. Sun has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules, and the Board of Directors considers that he is independent.

Except as disclosed in the circular, each of the alternate directors above confirms by himself/herself that (i) he/she did not hold any other directorships in any listed companies whose securities are listed on any securities market in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (ii) as at the Latest Practicable Date, he/she does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) as at the Latest Practicable Date, he/she does not hold any position with the Company or any other members of the Group; (iv) as at the Latest Practicable Date, he/she does not have any interests in the shares within the meaning of Part XV of the Securities and Futures Ordinance; (v) there is no information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and (vi) there is no other matters that need to be brought to the attention of the shareholders. The director of the fourth session of the Board will sign a service contract with the Company. The Board recommends that the shareholders, after considering the recommendations of the Remuneration Committee of the Company, authorize the Board to determine the remuneration of the directors of the fourth session of the Board.

— II-9 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

Biographical Details of Non-employee Representative Supervisors under the Resolution in relation to the Election of Non Employee Representative Supervisors for the Fourth Session of the Supervisory Committee

1. Mr. Wang Fengming (王鳳鳴), aged 56, Chinese nationality (without foreign permanent residency), was born in 1965. He graduated from Shihezi Agricultural College (石河子農學院) majoring in agricultural and animal husbandry economic management, holds a bachelor degree and is a senior accountant and agricultural economist. He successively served as the corporate accountant of the Accounting and Finance Department of Gansu Nongken Corporation (甘肅省農墾總公司), and the deputy director of the Finance Department of Gansu Nongken Corporation. He is currently the director of the Audit Department of Gansu Nongken Group Limited Liability Company and the supervisor of Gansu Yasheng Industrial (Group) Co., Ltd.

Mr. Wang Fengming was awarded the first prize of “Independent Audit Preparation and Economic Analysis of Final Financial Accounts of Nongken Enterprises (農墾企業財務决算獨立匯審編制及經濟分析)” for 1 time, second prize of “Independent Audit Preparation and Economic Analysis for Compilation of Final Financial Accounts of Enterprises (企業財務决算彙編獨立會審編制及經濟分析)” issued by the Finance Department of Gansu for 2 times and third prize for 1 time, first prize of “Independent Audit Preparation and Economic Analysis of Final Financial Accounts of Nongken Enterprises (農墾企業財務决算獨立匯審編制及經濟分析)” issued by the Ministry of Agriculture for 1 time and second prize for 1 time. From 1996 to 1999, Mr. Wang Fengming successively published “Practices for Strengthening Financial Management by Gansu Nongken《甘肅農墾加强財務管理的 ( 做法》)” and “Exploration of Final Accounts and Profit Accounting After Restructuring of Nongken Enterprises《農墾企業改制後决算匯總報表與利潤核算的探索》 ( )” on “Chinese Agricultural Accounting《中國農業會計》 ( )”.

Mr. Wang Fengming does not own any shares of the Company, and has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Wang Fengming did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Wang Fengming from having access to the securities market has been taken by the CSRC and Mr. Wang Fengming has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Wang Fengming has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Wang Fengming. Mr. Wang Fengming has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Wang Fengming has not been listed as dishonest person subject to enforcement.

— II-10 — APPENDIX II BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF INDEPENDENT DIRECTORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF INDEPENDENT DIRECTORS FOR THE FOURTH SESSION OF THE BOARD BIOGRAPHICAL DETAILS OF THE NON-EMPLOYEE REPRESENTATIVE SUPERVISORS IN RELATION TO THE RESOLUTION IN RELATION TO THE ELECTION OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

2. Mr. Wang Xuefeng (王學峰), aged 54, Chinese nationality (without foreign permanent residency), was born in 1967. He holds a bachelor’s degree and has served as a workshop technician, party secretary, factory secretary, and acting secretary of the Youth League Committee of Gansu Pump Factory(甘肅水泵廠), deputy director of the office of Lanzhou Jinda Group Co., Ltd. (蘭州金達集團股份有限公司), salesperson and office director of Lanzhou Bateer Food Co., Ltd. (蘭州巴特兒食品有限責任公司), office director and assistant general manager of Lanzhou Jiufang Catering and Entertainment Co., Ltd. (蘭州九方餐飲娛樂有限責任公司), manager of the Administration Department of Lanzhou Zhuangyuan Pasture Co., Ltd. He is currently the administrative director of Lanzhou Zhuangyuan Pasture Co., Ltd.

Mr. Wang Xuefeng holds 27,000 shares of the Company, which are restricted shares for equity incentives. Save as disclosed above, Mr. Wang Xuefeng has no relationship with other shareholders who own 5% or above of the shares in the Company, other directors, supervisors and senior management of the Company. Mr. Wang Xuefeng did not get into the situation set out in Article 146 of the Companies Law of the PRC. No measure of prohibiting Mr. Wang Xuefeng from having access to the securities market has been taken by the CSRC and Mr. Wang Xuefeng has not been publicly determined by any stock exchange to be unsuitable to be a director, a supervisor or a senior management of a listed company. Over the past three years, Mr. Wang Xuefeng has not been imposed any administrative punishment by the CSRC, and no stock exchange has issued a public censure or circulated a notice of criticism against Mr. Wang Xuefeng. Mr. Wang Xuefeng has not been suspected of any crime which is under formal investigation by the judicial authority or any non-compliance which is under formal investigation by the CSRC. Mr. Wang Xuefeng has not been listed as dishonest person subject to enforcement.

Except as disclosed in the circular, each of the alternate supervisors above confirms by himself/herself that (i) he/she did not hold any other directorships in any listed companies whose securities are listed on any securities market in Hong Kong or overseas in the three years prior to the Latest Practicable Date; (ii) as at the Latest Practicable Date, he/she does not have any relationship with any Directors, Supervisor, senior management, substantial shareholders or controlling shareholders of the Company; (iii) as at the Latest Practicable Date, he/she does not hold any position with the Company or any other members of the Group; (iv) as at the Latest Practicable Date, he/she does not have any interests in the shares within the meaning of Part XV of the Securities and Futures Ordinance; (v) there is no information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and (vi) there is no other matters that need to be brought to the attention of the shareholders.

— II-11 — NOTICE OF AGM

Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 (A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 1533)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (“AGM”) of Lanzhou Zhuangyuan Pasture Co., Ltd.* 蘭州莊園牧場股份有限公司 (the “Company”) will be held at 26th Floor, Block B, Shanghui Building of Gansu Province, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province, the People’s Republic of China (“PRC”), at 2:30 p.m. on Tuesday, 29 June 2021 for the following purposes:

AS ORDINARY RESOLUTIONS

To consider and approve the following matters for passing as ordinary resolutions: