Yashili International : PROPOSED RE-ELECTION OF DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND PROPOSED RE-APPOINTMENT OF AUDITORS AND NOTICE OF ANNUAL GENERAL MEETING

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yashili International Holdings Ltd 雅士利國際控股有限公司, you should at once hand this circular, together with the enclosed 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 document, 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.

Yashili International Holdings Ltd

雅士利國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1230)

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

PROPOSED RE-APPOINTMENT OF AUDITORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Yashili International Holdings Ltd 雅士利國際控股有限公司 (the "Company") to be held at 11/F, East Tower, Poly Development Plaza, 832 Yuejiang Road Middle, Haizhu District, Guangzhou City, Guangdong Province, the PRC on Wednesday, 2 June 2021 at 10:30 a.m. is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:30 a.m. (Hong Kong time) on Monday, 31 May 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.yashili.hk).

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the Annual General Meeting, including:

• compulsory body temperature checks and health declarations
• wearing of a surgical face mask for each attendee is a must
• no distribution of corporate gift or refreshment
• maintenance of appropriate distancing and spacing

Any person who does not comply with the precautionary measures or is subject to any PRC Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

30 April 2021

	CONTENTS
		Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

3. Proposed Granting of General Mandates to Repurchase Shares and

		Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	Proposed Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . .	8
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I		-	Details of the Directors Proposed to be Re-elected at the
			Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II	-	Explanatory Statement on the Share Repurchase Mandate . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

This circular is prepared in both English and Chinese.

In the event of inconsistency, the English text of this circular will prevail.

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending Shareholders, proxies, staff and stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted for every Shareholder, proxy and other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.
2. Each attendee must wear a surgical face mask throughout the meeting and inside the meeting venue, and maintain a safe distance between seats.
3. The seating distance inside the meeting venue will be widened so as to reduce interaction among attendees. As a result, only a limited number of seats will be provided.
4. No refreshments will be served, and there will be no distribution of corporate gifts.
5. Each attendee may be asked whether (a) he/she has traveled outside of PRC within the 14-day period immediately before the Annual General Meeting; and (b) he/she is subject to any PRC Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.

To the extent permitted under law, the Company reserves the right to deny entry into the meeting venue or require any person to leave the meeting venue in order to ensure the safety of the attendees at the meeting.

In addition, the Company reminds all Shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this circular.

If any Shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to our registered office or to our email at [e-mail].

If any Shareholder has any question relating to the meeting, please contact Computershare Hong Kong Investor Services Limited, the Company's branch share registrar as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre

183 Queen's Road East, Wan Chai, Hong Kong Website: www.computershare.com/hk/contact Tel: [phone]

Fax: [phone]

- 1 -

DEFINITIONS

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

following meanings:

"Annual General Meeting"	the annual general meeting of the Company to be held
	at 11/F, East Tower, Poly Development Plaza, 832
	Yuejiang Road Middle, Haizhu District, Guangzhou
	City, Guangdong Province, the PRC on Wednesday, 2
	June 2021 at 10:30 a.m., to consider and, if
	appropriate, to approve the resolutions contained in
	the notice of the meeting which is set out on pages 16
	to 20 of this circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company currently in
	force
"Audit Committee"	the audit committee of the Company
"Board"	the board of Directors of the Company
"Company"	Yashili International Holdings Ltd (雅士利國際控股有
	限公司), a company incorporated in the Cayman
	Islands with limited liability, the Shares of which are
	listed on the Main Board of the Stock Exchange (stock
	code: 1230)
"Director(s)"	the director(s) of the Company
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Issuance Mandate"	a general mandate proposed to be granted to the
	Directors to allot, issue or deal with additional Shares
	of not exceeding 20% of the total number of issued
	Shares of the Company as at the date of passing of the
	proposed ordinary resolution contained in item 8 of
	the notice of the Annual General Meeting
"Latest Practicable Date"	26 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information for inclusion in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange as amended from time to time

- 2 -

	DEFINITIONS
"Memorandum"	the memorandum of association of the Company
	currently in force
"Mengniu Dairy"	China Mengniu Dairy Company Limited, a company
	incorporated in the Cayman Islands with limited
	liability with its shares listed on the Main Board of the
	Stock Exchange (stock code: 2319)
"Mengniu Group"	Mengniu Dairy and its subsidiaries
"Mengniu International"	China Mengniu International Company Limited, a
	private company incorporated in the British Virgin
	Islands and a subsidiary of Mengniu Dairy. As of the
	Latest Practicable Date, it is a substantial shareholder
	of the Company, holding approximately 51.04% of the
	issued share capital of the Company
"Nomination Committee"	the nomination committee of the Company
"PRC"	the People's Republic of China
"Prescribed Minimum Public	the minimum prescribed public float percentage
Float Percentage"	applicable to the Company, being 23.42% of the total
	issued share capital of the Company
"Remuneration Committee"	the remuneration committee of the Company
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong, as amended, supplemented
	or modified from time to time
"Share(s)"	ordinary share(s) of HK$0.10 each in the capital of the
	Company or if there has been a subsequent
	sub-division, consolidation, reclassification or
	reconstruction of the share capital of the Company,
	shares forming part of the ordinary equity share
	capital of the Company
"Shareholder(s)"	registered holder(s) of Share(s)

- 3 -

	DEFINITIONS
"Share Repurchase Mandate"	a general mandate proposed to be granted to the
	Directors to repurchase Shares on the Stock Exchange
	of not exceeding 10% of the total number of issued
	Shares of the Company as at the date of passing of the
	proposed ordinary resolution contained in item 7 of
	the notice of the Annual General Meeting
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers and Share
	Buy-backs approved by the Securities and Futures
	Commission as amended from time to time
"%"	per cent.

- 4 -

LETTER FROM THE BOARD

Yashili International Holdings Ltd

雅士利國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1230)

Non-executive Directors:	Registered Office:
Mr. Jeffrey, Minfang Lu (Chairman)	Cricket Square
Mr. Qin Peng	Hutchins Drive, P.O. Box 2681
Mr. Zhang Ping	Grand Cayman KY1-1111
Mr. Gu Peiji (alias Philip Gu)	Cayman Islands
Executive Director:	Head Office and Principal Place of
Mr. Yan Zhiyuan (Chief Executive Officer)	Business in the PRC:
	11/F, East Tower, Poly Development Plaza
Independent Non-executive Directors:	832 Yuejiang Road Central
Mr. Mok Wai Bun Ben	Haizhu District, Guangzhou City
Mr. Cheng Shoutai	Guangdong Province
Mr. Lee Kong Wai Conway	PRC
	Principal Place of Business in
	Hong Kong:
	Room A, 32nd Floor
	COFCO Tower
	262 Gloucester Road
	Causeway Bay
	Hong Kong
	30 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

PROPOSED RE-APPOINTMENT OF AUDITORS

AND

NOTICE OF ANNUAL GENERAL MEETING

- 5 -

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Wednesday, 2 June 2021 for (a) the re-election of the Directors and the granting of the authority to the Board to fix the Directors' remuneration; (b) the granting to the Directors of the Share Repurchase Mandate and the Issuance Mandate to repurchase Shares and to issue Shares; and (c) the proposed re-appointment of auditors respectively.

2. PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises: Mr. Jeffrey, Minfang Lu, Mr. Qin Peng, Mr. Zhang Ping and Mr. Gu Peiji (alias Philip Gu) as non-executive Directors; Mr. Yan Zhiyuan as executive Director; Mr. Mok Wai Bun Ben, Mr. Cheng Shoutai and Mr. Lee Kong Wai Conway as independent non-executive Directors.

Pursuant to Articles 84(1) and 84(2) of the Articles of Association, Mr. Gu Peiji (alias Philip Gu), Mr. Mok Wai Bun Ben and Mr. Lee Kong Wai Conway shall retire by rotation at the Annual General Meeting. All of the above Directors are eligible and will offer themselves for re-election at the Annual General Meeting.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy, as well as the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the above-mentioned Directors including the aforesaid independent non-executive Directors who are due to retire at the Annual General Meeting.

Each of the independent non-executive Directors who has offered themselves for re-election at the Annual General Meeting (namely, Mr. Mok Wai Bun Ben and Mr. Lee Kong Wai Conway) has demonstrated their ability to provide an independent view to the Company's matters during their years of appointment. The Board is of the view that each of them meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines. In addition, the Board is of the view that they have provided valuable contributions to the Company and have demonstrated their abilities to provide independent, balanced and objective view to the Company's affairs.

In proposing each of Mr. Mok Wai Bun Ben and Mr. Lee Kong Wai Conway to be re-elected as an independent non-executive Director at the Annual General Meeting, the Board has considered, among others, the valuable business experience, knowledge and professionalism of Mr. Mok Wai Bun Ben and Mr. Lee Kong Wai Conway, as further described in the details of the respective Directors in Appendix I to this circular.

- 6 -

LETTER FROM THE BOARD

With their unique background, the Board considers that each of Mr. Mok Wai Bun Ben and Mr. Lee Kong Wai Conway is a highly valued and respected member of the Board, and can contribute to the diversity of the Board, in particular, with their strong and diversified educational background and professional experience in their expertise, including their in-depth knowledge in commercial and general management, professional accounting and auditing, international experience, investment strategies and connections in various industries.

Notwithstanding Mr. Lee Kong Wai Conway holds directorship in more than seven listed companies, all such directorships are non-executive in nature. Mr. Lee has maintained his professionalism in various directorships of listed companies he served, and has actively participated in the Board meetings and the Audit Committee meetings of the Company throughout the year ended 31 December 2020. Accordingly, the Board is of the view that he is able to devote sufficient time and attention to perform the duties as an independent non-executive Director.

Therefore, the Board is of the view that the re-election of each of Mr. Mok Wai Bun Ben and Mr. Lee Kong Wai Conway as an independent non-executive Director is in the interest of the Company and Shareholders as a whole and recommends their re-election at the Annual General Meeting.

Biographical information of the Directors proposed for re-election at the Annual General Meeting is set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES

At the annual general meeting of the Company held on 3 June 2020, general mandates were granted to the Directors to repurchase and issue Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting for approval:

1. the granting of authority to the Directors to repurchase Shares on the Stock Exchange of up to a maximum of 474,556,029 Shares, being 10% of the total number of the issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting on the basis that no further Shares are issued or repurchased before the Annual General Meeting (the "Share Repurchase Mandate");
2. the granting of authority to the Directors to allot, issue and deal with additional Shares of up to a maximum of 949,112,059 Shares, being 20% of the total number of the issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting on the basis that no further Shares are issued or repurchased before the Annual General Meeting (the "Issuance Mandate"); and
3. the extension of the Issuance Mandate by adding the total number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

- 7 -

LETTER FROM THE BOARD

With reference to the Share Repurchase Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. PROPOSED RE-APPOINTMENT OF AUDITORS

In accordance with Rule 13.88 of the Listing Rules, an ordinary resolution will be proposed at the Annual General Meeting to re-appoint Ernst & Young as the external auditors of the Company to hold office from the conclusion of the Annual General Meeting until the next annual general meeting and to authorize the Board to fix their remuneration for the year ending 31 December 2021.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 16 to 20 of this circular.

Pursuant to the Listing Rules (except for procedural and administrative matters) and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules. None of the Shareholders is required to abstain from voting on any resolutions to be proposed at the Annual General Meeting pursuant to the Listing Rules and/or the Articles of Association.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.yashili.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:30 a.m. (Hong Kong time) on Monday, 31 May 2021) or the adjourned meeting (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 Annual General Meeting if you so wish.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

- 8 -

LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors consider that the proposed re-election of the Directors, the granting of the authority to the Board to fix the Directors' remuneration, the granting of the Share Repurchase Mandate and Issuance Mandate and the proposed re-appointment of the auditors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Yashili International Holdings Ltd

雅士利國際控股有限公司

Jeffrey, Minfang Lu

Chairman

- 9 -

APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

1. Mr. Gu Peiji (alias Philip Gu) (顧培基(又名Philip Gu)先生), aged 67, was appointed as a non-executivedirector of the Company on 29 April 2019. Mr. Gu received his Master of Laws degree from the East China Institute of Politics and Law (now known as East China University of Political Science and Law) in 1988 and had been teaching in the same institute from 1988 to 1991. Mr. Gu had been a practicing lawyer in Shanghai No. 7 Law Firm (the firm has changed its name to Shanghai Bund Law Firm) for ten years since 1989. Mr. Gu joined Danone Group in 1999, and is currently the general manager of Danone Asia Pacific (Shanghai) Management Co., Ltd and the chairman of the board of Danone (China) Food & Beverage Co., Ltd. In the past, Mr. Gu has also held various positions within Danone Group, including the General Counsel for Danone China.
   As at the Latest Practicable Date, Mr. Gu did not have any interest in Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.
   Save as disclosed above, Mr. Gu does not have any relationship with other Directors, senior management, or substantial or controlling Shareholders of the Company. Save as disclosed above, Mr. Gu did not hold any directorship in the last three years in any other public companies the securities of which are listed in Hong Kong or overseas.
   Mr. Gu has executed a service contract as a non-executive Director with the Company for an initial fixed term of three years commencing from 29 April 2019 and the service contract shall continue unless and until terminated by not less than three months' notice in writing served by either party to another. Mr. Gu is also subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Listing Rules and the Company's Articles of Association. The Company will not pay any remuneration to Mr. Gu during his appointment, but his remuneration is subject to annual review by the Remuneration Committee.
   Save as disclosed above, there is no other information of Mr. Gu that is discloseable pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders.
2. Mr. Mok Wai Bun Ben (莫衛斌先生), aged 72, was appointed as an independent non-executive director of the Company, the Chairman of the Remuneration Committee, and a member of each of the Nomination Committee and the Audit Committee on 15 November 2013. Mr. Mok has been appointed as an independent non-executive director of China Foods Limited (a company listed on the Main Board of the Stock Exchange, stock code: 506) since 29 August 2017. Mr. Mok served as a senior consultant for COFCO Coca-Cola Beverages Limited in 2012. Mr. Mok had served as a general manager of Beijing Coca-Cola Beverage Co., Ltd. from 2002 to 2011. From 1993 to 2001, he was a general manager of Hangzhou BC Foods Company Limited and Nanjing BC Foods Company Limited. Mr. Mok also served as the general manager of Swire Beverages Limited responsible for overseeing bottling plant of Swire Beverages Limited in China. Mr. Mok was awarded a Bachelor degree of Economics from McGill University, Canada in 1975.

- 10 -

APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Mr. Mok did not have any interest in Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Mok does not have any relationship with other Directors, senior management, or substantial or controlling Shareholders of the Company. Save as disclosed above, Mr. Mok did not hold any directorship in the last three years in any other public companies the securities of which are listed in Hong Kong or overseas.

Mr. Mok has executed a service contract as an independent non-executive Director with the Company for an initial fixed term of three years commencing from 15 November 2013 and the service contract shall continue unless and until terminated by not less than three months' notice in writing served by either party to another. Mr. Mok is also subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Listing Rules and the Company's Articles of Association. Pursuant to his service contract with the Company, Mr. Mok is entitled to receive an annual directors' fee of RMB250,000 (including tax). The emoluments of Mr. Mok are determined by the Board with reference to his duties and responsibilities with the Company and are subject to review by the Remuneration Committee from time to time with reference to the Company's performance and profitability, as well as remuneration benchmark in the industry and the prevailing market condition.

Save as disclosed above, there is no other information of Mr. Mok that is discloseable pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders.

1. Mr. Lee Kong Wai Conway (李港衛先生), aged 66, was appointed as an independent non-executive director of the Company, the chairman of the Audit Committee and a member of the Remuneration Committee on 27 November 2013. Mr. Lee has over 30 years of experience in public accounting and auditing, corporate finance, merger and acquisition and initial public offerings. Mr. Lee served at Ernst & Young from September 1980 to September 2009. Mr. Lee was a partner of Ernst & Young and held key leadership positions in the business development of Ernst & Young in China. Mr. Lee is a member of the Institute of Chartered Accountants in England and Wales, the Institute of Chartered Accountants in Australia and New Zealand, the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and the Macau Society of Certified Practising Accountants respectively. From 2007 to 2017, Mr. Lee was a member of Chinese People's Political Consultative Conference of Hunan Province.
   Mr. Lee is an independent non-executive director of Chaowei Power Holdings Limited (stock code: 951), China Modern Dairy Holdings Ltd. (stock code: 1117), GCL New Energy Holdings Limited (stock code: 451), GOME Retail Holdings Limited (stock code: 493), NVC Lighting Holding Limited (stock code: 2222), West China Cement Limited (stock code: 2233), WH Group Limited (stock code: 288) and Guotai Junan Securities Co., Ltd. (stock code: 2611) (the above companies are all listed on the Main Board of the Stock Exchange). From July 2014 to December 2020, Mr. Lee served as an independent non-executive director of China Rundong Auto Group Limited (a company listed on the

- 11 -

APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Main Board of the Stock Exchange, stock code: 1365). From March 2011 to February 2020, Mr. Lee also served as an independent non-executive director of Tibet Water Resources Ltd. (a company listed on the Main Board of the Stock Exchange, stock code: 1115). From July 2014 to September 2015, Mr. Lee also served as a non-executive director of China Environmental Technology and Bioenergy Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1237). From November 2011 to May 2016, Mr. Lee was also an independent non-executive director of CITIC Securities Company Limited (a company listed on the Stock Exchange (stock code: 6030) as well as the Shanghai Stock Exchange (stock code: 600030)). Mr. Lee was an independent non-executive director of China Taiping Insurance Holdings Company Limited (a company listed on the Main Board of the Stock Exchange, stock code: 966) from October 2009 to August 2013. Mr. Lee was an independent non-executive director of Sino Vanadium Inc. (a company which was delisted on the TSX Venture Exchange in December 2011, stock code: SVX) from September 2009 to December 2011.

Mr. Lee graduated from Kingston University (formerly known as Kingston Polytechnic) in London with a Bachelor degree in Arts in July 1980 and further obtained his postgraduate diploma in business from Curtin University of Technology in Australia in February 1988.

As at the Latest Practicable Date, Mr. Lee did not have any interest in Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lee does not have any relationship with other Directors, senior management, or substantial or controlling Shareholders of the Company. Save as disclosed above, Mr. Lee did not hold any directorship in the last three years in any other public companies the securities of which are listed in Hong Kong or overseas.

Mr. Lee has executed a service contract as an independent non-executive Director with the Company for an initial fixed term of three years commencing from 27 November 2013 and the service contract shall continue unless and until terminated by not less than three months' notice in writing served by either party to another. Mr. Lee is also subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Listing Rules and the Company's Articles of Association. Pursuant to his service contract with the Company, Mr. Lee is entitled to receive an annual directors' fee of RMB250,000 (including tax). The emoluments of Mr. Lee are determined by the Board with reference to his duties and responsibilities with the Company and are subject to review by the Remuneration Committee from time to time with reference to the Company's performance and profitability, as well as remuneration benchmark in the industry and the prevailing market condition.

Save as disclosed above, there is no other information of Mr. Lee that is discloseable pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II	EXPLANATORY STATEMENT
	ON THE SHARE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,745,560,296 Shares.

Subject to the passing of the ordinary resolution set out in item 7 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a maximum of 474,556,029 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association, the laws of Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II	EXPLANATORY STATEMENT
	ON THE SHARE REPURCHASE MANDATE

5. SHARE PRICES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months were as follows:

	Month and Year	Highest	Lowest
		HK$	HK$
	April 2020	0.56	0.445
	May 2020	0.47	0.43
	June 2020	0.55	0.44
	July 2020	0.70	0.50
	August 2020	0.65	0.55
	September 2020	0.58	0.51
	October 2020	0.53	0.465
	November 2020	0.53	0.465
	December 2020	0.84	0.49
	January 2021	0.91	0.70
	February 2021	0.79	0.65
	March 2021	0.74	0.54
	April 2021 (up to the Latest Practicable Date)	0.74	0.65
6.	GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder 's interest,

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APPENDIX II	EXPLANATORY STATEMENT
	ON THE SHARE REPURCHASE MANDATE

could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Shareholders who were interested in 10% or more of the issued share capital of the Company were as follows:

			Percentage interest
			in the issued share
		Current	capital of the
		percentage	Company in the
		interest in the	event the Share	Number of
		issued share	Repurchase	shares
		capital of the	Mandate is	beneficially
Name of Shareholder	Note	Company	exercised in full	held
Mengniu Dairy	1	51.04%	56.71%	2,422,150,437
Mengniu International	1	51.04%	56.71%	2,422,150,437
Danone Asia Baby Nutrition Pte. Ltd.
("Danone Asia")	2	25.00%	27.78%	1,186,390,074
Danone Baby and Medical Nutrition BV	2	25.00%	27.78%	1,186,390,074
Danone SA	2	25.00%	27.78%	1,186,390,074
Nutricia International BV	2	25.00%	27.78%	1,186,390,074

Notes:

1. Mengniu Dairy is deemed interested in 2,422,150,437 Shares through its 99.95% owned subsidiary, Mengniu International.
2. Danone SA is the sole shareholder of Danone Baby and Medical Nutrition BV, which, in turn, is the sole shareholder of Nutricia International BV, which, in turn, is the sole shareholder of Danone Asia. Danone Asia directly held 1,186,390,074 Shares.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the Prescribed Minimum Public Float percentage.

Save as disclosed above, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Share Repurchase Mandate.

8. REPURCHASE OF SHARES BY THE COMPANY

The Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding to the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

Yashili International Holdings Ltd

雅士利國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1230)

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of shareholders and to prevent the spreading of the Novel Coronavirus (COVID-19) pandemic, the following precautionary measures will be implemented at the Annual General Meeting, including:

• compulsory body temperature checks and health declarations
• wearing of a surgical face mask for each attendee is a must
• no distribution of corporate gift or refreshment
• maintenance of appropriate distancing and spacing

Any person who does not comply with the precautionary measures or is subject to any PRC Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Yashili International Holdings Ltd 雅士利國際控股有限公司 (the "Company") will be held at 11/F, East Tower, Poly Development Plaza, 832 Yuejiang Road Middle, Haizhu District, Guangzhou City, Guangdong Province, the PRC on Wednesday, 2 June 2021 at 10:30 a.m. for the following purposes:

1. To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2020.
2. To re-elect Mr. Gu Peiji (alias Philip Gu) as a non-executive director of the Company.
3. To re-elect Mr. Mok Wai Bun Ben as an independent non-executive director of the Company.
4. To re-elect Mr. Lee Kong Wai Conway as an independent non-executive director of the Company.
5. To authorize the board of directors of the Company (the "Board") to fix the remuneration of the directors of the Company.
6. To re-appoint Ernst & Young as auditors of the Company and to authorize the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT:
2. 1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
   2. the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
   3. for the purposes of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
      3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting."
3. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT:
4. 1. subject to compliance with the prevailing requirements of the Listing Rules and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company; and
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

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NOTICE OF ANNUAL GENERAL MEETING

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 7 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

On behalf of the Board

Yashili International Holdings Ltd

雅士利國際控股有限公司

Jeffrey, Minfang Lu

Chairman

Hong Kong, 30 April 2021

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Company's articles of association and the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder may appoint such number of proxies to represent him and vote on his behalf at the above meeting. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the above meeting (i.e. not later than 10:30 a.m. (Hong Kong time) on Monday, 31 May 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. For the purpose of determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Thursday, 27 May 2021 to Wednesday, 2 June 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 26 May 2021.
   In the event that the Annual General Meeting is adjourned to a date later than 2 June 2021 because of bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the above meeting will remain the same as stated above.
2. In relation to the proposed Resolution no. 6 above, the Board concurs with the views of the audit committee of the Board and has recommended that Ernst & Young be re-appointed as auditors of the Company.
3. A circular containing further details concerning Resolution nos. 2 to 5 and Resolution nos. 7 to 9 set out in this notice will be despatched to the shareholders of the Company.
4. In order to facilitate the prevention and control of the epidemic and to safeguard the health and safety of the shareholders, the Company encourages that the shareholders to consider appointing the chairman of the meeting as his/her proxy to vote on the relevant resolution(s) at the meeting, instead of attending the meeting in person.
5. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board comprises: Mr. Jeffrey, Minfang Lu (Chairman), Mr. Qin Peng, Mr. Zhang Ping and Mr. Gu Peiji (alias Philip Gu) as non-executive directors; Mr. Yan Zhiyuan as executive director; and Mr. Mok Wai Bun Ben, Mr. Cheng Shoutai and Mr. Lee Kong Wai Conway as independent non-executive directors.

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