China Yurun Food : Circulars - General Mandates to Repurchase Shares and Issue New Shares, Re-election of Directors and Notice of Annual General Meeting

c59a9525-2c4d-419f-b096-0cf08fdde1ee.pdf If you are in any doubt about this circular or as to the action to be taken, 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 China Yurun Food Group Limited (the "Company"), you should at once hand this circular and the accompanying 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 the 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.

CHINA YURUN FOOD GROUP LIMITED

中 國 雨 潤 食 品 集 團 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1068)

GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at An De Ting, Level 6, Han Yue Lou Hotel Nanjing, No. 235 Middle Jiangdong Road, Jianye District, Nanjing, Jiangsu Province, The People's Republic of China at 10:00 a.m. on Thursday, 16 June 2016 is set out on pages 12 to 15 of this circular.

A form of proxy for use at the Annual General Meeting of the Company is enclosed. Whether or not you are able to attend the Annual General Meeting in person, 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 in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, if you so wish.

20 April 2016

* For identification purposes only

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Share Issue Mandate and Extension of Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . 4

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . 7 Appendix II - Information on the Retiring Directors Proposed for Re-election . . . . . . . . 10 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

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

"AGM Notice" the notice convening the Annual General Meeting as set out on pages 12 to 15 of this circular

"Annual General Meeting" the annual general meeting of the Company to be held at An De

Ting, Level 6, Han Yue Lou Hotel Nanjing, No. 235 Middle Jiangdong Road, Jianye District, Nanjing, Jiangsu Province, The People's Republic of China at 10:00 a.m. on Thursday, 16 June 2016 or any adjournment thereof

"Board" the board of Directors

"Bye-Laws" the bye-laws of the Company

"Company" China Yurun Food Group Limited, an exempted company incorporated in Bermuda with limited liability, whose shares are listed on the Stock Exchange

"Directors" the directors of the Company

"Extension of Share Issue Mandate" the general mandate proposed to be granted to the Directors to

extend the Share Issue Mandate by adding those Shares that may be repurchased under the Repurchase Mandate in the manner as set out in ordinary resolution no. 9 of the AGM Notice

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" 14 April 2016, being the latest practicable date prior to the printing

of this circular for ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Repurchase Mandate" the general mandate proposed to be granted to the Directors to

exercise all the powers of the Company to repurchase Shares in the manner as set out in ordinary resolution no. 7 of the AGM Notice

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share Issue Mandate" the general mandate proposed to be granted to the Directors to allot,

issue and deal with new Shares in the manner as set out in ordinary resolution no. 8 of the AGM Notice

"Share(s)" ordinary share(s) of HK$0.10 each of the Company

"Shareholder(s)" holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs