Common use of INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER Clause in Contracts

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Yashili Independent Board Committee, comprising all independent non-executive directors of Yashili who are not interested in the Proposed Transactions and the Privatization Proposal, namely, [Xx. Xxx Xxx Bun Xxx, Xx. Xxxxx Shoutai and Xx. Xxx Kong Xxx Xxxxxx], [has been] established by the Yashili Board to make a recommendation to the Disinterested Scheme Shareholders as to: (a) whether the terms of the Privatization Proposal and the Scheme are fair and reasonable; and (b) whether to vote in favor of the resolutions of the approval of the Scheme at the Court Meeting and the resolutions necessary to implement the Privatization Proposal at the Scheme EGM. Apart from advising on the Privatization Proposal and the Scheme, the Yashili Independent Board Committee will also advise the Independent Yashili Shareholders as to: (a) whether the terms of the Proposed Transactions are fair and reasonable; (b) whether the Dumex China Disposal is on normal commercial terms or better and in the interests of Yashili and the Yashili Shareholders as a whole; and (c) whether the Independent Yashili Shareholders should vote in favor of the resolution(s) to approve the Proposed Transactions at the Yashili First EGM. Somerley Capital Limited [has been] appointed by Yashili, with the approval of the Yashili Independent Board Committee, to advise the Yashili Independent Board Committee on the Privatization Proposal, the Scheme and the Proposed Transactions. DESPATCH OF THE DOCUMENTS Special Deals and Non-exempt Connected Transaction A circular containing, among other things, (i) details of the Proposed Transactions; (ii) a letter from the Yashili Independent Board Committee containing its advice in respect of the Proposed Transactions; (iii) a letter from the Independent Financial Adviser containing its advices in respect of the Proposed Transactions (in each case, with respect to considerations relating to Rule 25 of the Takeovers Code and in respect of the Dumex China Proposal, also with respect to considerations relating to Chapter 14A of the Listing Rules); and (iv) a notice convening the Yashili First EGM, is expected to be despatched to the Yashili Shareholders on or before [●], 2022, which is more than 15 business days after the publication of this Announcement, so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular. Scheme Document The Scheme Document containing, among other things, (i) further details of the Privatization Proposal and the Scheme; (ii) the expected timetable; (iii) an explanatory memorandum as required under the Companies Act and the Rules of the Cayman Court; (iv) information regarding the Yashili Group; (v) the recommendations from the Yashili Independent Board Committee with respect to the Privatization Proposal and the Scheme; (vi) the advice of the Independent Financial Adviser to the Yashili Independent Board Committee; (vii) an independent valuation report of the properties of Yashili prepared in accordance with Rule 11.1(f) of the Takeovers Code; and (viii) notices of the Court Meeting and the Scheme EGM together with forms of proxy in relation thereto, will be despatched to the Scheme Shareholders as soon as practicable following the satisfaction of the Scheme Pre-Conditions in compliance with the requirements of the Takeovers Code, the Companies Act, the Rules of the Cayman Court and any other applicable laws and regulations.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Yashili Independent Board Committee, Committee (comprising all the independent non-executive directors Directors) has been formed in accordance with Chapter 14A of Yashili who are not interested in the Proposed Transactions and Listing Rules to advise the Privatization Proposal, namely, [Xx. Xxx Xxx Bun Xxx, Xx. Xxxxx Shoutai and Xx. Xxx Kong Xxx Xxxxxx], [has been] established by the Yashili Board to make a recommendation to the Disinterested Scheme Independent Shareholders as to: (a) on whether the terms and the proposed annual caps for the three years ending 31 December 2024 for each of the Privatization Proposal Master Service Agreement and the Scheme Master Charter Agreement are fair and reasonable; and (b) whether to vote in favor of the resolutions of the approval of the Scheme at the Court Meeting and the resolutions necessary to implement the Privatization Proposal at the Scheme EGM. Apart from advising on the Privatization Proposal and the Scheme, the Yashili Independent Board Committee will also advise the Independent Yashili Shareholders as to: (a) whether the terms of the Proposed Transactions are fair and reasonable; (b) whether the Dumex China Disposal is on normal commercial terms or better reasonable and in the interests of Yashili the Company and the Yashili Shareholders as a whole; and (c) whether . In addition, the Company has appointed Red Sun Capital Limited as the Independent Yashili Shareholders should vote in favor of the resolution(s) to approve the Proposed Transactions at the Yashili First EGM. Somerley Capital Limited [has been] appointed by Yashili, with the approval of the Yashili Independent Board Committee, Financial Adviser to advise the Yashili Independent Board Committee and the Independent Shareholders in this regard. EGM The EGM will be held to consider and, if thought fit, passing the ordinary resolutions to approve, among other matters, the Master Service Agreement, the Master Charter Agreement and the transactions respectively contemplated thereunder, and the respective proposed annual caps. As at the date of the announcement, YTO Global Holdings Limited and its associates will be required to abstain from voting on the Privatization Proposal, resolutions relating to the Scheme Master Service Agreement and the Proposed TransactionsMaster Charter Agreement and all transactions respectively contemplated thereunder, and the respective proposed annual caps at the EGM. DESPATCH OF THE DOCUMENTS Special Deals Save as disclosed, to the best of the Directors’ knowledge, information and Non-exempt Connected Transaction belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Master Service Agreement and the Master Charter Agreement and therefore no other Shareholder is required to abstain from voting at the EGM for the relevant resolutions. A circular containing, among other thingsmatters, (i) details of further information regarding the Proposed TransactionsMaster Service Agreement and the Master Charter Agreement; (ii) a letter of advice from the Yashili Independent Financial Adviser to the Independent Board Committee containing its advice and the Independent Shareholders in respect of the Proposed TransactionsMaster Service Agreement and the Master Charter Agreement and the transactions respectively contemplated thereunder, as well as the respective proposed annual caps; (iii) a letter of recommendation from the Independent Financial Adviser containing its advices Board Committee to the Independent Shareholders in respect of the Proposed Transactions (in each caseMaster Service Agreement and the Master Charter Agreement and the transactions respectively contemplated thereunder, with respect to considerations relating to Rule 25 of as well as the Takeovers Code and in respect of the Dumex China Proposal, also with respect to considerations relating to Chapter 14A of the Listing Rules)respective proposed annual caps; and (iv) a notice convening of the Yashili First EGM, is expected to be despatched EGM to the Yashili Shareholders on or before [●], 2022, which is more than 15 business days after the publication of this Announcement, so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular. Scheme Document The Scheme Document containing, among other things, (i) further details of the Privatization Proposal and the Scheme; (ii) the expected timetable; (iii) an explanatory memorandum as required under the Companies Act and the Rules of the Cayman Court; (iv) information regarding the Yashili Group; (v) the recommendations from the Yashili Independent Board Committee with respect to the Privatization Proposal and the Scheme; (vi) the advice of the Independent Financial Adviser to the Yashili Independent Board Committee; (vii) an independent valuation report of the properties of Yashili prepared in accordance with Rule 11.1(f) of the Takeovers Code; and (viii) notices of the Court Meeting and the Scheme EGM together with forms of proxy in relation theretoShareholders, will be despatched to the Scheme Shareholders as soon as practicable following the satisfaction of the Scheme Pre-Conditions in compliance with the requirements of the Takeovers Code, the Companies Act, the Rules of the Cayman Court and any other applicable laws and regulationson or before 26 November 2021.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Yashili An Independent Board Committee, Committee comprising all the independent non-executive directors of Yashili who are not interested in the Proposed Transactions and the Privatization ProposalDirectors, namely, [namely Xx. Xxxxxx Xxx Xxx Bun XxxXxxxx, Xx. Xxxxx Shoutai Xxxxxx Xxx Xxxx and Xx. Xxx Kong Xxx Xxxxxx]Xxxx Xxxxxxx, [has been] will be established by the Yashili Board Company to make a recommendation consider the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder, and to advise the Disinterested Scheme Independent Shareholders as to: (a) to whether the terms of the Privatization Proposal Subcontracting Framework Agreement and the Scheme are fair and reasonable; and continuing connected transactions (b) whether to vote in favor of the resolutions of the approval of the Scheme at the Court Meeting and the resolutions necessary to implement the Privatization Proposal at the Scheme EGM. Apart from advising on the Privatization Proposal and the Scheme, the Yashili Independent Board Committee will also advise the Independent Yashili Shareholders as to: (a) whether the terms of including the Proposed Transactions Annual Caps) are fair and reasonable; (b) whether the Dumex China Disposal is on normal commercial terms or better and fair and reasonable, and in the interests of Yashili the Company and the Yashili Shareholders as a whole; and (c) whether the Independent Yashili Shareholders should vote in favor of the resolution(s) to approve the Proposed Transactions at the Yashili First EGM. Somerley Grande Capital Limited [has been] been appointed by Yashili, with the approval of the Yashili Independent Board Committee, to advise the Yashili Independent Board Committee on the Privatization Proposal, the Scheme and the Proposed Transactions. DESPATCH OF THE DOCUMENTS Special Deals and Non-exempt Connected Transaction A circular containing, among other things, (i) details of the Proposed Transactions; (ii) a letter from the Yashili Independent Board Committee containing its advice in respect of the Proposed Transactions; (iii) a letter from the Independent Financial Adviser containing its advices in respect of the Proposed Transactions (in each case, with respect to considerations relating to Rule 25 of the Takeovers Code and in respect of the Dumex China Proposal, also with respect to considerations relating to Chapter 14A of the Listing Rules); and (iv) a notice convening the Yashili First EGM, is expected to be despatched to the Yashili Shareholders on or before [●], 2022, which is more than 15 business days after the publication of this Announcement, so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular. Scheme Document The Scheme Document containing, among other things, (i) further details of the Privatization Proposal and the Scheme; (ii) the expected timetable; (iii) an explanatory memorandum as required under the Companies Act and the Rules of the Cayman Court; (iv) information regarding the Yashili Group; (v) the recommendations from the Yashili Independent Board Committee with respect to the Privatization Proposal and the Scheme; (vi) the advice of the Independent Financial Adviser to advise the Yashili Independent Board Committee; Committee and the Independent Shareholders as to the foregoing matters. AGM The Independent Shareholders will consider and, if thought fit, approve (vii) an independent valuation report among other things), the Proposed Annual Caps, the Subcontracting Framework Agreement and the transactions contemplated thereunder at the AGM of the properties of Yashili prepared in accordance with Rule 11.1(f) Company. For details including the date of the Takeovers Code; and (viii) notices AGM, please refer to the notice of the Court Meeting AGM to be issued by the Company in due course. Each of Mr. Kong, Xx. Xxxx and Xxxxxxxxx Year and their respective associates will abstain from voting on the resolutions to be proposed at the AGM for approving the Proposed Annual Caps, the Subcontracting Framework Agreement and the Scheme EGM together with forms transactions contemplated thereunder. Save for Mr. Kong, Xx. Xxxx and Fortunate Year, to the best knowledge of proxy the Company, none of the Shareholders are required to abstain from voting on the ordinary resolutions in relation thereto, will be despatched to the Scheme Shareholders as soon as practicable following the satisfaction of the Scheme Pre-Conditions in compliance with the requirements of the Takeovers CodeProposed Annual Caps, the Companies Act, Subcontracting Framework Agreement and the Rules of the Cayman Court and any other applicable laws and regulationstransactions contemplated thereunder.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER. The Yashili An Independent Board Committee, Committee comprising all the independent non-executive directors of Yashili who are not interested in the Proposed Transactions and the Privatization Proposal, Directors (namely, [Xx. Xxx Xxx Bun Xxx, Xx. Xxxxx Shoutai XXXX Wo, Xx. Xxxxxxx Xxxxxxxx XXX Xxxx Ho and Xx. Xxx Kong Xxx XXXXX Xxxx Xxxxxx], [) has been] established been formed to consider the Six Property Management Services Agreements and the transactions contemplated thereunder. An Independent Financial Adviser has been appointed by the Yashili Board Company to make a recommendation to advise the Disinterested Scheme Shareholders as to: (a) whether the terms of the Privatization Proposal and the Scheme are fair and reasonable; and (b) whether to vote in favor of the resolutions of the approval of the Scheme at the Court Meeting and the resolutions necessary to implement the Privatization Proposal at the Scheme EGM. Apart from advising on the Privatization Proposal and the Scheme, the Yashili Independent Board Committee will also advise and the Independent Yashili Shareholders as to: (a) whether on the terms of the Proposed Transactions are fair and reasonable; (b) whether the Dumex China Disposal is on normal commercial terms or better and in the interests of Yashili Six Property Management Services Agreements and the Yashili Shareholders as a whole; and (c) whether the Independent Yashili Shareholders should vote in favor of the resolution(s) to approve the Proposed Transactions at the Yashili First EGM. Somerley Capital Limited [has been] appointed by Yashili, with the approval of the Yashili Independent Board Committee, to advise the Yashili Independent Board Committee on the Privatization Proposal, the Scheme and the Proposed Transactionstransactions contemplated thereunder. DESPATCH OF THE DOCUMENTS Special Deals and Non-exempt Connected Transaction CIRCULAR A circular containing, among other things, (i) further details of the Proposed TransactionsSix Property Management Services Agreements and the transactions contemplated thereunder; (ii) a letter from the Yashili Independent Board Committee containing its advice to the Independent Shareholders in respect of relation to, among other things, the Proposed TransactionsSix Property Management Services Agreements; (iii) a letter from the Independent Financial Adviser containing its advices in respect of advice to the Proposed Transactions (in each case, with respect to considerations relating to Rule 25 of Independent Board Committee and the Takeovers Code and in respect of the Dumex China Proposal, also with respect to considerations relating to Chapter 14A of the Listing Rules)Independent Shareholders; and (iv) a notice convening the Yashili First EGMSGM, is expected to be despatched to the Yashili Shareholders on or before [●]16 March 2023. Mr. XXX Xxxxxx, 2022Xx. XX Xxxxxxxx and Xx. XX Xxxxxxxx, which is more than 15 business days after being the publication Directors, are also directors of this Announcementcertain subsidiaries of Guangdong Holdings. All the abovementioned Directors have abstained from voting on the relevant board resolutions approving the Six Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, so and the transactions contemplated thereunder. Save as disclosed above, to allow sufficient time for the preparation best of the relevant Directors’ knowledge, information for inclusion and belief having made all reasonable enquiries, no other Directors had any material interest in the circularSix Property Management Services Agreements and the New Huiyang Lijiang Garden Carpark Management Services Agreement, and the transactions contemplated thereunder. Scheme Document The Scheme Document containing, among other things, (i) further details Shareholders and any of the Privatization Proposal abovementioned Directors (if any) who shall be entitled to vote at the SGM, but who have a material interest in the Six Property Management Services Agreements, and the Scheme; (iiassociates of each of them, will abstain from voting at the SGM in respect of the proposed resolution(s) relating to the expected timetable; (iii) an explanatory memorandum as required under the Companies Act Six Property Management Services Agreements and the Rules of the Cayman Court; (iv) information regarding the Yashili Group; (v) the recommendations from the Yashili Independent Board Committee with respect to the Privatization Proposal and the Scheme; (vi) the advice of the Independent Financial Adviser to the Yashili Independent Board Committee; (vii) an independent valuation report of the properties of Yashili prepared in accordance with Rule 11.1(f) of the Takeovers Code; and (viii) notices of the Court Meeting and the Scheme EGM together with forms of proxy in relation thereto, will be despatched to the Scheme Shareholders as soon as practicable following the satisfaction of the Scheme Pre-Conditions in compliance with the requirements of the Takeovers Code, the Companies Act, the Rules of the Cayman Court and any other applicable laws and regulationstransactions contemplated thereunder.