Ausnutria Dairy Corporation Ltd — Proxy Solicitation & Information Statement 2021

Dec 14, 2021

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AUSNUTRIA DAIRY CORPORATION LTD ����������

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1717)

Proxy form for Extraordinary General Meeting

I/We[(Note][1)] of

being the registered holder(s) of[(Note][2)] shares of HK$0.10 each in the share capital of AUSNUTRIA DAIRY CORPORATION LTD (the ‘‘Company’’) hereby appoint[(Note][3)] (name) of (address)

or failing him, the Chairman of the meeting as my/our proxy to attend and vote for me/us on my/our behalf at the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at 22nd Floor, Block A, Building 1, Ausnutria Building, Suncity, Purui East Road, Yueliangdao Street, Wangcheng District, Changsha City, Hunan Province, the PRC on Friday, 31 December 2021 at 9:30 a.m. and at any adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 15 December 2021.

	As Ordinary Resolution	As Ordinary Resolution	For (Note 4)	Against (Note 4)
	1	(a) To approve, confirm and ratify the conditional Subscription Agreement dated 27 October 2021 entered into between the Company and the Offeror in relation to the proposed Share Subscription of a total of 90,000,000 Shares at the Subscription Price of HK$10.06 per Subscription Share and the transactions contemplated thereunder.
		(b) To authorise any one Director(s) to do all such acts and things, to sign and execute all such documents/agreements/deeds and take all such actions as he/she/they may in his/ her/their absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Subscription Agreement and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and the Shareholders as a whole.
		(c) Subject to and conditional upon the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Subscription Shares, to grant the Directors the Specific Mandate which shall entitle the Directors to exercise all the powers of the Company to issue, allot and credit as fully paid, the Subscription Shares, on and subject to the terms and conditions of the Subscription Agreement, provided that the Specific Mandate shall be in addition to, and shall not prejudice nor revoke any general or specific mandates(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution.

Date this

day of 2021 Signature(s)[(Note][5)] :

Notes:

1. Full name(s) and address(es) to be inserted in block capitals.

1. Please insert the number of shares in the Company registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. Where the proxy appointed is not the Chairman of the EGM, please cross out ‘‘or failing him, the Chairman of the meeting’’ and fill in name(s) and address(es) of the proxy in the space provided. Each Shareholder is entitled to appoint one or more than one proxy to attend and vote at the EGM on his behalf. The proxy needs not be a member of the Company.

3. If you wish to vote for any resolution, please ‘‘✓’’ the box marked ‘‘For’’ beside the resolution. If you wish to vote against the resolution, please ‘‘✓’’ the box marked ‘‘Against’’ beside the resolution. Any alteration made to this proxy form must be initialled by the person(s) who sign(s) it. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than that referred to in the notice convening the EGM. 5. This form of proxy must be signed by you or your attorney duly authorised in writing or in the case of a corporation must be either under its common seal or under the hand of an officer or attorney duly authorised.

1. Where there are joint registered holders of any share, any one of such persons may vote at the EGM (or at any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, shall be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof.

3. Completion and deposit of the proxy form shall not preclude you from attending and voting in person at the EGM or any adjourned meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.