Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

China Modern Dairy Holdings Ltd.

中 國 現 代 牧 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1117) POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON AUGUST 1, 2016

The Board is pleased to announce that all the resolutions as set out in the Notice were duly passed by the Shareholders by way of poll at the EGM held on August 1, 2016.

Reference is made to the circular (the "Circular") incorporating the notice of extraordinary general meeting (the "Notice") of China Modern Dairy Holdings Ltd. (the "Company") dated July 15, 2016 in relation to, among other things, the Sale and Purchase Agreement and the issue of the Consideration Shares pursuant to the Specific Mandate. Unless the context requires otherwise, terms used herein shall have the same meanings as in the Circular.

Poll Results of the EGM

The Board is pleased to announce that all resolutions were duly passed by the Shareholders attending and voting by way of poll at the EGM held on August 1, 2016. The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the vote-taking at the EGM.

As at the date of the EGM, the total number of issued Shares in the capital of the Company was 5,304,767,883 Shares. None of the Shareholders were required to abstain from voting at the EGM. Accordingly, there were a total of 5,304,767,883 Shares, representing the entire issued share capital of the Company, entitling the

Shareholders to attend and vote for or against the resolutions proposed at the EGM. There were no Shares entitling the Shareholders to attend and vote only against the resolutions at the EGM. The poll results in respect of the respective resolutions were as follows:

ORDINARY RESOLUTIONS

NUMBER OF VOTES

(approximate %)

TOTAL

NUMBER OF VOTES

FOR

AGAINST

(a)

To approve, ratify and confirm the Sale and Purchase Agreement, the terms thereof and the transactions contemplated thereunder.

3,660,401,129

(99.139018%)

31,789,109

(0.860982%)

3,692,190,238

(100%)

(b)

To approve, subject to completion of the Sale and Purchase Agreement, the allotment and issue of the Consideration Shares at the issue price of HK$1.46 per Share by the Company in accordance with the terms and conditions of the Sale and Purchase Agreement.

3,660,399,129

(99.138963%)

31,791,109

(0.861037%)

3,692,190,238

(100%)

ORDINARY RESOLUTIONS

NUMBER OF VOTES

(approximate %)

TOTAL

NUMBER OF VOTES

FOR

AGAINST

(c)

To authorize the Directors to do all

3,660,401,129

31,789,109

3,692,190,238

such acts and things, to make, sign,

(99.139018%)

(0.860982%)

(100%)

execute and deliver such documents

or agreements or deeds or

instruments on behalf of the

Company (and, where necessary, to

affix the seal of the Company on

them in accordance with the

amended and restated articles of

association of the Company) and to

do such other things and to do and

take all such actions, steps, deeds

and things in such manner and to

sign all documents as they may deem

necessary, appropriate, desirable and

expedient for the purposes of giving

effect to or in connection with the

Sale and Purchase Agreement and

the transactions contemplated

thereunder, and to agree to such

variation, amendments or waiver or

matters relating thereto (including

any variation, amendments or

waiver of such documents or any

terms thereof, which are not

fundamentally different from those

as provided in the Sale and Purchase

Agreement) as are, in the opinion of

the Directors, in the interests of the

Company and its shareholders as a

whole.

On behalf of the Board

China Modern Dairy Holdings Ltd. Ms. GAO Lina

Deputy Chairman, Chief Executive Officer and Executive Officer

Hong Kong, August 1, 2016

As of the date of this announcement, the executive Directors are Ms. GAO Lina, Mr. HAN Chunlin and Mr. SUN Yugang, the non-executive Directors are Mr. YU Xubo, Mr. WOLHARDT Julian Juul, Mr. HUI Chi Kin Max and Mr. ZHANG Ping, the independent non-executive Directors are Prof. LI Shengli, Mr. LEE Kong Wai Conway, Mr. KANG Yan and Mr. ZOU Fei.

China Modern Dairy Holdings Ltd. published this content on 01 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 01 August 2016 09:26:05 UTC.

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