China Modern Dairy Holdings Ltd. — Proxy Solicitation & Information Statement 2021

Apr 27, 2021

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China Modern Dairy Holdings Ltd. 中國現代牧業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1117)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD AT JASMINE ROOM 1/F., MANDARIN ORIENTAL HONG KONG, 5 CONNAUGHT ROAD CENTRAL, HONG KONG ON (WEDNESDAY) 2 JUNE 2021 AT 8:45 A.M.

I/We (Note 1)

of

capitalbeing theof registeredChina Modernholder(s)Dairyof (Note Holdings 2) Ltd. (the “ Company ”) HEREBY APPOINT (Note 3) the Chairman of the AnnualordinaryGeneralshares inMeetingthe shareor

of

as my/our proxy to attend and vote for me/us at the annual general meeting (the “ Annual General Meeting ”) of the Company to be held at Jasmine Room 1/F., Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong on (Wednesday) 2 June 2021 at 8:45 a.m. and at any adjournment thereof and to vote for me/us and in my/our name(s) in respect of such resolutions as indicated below and, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.	To receive and consider the audited consolidated financial statements of the Company and
		its subsidiaries and the reports of the directors and auditors of the Company		for the year
		ended 31 December 2020.
	2	To approve the proposed final dividend of RMB0.02 per share for the year ended 31
		December 2020.
	3.	To re-elect the following directors of the Company	(“Directors”) and authorized the board
		of Directors to fix directors’ fees, including:
		(A)to re-elect Ms. Gao Lina as a Director;
		(B)to re-elect Mr. Zhao Jiejun as a Director;
		(C)to re-elect Mr. Li Shengli as a Director;
		(D)to re-elect Mr. Lee Kong Wai, Conway as a	Director; and
		(E)to authorize the board of Directors to fix directors’ fees.
	4.	To re-appoint Deloitte Touche Tohmatsu as the Company’s auditors and to authorize the
		board of directors of the Company to fix their remuneration.
	5.	To grant a general mandate to the directors of the Company to allot, issue and deal with new
		shares not exceeding 20% of the issued share capital of the Company as at		the date of
		passing this resolution.
	6.	To grant a general mandate to the directors of the Company to repurchase shares not
		exceeding 10% of the issued share capital of the Company as at the date of		passing this
		resolution.
	7.	Conditional upon the passing of resolutions numbered 5 and numbered 6 set out		in the notice
		convening the Annual General Meeting, the aggregate nominal amount of the shares in the
		Company which are repurchased or otherwise acquired by the Company		pursuant to
		resolution numbered 6 shall be added to the aggregate nominal amount of the shares which
		may be issued pursuant to resolution numbered 5.

Dated this day of 2021 Signature (Note 5) :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

4. Important: If you wish to vote for the resolution, tick in the appropriate box marked “FOR”. If you wish to vote against the resolution, tick in the appropriate box marked “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than referred to above.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, either under seal, under the hand of an officer, attorney or other person duly authorized.

6. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares of the Company as if he were solely entitled thereto; but if more than one of such joint registered holders be present at the meeting personally or by proxy, then the registered holder so present whose name stands first on the register of members of the Company in respect of such shares of the Company will alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy along 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, must be completed and delivered at the branch share registrar of the Company, 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 meeting or any adjourned meeting thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) and, in such event, the relevant form of proxy shall be deemed to be revoked.

8. Any alteration made to this form of proxy must be initialed by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupply instructionsof your and yourfor theproxy’sAnnual(orGeneralproxies’)Meetingname(s)ofandtheaddress(es)Company is(theon “a Purposes voluntary”).basisWe formaythetransferpurposeyourof processingand your proxy’syour request(or proxies’)for the appointmentname(s) andofaddress(es)a proxy (ortoproxies)our agent,and contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.