Yashili International : Announcements and Notices - Connected Transaction - Amendments to the Product Development Cost Arrangement with Member of Danone

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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)

CONNECTED TRANSACTION

AMENDMENTS TO THE PRODUCT DEVELOPMENT COST

ARRANGEMENT WITH MEMBER OF DANONE

Reference is made to the announcement of the Company dated 9 October 2018 in relation to the Letter of Intent between Dumex China and Danone ELN with respect to the proposed development and manufacture of infant formula products by Danone ELN for Dumex China (the ''Announcement''). Unless otherwise defined, the capitalized terms shall have the same meanings as attributed to it in the Announcement.

Due to adjustment of business arrangements, on 15 January 2019, Dumex China, Newou Hong Kong International Co., Limited, a wholly-owned subsidiary of the Company (''Newou''), and Danone ELN entered into an addendum (the ''Addendum''), pursuant to which Newou shall replace Dumex China to be the buyer of the infant formula products that Danone ELN undertakes to develop and manufacture, and shall be the person to reimburse Danone ELN for the Development Cost in pursuance to the Letter of Intent. Save for the amendments contained in the Addendum as disclosed above, all other major terms and conditions of the Letter of Intent shall remain in full force and effect.

Newou is a company established in Hong Kong and a wholly-owned subsidiary of the Company. It is principally engaged in the import and export of dairy products and related materials.

As disclosed in the Announcement, Danone Asia has a 25.0% shareholding interest in the Company. Danone ELN is an indirect subsidiary of Danone SA and a connected person of the Company under the Listing Rules. Newou, same as Dumex China, is a wholly-owned subsidiary of the Company. As such, the Product Development Cost Arrangement (as amended by the Addendum) and the transactions thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As disclosed in the Announcement, since the highest applicable percentage ratio calculated based onthe consideration of the Product Development Cost Arrangement exceeds 0.1% but is less than 5%, the Product Development Cost Arrangement (as amended by the Addendum) is subject to the reporting, announcement and annual review requirements but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

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English names of the PRC entities are literal translation of their Chinese names and are included for identification purpose only.

By order of the board of directors of Yashili International Holdings Ltd 雅士利國際控股有限公司

Chopin Zhang

Chief Executive Officer and Executive Director

Hong Kong, 16 January 2019

As at the date of this announcement, the board of directors of the Company comprises: Mr. Jeffrey, Minfang Lu (Chairman), Mr. Qin Peng, Mr. Zhang Ping and Ms. Lam Pik Po, Katty as non-executive directors; Mr. Chopin Zhang as executive director; and Mr. Mok Wai Bun Ben, Mr. Cheng Shoutai and Mr. Lee Kong Wai Conway as independent non-executive directors.