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POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 12 JUNE 2024

2024-06-12 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 announcement.China Modern Dairy Holdings Ltd.中国现代牧业控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1117) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 12 JUNE 2024 Reference is made to the circular of China Modern Dairy Holdings Ltd. (the “Company”) dated 26 April 2024 (the “Circular”) in relation to among other things general mandates to issue shares and to repurchase shares and re-election of Directors. Unless the context requires otherwise terms used herein shall have the same meanings as in the Circular.POLL RESULTS OF THE ANNUAL GENERAL MEETING The Board is pleased to announce that all resolutions were duly passed by the Shareholders attending and voting by way of poll at the Annual General Meeting held on 12 June 2024. The Company’s branch share registrar and transfer office in Hong Kong Computershare Hong Kong Investor Services Limited was appointed as the scrutineer for the vote-taking at the Annual General Meeting.As at the date of the Annual General Meeting the total number of issued Shares in the capital of the Company was 7915662048 Shares. None of the Shareholders were required to abstain from voting at the Annual General Meeting. Accordingly there were a total of 7915662048 Shares representing the entire issued share capital of the Company entitling the Shareholders to attend and vote for or against the resolutions proposed at the Annual General Meeting. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the Annual General Meeting.– 1 –The poll results in respect of the resolutions were as follows: NUMBER OF VOTES ORDINARY RESOLUTIONS (approximate %) FOR AGAINST 1. To receive and consider the audited consolidated 4247857069 0 financial statements of the Company and its subsidiaries (100.00%) (0.00%) and the reports of the directors and auditors of the Company for the year ended 31 December 2023. 2. To approve the proposed final dividend of RMB0.0045 4247857069 0 per share for the year ended 31 December 2023. (100.00%) (0.00%) 3. To re-elect the following directors of the Company (“Directors”) and authorize the board of Directors to fix directors’ fees including: 3.(A) to re-elect Mr. Zhu Xiaohui as a Director; 4091874069 155983000 (96.33%)(3.67%) 3.(B) to re-elect Ms. Gan Lu as a Director; 4091889069 155968000 (96.33%)(3.67%) 3.(C) to re-elect Mr. Chow Ming Sang as a Director; and 4039525679 208331390 (95.10%)(4.90%) 3.(D) to authorize the board of Directors to fix directors’ 4246020069 1837000 fees. (99.96%) (0.04%) 4. To re-appoint Deloitte Touche Tohmatsu as the 4247855069 2000 Company’s auditors and to authorize the board of (99.99%) (0.01%) directors of the Company to fix their remuneration. 5. To grant a general mandate to the directors of the 3993659645 254197424 Company to allot issue and deal with new shares (94.02%) (5.98%) 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 4247857069 0 Company to repurchase shares not exceeding 10% of (100.00%) (0.00%) the issued share capital of the Company as at the date of passing this resolution.– 2 –NUMBER OF VOTES ORDINARY RESOLUTIONS (approximate %) FOR AGAINST 7. Conditional upon the passing of resolutions numbered 4149454645 98402424 5 and numbered 6 set out in the notice convening (97.68%) (2.32%) 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. 8. (a) to approve confirm and ratify the Option 4056812626 191044443 Agreement dated 1 February 2024 entered into (95.50%) (4.50%) between the Company and China Agricultural Reclamation Industry Development Fund (Limited Partnership) (中国农垦产业发展基 金(有限合伙)) in relation to the allotment and issuance of option shares (the “Option Shares”) at the exercise price as set out in the Option Agreement (the “Option Agreement”) and all the transactions contemplated thereunder; (b) conditional upon the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the Option Shares to be allotted and issued to grant a specific mandate to the Directors to allot and issue the Option Shares in accordance with the terms of the Option Agreement; and (c) to authorize any one or more of the Directors to execute all such documents and do all such acts and things as he/she/they may in his/her/their absolute discretion consider to be necessary desirable appropriate or expedient to implement and/or to give effect to the Option Agreement the transactions contemplated thereunder and the allotment and issue of the Option Shares under the relevant specific mandate.– 3 –As more than half of the valid votes were cast in favour of Resolutions No. 1 to No. 8 all these resolutions were duly passed as ordinary resolutions.The following Directors attended the Annual General Meeting either in person or by electronic means: Mr. ZHAO Jiejun Mr. ZHANG Ping Mr. SUN Yugang Mr. ZHU Xiaohui Mr. CHEN Yiyi Ms. GAN Lu Mr. CHOW Ming Sang and Mr. LEE Kong Wai Conway. Mr. LI Shengli was unable to attend the Annual General Meeting due to other work commitment.PAYMENT OF DIVIDEND The final dividend of the Company of RMB0.0045 per ordinary share for the year ended 31 December 2023 (the “Final Dividend”) will be paid on or about Friday 28 June 2024 to shareholders whose names appear on the register of members of the Company on Thursday 20 June 2024. The Final Dividend to be paid to the Company’s shareholders shall be HK$0.00494 per ordinary share calculated with reference to the median exchange rate between Renminbi (“RMB”) and Hong Kong Dollars (“HK$”) as announced by the People’s Bank of China on 12 June 2024 (the date when the shareholders of the Company approved the Final Dividend) which was HK$1 = RMB0.9108.By Order of the Board China Modern Dairy Holdings Ltd.LI Kwok Fat Company Secretary Hong Kong 12 June 2024 As of the date of this announcement the executive directors are Mr. SUN Yugang and Mr. ZHU Xiaohui the non-executive directors are Mr. ZHAO Jiejun (Chairman) Mr. ZHANG Ping Mr. CHEN Yiyi and Ms. GAN Lu the independent non-executive directors are Mr. LI Shengli Mr. LEE Kong Wai Conway and Mr. CHOW Ming Sang.–4–