THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in YuanShengTai Dairy Farm Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. YuanShengTai Dairy Farm Limited 原生態牧業有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 1431) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; AND RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING Capitalised terms used in the lower portion of the front and front cover inside page shall have the same respective meanings as those defined in the section headed “Definitions” of this circular. A notice convening the 2019 AGM to be held at Jiangbei Room, Songbei Shangri-La Hotel, No. 1 Songbei Avenue, Songbei District, Harbin 150028, the PRC on Tuesday, 25 June 2019 at 10:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use in connection with the 2019 AGM is enclosed with this circular. If you do not intend to attend the 2019 AGM but wish to exercise your right as a Shareholder, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not later than 48 hours before the time appointed for holding the 2019 AGM (i.e. on or before 10:00 a.m. on Sunday, 23 June 2019 (Hong Kong time) or its adjournment. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the 2019 AGM or its adjournment should you so wish. If you attend and vote at the 2019 AGM, the authority of your proxy will be revoked. 26 April 2019 CONTENTS Page DEFINITIONS ............................................................ 1 EXPECTED TIMETABLE .................................................. 3 LETTER FROM THE BOARD Introduction .......................................................... 4 Issue Mandate ........................................................ 5 Repurchase Mandate ................................................... 5 Extension of General Mandate to Issue Shares ................................ 6 Re-election of Directors ................................................. 6 2019 AGM ........................................................... 7 Voting by Poll ........................................................ 7 Responsibility Statement ................................................ 7 Recommendation ...................................................... 8 APPENDIX I – DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED .... 9 APPENDIX II – EXPLANATORY STATEMENT .............................. 13 NOTICE OF ANNUAL GENERAL MEETING .................................. 17 This circular is prepared in both English and Chinese. In the event of inconsistency, the English text of this circular will prevail. – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings: “2019 AGM” the AGM to be held at Jiangbei Room, Songbei Shangri-La Hotel, No. 1 Songbei Avenue, Songbei District, Harbin 150028, the PRC on Tuesday, 25 June 2019 at 10:00 a.m. “AGM” the annual general meeting of the Company “Audit Committee” the audit committee of the Board “Board” the board of Directors “Bye-laws” the bye-laws of the Company as adopted by the Shareholders on 7 November 2013 and as amended, supplemented or otherwise modified from time to time “close associate(s)” has the meaning ascribed thereto under the Listing Rules “Company” YuanShengTai Dairy Farm Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 1431) “controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules “core connected person(s)” has the meaning ascribed thereto under the Listing Rules “Directors” the directors of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “INED(s)” independent non-executive Director(s) “Issue Mandate” the general and unconditional mandate proposed to be granted to the Directors at the 2019 AGM to allot, issue and deal with Shares not exceeding 20% of the aggregate number of the issued Share as at the date of passing the relevant resolution for approving such mandate – 1 – DEFINITIONS “Latest Practicable Date” 16 April 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information to be contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time “Nomination Committee” the nomination committee of the Board “PRC” the People’s Republic of China and for the purposes of this circular excluding Hong Kong, the Macau Special Administration Region and Taiwan “Remuneration Committee” the remuneration committee of the Board “Repurchase Mandate” the general and unconditional mandate proposed to be granted to the Directors at the 2019 AGM to repurchase Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of the passing of the relevant resolution granting such mandate “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time “Share(s)” ordinary share(s) with a nominal value of HK$0.01 each in the capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules “substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs as amended, supplemented or otherwise modified from time to time and administered by the Securities and Futures Commission of Hong Kong “%” per cent. – 2 – EXPECTED TIMETABLE Latest time for lodging transfer of Shares ..................... 4:30 p.m., Wednesday, 19 June 2019 Book closure period (both days inclusive) ............................ Thursday, 20 June 2019 to Tuesday, 25 June 2019 Record date for determining entitlement to attend and vote at the 2019 AGM .................................... Tuesday, 25 June 2019 2019 AGM ....................................................... Tuesday, 25 June 2019 Announcement on poll results of 2019 AGM ............................. Tuesday, 25 June 2019 Re-opening of register of members ...................................Wednesday, 26 June 2019 – 3 – LETTER FROM THE BOARD YuanShengTai Dairy Farm Limited 原生態牧業有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 1431) Executive Directors: Registered Office: Mr. Zhao Hongliang (趙洪亮) Clarendon House Mr. Fu Wenguo (付文國) 2 Church Street Mr. Chen Xiangqing (陳祥慶) Hamilton HM 11 Mr. Liu Gang (劉剛) Bermuda Non-executive Director: Headquarters and Principal Place Mr. Lau Ho Fung (劉浩峰) of Business in the PRC: Qingxiang Street INEDs: Kedong, Qiqihar Mr. Zhang Yuezhou (張月周) Heilongjiang Province Mr. Zhu Zhanbo (朱戰波) PRC Mr. Meng Jingzong (alias Owens Meng) (蒙靜宗) Principal Place of Business in Hong Kong: 31/F, 148 Electric Road North Point Hong Kong 26 April 2019 To the Shareholders Dear Sir or Madam, PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; AND RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The Directors wish to seek the approval of the Shareholders at the 2019 AGM for, among other matters, the grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate and the proposed re-election of Directors. – 4 – LETTER FROM THE BOARD The purpose of this circular is to give you (i) the information regarding the resolutions to be proposed at the 2019 AGM relating to the granting to the Directors the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate and the re-election of the Directors; and (ii) the notice of the 2019 AGM. ISSUE MANDATE The Company’s existing mandate to issue Shares was approved by its then Shareholders at the AGM held on 25 June 2018. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the 2019 AGM. An ordinary resolution will be proposed at the 2019 AGM to grant the Issue Mandate to the Directors. Based on 4,690,496,400 issued