Ausnutria Dairy : PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS, PROPOSED FINAL DIVIDEND 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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ausnutria Dairy Corporation Ltd, 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 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.

AUSNUTRIA DAIRY CORPORATION LTD

澳 優 乳 業 股 份 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1717)

PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

PROPOSED FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Ausnutria Dairy Corporation Ltd ("AGM") to be held at 8th Floor, XinDaXin Building A, No. 168 Huangxing Middle Road, Changsha City, Hunan Province, the PRC, on Tuesday, 11 May 2021 at 10:00 a.m. is set out on pages 15 to 18 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the commencement of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please see page 3 of this document for measures being taken by Ausnutria Dairy Corporation Ltd to try to prevent and control the spread of the coronavirus disease at the AGM, including:

• compulsory temperature checks
• compulsory wearing of surgical face masks
• no distribution of corporate gifts and/or refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. In order to facilitate the prevention and control of the coronavirus disease, and to safeguard the health and safety of its shareholders, the Company encourages its shareholders to consider appointing the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

8 April 2021

			CONTENTS
				Page
DEFINITIONS	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
PRECAUTIONARY MEASURES FOR THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction
A.	Granting of General Mandates to issue Shares and repurchase Shares . . . . . . . . . . . . . . . . . .	5
	1. General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	2. General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	3. Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
B.	Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
C.	Final Dividend	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
D.	AGM . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
E.	Procedures and results for poll voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
F.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
G.	Miscellaneous	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX 1	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX 2	-	The Biographical Details of Directors Proposed To Be Re-elected . . . . . .	12
APPENDIX 3	-	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at 8th
	Floor, XinDaXin Building A, No. 168 Huangxing Middle Road,
	Changsha City, Hunan Province, the PRC, on Tuesday, 11 May
	2021 at 10:00 a.m.

"Annual Report"

"Articles of Association"

"associates"

"Board"

"Companies Law"

"Company"

the annual report of the Company for the year ended 31 December 2020 despatched to the Shareholders together with this circular

the articles of association of the Company, as amended or supplemented from time to time

has the meaning ascribed to it under the Listing Rules

the board of Directors

the Company Law, Chapter 22 (law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended or supplemented from time to time

Ausnutria Dairy Corporation Ltd（澳優乳業股份有限公司）, a limited liability company incorporated and existing under the laws of the Cayman Islands on 8 June 2009 and the Shares are listed on the Main Board of the Stock Exchange (Stock code: 1717)

"Director(s)"

"Group"

"Hong Kong"

"Issue Mandate"

the director(s) of the Company

the Company and its subsidiaries

The Hong Kong Special Administrative Region of the PRC

subject to the conditions set out in the relevant proposed resolution, the general and unconditional mandate granted to the Board to exercise the power to allot, issue and deal with Shares up to a maximum of 20% of the number of total issued Shares as at the date of the said resolution

"Latest Practicable Date"30 March 2021, being the latest practicable date of ascertaining certain information contained in this circular prior to its publication

- 1 -

DEFINITIONS

"Listing Rules"

"PRC"

"Repurchase Mandate"

"SFO"

"Share(s)"

"Shareholder(s)" "Stock Exchange" "Takeovers Code"

"HK$" "%"

the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time

the People's Republic of China. For the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan

subject to the conditions set out in the relevant proposed resolution, the general and unconditional mandate granted to the Board to exercise the power to repurchase Shares not exceeding 10% of the number of total issued Shares as at the date of the said resolution

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

ordinary share(s) of nominal value of HK$0.10 each in the capital of the Company

registered shareholder(s) of the Company

The Stock Exchange of Hong Kong Limited

The Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong approved by the Securities and Futures Commission as amended or supplemented from time to time

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

- 2 -

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing coronavirus disease (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect all attending Shareholders, staff and other stakeholders from the risk of infection:

1. the Company encourages the Shareholders to consider appointing the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person;
2. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
3. each attendee must wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats; and
4. no refreshments will be served, and there will be no corporate gifts.

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

In the interest of all stakeholders' health and safety and consistent with recent pandemic guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form is attached to the AGM Circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the "Investors - Circulars" section of the Company's website at http://ausnutria.com.hk/en/ir/circulars.php. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If the Shareholders choose not to attend the AGM in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via its investors contact as follows:

Investor Relations

Contact Person: Ms. Tracy Sun

Email: [e-mail]

- 3 -

LETTER FROM THE BOARD

AUSNUTRIA DAIRY CORPORATION LTD

澳 優 乳 業 股 份 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1717)

Executive Directors:	Registered Office:
Mr. Yan Weibin (Chairman)	Cricket Square
Mr. Bartle van der Meer (Chief Executive Officer)	Hutchins Drive
Ms. Ng Siu Hung	P. O. Box 2681
	Grand Cayman KY1-1111
Non-executive Directors:	Cayman Islands
Mr. Shi Liang (Vice-chairman)
Mr. Qiao Baijun	Principal Place of Business
Mr. Tsai Chang-Hai	in Hong Kong:
	Unit 16, 36/F., China Merchants Tower
Independent Non-executive Directors:	Shun Tak Centre
Mr. Jason Wan	168-200 Connaught Road Central
Mr. Lau Chun Fai Douglas	Hong Kong
Mr. Aidan Maurice Coleman
	8 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

PROPOSED FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to (i) provide you with information regarding the Issue Mandate and the Repurchase Mandate; (ii) provide you with information regarding the re-election of the retiring Directors; (iii) provide you with information regarding the proposed final dividend; and (iv) give you notice of the AGM.

- 4 -

LETTER FROM THE BOARD

1. GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

This circular gives details regarding the granting of general mandates to issue Shares and repurchase Shares in compliance with the Listing Rules.

1. General mandate to issue Shares

On 14 May 2019, a general mandate was granted to the Directors to exercise the powers of the Company to issue Shares. In accordance with conditions of the general mandate granted, such mandate will lapse at the conclusion of the forthcoming AGM and has not been renewed yet.

At the AGM, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, the grant of the Issue Mandate to the Directors to allot, issue and deal with Shares up to 20% of the number of total issued Shares on the date of passing this ordinary resolution (i.e. not exceeding 343,209,035 Shares based on the 1,716,045,175 Shares in issue as at the Latest Practicable Date and assuming that there is no change in the number of issued Shares between the period from the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate). In addition, an ordinary resolution will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate the number of Shares purchased under the Repurchase Mandate (refer to section 2 below), if granted.

Details of the Issue Mandate and the extension of the Issue Mandate are respectively set out in resolutions 6 and 8 in the notice of the AGM set out on pages 15 to 17 of this circular. The Issue Mandate will remain in effect until whichever is the earliest of (a) the conclusion of the next annual general meeting of the Company unless the mandate is renewed either unconditionally or subject to conditions by ordinary resolution passed at that meeting; or (b) the expiration of the period within which the next annual general meeting of the Company is required by Articles of Association or the applicable laws of the Cayman Islands to be held; or (c) the passing of an ordinary resolution by the Shareholders in a general meeting revoking or varying such mandate.

2. General mandate to repurchase Shares

A general mandate to repurchase Shares was granted by the Shareholders in the annual general meeting of the Company held on 28 April 2020 to the Directors to exercise the powers of the Company to repurchase Shares, and thereafter, such mandate will lapse at the conclusion of the forthcoming AGM and has not been renewed yet.

- 5 -

LETTER FROM THE BOARD

At the AGM, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, renew the grant of the Repurchase Mandate to the Directors to repurchase Shares up to 10% of the number of total issued Shares on the date of passing of the resolution approving the Repurchase Mandate.

As at the Latest Practicable Date, the Company had 1,716,045,175 Shares in issue. Assuming that there is no change in the number of issued Shares between the period from the Latest Practicable Date and the date of passing the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate on the date of passing the resolution approving the Repurchase Mandate will be 171,604,517 Shares, representing 10% of the then issued Shares.

Details of the Repurchase Mandate are set out in resolution 7 in the notice of the AGM set out on page 17 of this circular and the explanatory statement set out in Appendix 1 to this circular. The Repurchase Mandate will remain in effect until whichever is the earliest of (a) the conclusion of the next annual general meeting of the Company unless the mandate is renewed either unconditionally or subject to conditions by ordinary resolution passed at that meeting; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the applicable laws of the Cayman Islands to be held; or (c) the passing of an ordinary resolution by the Shareholders in a general meeting revoking or varying such mandate.

3. Explanatory Statement

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix 1 to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate.

1. RE-ELECTIONOF THE RETIRING DIRECTORS

In accordance with Article 84 of the Articles of Association, Ms. Ng Siu Hung, Mr. Shi Liang and Mr. Qiao Baijun will retire by rotation at the conclusion of the forthcoming AGM and, being eligible, offer themselves for re-election.

The biographical details of the aforesaid Directors proposed to be re-elected are set out in Appendix 2 to this circular. An ordinary resolution approving their re-elections will be proposed at the AGM.

- 6 -

LETTER FROM THE BOARD

1. FINAL DIVIDEND

The Board has recommended a final dividend of HK$0.27 per Share for the year ended 31 December 2020 to be distributed from the Company's share premium account to the Shareholders whose names appear on the register of members of the Company on 7 June 2021. Subject to the approval of the Shareholders at the forthcoming AGM, the proposed final dividend is expected to be paid on or around 24 June 2021.

1. AGM
   A notice convening the AGM is set out on pages 15 to 18 of this circular.

The Annual Report incorporating, among other things, the audited consolidated financial statements of the Group for the year ended 31 December 2020 and the reports of the Directors and the auditors thereon are despatched to the Shareholders together with this circular.

A proxy form for use at the AGM is enclosed, a copy of which can also be obtained via the website of the Company at www.ausnutria.com.hk or the website of the Stock Exchange at www.hkexnews.hk.

Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the commencement of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending in person and voting at the AGM or any adjourned meeting if you so wish.

1. PROCEDURES AND RESULTS FOR POLL VOTING

Pursuant to Rule 13.39(4) of the Listing Rules and Article 66 of the Articles of Association, at any general meeting, a resolution put to the vote of a meeting shall be taken by poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every Share held which is fully paid or credited as fully paid.

The results of the poll on all the resolutions as set out in the notice of the AGM in both English and Chinese will be published on the website of the Company at www.ausnutria.com.hk and the website of the Stock Exchange at www.hkexnews.hk after 4:00 p.m. on the AGM date.

- 7 -

LETTER FROM THE BOARD

1. RECOMMENDATION

The Directors believe that the resolutions of (i) the granting of the Issue Mandate and Repurchase Mandate; (ii) the re-election of the retiring Directors; and (iii) the final dividend to be proposed at the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of the resolutions to be proposed at the AGM.

1. MISCELLANEOUS
   The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully

By Order of the Board

Ausnutria Dairy Corporation Ltd

Yan Weibin

Chairman

- 8 -

APPENDIX 1	EXPLANATORY STATEMENT

This Explanatory Statement includes information required under Rule 10.06(1)(b) of the Listing Rules to be given to the Shareholders in connection with the proposed Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions.

1. SHAREHOLDER'S APPROVAL

The Listing Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by specific approval of a particular transaction or by a general mandate to the directors of the company to make such repurchases and that the shares to be repurchased must be fully paid up.

(III) EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, there were 1,716,045,175 Shares in issue. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 171,604,517 Shares, representing 10% of the then number of total issued Shares.

(IV) REASONS FOR THE REPURCHASE OF SHARES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets and/ or earnings per Share. The Directors are seeking in the grant of Repurchase Mandate to give the Company flexibility to do so if and when appropriate. The timing and the numbers(s), the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing.

1. SOURCE OF FUNDS

Repurchases must be made out of funds which are legally available for such purpose in accordance with all applicable laws of the Cayman Islands and the Articles of Association. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

Under the Companies Law, repurchases by the Company may only be made out of the reserves of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital.

- 9 -

APPENDIX 1	EXPLANATORY STATEMENT

There could be adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Group contained in the Annual Report) in the event that the proposed Share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing level.

(VI) SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Share prices
	Highest	Lowest
	HK$	HK$
2020
March	13.16	10.30
April	15.18	12.00
May	16.46	14.12
June	17.40	15.24
July	16.52	12.98
August	13.90	12.68
September	12.98	12.00
October	13.54	11.06
November	11.36	10.40
December	13.02	10.70
2021
January	13.54	12.30
February	13.26	11.78
March (up to the Latest Practicable Date)	12.52	10.28

(VII) UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. The Directors have also undertaken not to repurchase any Shares if there is less than a minimum of 25% of the total issued share capital of the Company in public hands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquires, any of their close associate(s), currently intends to sell the Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

- 10 -

APPENDIX 1	EXPLANATORY STATEMENT

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell the Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make repurchases of the Shares.

(VIII) TAKEOVERS CODE

Pursuant to Rule 32 of the Takeovers Code, if as a result of a Share repurchase, a Shareholder's proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and may in certain circumstances give rise to an obligation to make a mandatory offer for the Shares under Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, nothing has come to the attention of the Directors that there will be any consequences arise under the Takeovers Code if the Repurchase Mandate is exercised.

(IX) SHARES REPURCHASE BY THE COMPANY

The Company did not repurchase any Shares (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

- 11 -

APPENDIX 2	THE BIOGRAPHICAL DETAILS OF
	DIRECTORS PROPOSED TO BE RE-ELECTED

At the AGM, an ordinary resolution to re-elect the following persons as Directors will be proposed. In compliance with Rule 13.51(2) of the Listing Rules, details of the relevant persons are as follows:

MS. NG SIU HUNG ("MS. NG")

EXECUTIVE DIRECTOR

Ms. Ng, aged 52, was appointed as an executive Director on 19 September 2009. Ms. Ng is also an executive director of Ausnutria Dairy (China) Co., Ltd., primarily responsible for the brand and culture building and public relations affairs of the Group. She graduated at University of Westminster, the United

Kingdom with a master of arts degree in human resource management. Ms. Ng has been a director of Hunan Yukai Real Estate Co., Ltd*（湖南宇凱房地產有限公司）since 2004.

Saved as disclosed above, Ms. Ng did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

As at the Latest Practicable Date, Ms. Ng did not have any relationship with other Directors, senior management, substantial or controlling Shareholders. The details of Ms. Ng's interests in the Shares within the meaning of Part XV of the SFO are set out in the section headed "Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares" of the Annual Report.

There is a service contract between the Company and Ms. Ng for a term of three years with effect from 8 October 2018. Ms. Ng is entitled to an annual director's fee of HK$300,000 and annual emoluments of RMB1,743,213. Ms. Ng's remuneration is determined with reference to her qualifications, experience, duties and responsibilities with the Company as well as market rate.

As far as the Directors are aware, there is no information of Ms. Ng to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Ng that need to be brought to the attention of the Shareholders.

- 12 -

APPENDIX 2	THE BIOGRAPHICAL DETAILS OF
	DIRECTORS PROPOSED TO BE RE-ELECTED

MR. SHI LIANG ("MR. SHI")

NON-EXECUTIVE DIRECTOR, VICE-CHAIRMAN

Mr. Shi, aged 37, was appointed as a non-executive Director and elected as the vice-Chairman on 6 December 2018. Mr. Shi graduated with a bachelor's degree and a master's degree in management science and engineering from China Agricultural University in 2005 and 2008 respectively. He is currently a director and chairman of the fund investment committee of the CITIC Agri Fund Management Co., Ltd ("CITIC Agri Fund"), a substantial Shareholder. Mr. Shi joined CITIC Securities Company Limited ("CITIC Securities"), a company listed on both the Stock Exchange (stock code: 6030.HK) and the Shanghai Stock Exchange (stock code: 600030.SH) in 2008. He once served as the senior manager of the research department, the chief analyst in agriculture, forestry, animal husbandry and fishery industries and the director of the research department of CITIC Securities. Mr. Shi was awarded the number one of the best analysts in agriculture, forestry, animal husbandry and fishery industries by The New Fortune（新財 富）in 2010, 2011 and 2014. Mr. Shi was also awarded "China Securities Analyst - Golden Bull Award" by the China Securities Journal（中國證券報）from 2010 to 2014 consecutively.

Save as disclosed above, Mr. Shi did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

As at the Latest Practicable Date, save as disclosed above, Mr. Shi did not have any relationship with other Directors, senior management, substantial or controlling Shareholders. The details of Mr. Shi's interests in the Shares within the meaning of Part XV of the SFO are set out in the section headed "Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares" of the Annual Report.

There is a service contract between the Company and Mr. Shi for a term of two years with effect from 6 December 2020. Mr. Shi is entitled to an annual director's fee of HK$300,000. Mr. Shi's remuneration is determined with reference to his qualifications, experience, duties and responsibilities with the Company as well as market rate.

As far as the Directors are aware, there is no information of Mr. Shi to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Shi that need to be brought to the attention of the Shareholders.

- 13 -

APPENDIX 2	THE BIOGRAPHICAL DETAILS OF
	DIRECTORS PROPOSED TO BE RE-ELECTED

MR. QIAO BAIJUN ("MR. QIAO")

NON-EXECUTIVE DIRECTOR

Mr. Qiao, aged 50, was appointed as a non-executive Director on 6 December 2018. Mr. Qiao graduated with a Bachelor of Science degree from the Faculty of Biology of China Agricultural University in 1993 and graduated with a master of economics degree from the Faculty of Agriculture and Economics from Renmin University of China in 1999. He is currently the general manager of the investment committee of CITIC Agri Fund. Mr. Qiao joined COFCO Corporation in 2006 and once served as the senior manager of the strategic investment management department, the head of the research department, the general manager of the strategic management department. Prior to joining COFCO Corporation, Mr. Qiao was engaged in the research in agriculture, food and beverage industry in China Galaxy Securities Co Ltd (stock code: 6881.HK) and CITIC Securities.

Save as disclosed above, Mr. Qiao did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

As at the Latest Practicable Date, save as disclosed above, Mr. Qiao did not have any relationship with other Directors, senior management, substantial or controlling Shareholders. The details of Mr. Qiao's interests in the Shares within the meaning of Part XV of the SFO are set out in the section headed "Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares" of the Annual Report.

There is a service contract between the Company and Mr. Qiao for a term of two years with effect from 6 December 2020. Mr. Qiao is entitled to an annual director's fee of HK$300,000. Mr. Qiao's remuneration is determined with reference to his qualifications, experience, duties and responsibilities with the Company as well as market rate.

As far as the Directors are aware, there is no information of Mr. Qiao to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Qiao that need to be brought to the attention of the Shareholders.

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APPENDIX 3	NOTICE OF ANNUAL GENERAL MEETING

AUSNUTRIA DAIRY CORPORATION LTD

澳 優 乳 業 股 份 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1717)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Ausnutria Dairy Corporation Ltd (the "Company") will be held at 8th Floor, XinDaXin Building A, No. 168 Huangxing Middle Road, Changsha City, Hunan Province, the PRC, on Tuesday, 11 May 2021 at 10:00 a.m. to consider and, if through fit, pass the following resolutions: -

1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and of the auditors for the year ended 31 December 2020;
2. To re-elect the retiring Directors;
3. To authorise the board of Directors (the "Board") to fix the Directors' remuneration and emolument;
4. To declare a final dividend of HK$0.27 per share for the year ended 31 December 2020 from the share premium account of the Company;
5. To re-appoint Ernst & Young as auditors and to authorise the Board to fix their remuneration;

To consider as special business, and if thought fit, pass the following resolutions as ordinary resolutions with or without amendments:

ORDINARY RESOLUTIONS

6. "THAT:

1. subject to paragraph (c) of this resolution, a general mandate be and is hereby unconditionally granted to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to allot, issue and dispose of shares of the Company (the "Shares") of HK$0.10 each in the share capital of the Company and to make or grant offers, agreements, options or warrants which would or might require the exercise of such powers;

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APPENDIX 3	NOTICE OF ANNUAL GENERAL MEETING

1. the mandate in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the mandate in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire Shares; or (iii) any scrip dividend or similar arrangement pursuant to the articles of association of the Company (the "Articles of Association") from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed twenty per cent (20%) of the aggregate number of Shares in issue at the date of passing this resolution and the said mandate shall be limited accordingly; and
3. for the purpose of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next AGM unless the mandate is renewed either unconditionally or subject to conditions by ordinary resolution passed at that meeting;
   2. the expiration of the period within which the next AGM is required by the Articles of Association or the applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying such mandate.

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares 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 jurisdiction outside Hong Kong, any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).";

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APPENDIX 3	NOTICE OF ANNUAL GENERAL MEETING

1. "THAT:
2. 1. a general mandate be and is hereby unconditionally granted to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase or otherwise acquire shares in the capital of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the number of Shares so purchased or otherwise acquired shall not exceed ten per cent (10%) of the aggregate number of Shares in issue at the date of passing this resolution; and
   2. for the purpose of this resolution;
      "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
   3. 1. the conclusion of the next AGM unless the mandate is renewed either unconditionally or subject to conditions by ordinary resolution passed at that meeting;
      2. the expiration of the period within which the next AGM is required by the Articles of Association or the applicable laws of the Cayman Islands to be held; or
      3. the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying such mandate.";
3. "THAT:
   conditional upon the passing of resolutions 6 and 7 set out in the notice convening this meeting, the aggregate number of Shares which are purchased or otherwise acquired by the Company pursuant to resolution 7 shall be added to the aggregate number of Shares which may be issued pursuant to resolution 6."

Yours faithfully

By Order of the Board

Ausnutria Dairy Corporation Ltd

Yan Weibin

Chairman

People's Republic of China, 8 April 2021

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APPENDIX 3	NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the AGM is entitled to appoint one or more person(s) as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
2. To be valid, a 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, must be deposited not less than 48 hours before the time appointed for holding of the AGM at the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
3. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the AGM if the member so desires, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. Information containing further details regarding the proposed Resolutions 2 and 6 set out in the above notice as required by the Listing Rules are set out in Appendices 2 and 1 to this circular respectively.
5. The register of members of the Company in Hong Kong will be closed for the following periods:
6. 1. Entitlement to attend and vote at the forthcoming AGM
      For the purpose of determining shareholders of the Company who are eligible to attend and vote and the forthcoming AGM, the register of members of the Company will be closed from Thursday, 6 May 2021 to Tuesday, 11 May 2021 (both dates inclusive) during which period no transfer of Shares will be registered. To be qualified to attend the forthcoming AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar, Computershare Hong Kong Investors Services Limited at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 5 May 2021.
   2. Entitlement for the proposed final dividend
      For the purpose of determining shareholders of the Company who are qualified for the proposed final dividend, the register of members of the Company will be closed from Tuesday, 8 June 2021 to Thursday, 10 June 2021 (both dates inclusive) during which period no transfer of Shares will be registered. To be qualified for the proposed final dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar, Computershare Hong Kong Investors Services Limited at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 7 June 2021.
7. In order to facilitate the prevention and control of the coronavirus disease (COVID-19), and to safeguard the health and safety of its shareholders, the Company encourages its shareholders to consider appointing the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

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