Yashili : Announcements and Notices - Change of Non-executive Director

43211-01A 1..3

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.

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)

CHANGE OF NON-EXECUTIVE DIRECTOR

The Board announces that with effect from 29 January 2016:

1. Mr. Wu Jingshui has resigned as a non-executive director of the Company; and

   
   

2. Mr. Huang Xiaojun has been appointed as a non-executive director of the Company.

RESIGNATION OF NON-EXECUTIVE DIRECTOR

The board of directors (the ''Board'') of Yashili International Holdings Ltd (the ''Company'', together with its subsidiaries, the ''Group'') hereby announces that Mr. Wu Jingshui (''Mr. Wu'') has tendered his resignation as a non-executive director of the Company with effect from 29 January 2016 in order to devote more time to his personal affairs.

Mr. Wu confirms that he has no disagreement with the Board and there is no matter relating to the resignation of Mr. Wu that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'').

The Board would like to express its gratitude to Mr. Wu for his valuable contribution to the Company during his tenure of service as a non-executive director of the Company.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Board is pleased to announce the appointment of Mr. Huang Xiaojun (''Mr. Huang'') as a non- executive director of the Company with effect from 29 January 2016. The biographical details of Mr. Huang are set out below.

Mr. Huang Xiaojun

Mr. Huang Xiaojun, aged 40, received his bachelor's degree from Fudan University, majored in International Economic Law, and his LL.M. degrees from Hitotsubashi University in Japan and Columbia University Law School in the United States. From 1997 to 1999, he worked in the legal department of a Chinese local governmental authority, responsible for reviewing administrational punishment documentation and other legal matters. From 2001 to 2002, he served in the legal department of the headquarter of Minolta Co., Ltd. in Osaka. He worked in Orrick, Herrington & Sutcliffe's Beijing, New York and Tokyo offices from 2002 to 2010, mainly focusing on M&A, IPO, VC/PE investment, foreign direct investment, employment and other corporate matters. From 2010 to 2014, Mr. Huang worked in Broad & Bright Law Firm and AllBright Law Offices as partner providing long-term services to clients such as Siemens. In November 2014, Mr. Huang joined Inner Mongolia Mengniu Dairy (Group) Company Limited, a subsidiary of China Mengniu Dairy Company Limited (''China Mengniu''), as senior legal director. Mr. Huang speaks Chinese, English and Japanese.

As at the date of this announcement, approximately 51.04% of the total issued share capital of the Company is held by China Mengniu International Company Limited, a subsidiary of China Mengniu.

Mr. Huang has not yet entered into a service contract with the Company, and his term as a non- executive director is three years commencing from 29 January 2016. Mr. Huang is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'') and the Company's articles of association. The Company will not pay any remuneration to Mr. Huang during his appointment, subject to annual review of the remuneration committee of the Company.

Save as disclosed above, Mr. Huang has no relationship with any director, senior management, substantial or controlling shareholders of the Company and did not hold any other directorships in any listed companies in the last three years.

Other than being a non-executive director, Mr. Huang does not hold any other positions in the Company or any of its subsidiaries. As at the date of this announcement, Mr. Huang does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is no other information in respect of the appointment of Mr. Huang 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 of the Company in connection with the appointment of Mr. Huang.

The Board would like to take this opportunity to welcome Mr. Huang for joining the Board.

By order of the board of directors of

Yashili International Holdings Ltd

雅士利國際控股有限公司

Sun Yiping

Chairman

Hong Kong, 29 January 2016

As at the date of this announcement, the board of directors of the Company comprises: Ms. Sun Yiping (Chairman), Mr. Qin Peng, Mr. Zhang Ping and Mr. Huang Xiaojun as non-executive directors; Mr. Jeffrey, Minfang Lu and Mr. Li Dongming as executive directors; and Mr. Mok Wai Bun Ben, Mr. Cheng Shoutai and Mr. Lee Kong Wai Conway as independent non-executive directors.