China Shengmu Organic Milk : Circulars - Proposed Granting of General Mandates to Issue New Shares and to Repurchase Shares, Proposed Re-election of the Retiring Directors and Notice of the 2019 AGM

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 your 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 China Shengmu Organic Milk Limited (the "Company"), you should at once hand this circular and the accompanying proxy form 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 the transferee.

Hong Kong Exchange 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.

CHINA SHENGMU ORGANIC MILK LIMITED

中 國 聖 牧 有 機 奶 業 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1432)

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND

NOTICE OF THE 2019 AGM

A notice convening an annual general meeting of the Company to be held at 19/F, No. 27 Zhong Guan Cun Street, Hai Dian District, Beijing, PRC at 10:00 a.m. on 21 June 2019 is set out on pages 14-18 of this circular. A form of proxy for use at the 2019 AGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (http://www.youjimilk.com).

Whether or not you are able to attend the 2019 AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2019 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the 2019 AGM or any adjourned meeting thereof if they so wish, in which event your proxy form shall be deemed to be revoked.

29 April 2019

	CONTENTS
		Page
Definitions . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	- Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . .	7
Appendix II	- Details of the Retiring Directors Proposed to be Re-elected
	at the 2019 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of the 2019 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

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DEFINITIONS

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

"2019 AGM"	an annual general meeting of the Company to be held at 19/F,
	No. 27 Zhong Guan Cun Street, Hai Dian District, Beijing,
	PRC on 21 June 2019 at 10:00 a.m. to consider and, if
	appropriate, to approve the resolutions contained in the AGM
	Notice which is set out on pages 14-18 of this circular, or any
	adjournment thereof
"AGM Notice"	the notice convening the 2019 AGM set out on pages 14-18 of
	this circular
"Annual Report"	the annual report of the Company for the year ended 31
	December 2018
"Articles"	the articles of association of the Company currently in force
"Board"	the board of Directors of the Company
"Companies Law"	the Company Law (as revised) of the Cayman Islands
"Company"	China Shengmu Organic Milk Limited (中國聖牧有機奶業有
	限 公 司 ), an exempted company incorporated under the laws
	of the Cayman Islands with limited liability on 11 December
	2013 and the Shares of which are listed on the Stock
	Exchange
"Controlling Shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the directors of the Company
"Extension Mandate"	as defined in paragraph 2(c) of the section headed "Letter
	from the Board" of this circular
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"HK$"	Hong Kong Dollars, the lawful currency of Hong Kong
"Issuance Mandate"	as defined in paragraph 2(a) of the section headed "Letter
	from the Board" of this circular
"Latest Practicable Date"	18 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange (as amended from time to time)

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	DEFINITIONS
"PRC"	the People's Republic of China, excluding (except where the
	context requires) Hong Kong, the Macau Special
	Administrative Region and Taiwan for the purpose of this
	circular
"Repurchase Mandate"	as defined in paragraph 2(b) of the section headed "Letter
	from the Board" of this circular
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Future Ordinance, Chapter 571 of the Laws
	of Hong Kong
"Securities and Futures	the Securities and Futures Commission of Hong Kong
Commission"
"Share(s)"	ordinary share(s) of par value HK$0.00001 each in the issued
	share capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Shengmu Forage"	Bayannur Shengmu High-tech Ecological Forage Co., Ltd.
	(巴彥淖爾市聖牧高科生態草業有限公司), a company with
	limited liability established under the laws of the PRC on 28
	April 2010
"Shengmu Pangu"	Bayannur Shengmu Pangu Farming Co., Ltd. (巴彥淖爾市聖
	牧盤古牧業有限責任公司), a company with limited liability
	established under the laws of the PRC on 15 June 2012
"Substantial Shareholder(s)"	has the meaning abscribed to it under the Listing Rules
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission in Hong
	Kong
"%"	per cent

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LETTER FROM THE BOARD

CHINA SHENGMU ORGANIC MILK LIMITED

中 國 聖 牧 有 機 奶 業 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1432)

Executive Directors:	Registered office:
Mr. YAO Tongshan	P.O. Box 309
Mr. WU Jianye	Ugland House
Mr. ZHANG Jiawang	Grand Cayman KY1-1104
	Cayman Islands
Non-executive Directors:
Mr. SHAO Genhuo (Chairman)	Principal place of business
Mr. WEN Yongping	and headquarters in the PRC:
Mr. SUN Qian	Food and Industrial Park
	Deng Kou County
Independent non-executive Directors:	Bayannur City
Mr. FU Wenge	Inner Mongolia Autonomous Region
Mr. WANG Liyan	PRC
Mr. LI Xuan
	Principal place of business
	in Hong Kong:
	Room 606-607, 6/F
	China Merchants Building
	152-155 Connaught Road Central
	Hong Kong
	29 April 2019

To the Shareholders,

Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND

NOTICE OF THE 2019 AGM

1.INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of certain resolutions to be proposed at the 2019 AGM for (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of Repurchase Mandate to the Directors; (iii) the granting of Extension Mandate to the Directors; and (iv) the re-election of the retiring Directors.

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