Common use of OVERSEAS SCHEME SHAREHOLDERS Clause in Contracts

OVERSEAS SCHEME SHAREHOLDERS. The making of the Proposal to those Scheme Shareholders who are not resident in Hong Kong may be subject to the laws of the relevant jurisdictions where such Scheme Shareholders are located. Such Scheme Shareholders should inform themselves about and observe any applicable legal and regulatory requirements of their own jurisdictions. I t is the responsibility of any overseas Scheme Shareholders wishing to accept the Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or exchange control or other consents which may be required, or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. In the event that the receipt of the Scheme Document by overseas Scheme Shareholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the director of the Offeror regards as unduly onerous or burdensome (or otherwise not in the best interests of the Offeror or the shareholder of the Offeror), the Scheme Document will not be despatched to such overseas Scheme Shareholders. For that purpose, the Offeror will apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be 56097 Belle Int's E JO No: 56097(A) (TT & Client) (CSD: 849A 848A) 1st Proof / 28 April, 2017 To: Belle International Holdings Limited Attn: Xxxx Xxxx Tel: 0000 0000 00/04/17 14:16:19 granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such Scheme Shareholders, as the case may be. If any such waiver is granted by the Executive, the Offeror reserves the right to make arrangements in respect of Scheme Shareholders who are not resident in Hong Kong in relation to the terms of the Proposal. Such arrangements may include notifying any matter in connection with the Proposal to the Scheme Shareholders having a registered overseas address by announcement or by advertisement in a newspaper which may or may not be circulated in the jurisdiction within which such persons are resident. The notice will be deemed to have been sufficiently given, despite any failure by such Scheme Shareholders to receive or see that notice. Scheme Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasized that none of the Company, the Offeror, the Joint Offerors, BofAML or any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal.

OVERSEAS SCHEME SHAREHOLDERS. The making and implementation of the Privatization Proposal to those Scheme Shareholders who are not resident in Hong Kong may be subject to the laws of the relevant jurisdictions where in which such Scheme Shareholders are located. Such overseas Scheme Shareholders should inform themselves about and observe any applicable legal and legal, tax or regulatory requirements of their own jurisdictionsrequirements. I t It is the responsibility of any overseas Scheme Shareholders wishing to accept take any action in relation to the Privatization Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. Any action taken by the overseas Scheme Shareholders will be deemed to constitute a representation and warranty from such persons to Mengniu, the Offeror and Yashili and their respective advisers that those laws and regulatory requirements have been complied with. If such overseas Scheme Shareholders are in doubt as to their positions, they should consult their own professional advisers. In the event that the despatch and/or receipt of the Scheme Document to or by overseas Scheme Shareholders is prohibited by any relevant law or regulation or may only be effected after upon compliance with conditions or requirements that the director of Mengniu Board, the Offeror Board or Yashili Board regards as unduly onerous or burdensome (or otherwise not in the best interests of Mengniu, the Offeror or the shareholder of the Offeror)Yashili or their respective shareholders, the Scheme Document will may not be despatched to such overseas Scheme Shareholders. For that purpose, the Offeror Yashili will apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be 56097 Belle Int's E JO No: 56097(A) (TT & Client) (CSD: 849A 848A) 1st Proof / 28 April, 2017 To: Belle International Holdings Limited Attn: Xxxx Xxxx Tel: 0000 0000 00/04/17 14:16:19 granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme ShareholdersShareholder(s). In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such Scheme Shareholders, as the case may be. If any such waiver is granted by the Executive, the Offeror reserves the right to make arrangements in respect of Scheme Shareholders who are not resident in Hong Kong in relation to the terms of the Proposal. Such arrangements may include notifying any matter in connection with the Proposal to the Scheme Shareholders having a registered overseas address by announcement or by advertisement in a newspaper which may or may not be circulated in the jurisdiction within which such persons are resident. The notice will be deemed to have been sufficiently given, despite any failure by such Scheme Shareholders to receive or see that notice. Scheme Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasized that none of the Company, the Offeror, the Joint Offerors, BofAML or any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal.

OVERSEAS SCHEME SHAREHOLDERS. The making of the Proposal to those and acceptance of the Proposal by Scheme Shareholders who are not resident in Hong Kong may be subject to the laws of the relevant jurisdictions where in which such Scheme Shareholders are located. Such Scheme Shareholders should inform themselves about and observe any applicable legal and or regulatory requirements of their own jurisdictions. I t It is the responsibility of any overseas Scheme Shareholders wishing to accept the Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities and the payment of any issuetaxes, transfer or duties and other taxes due amounts required to be paid in such jurisdictionjurisdictions. Any acceptance by such Scheme Shareholders will be deemed to constitute a representation and warranty from such persons to the Company and the Offeror that those local laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the receipt of the Scheme Document by overseas Scheme Shareholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the director of the Offeror regards as unduly onerous or burdensome (or otherwise not in the best interests of the Offeror or the shareholder of the Offeror), the Scheme Document will not be despatched to such overseas Scheme Shareholders. For that purpose, the Offeror will apply for any waivers waiver(s) as may be required by the Executive pursuant to Note 3 to Rule 8 8.6 of the Takeovers Code at such time. Any such waiver will only be 56097 Belle Int's E JO No: 56097(A) (TT & Client) (CSD: 849A 848A) 1st Proof / 28 April, 2017 To: Belle International Holdings Limited Attn: Xxxx Xxxx Tel: 0000 0000 00/04/17 14:16:19 granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such Scheme Shareholders, as the case may be. If any such waiver is granted by the Executive, the Offeror reserves the right to make arrangements in respect of Scheme Shareholders who are not resident in Hong Kong in relation to the terms of the Proposal. Such arrangements may include notifying any matter in connection with the Proposal to the Scheme Shareholders having a registered overseas address by announcement or by advertisement in a newspaper which may or may not be circulated in the jurisdiction within which such persons are resident. The notice will be deemed to have been sufficiently given, despite any failure by such Scheme Shareholders to receive or see that notice. Scheme Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasized emphasised that none of the Company, the Offeror, the Joint OfferorsCompany, BofAML BofAML, or any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal.

OVERSEAS SCHEME SHAREHOLDERS. The making of the Proposal to those Scheme Shareholders who are not resident in Hong Kong may be subject to the laws of the relevant jurisdictions where such Scheme Shareholders are located. Such Scheme Shareholders should inform themselves about and observe any applicable legal and regulatory requirements of their own jurisdictions. I t It is the responsibility of any overseas Scheme Shareholders wishing to accept the Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or exchange control or other consents which may be required, or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. In the event that the receipt of the Scheme Document by overseas Scheme Shareholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the director directors of the Offeror regards regard as unduly onerous or burdensome (or otherwise not in the best interests of the Offeror or the shareholder shareholders of the Offeror), the Scheme Document will not be despatched to such overseas Scheme Shareholders. For that purpose, the Offeror will apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be 56097 Belle Int's E JO No: 56097(A) (TT & Client) (CSD: 849A 848A) 1st Proof / 28 April, 2017 To: Belle International Holdings Limited Attn: Xxxx Xxxx Tel: 0000 0000 00/04/17 14:16:19 granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such Scheme Shareholders, as the case may be. If any such waiver is granted by the Executive, the Offeror reserves the right to make arrangements in respect of Scheme Shareholders who are not resident in Hong Kong in relation to the terms of the Proposal. Such arrangements may include notifying any matter in connection with the Proposal to the Scheme Shareholders having a registered overseas address by announcement or by advertisement in a newspaper which may or may not be circulated in the jurisdiction within which such persons are resident. The notice will be deemed to have been sufficiently given, despite any failure by such Scheme Shareholders to receive or see that notice. Scheme Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasized that none of the Company, the Offeror, the Joint Offerors, BofAML or any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal.